Price Graph
Price
Yield
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|
|
||||
|
(X)
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
( )
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
|
|
38-0471180
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
One Dave Thomas Blvd., Dublin, Ohio
|
|
43017
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Delaware
|
|
38-0471180
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
One Dave Thomas Blvd., Dublin, Ohio
|
|
43017
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
The Wendy’s Company
|
Yes [x] No [ ]
|
|
Wendy’s Restaurants, LLC
|
Yes [ ] No [x]*
|
|
The Wendy’s Company
|
Yes [x] No [ ]
|
|
Wendy’s Restaurants, LLC
|
Yes [x] No [ ]
|
|
|
||||
|
|
Page
|
|
|
|
|
The Wendy’s Company and Subsidiaries
|
|
|
Wendy’s Restaurants, LLC and Subsidiaries
|
|
|
The Wendy’s Company and Subsidiaries and Wendy’s Restaurants, LLC and Subsidiaries
|
|
|
|
|
|
|
April 1,
2012 |
|
January 1,
2012 |
||||
|
ASSETS
|
(Unaudited)
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
418,410
|
|
|
$
|
475,231
|
|
|
Accounts and notes receivable
|
72,074
|
|
|
68,349
|
|
||
|
Inventories
|
12,004
|
|
|
12,903
|
|
||
|
Prepaid expenses and other current assets
|
42,447
|
|
|
27,397
|
|
||
|
Deferred income tax benefit
|
91,689
|
|
|
93,384
|
|
||
|
Advertising funds restricted assets
|
77,289
|
|
|
69,672
|
|
||
|
Total current assets
|
713,913
|
|
|
746,936
|
|
||
|
Properties
|
1,195,107
|
|
|
1,192,200
|
|
||
|
Goodwill
|
872,032
|
|
|
870,431
|
|
||
|
Other intangible assets
|
1,299,480
|
|
|
1,304,288
|
|
||
|
Investments
|
118,969
|
|
|
119,271
|
|
||
|
Deferred costs and other assets
|
66,603
|
|
|
67,542
|
|
||
|
Total assets
|
$
|
4,266,104
|
|
|
$
|
4,300,668
|
|
|
|
|
|
|
||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
|
Current liabilities:
|
|
|
|
|
|
||
|
Current portion of long-term debt
|
$
|
7,705
|
|
|
$
|
6,597
|
|
|
Accounts payable
|
54,007
|
|
|
81,301
|
|
||
|
Accrued expenses and other current liabilities
|
184,560
|
|
|
210,698
|
|
||
|
Advertising funds restricted liabilities
|
77,289
|
|
|
69,672
|
|
||
|
Total current liabilities
|
323,561
|
|
|
368,268
|
|
||
|
Long-term debt
|
1,344,687
|
|
|
1,350,402
|
|
||
|
Deferred income
|
6,007
|
|
|
6,523
|
|
||
|
Deferred income taxes
|
475,908
|
|
|
470,521
|
|
||
|
Other liabilities
|
108,600
|
|
|
108,885
|
|
||
|
Commitments and contingencies
|
|
|
|
|
|
||
|
Stockholders’ equity:
|
|
|
|
|
|
||
|
Common stock
|
47,042
|
|
|
47,042
|
|
||
|
Additional paid-in capital
|
2,779,947
|
|
|
2,779,871
|
|
||
|
Accumulated deficit
|
(430,457
|
)
|
|
(434,999
|
)
|
||
|
Common stock held in treasury, at cost
|
(393,818
|
)
|
|
(395,947
|
)
|
||
|
Accumulated other comprehensive income
|
4,627
|
|
|
102
|
|
||
|
Total stockholders’ equity
|
2,007,341
|
|
|
1,996,069
|
|
||
|
Total liabilities and stockholders’ equity
|
$
|
4,266,104
|
|
|
$
|
4,300,668
|
|
|
|
|
Three Months Ended
|
||||||
|
|
|
April 1,
2012 |
|
April 3,
2011 |
||||
|
|
|
(Unaudited)
|
||||||
|
Revenues:
|
|
|
|
|
||||
|
Sales
|
|
$
|
519,929
|
|
|
$
|
509,286
|
|
|
Franchise revenues
|
|
73,258
|
|
|
73,179
|
|
||
|
|
|
593,187
|
|
|
582,465
|
|
||
|
Costs and expenses:
|
|
|
|
|
||||
|
Cost of sales
|
|
455,467
|
|
|
438,871
|
|
||
|
General and administrative
|
|
72,304
|
|
|
74,685
|
|
||
|
Depreciation and amortization
|
|
32,311
|
|
|
30,314
|
|
||
|
Impairment of long-lived assets
|
|
4,511
|
|
|
7,897
|
|
||
|
Facilities relocation and other transition costs
|
|
5,531
|
|
|
—
|
|
||
|
Transaction related costs
|
|
612
|
|
|
1,884
|
|
||
|
Other operating expense, net
|
|
1,535
|
|
|
797
|
|
||
|
|
|
572,271
|
|
|
554,448
|
|
||
|
Operating profit
|
|
20,916
|
|
|
28,017
|
|
||
|
Interest expense
|
|
(28,235
|
)
|
|
(29,442
|
)
|
||
|
Gain on sale of investment, net
|
|
27,407
|
|
|
—
|
|
||
|
Other income, net
|
|
1,524
|
|
|
253
|
|
||
|
Income (loss) from continuing operations before
income taxes and noncontrolling interests
|
|
21,612
|
|
|
(1,172
|
)
|
||
|
(Provision for) benefit from income taxes
|
|
(6,878
|
)
|
|
876
|
|
||
|
Income (loss) from continuing operations
|
|
14,734
|
|
|
(296
|
)
|
||
|
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
(1,113
|
)
|
||
|
Net income (loss)
|
|
14,734
|
|
|
(1,409
|
)
|
||
|
Net income attributable to noncontrolling interests
|
|
(2,384
|
)
|
|
—
|
|
||
|
Net income (loss) attributable to The Wendy’s Company
|
|
$
|
12,350
|
|
|
$
|
(1,409
|
)
|
|
|
|
|
|
|
||||
|
Basic and diluted income (loss) per share attributable to The Wendy’s Company:
|
|
|
|
|
||||
|
Continuing operations
|
|
$
|
.03
|
|
|
$
|
.00
|
|
|
Discontinued operations
|
|
.00
|
|
|
.00
|
|
||
|
Net income (loss)
|
|
$
|
.03
|
|
|
$
|
.00
|
|
|
|
|
|
|
|
||||
|
Dividends per share
|
|
$
|
.02
|
|
|
$
|
.02
|
|
|
|
|
Three Months Ended
|
||||||
|
|
|
April 1,
2012 |
|
April 3,
2011 |
||||
|
|
|
(Unaudited)
|
||||||
|
Net income (loss)
|
|
$
|
14,734
|
|
|
$
|
(1,409
|
)
|
|
Other comprehensive income, net:
|
|
|
|
|
||||
|
Foreign currency translation adjustment
|
|
4,742
|
|
|
7,649
|
|
||
|
Change in unrecognized pension loss, net of income tax benefit
(provision) of $127 and ($21), respectively
|
|
(217
|
)
|
|
(46
|
)
|
||
|
Other comprehensive income, net
|
|
4,525
|
|
|
7,603
|
|
||
|
Comprehensive income
|
|
19,259
|
|
|
6,194
|
|
||
|
Comprehensive income attributable to noncontrolling interests
|
|
(2,384
|
)
|
|
—
|
|
||
|
Comprehensive income attributable to The Wendy’s Company
|
|
$
|
16,875
|
|
|
$
|
6,194
|
|
|
|
Three Months Ended
|
||||||
|
|
April 1,
2012 |
|
April 3,
2011 |
||||
|
|
(Unaudited)
|
||||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net income (loss)
|
$
|
14,734
|
|
|
$
|
(1,409
|
)
|
|
Adjustments to reconcile net income (loss) to net cash (used in)
provided by operating activities:
|
|
|
|
|
|
||
|
Depreciation and amortization
|
32,952
|
|
|
43,125
|
|
||
|
Deferred income tax provision (benefit), net
|
5,773
|
|
|
(2,900
|
)
|
||
|
Distributions received from joint venture
|
3,253
|
|
|
3,113
|
|
||
|
Impairment of long-lived assets
|
4,511
|
|
|
9,612
|
|
||
|
Share-based compensation provision
|
2,597
|
|
|
3,241
|
|
||
|
Accretion of long-term debt
|
2,010
|
|
|
2,130
|
|
||
|
Non-cash rent expense
|
1,639
|
|
|
1,807
|
|
||
|
Write-off and amortization of deferred financing costs
|
1,361
|
|
|
2,151
|
|
||
|
Net (recognition) receipt of deferred vendor incentives
|
(58
|
)
|
|
29,357
|
|
||
|
Equity in earnings in joint ventures, net
|
(2,134
|
)
|
|
(2,363
|
)
|
||
|
Gain on sale of investment, net
|
(27,407
|
)
|
|
—
|
|
||
|
Other, net
|
1,404
|
|
|
1,176
|
|
||
|
Changes in operating assets and liabilities:
|
|
|
|
||||
|
Accounts and notes receivable
|
(74
|
)
|
|
2,342
|
|
||
|
Inventories
|
920
|
|
|
(370
|
)
|
||
|
Prepaid expenses and other current assets
|
(2,658
|
)
|
|
(8,676
|
)
|
||
|
Accounts payable
|
(12,313
|
)
|
|
4,234
|
|
||
|
Accrued expenses and other current liabilities
|
(41,654
|
)
|
|
(33,107
|
)
|
||
|
Net cash (used in) provided by operating activities
|
(15,144
|
)
|
|
53,463
|
|
||
|
Cash flows from investing activities:
|
|
|
|
|
|
||
|
Capital expenditures
|
(46,998
|
)
|
|
(28,568
|
)
|
||
|
Restaurant acquisitions
|
(2,594
|
)
|
|
(2,900
|
)
|
||
|
Franchise incentive loans
|
(1,096
|
)
|
|
—
|
|
||
|
Proceeds from sale of investment
|
24,374
|
|
|
—
|
|
||
|
Other, net
|
277
|
|
|
300
|
|
||
|
Net cash used in investing activities
|
(26,037
|
)
|
|
(31,168
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
|
|
||
|
Repayments of long-term debt
|
(6,354
|
)
|
|
(30,211
|
)
|
||
|
Dividends paid
|
(7,795
|
)
|
|
(8,374
|
)
|
||
|
Distributions to noncontrolling interests
|
(3,667
|
)
|
|
—
|
|
||
|
Proceeds from stock option exercises
|
1,156
|
|
|
2,902
|
|
||
|
Other, net
|
52
|
|
|
(18
|
)
|
||
|
Net cash used in financing activities
|
(16,608
|
)
|
|
(35,701
|
)
|
||
|
Net cash used in operations before effect of
exchange rate changes on cash
|
(57,789
|
)
|
|
(13,406
|
)
|
||
|
Effect of exchange rate changes on cash
|
968
|
|
|
959
|
|
||
|
Net decrease in cash and cash equivalents
|
(56,821
|
)
|
|
(12,447
|
)
|
||
|
Cash and cash equivalents at beginning of period
|
475,231
|
|
|
512,508
|
|
||
|
Cash and cash equivalents at end of period
|
$
|
418,410
|
|
|
$
|
500,061
|
|
|
|
Year Ended
|
||||||
|
|
April 1,
2012 |
|
April 3,
2011 |
||||
|
|
|
||||||
|
Supplemental cash flow information:
|
|
|
|
|
|
||
|
Cash paid during the period for:
|
|
|
|
|
|
||
|
Interest
|
$
|
36,287
|
|
|
$
|
41,721
|
|
|
Income taxes, net of refunds
|
$
|
6,323
|
|
|
$
|
2,884
|
|
|
|
April 1,
2012 |
|
January 1,
2012 |
||||
|
ASSETS
|
(Unaudited)
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
281,713
|
|
|
$
|
346,648
|
|
|
Accounts and notes receivable
|
67,974
|
|
|
67,453
|
|
||
|
Inventories
|
12,004
|
|
|
12,903
|
|
||
|
Prepaid expenses and other current assets
|
34,870
|
|
|
18,408
|
|
||
|
Deferred income tax benefit
|
92,667
|
|
|
94,963
|
|
||
|
Advertising funds restricted assets
|
77,289
|
|
|
69,672
|
|
||
|
Total current assets
|
566,517
|
|
|
610,047
|
|
||
|
Properties
|
1,195,106
|
|
|
1,192,196
|
|
||
|
Goodwill
|
877,309
|
|
|
875,708
|
|
||
|
Other intangible assets
|
1,299,480
|
|
|
1,304,288
|
|
||
|
Investments
|
114,759
|
|
|
114,651
|
|
||
|
Deferred costs and other assets
|
66,111
|
|
|
66,827
|
|
||
|
Total assets
|
$
|
4,119,282
|
|
|
$
|
4,163,717
|
|
|
|
|
|
|
||||
|
LIABILITIES AND INVESTED EQUITY
|
|
|
|
|
|
||
|
Current liabilities:
|
|
|
|
|
|
||
|
Current portion of long-term debt
|
$
|
5,969
|
|
|
$
|
5,137
|
|
|
Accounts payable
|
53,514
|
|
|
80,986
|
|
||
|
Accrued expenses and other current liabilities
|
185,769
|
|
|
212,150
|
|
||
|
Due to parent
|
13,802
|
|
|
—
|
|
||
|
Advertising funds restricted liabilities
|
77,289
|
|
|
69,672
|
|
||
|
Total current liabilities
|
336,343
|
|
|
367,945
|
|
||
|
Long-term debt
|
1,339,376
|
|
|
1,340,559
|
|
||
|
Due to parent
|
—
|
|
|
15,368
|
|
||
|
Deferred income
|
6,007
|
|
|
6,523
|
|
||
|
Deferred income taxes
|
535,973
|
|
|
537,689
|
|
||
|
Other liabilities
|
95,548
|
|
|
95,969
|
|
||
|
Commitments and contingencies
|
|
|
|
|
|
||
|
Invested equity:
|
|
|
|
||||
|
Member interest
|
—
|
|
|
—
|
|
||
|
Other capital
|
2,442,486
|
|
|
2,440,130
|
|
||
|
Accumulated deficit
|
(487,294
|
)
|
|
(486,567
|
)
|
||
|
Advances to parent
|
(155,000
|
)
|
|
(155,000
|
)
|
||
|
Accumulated other comprehensive income
|
5,843
|
|
|
1,101
|
|
||
|
Total invested equity
|
1,806,035
|
|
|
1,799,664
|
|
||
|
Total liabilities and invested equity
|
$
|
4,119,282
|
|
|
$
|
4,163,717
|
|
|
|
|
Three Months Ended
|
||||||
|
|
|
April 1,
2012 |
|
April 3,
2011 |
||||
|
|
|
(Unaudited)
|
||||||
|
Revenues:
|
|
|
|
|
||||
|
Sales
|
|
$
|
519,929
|
|
|
$
|
509,286
|
|
|
Franchise revenues
|
|
73,258
|
|
|
73,179
|
|
||
|
|
|
593,187
|
|
|
582,465
|
|
||
|
Costs and expenses:
|
|
|
|
|
||||
|
Cost of sales
|
|
455,467
|
|
|
438,871
|
|
||
|
General and administrative
|
|
70,080
|
|
|
71,939
|
|
||
|
Depreciation and amortization
|
|
32,308
|
|
|
29,849
|
|
||
|
Impairment of long-lived assets
|
|
2,883
|
|
|
7,897
|
|
||
|
Facilities relocation and other transition costs
|
|
5,531
|
|
|
—
|
|
||
|
Transaction related costs
|
|
612
|
|
|
1,279
|
|
||
|
Other operating expense, net
|
|
1,571
|
|
|
742
|
|
||
|
|
|
568,452
|
|
|
550,577
|
|
||
|
Operating profit
|
|
24,735
|
|
|
31,888
|
|
||
|
Interest expense
|
|
(28,073
|
)
|
|
(29,215
|
)
|
||
|
Other income, net
|
|
1,575
|
|
|
213
|
|
||
|
(Loss) income from continuing operations before
income taxes
|
|
(1,763
|
)
|
|
2,886
|
|
||
|
Benefit from (provision for) income taxes
|
|
1,036
|
|
|
(748
|
)
|
||
|
(Loss) income from continuing operations
|
|
(727
|
)
|
|
2,138
|
|
||
|
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
(1,113
|
)
|
||
|
Net (loss) income
|
|
$
|
(727
|
)
|
|
$
|
1,025
|
|
|
|
|
Three Months Ended
|
||||||
|
|
|
April 1,
2012 |
|
April 3,
2011 |
||||
|
|
|
(Unaudited)
|
||||||
|
Net (loss) income
|
|
$
|
(727
|
)
|
|
$
|
1,025
|
|
|
Other comprehensive income, net:
|
|
|
|
|
||||
|
Foreign currency translation adjustment
|
|
4,742
|
|
|
7,649
|
|
||
|
Change in net unrecognized pension loss, net of income tax
provision of $15 in 2011
|
|
—
|
|
|
(55
|
)
|
||
|
Other comprehensive income, net
|
|
4,742
|
|
|
7,594
|
|
||
|
Comprehensive income
|
|
$
|
4,015
|
|
|
$
|
8,619
|
|
|
|
Three Months Ended
|
||||||
|
|
April 1,
2012 |
|
April 3,
2011 |
||||
|
|
(Unaudited)
|
||||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net (loss) income
|
$
|
(727
|
)
|
|
$
|
1,025
|
|
|
Adjustments to reconcile net (loss) income to net cash (used in)
provided by operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
32,949
|
|
|
42,660
|
|
||
|
Distributions received from joint venture
|
3,253
|
|
|
3,113
|
|
||
|
Impairment of long-lived assets
|
2,883
|
|
|
9,612
|
|
||
|
Share-based compensation provision
|
2,356
|
|
|
2,999
|
|
||
|
Accretion of long-term debt
|
2,010
|
|
|
2,130
|
|
||
|
Non-cash rent expense
|
1,639
|
|
|
1,807
|
|
||
|
Write-off and amortization of deferred financing costs
|
1,349
|
|
|
2,148
|
|
||
|
Net (recognition) receipt of deferred vendor incentives
|
(58
|
)
|
|
29,357
|
|
||
|
Deferred income tax benefit, net
|
(857
|
)
|
|
(336
|
)
|
||
|
Equity in earnings in joint ventures, net
|
(2,134
|
)
|
|
(2,363
|
)
|
||
|
Tax sharing payment to parent
|
—
|
|
|
(13,078
|
)
|
||
|
Other, net
|
(190
|
)
|
|
(244
|
)
|
||
|
Changes in operating assets and liabilities:
|
|
|
|
||||
|
Accounts and notes receivable
|
(163
|
)
|
|
2,206
|
|
||
|
Inventories
|
920
|
|
|
(370
|
)
|
||
|
Prepaid expenses and other current assets
|
(2,444
|
)
|
|
(8,497
|
)
|
||
|
Accounts payable
|
(12,148
|
)
|
|
3,614
|
|
||
|
Accrued expenses and other current liabilities
|
(41,738
|
)
|
|
(33,180
|
)
|
||
|
Net cash (used in) provided by operating activities
|
(13,100
|
)
|
|
42,603
|
|
||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Capital expenditures
|
(46,998
|
)
|
|
(28,568
|
)
|
||
|
Restaurant acquisitions
|
(2,594
|
)
|
|
(2,900
|
)
|
||
|
Franchise incentive loans
|
(1,096
|
)
|
|
—
|
|
||
|
Other, net
|
(17
|
)
|
|
303
|
|
||
|
Net cash used in investing activities
|
(50,705
|
)
|
|
(31,165
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Repayments of long-term debt
|
(2,098
|
)
|
|
(29,765
|
)
|
||
|
Other, net
|
—
|
|
|
(18
|
)
|
||
|
Net cash used in financing activities
|
(2,098
|
)
|
|
(29,783
|
)
|
||
|
Net cash used in operations before effect of exchange rate
changes on cash
|
(65,903
|
)
|
|
(18,345
|
)
|
||
|
Effect of exchange rate changes on cash
|
968
|
|
|
959
|
|
||
|
Net decrease in cash and cash equivalents
|
(64,935
|
)
|
|
(17,386
|
)
|
||
|
Cash and cash equivalents at beginning of period
|
346,648
|
|
|
198,686
|
|
||
|
Cash and cash equivalents at end of period
|
$
|
281,713
|
|
|
$
|
181,300
|
|
|
|
Year Ended
|
||||||
|
|
April 1,
2012 |
|
April 3,
2011 |
||||
|
Supplemental cash flow information:
|
|
|
|
||||
|
Cash paid during the period for:
|
|
|
|
||||
|
Interest
|
$
|
36,055
|
|
|
$
|
41,449
|
|
|
Income taxes, net of refunds
|
$
|
6,739
|
|
|
$
|
2,273
|
|
|
•
|
Statement of operations - Arby’s loss from operations for the three months ended
April 3, 2011
has been classified as discontinued operations.
|
|
•
|
Statement of cash flows - Arby’s cash flows for the three months ended
April 3, 2011
have been included in, and not separately reported from, our consolidated cash flows.
|
|
Revenues
|
|
$
|
265,359
|
|
|
|
|
|
||
|
Loss from discontinued operations, net of
income taxes:
|
|
|
||
|
Loss from discontinued operations before
income taxes
|
|
$
|
(2,193
|
)
|
|
Benefit from income taxes
|
|
1,080
|
|
|
|
Loss from discontinued operations
|
|
$
|
(1,113
|
)
|
|
|
Three Months Ended
|
||||||
|
|
April 1,
2012 |
|
April 3,
2011 |
||||
|
Balance at beginning of period
|
$
|
91,742
|
|
|
$
|
98,631
|
|
|
|
|
|
|
||||
|
Equity in earnings for the period
|
2,991
|
|
|
2,926
|
|
||
|
Amortization of purchase price adjustments (a)
|
(780
|
)
|
|
(563
|
)
|
||
|
|
2,211
|
|
|
2,363
|
|
||
|
|
|
|
|
||||
|
Distributions received
|
(3,253
|
)
|
|
(3,113
|
)
|
||
|
Foreign currency translation adjustment included in
“Other comprehensive income”
|
2,135
|
|
|
3,465
|
|
||
|
Balance at end of period (b)
|
$
|
92,835
|
|
|
$
|
101,346
|
|
|
(a)
|
Based upon an original average aggregate life of
21
years.
|
|
(b)
|
Included in “Investments”.
|
|
|
April 1,
2012 |
|
April 3,
2011 |
||||
|
Balance sheet information:
|
|
|
|
||||
|
Properties
|
C$
|
73,960
|
|
|
C$
|
77,714
|
|
|
Cash and cash equivalents
|
1,882
|
|
|
2,011
|
|
||
|
Accounts receivable
|
4,490
|
|
|
3,775
|
|
||
|
Other
|
2,620
|
|
|
2,980
|
|
||
|
|
C$
|
82,952
|
|
|
C$
|
86,480
|
|
|
|
|
|
|
||||
|
Accounts payable and accrued liabilities
|
C$
|
1,282
|
|
|
C$
|
701
|
|
|
Other liabilities
|
8,701
|
|
|
9,222
|
|
||
|
Partners’ equity
|
72,969
|
|
|
76,557
|
|
||
|
|
C$
|
82,952
|
|
|
C$
|
86,480
|
|
|
|
Three Months Ended
|
||||||
|
|
April 1,
2012 |
|
April 3,
2011 |
||||
|
Income statement information:
|
|
|
|
||||
|
Revenues
|
C$
|
9,148
|
|
|
C$
|
8,906
|
|
|
Income before income taxes and net income
|
5,994
|
|
|
6,129
|
|
||
|
|
April 1, 2012
|
||||||||||
|
|
Wendy’s
Restaurants |
|
Corporate
|
|
The Wendy’s
Company
|
||||||
|
Financial assets
|
|
|
|
|
|
||||||
|
Carrying Amount:
|
|
|
|
|
|
||||||
|
Non-current cost investments
|
$
|
21,924
|
|
|
$
|
4,210
|
|
|
$
|
26,134
|
|
|
Interest rate swaps
|
11,153
|
|
|
—
|
|
|
11,153
|
|
|||
|
|
|
|
|
|
|
||||||
|
Fair Value:
|
|
|
|
|
|
||||||
|
Non-current cost investments - Level 3 (a)
|
$
|
25,221
|
|
|
$
|
8,381
|
|
|
$
|
33,602
|
|
|
Interest rate swaps - Level 2 (b)
|
11,153
|
|
|
—
|
|
|
11,153
|
|
|||
|
|
April 1, 2012
|
|
|
||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Fair Value
Measurements
|
||||
|
Financial liabilities
|
|
|
|
|
|
||||
|
Long-term debt, including current portion:
|
|
|
|
|
|
||||
|
Senior Notes
|
$
|
555,339
|
|
|
$
|
623,195
|
|
|
Level 2
|
|
Term Loan
|
464,960
|
|
|
469,021
|
|
|
Level 2
|
||
|
6.20% senior notes
|
225,300
|
|
|
251,903
|
|
|
Level 2
|
||
|
7% debentures
|
82,629
|
|
|
90,300
|
|
|
Level 2
|
||
|
Capitalized lease obligations (c)
|
14,940
|
|
|
15,024
|
|
|
Level 3
|
||
|
Sale-leaseback obligations (c)
|
1,470
|
|
|
1,448
|
|
|
Level 3
|
||
|
Other
|
707
|
|
|
705
|
|
|
Level 3
|
||
|
Total Wendy’s Restaurants long-term debt,
including current portion
|
1,345,345
|
|
|
1,451,596
|
|
|
|
||
|
6.54% aircraft term loan (c)
|
7,047
|
|
|
7,040
|
|
|
Level 3
|
||
|
Total The Wendy’s Company long-term debt,
including current portion
|
$
|
1,352,392
|
|
|
$
|
1,458,636
|
|
|
|
|
Guarantees of:
|
|
|
|
|
|
||||
|
Franchisee loans obligations (d)
|
$
|
759
|
|
|
$
|
759
|
|
|
Level 3
|
|
(a)
|
The fair value of our indirect investment in Arby’s is based on the fair value as determined in connection with its sale in July 2011 and our review of their current audited financial information. We are basing the fair value of the remaining investments on our review of 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 its review of valuations performed by the investment managers or investees in valuing those investments or third-party appraisals.
|
|
(b)
|
Our interest rate swaps (and cash and cash equivalents as described below) are the Companies’ only financial assets and liabilities whose carrying value is determined on a recurring basis by the valuation hierarchy as defined in the fair value guidance.
|
|
(c)
|
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.
|
|
(d)
|
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 adjusted for a history of defaults.
|
|
|
|
|
Fair Value Measurements
|
|
Three Months
Ended
April 1, 2012
Total Losses
|
||||||||||||||
|
|
April 1,
2012 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||||
|
Properties
|
$
|
495
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
495
|
|
|
$
|
2,880
|
|
|
Other intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
|
Total Wendy’s Restaurants
|
495
|
|
|
—
|
|
|
—
|
|
|
495
|
|
|
2,883
|
|
|||||
|
Aircraft
|
7,148
|
|
|
—
|
|
|
—
|
|
|
7,148
|
|
|
1,628
|
|
|||||
|
Total Wendy’s Company
|
$
|
7,643
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,643
|
|
|
$
|
4,511
|
|
|
|
|
Three Months Ended
|
||||||
|
|
|
April 1,
2012 |
|
April 3,
2011 |
||||
|
Impairment of company-owned restaurants:
|
|
|
|
|
||||
|
Properties
|
|
$
|
2,880
|
|
|
$
|
6,084
|
|
|
Intangible assets
|
|
3
|
|
|
1,813
|
|
||
|
Total Wendy’s Restaurants
|
|
2,883
|
|
|
7,897
|
|
||
|
Aircraft
|
|
1,628
|
|
|
—
|
|
||
|
Total The Wendy’s Company
|
|
$
|
4,511
|
|
|
$
|
7,897
|
|
|
|
|
Three Months Ended
|
|
Total Incurred
|
|
Total Expected
|
||||||
|
|
|
April 1, 2012
|
|
Since Inception
|
|
to be Incurred
|
||||||
|
Severance, retention and other payroll costs
|
|
$
|
2,999
|
|
|
$
|
8,344
|
|
|
$
|
12,849
|
|
|
Relocation costs
|
|
576
|
|
|
576
|
|
|
6,652
|
|
|||
|
Existing facilities closure costs
|
|
—
|
|
|
—
|
|
|
5,537
|
|
|||
|
Consulting and professional fees
|
|
885
|
|
|
885
|
|
|
6,042
|
|
|||
|
Other
|
|
430
|
|
|
415
|
|
|
3,090
|
|
|||
|
|
|
4,890
|
|
|
10,220
|
|
|
34,170
|
|
|||
|
Accelerated depreciation
|
|
641
|
|
|
838
|
|
|
1,925
|
|
|||
|
Total
|
|
$
|
5,531
|
|
|
$
|
11,058
|
|
|
$
|
36,095
|
|
|
|
|
Balance
January 1, 2012 |
|
Charges
|
|
Payments
|
|
Balance
April 1, 2012 |
||||||||
|
Severance, retention and other payroll costs
|
|
$
|
5,345
|
|
|
$
|
2,999
|
|
|
$
|
(770
|
)
|
|
$
|
7,574
|
|
|
Relocation costs
|
|
—
|
|
|
576
|
|
|
(290
|
)
|
|
286
|
|
||||
|
Consulting and professional fees
|
|
—
|
|
|
885
|
|
|
(403
|
)
|
|
482
|
|
||||
|
Other
|
|
—
|
|
|
430
|
|
|
(159
|
)
|
|
271
|
|
||||
|
|
|
$
|
5,345
|
|
|
$
|
4,890
|
|
|
$
|
(1,622
|
)
|
|
$
|
8,613
|
|
|
|
|
Three Months Ended
|
||||||
|
|
|
April 1,
2012 |
|
April 3,
2011 |
||||
|
Income (loss) from continuing operations
|
|
$
|
12,350
|
|
|
$
|
(296
|
)
|
|
Loss from discontinued operations
|
|
—
|
|
|
(1,113
|
)
|
||
|
Net income (loss) attributable to The Wendy’s Company
|
|
$
|
12,350
|
|
|
$
|
(1,409
|
)
|
|
|
|
Three Months Ended
|
||||
|
|
|
April 1,
2012 |
|
April 3,
2011 |
||
|
Common stock:
|
|
|
|
|
||
|
Weighted average basic shares outstanding
|
|
389,701
|
|
|
418,520
|
|
|
Dilutive effect of stock options and restricted
shares
|
|
2,574
|
|
|
—
|
|
|
Weighted average diluted shares outstanding
|
|
392,275
|
|
|
418,520
|
|
|
|
Three Months Ended
|
||||||
|
|
April 1,
2012 |
|
April 3,
2011 |
||||
|
Balance, beginning of year
|
$
|
1,996,069
|
|
|
$
|
2,163,174
|
|
|
Comprehensive income
|
16,875
|
|
|
6,194
|
|
||
|
Share-based compensation
|
2,597
|
|
|
3,241
|
|
||
|
Exercises of stock options
|
654
|
|
|
2,838
|
|
||
|
Dividends paid
|
(7,795
|
)
|
|
(8,374
|
)
|
||
|
Other
|
(1,059
|
)
|
|
40
|
|
||
|
Balance, end of the period
|
$
|
2,007,341
|
|
|
$
|
2,167,113
|
|
|
|
Three Months Ended
|
||||||
|
|
April 1,
2012 |
|
April 3,
2011 |
||||
|
Balance, beginning of year
|
$
|
1,799,664
|
|
|
$
|
1,776,630
|
|
|
Comprehensive income
|
4,015
|
|
|
8,619
|
|
||
|
Share-based compensation
|
2,356
|
|
|
2,999
|
|
||
|
Balance, end of the period
|
$
|
1,806,035
|
|
|
$
|
1,788,248
|
|
|
|
Three Months Ended
|
||||||
|
|
April 1,
2012 |
|
April 3,
2011 |
||||
|
SSG agreement (a)
|
$
|
—
|
|
|
$
|
(2,275
|
)
|
|
Subleases with related parties (b)
|
(49
|
)
|
|
(57
|
)
|
||
|
|
|
|
|
|
|
||
|
(The Wendy’s Company)
|
|
|
|
|
|
||
|
Transactions with the Management Company (c):
|
|
|
|
||||
|
Advisory fees
|
$
|
—
|
|
|
$
|
250
|
|
|
Sublease income
|
(407
|
)
|
|
(408
|
)
|
||
|
Use of corporate aircraft
|
(38
|
)
|
|
(30
|
)
|
||
|
Liquidation services agreement
|
—
|
|
|
110
|
|
||
|
Distributions of proceeds to noncontrolling interests (see Note 4)
|
3,667
|
|
|
—
|
|
||
|
(a)
|
In anticipation of the sale of Arby’s, effective April 2011, the activities of Strategic Sourcing Group Co-op, LLC (“SSG”) were transferred to Quality Supply Chain Co-op, Inc. (“QSCC”) and Arby’s independent purchasing cooperative (“ARCOP”). Wendy’s Restaurants had committed to pay approximately
$5,145
of SSG expenses, which were expensed in 2010 and included in “General and administrative.” During the first quarter of 2011, the remaining accrued commitment of
$2,275
was reversed and credited to “General and administrative.”
|
|
(b)
|
The Companies received
$49
and
$39
of sublease income from QSCC during the first quarter of 2012 and 2011, respectively, and
$18
of sublease income from SSG during the first quarter 2011.
|
|
(c)
|
The Wendy’s Company had the following transactions with the Management Company; (1) paid advisory fees of
$250
in connection with a services agreement and recorded amortization of
$110
related to fees paid for assistance in the sale, liquidation or other disposition of certain of our investments, both of which are included in “General and administrative” in the first quarter of 2011 and (2) recorded income of
$407
and
$408
under an office sublease agreement, which expires in May 2012, and income of
$38
and
$30
from TASCO, LLC (an affiliate of the Management Company) under an aircraft lease agreement in the first quarter of 2012 and 2011, respectively, which are included as an offset to “General and administrative.”
|
|
|
Three Months Ended
|
||||||
|
|
April 1,
2012 |
|
April 3,
2011 |
||||
|
Payments for Federal and state income tax (d)
|
$
|
—
|
|
|
$
|
13,078
|
|
|
Share-based compensation (e)
|
2,356
|
|
|
2,419
|
|
||
|
Expense under management service agreements (f)
|
—
|
|
|
1,261
|
|
||
|
(d)
|
Wendy’s Restaurants made cash payments to The Wendy’s Company under a tax sharing agreement as discussed in Note 8.
|
|
(e)
|
Wendy’s Restaurants incurs share-based compensation costs for The Wendy’s Company common stock awards issued to certain employees under The Wendy’s Company equity plan. Such compensation costs are allocated by The Wendy’s Company to Wendy’s Restaurants and are recorded as capital contributions from The Wendy’s Company.
|
|
(f)
|
Wendy’s Restaurants incurred
$1,261
for management services by The Wendy’s Company during the first quarter of 2011 under a management services agreement which was terminated upon the sale of Arby’s. Such fees were included in “General and administrative” and were settled through Wendy’s Restaurants’ intercompany account with The Wendy’s Company.
|
|
|
|
|
Guarantor
|
|
Non-guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
110,150
|
|
|
$
|
134,399
|
|
|
$
|
37,164
|
|
|
$
|
—
|
|
|
$
|
281,713
|
|
|
Accounts and notes receivable
|
1,430
|
|
|
60,075
|
|
|
6,469
|
|
|
—
|
|
|
67,974
|
|
|||||
|
Inventories
|
—
|
|
|
10,958
|
|
|
1,046
|
|
|
—
|
|
|
12,004
|
|
|||||
|
Prepaid expenses and other current assets
|
4,688
|
|
|
28,602
|
|
|
1,580
|
|
|
—
|
|
|
34,870
|
|
|||||
|
Deferred income tax benefit
|
57,437
|
|
|
34,226
|
|
|
1,004
|
|
|
—
|
|
|
92,667
|
|
|||||
|
Due from affiliate
|
322,597
|
|
|
—
|
|
|
—
|
|
|
(322,597
|
)
|
|
—
|
|
|||||
|
Advertising funds restricted assets
|
—
|
|
|
—
|
|
|
77,289
|
|
|
—
|
|
|
77,289
|
|
|||||
|
Total current assets
|
496,302
|
|
|
268,260
|
|
|
124,552
|
|
|
(322,597
|
)
|
|
566,517
|
|
|||||
|
Properties
|
11,012
|
|
|
1,124,305
|
|
|
59,789
|
|
|
—
|
|
|
1,195,106
|
|
|||||
|
Goodwill
|
—
|
|
|
828,914
|
|
|
149,115
|
|
|
(100,720
|
)
|
|
877,309
|
|
|||||
|
Other intangible assets
|
16,620
|
|
|
1,258,578
|
|
|
24,282
|
|
|
—
|
|
|
1,299,480
|
|
|||||
|
Investments
|
19,000
|
|
|
—
|
|
|
95,759
|
|
|
—
|
|
|
114,759
|
|
|||||
|
Deferred costs and other assets
|
25,052
|
|
|
40,668
|
|
|
391
|
|
|
—
|
|
|
66,111
|
|
|||||
|
Net investment in subsidiaries
|
2,274,293
|
|
|
354,763
|
|
|
—
|
|
|
(2,629,056
|
)
|
|
—
|
|
|||||
|
Deferred income tax benefit
|
31,368
|
|
|
—
|
|
|
—
|
|
|
(31,368
|
)
|
|
—
|
|
|||||
|
Total assets
|
$
|
2,873,647
|
|
|
$
|
3,875,488
|
|
|
$
|
453,888
|
|
|
$
|
(3,083,741
|
)
|
|
$
|
4,119,282
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
LIABILITIES AND INVESTED EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current portion of long-term debt
|
$
|
4,785
|
|
|
$
|
919
|
|
|
$
|
265
|
|
|
$
|
—
|
|
|
$
|
5,969
|
|
|
Accounts payable
|
3,723
|
|
|
44,377
|
|
|
5,414
|
|
|
—
|
|
|
53,514
|
|
|||||
|
Accrued expenses and other current liabilities
|
40,553
|
|
|
139,557
|
|
|
5,659
|
|
|
—
|
|
|
185,769
|
|
|||||
|
Due to affiliates
|
—
|
|
|
332,045
|
|
|
4,354
|
|
|
(322,597
|
)
|
|
13,802
|
|
|||||
|
Advertising funds restricted liabilities
|
—
|
|
|
—
|
|
|
77,289
|
|
|
—
|
|
|
77,289
|
|
|||||
|
Total current liabilities
|
49,061
|
|
|
516,898
|
|
|
92,981
|
|
|
(322,597
|
)
|
|
336,343
|
|
|||||
|
Long-term debt
|
1,015,550
|
|
|
320,290
|
|
|
3,536
|
|
|
—
|
|
|
1,339,376
|
|
|||||
|
Deferred income
|
—
|
|
|
5,662
|
|
|
345
|
|
|
—
|
|
|
6,007
|
|
|||||
|
Deferred income taxes
|
—
|
|
|
551,579
|
|
|
15,762
|
|
|
(31,368
|
)
|
|
535,973
|
|
|||||
|
Other liabilities
|
3,001
|
|
|
84,217
|
|
|
8,330
|
|
|
—
|
|
|
95,548
|
|
|||||
|
Invested equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Member interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Other capital
|
2,442,486
|
|
|
2,169,333
|
|
|
332,805
|
|
|
(2,502,138
|
)
|
|
2,442,486
|
|
|||||
|
(Accumulated deficit) retained earnings
|
(487,294
|
)
|
|
376,666
|
|
|
(5,714
|
)
|
|
(370,952
|
)
|
|
(487,294
|
)
|
|||||
|
Advances to The Wendy’s Company
|
(155,000
|
)
|
|
(155,000
|
)
|
|
—
|
|
|
155,000
|
|
|
(155,000
|
)
|
|||||
|
Accumulated other comprehensive income
|
5,843
|
|
|
5,843
|
|
|
5,843
|
|
|
(11,686
|
)
|
|
5,843
|
|
|||||
|
Total invested equity
|
1,806,035
|
|
|
2,396,842
|
|
|
332,934
|
|
|
(2,729,776
|
)
|
|
1,806,035
|
|
|||||
|
Total liabilities and invested equity
|
$
|
2,873,647
|
|
|
$
|
3,875,488
|
|
|
$
|
453,888
|
|
|
$
|
(3,083,741
|
)
|
|
$
|
4,119,282
|
|
|
|
|
|
Guarantor
|
|
Non-guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
174,638
|
|
|
$
|
128,818
|
|
|
$
|
43,192
|
|
|
$
|
—
|
|
|
$
|
346,648
|
|
|
Accounts and notes receivable
|
2,682
|
|
|
59,137
|
|
|
5,634
|
|
|
—
|
|
|
67,453
|
|
|||||
|
Inventories
|
—
|
|
|
11,766
|
|
|
1,137
|
|
|
—
|
|
|
12,903
|
|
|||||
|
Prepaid expenses and other current assets
|
5,446
|
|
|
11,732
|
|
|
1,230
|
|
|
—
|
|
|
18,408
|
|
|||||
|
Deferred income tax benefit
|
59,737
|
|
|
34,226
|
|
|
1,000
|
|
|
—
|
|
|
94,963
|
|
|||||
|
Advertising funds restricted assets
|
—
|
|
|
—
|
|
|
69,672
|
|
|
—
|
|
|
69,672
|
|
|||||
|
Total current assets
|
242,503
|
|
|
245,679
|
|
|
121,865
|
|
|
—
|
|
|
610,047
|
|
|||||
|
Properties
|
12,431
|
|
|
1,120,383
|
|
|
59,382
|
|
|
—
|
|
|
1,192,196
|
|
|||||
|
Goodwill
|
—
|
|
|
828,411
|
|
|
145,133
|
|
|
(97,836
|
)
|
|
875,708
|
|
|||||
|
Other intangible assets
|
18,011
|
|
|
1,262,070
|
|
|
24,207
|
|
|
—
|
|
|
1,304,288
|
|
|||||
|
Investments
|
19,000
|
|
|
—
|
|
|
95,651
|
|
|
—
|
|
|
114,651
|
|
|||||
|
Deferred costs and other assets
|
26,446
|
|
|
40,131
|
|
|
250
|
|
|
—
|
|
|
66,827
|
|
|||||
|
Net investment in subsidiaries
|
2,253,006
|
|
|
348,931
|
|
|
—
|
|
|
(2,601,937
|
)
|
|
—
|
|
|||||
|
Deferred income tax benefit
|
29,269
|
|
|
—
|
|
|
—
|
|
|
(29,269
|
)
|
|
—
|
|
|||||
|
Due from affiliate
|
295,080
|
|
|
—
|
|
|
—
|
|
|
(295,080
|
)
|
|
—
|
|
|||||
|
Total assets
|
$
|
2,895,746
|
|
|
$
|
3,845,605
|
|
|
$
|
446,488
|
|
|
$
|
(3,024,122
|
)
|
|
$
|
4,163,717
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
LIABILITIES AND INVESTED EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current portion of long-term debt
|
$
|
3,952
|
|
|
$
|
923
|
|
|
$
|
262
|
|
|
$
|
—
|
|
|
$
|
5,137
|
|
|
Accounts payable
|
9,215
|
|
|
64,251
|
|
|
7,520
|
|
|
—
|
|
|
80,986
|
|
|||||
|
Accrued expenses and other current liabilities
|
62,209
|
|
|
137,105
|
|
|
12,836
|
|
|
—
|
|
|
212,150
|
|
|||||
|
Advertising funds restricted liabilities
|
—
|
|
|
—
|
|
|
69,672
|
|
|
—
|
|
|
69,672
|
|
|||||
|
Total current liabilities
|
75,376
|
|
|
202,279
|
|
|
90,290
|
|
|
—
|
|
|
367,945
|
|
|||||
|
Long-term debt
|
1,017,401
|
|
|
319,643
|
|
|
3,515
|
|
|
—
|
|
|
1,340,559
|
|
|||||
|
Due to affiliates
|
—
|
|
|
308,654
|
|
|
1,794
|
|
|
(295,080
|
)
|
|
15,368
|
|
|||||
|
Deferred income
|
—
|
|
|
6,132
|
|
|
391
|
|
|
—
|
|
|
6,523
|
|
|||||
|
Deferred income taxes
|
—
|
|
|
551,579
|
|
|
15,379
|
|
|
(29,269
|
)
|
|
537,689
|
|
|||||
|
Other liabilities
|
3,305
|
|
|
84,647
|
|
|
8,017
|
|
|
—
|
|
|
95,969
|
|
|||||
|
Invested equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Member interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Other capital
|
2,440,130
|
|
|
2,168,046
|
|
|
332,707
|
|
|
(2,500,753
|
)
|
|
2,440,130
|
|
|||||
|
(Accumulated deficit) retained earnings
|
(486,567
|
)
|
|
358,524
|
|
|
(6,706
|
)
|
|
(351,818
|
)
|
|
(486,567
|
)
|
|||||
|
Advances to The Wendy’s Company
|
(155,000
|
)
|
|
(155,000
|
)
|
|
—
|
|
|
155,000
|
|
|
(155,000
|
)
|
|||||
|
Accumulated other comprehensive income
|
1,101
|
|
|
1,101
|
|
|
1,101
|
|
|
(2,202
|
)
|
|
1,101
|
|
|||||
|
Total invested equity
|
1,799,664
|
|
|
2,372,671
|
|
|
327,102
|
|
|
(2,699,773
|
)
|
|
1,799,664
|
|
|||||
|
Total liabilities and invested equity
|
$
|
2,895,746
|
|
|
$
|
3,845,605
|
|
|
$
|
446,488
|
|
|
$
|
(3,024,122
|
)
|
|
$
|
4,163,717
|
|
|
|
|
|
Guarantor
|
|
Non-guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Sales
|
$
|
—
|
|
|
$
|
466,685
|
|
|
$
|
53,244
|
|
|
$
|
—
|
|
|
$
|
519,929
|
|
|
Franchise revenues
|
—
|
|
|
68,923
|
|
|
4,335
|
|
|
—
|
|
|
73,258
|
|
|||||
|
|
—
|
|
|
535,608
|
|
|
57,579
|
|
|
—
|
|
|
593,187
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cost of sales
|
—
|
|
|
406,024
|
|
|
49,443
|
|
|
—
|
|
|
455,467
|
|
|||||
|
General and administrative
|
—
|
|
|
66,024
|
|
|
4,056
|
|
|
—
|
|
|
70,080
|
|
|||||
|
Depreciation and amortization
|
2,981
|
|
|
26,765
|
|
|
2,562
|
|
|
—
|
|
|
32,308
|
|
|||||
|
Impairment of long-lived assets
|
—
|
|
|
2,630
|
|
|
253
|
|
|
—
|
|
|
2,883
|
|
|||||
|
Facilities relocation and other transition costs
|
5,444
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
5,531
|
|
|||||
|
Transaction related costs
|
615
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
612
|
|
|||||
|
Other operating expense (income), net
|
442
|
|
|
2,543
|
|
|
(1,414
|
)
|
|
—
|
|
|
1,571
|
|
|||||
|
|
9,482
|
|
|
504,070
|
|
|
54,900
|
|
|
—
|
|
|
568,452
|
|
|||||
|
Operating (loss) profit
|
(9,482
|
)
|
|
31,538
|
|
|
2,679
|
|
|
—
|
|
|
24,735
|
|
|||||
|
Interest expense
|
(22,158
|
)
|
|
(5,749
|
)
|
|
(166
|
)
|
|
—
|
|
|
(28,073
|
)
|
|||||
|
Other income (expense), net
|
5,283
|
|
|
(1,448
|
)
|
|
(2,260
|
)
|
|
—
|
|
|
1,575
|
|
|||||
|
Equity in income of subsidiaries
|
15,258
|
|
|
992
|
|
|
—
|
|
|
(16,250
|
)
|
|
—
|
|
|||||
|
(Loss) income before income taxes
|
(11,099
|
)
|
|
25,333
|
|
|
253
|
|
|
(16,250
|
)
|
|
(1,763
|
)
|
|||||
|
Benefit from (provision for) income taxes
|
10,372
|
|
|
(10,075
|
)
|
|
739
|
|
|
—
|
|
|
1,036
|
|
|||||
|
Net (loss) income
|
$
|
(727
|
)
|
|
$
|
15,258
|
|
|
$
|
992
|
|
|
$
|
(16,250
|
)
|
|
$
|
(727
|
)
|
|
|
|
|
Guarantor
|
|
Non-guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net (loss) income
|
$
|
(727
|
)
|
|
$
|
15,258
|
|
|
$
|
992
|
|
|
$
|
(16,250
|
)
|
|
$
|
(727
|
)
|
|
Other comprehensive income, net:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Foreign currency translation adjustment
|
4,742
|
|
|
4,742
|
|
|
4,742
|
|
|
(9,484
|
)
|
|
4,742
|
|
|||||
|
Other comprehensive income, net
|
4,742
|
|
|
4,742
|
|
|
4,742
|
|
|
(9,484
|
)
|
|
4,742
|
|
|||||
|
Comprehensive income
|
$
|
4,015
|
|
|
$
|
20,000
|
|
|
$
|
5,734
|
|
|
$
|
(25,734
|
)
|
|
$
|
4,015
|
|
|
|
|
|
Guarantor
|
|
Non-guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Sales
|
$
|
—
|
|
|
$
|
455,569
|
|
|
$
|
53,758
|
|
|
$
|
(41
|
)
|
|
$
|
509,286
|
|
|
Franchise revenues
|
—
|
|
|
68,766
|
|
|
4,421
|
|
|
(8
|
)
|
|
73,179
|
|
|||||
|
|
—
|
|
|
524,335
|
|
|
58,179
|
|
|
(49
|
)
|
|
582,465
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cost of sales
|
—
|
|
|
390,025
|
|
|
48,846
|
|
|
—
|
|
|
438,871
|
|
|||||
|
General and administrative
|
—
|
|
|
60,606
|
|
|
11,333
|
|
|
—
|
|
|
71,939
|
|
|||||
|
Depreciation and amortization
|
2,588
|
|
|
24,597
|
|
|
2,664
|
|
|
—
|
|
|
29,849
|
|
|||||
|
Impairment of long-lived assets
|
—
|
|
|
7,543
|
|
|
354
|
|
|
—
|
|
|
7,897
|
|
|||||
|
Transaction related costs
|
1,279
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,279
|
|
|||||
|
Other operating expense (income), net
|
—
|
|
|
2,674
|
|
|
(1,932
|
)
|
|
—
|
|
|
742
|
|
|||||
|
|
3,867
|
|
|
485,445
|
|
|
61,265
|
|
|
—
|
|
|
550,577
|
|
|||||
|
Operating (loss) profit
|
(3,867
|
)
|
|
38,890
|
|
|
(3,086
|
)
|
|
(49
|
)
|
|
31,888
|
|
|||||
|
Interest expense
|
(23,336
|
)
|
|
(5,734
|
)
|
|
(145
|
)
|
|
—
|
|
|
(29,215
|
)
|
|||||
|
Other income (expense), net
|
—
|
|
|
3,798
|
|
|
(3,585
|
)
|
|
—
|
|
|
213
|
|
|||||
|
Equity in income (loss) of subsidiaries
|
13,386
|
|
|
(8,716
|
)
|
|
—
|
|
|
(4,670
|
)
|
|
—
|
|
|||||
|
(Loss) income from continuing operations
before income taxes
|
(13,817
|
)
|
|
28,238
|
|
|
(6,816
|
)
|
|
(4,719
|
)
|
|
2,886
|
|
|||||
|
Benefit from (provision for) income taxes
|
14,842
|
|
|
(13,690
|
)
|
|
(1,900
|
)
|
|
—
|
|
|
(748
|
)
|
|||||
|
Income (loss) from continuing operations
|
1,025
|
|
|
14,548
|
|
|
(8,716
|
)
|
|
(4,719
|
)
|
|
2,138
|
|
|||||
|
Loss from discontinued operations, net
of income taxes
|
—
|
|
|
—
|
|
|
(1,162
|
)
|
|
49
|
|
|
(1,113
|
)
|
|||||
|
Net income (loss)
|
$
|
1,025
|
|
|
$
|
14,548
|
|
|
$
|
(9,878
|
)
|
|
$
|
(4,670
|
)
|
|
$
|
1,025
|
|
|
|
|
|
Guarantor
|
|
Non-guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income (loss)
|
$
|
1,025
|
|
|
$
|
14,548
|
|
|
$
|
(9,878
|
)
|
|
$
|
(4,670
|
)
|
|
$
|
1,025
|
|
|
Other comprehensive income, net:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Foreign currency translation adjustment
|
7,649
|
|
|
7,649
|
|
|
7,649
|
|
|
(15,298
|
)
|
|
7,649
|
|
|||||
|
Change in net unrecognized pension loss, net of income tax provision of $15 in 2011
|
(55
|
)
|
|
(55
|
)
|
|
(55
|
)
|
|
110
|
|
|
(55
|
)
|
|||||
|
Other comprehensive income, net
|
7,594
|
|
|
7,594
|
|
|
7,594
|
|
|
(15,188
|
)
|
|
7,594
|
|
|||||
|
Comprehensive income (loss)
|
$
|
8,619
|
|
|
$
|
22,142
|
|
|
$
|
(2,284
|
)
|
|
$
|
(19,858
|
)
|
|
$
|
8,619
|
|
|
|
|
|
Guarantor
|
|
Non-guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net (loss) income
|
$
|
(727
|
)
|
|
$
|
15,258
|
|
|
$
|
992
|
|
|
$
|
(16,250
|
)
|
|
$
|
(727
|
)
|
|
Adjustments to reconcile net (loss) income to net cash
(used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Equity in income from operations of subsidiaries
|
(15,258
|
)
|
|
(992
|
)
|
|
—
|
|
|
16,250
|
|
|
—
|
|
|||||
|
Depreciation and amortization
|
3,622
|
|
|
26,765
|
|
|
2,562
|
|
|
—
|
|
|
32,949
|
|
|||||
|
Distributions received from joint venture
|
—
|
|
|
—
|
|
|
3,253
|
|
|
—
|
|
|
3,253
|
|
|||||
|
Impairment of long-lived assets
|
—
|
|
|
2,630
|
|
|
253
|
|
|
—
|
|
|
2,883
|
|
|||||
|
Share-based compensation provision
|
1,071
|
|
|
1,187
|
|
|
98
|
|
|
—
|
|
|
2,356
|
|
|||||
|
Accretion of long-term debt
|
524
|
|
|
1,486
|
|
|
—
|
|
|
—
|
|
|
2,010
|
|
|||||
|
Non-cash rent expense (credit)
|
—
|
|
|
1,661
|
|
|
(22
|
)
|
|
—
|
|
|
1,639
|
|
|||||
|
Write-off and amortization of deferred financing costs
|
1,349
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,349
|
|
|||||
|
Tax sharing receipt from (payment to) affiliate, net
|
12,000
|
|
|
(12,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Net recognition of deferred vendor incentives
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|||||
|
Deferred income tax benefit, net
|
(857
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(857
|
)
|
|||||
|
Equity in earnings in joint ventures, net
|
—
|
|
|
—
|
|
|
(2,134
|
)
|
|
—
|
|
|
(2,134
|
)
|
|||||
|
Other, net
|
(38,626
|
)
|
|
38,792
|
|
|
(356
|
)
|
|
—
|
|
|
(190
|
)
|
|||||
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Accounts and notes receivable
|
1,322
|
|
|
(795
|
)
|
|
(690
|
)
|
|
—
|
|
|
(163
|
)
|
|||||
|
Inventories
|
—
|
|
|
803
|
|
|
117
|
|
|
—
|
|
|
920
|
|
|||||
|
Prepaid expenses and other current assets
|
969
|
|
|
(3,092
|
)
|
|
(321
|
)
|
|
—
|
|
|
(2,444
|
)
|
|||||
|
Accounts payable
|
(3,307
|
)
|
|
(7,707
|
)
|
|
(1,134
|
)
|
|
—
|
|
|
(12,148
|
)
|
|||||
|
Accrued expenses and other current liabilities
|
(22,255
|
)
|
|
(11,755
|
)
|
|
(7,728
|
)
|
|
—
|
|
|
(41,738
|
)
|
|||||
|
Net cash (used in) provided by operating
activities
|
(60,173
|
)
|
|
52,183
|
|
|
(5,110
|
)
|
|
—
|
|
|
(13,100
|
)
|
|||||
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Capital expenditures
|
(2,774
|
)
|
|
(41,495
|
)
|
|
(2,729
|
)
|
|
—
|
|
|
(46,998
|
)
|
|||||
|
Restaurant acquisitions
|
—
|
|
|
(2,594
|
)
|
|
—
|
|
|
—
|
|
|
(2,594
|
)
|
|||||
|
Franchise incentive loans
|
—
|
|
|
(1,096
|
)
|
|
—
|
|
|
—
|
|
|
(1,096
|
)
|
|||||
|
Other, net
|
—
|
|
|
(924
|
)
|
|
907
|
|
|
—
|
|
|
(17
|
)
|
|||||
|
Net cash used in investing activities
|
(2,774
|
)
|
|
(46,109
|
)
|
|
(1,822
|
)
|
|
—
|
|
|
(50,705
|
)
|
|||||
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Repayments of long-term debt
|
(1,541
|
)
|
|
(493
|
)
|
|
(64
|
)
|
|
—
|
|
|
(2,098
|
)
|
|||||
|
Net cash used in financing activities
|
(1,541
|
)
|
|
(493
|
)
|
|
(64
|
)
|
|
—
|
|
|
(2,098
|
)
|
|||||
|
Net cash (used in) provided by operations before effect of
exchange rate changes on cash
|
(64,488
|
)
|
|
5,581
|
|
|
(6,996
|
)
|
|
—
|
|
|
(65,903
|
)
|
|||||
|
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
968
|
|
|
—
|
|
|
968
|
|
|||||
|
Net (decrease) increase in cash and cash equivalents
|
(64,488
|
)
|
|
5,581
|
|
|
(6,028
|
)
|
|
—
|
|
|
(64,935
|
)
|
|||||
|
Cash and cash equivalents at beginning of period
|
174,638
|
|
|
128,818
|
|
|
43,192
|
|
|
—
|
|
|
346,648
|
|
|||||
|
Cash and cash equivalents at end of period
|
$
|
110,150
|
|
|
$
|
134,399
|
|
|
$
|
37,164
|
|
|
$
|
—
|
|
|
$
|
281,713
|
|
|
|
|
|
Guarantor
|
|
Non-guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income (loss)
|
$
|
1,025
|
|
|
$
|
14,548
|
|
|
$
|
(9,878
|
)
|
|
$
|
(4,670
|
)
|
|
$
|
1,025
|
|
|
Adjustments to reconcile net income (loss) to
net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Equity in (income) loss from operations of
subsidiaries
|
(13,386
|
)
|
|
8,716
|
|
|
—
|
|
|
4,670
|
|
|
—
|
|
|||||
|
Depreciation and amortization
|
2,588
|
|
|
24,597
|
|
|
15,475
|
|
|
—
|
|
|
42,660
|
|
|||||
|
Net receipt of deferred vendor incentives
|
—
|
|
|
19,086
|
|
|
10,271
|
|
|
—
|
|
|
29,357
|
|
|||||
|
Impairment of long-lived assets
|
—
|
|
|
7,543
|
|
|
2,069
|
|
|
—
|
|
|
9,612
|
|
|||||
|
Distributions received from joint venture
|
—
|
|
|
—
|
|
|
3,113
|
|
|
—
|
|
|
3,113
|
|
|||||
|
Share-based compensation provision
|
1,196
|
|
|
1,223
|
|
|
580
|
|
|
—
|
|
|
2,999
|
|
|||||
|
Write-off and amortization of deferred financing costs
|
2,148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,148
|
|
|||||
|
Accretion of long-term debt
|
595
|
|
|
1,456
|
|
|
79
|
|
|
—
|
|
|
2,130
|
|
|||||
|
Non-cash rent expense (credit)
|
—
|
|
|
1,914
|
|
|
(107
|
)
|
|
—
|
|
|
1,807
|
|
|||||
|
Tax sharing receipt from (payment to) affiliate, net
|
14,000
|
|
|
(14,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Deferred income tax (benefit) provision, net
|
(272
|
)
|
|
(413
|
)
|
|
349
|
|
|
—
|
|
|
(336
|
)
|
|||||
|
Equity in earnings in joint venture
|
—
|
|
|
—
|
|
|
(2,363
|
)
|
|
—
|
|
|
(2,363
|
)
|
|||||
|
Tax sharing payment to The Wendy’s Company
|
(13,078
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,078
|
)
|
|||||
|
Other, net
|
13,786
|
|
|
3,021
|
|
|
(17,051
|
)
|
|
—
|
|
|
(244
|
)
|
|||||
|
Changes in operating assets and liabilities net:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Accounts and notes receivable
|
37
|
|
|
2,163
|
|
|
6
|
|
|
—
|
|
|
2,206
|
|
|||||
|
Inventories
|
—
|
|
|
819
|
|
|
(1,189
|
)
|
|
—
|
|
|
(370
|
)
|
|||||
|
Prepaid expenses and other current assets
|
(633
|
)
|
|
(3,041
|
)
|
|
(4,823
|
)
|
|
—
|
|
|
(8,497
|
)
|
|||||
|
Accounts payable
|
(223
|
)
|
|
(933
|
)
|
|
4,770
|
|
|
—
|
|
|
3,614
|
|
|||||
|
Accrued expenses and other current liabilities
|
(21,046
|
)
|
|
(5,022
|
)
|
|
(7,112
|
)
|
|
—
|
|
|
(33,180
|
)
|
|||||
|
Net cash (used in) provided by operating
activities
|
(13,263
|
)
|
|
61,677
|
|
|
(5,811
|
)
|
|
—
|
|
|
42,603
|
|
|||||
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Capital expenditures
|
(3,293
|
)
|
|
(18,920
|
)
|
|
(6,355
|
)
|
|
—
|
|
|
(28,568
|
)
|
|||||
|
Restaurant acquisitions
|
—
|
|
|
(2,900
|
)
|
|
—
|
|
|
—
|
|
|
(2,900
|
)
|
|||||
|
Other, net
|
—
|
|
|
228
|
|
|
75
|
|
|
—
|
|
|
303
|
|
|||||
|
Net cash used in investing activities
|
(3,293
|
)
|
|
(21,592
|
)
|
|
(6,280
|
)
|
|
—
|
|
|
(31,165
|
)
|
|||||
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Repayments of long-term debt
|
(26,117
|
)
|
|
(198
|
)
|
|
(3,450
|
)
|
|
—
|
|
|
(29,765
|
)
|
|||||
|
Capital contributions from Parent
|
(30,000
|
)
|
|
—
|
|
|
30,000
|
|
|
—
|
|
|
—
|
|
|||||
|
Other, net
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|||||
|
Net cash (used in) provided by financing
activities
|
(56,135
|
)
|
|
(198
|
)
|
|
26,550
|
|
|
—
|
|
|
(29,783
|
)
|
|||||
|
Net cash (used in) provided by operations before effect of
exchange rate changes on cash
|
(72,691
|
)
|
|
39,887
|
|
|
14,459
|
|
|
—
|
|
|
(18,345
|
)
|
|||||
|
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
959
|
|
|
—
|
|
|
959
|
|
|||||
|
Net (decrease) increase in cash and cash equivalents
|
(72,691
|
)
|
|
39,887
|
|
|
15,418
|
|
|
—
|
|
|
(17,386
|
)
|
|||||
|
Cash and cash equivalents at beginning of period
|
79,355
|
|
|
53,810
|
|
|
65,521
|
|
|
—
|
|
|
198,686
|
|
|||||
|
Cash and cash equivalents at end of period
|
$
|
6,664
|
|
|
$
|
93,697
|
|
|
$
|
80,939
|
|
|
$
|
—
|
|
|
$
|
181,300
|
|
|
•
|
Same-Store Sales
|
|
•
|
Restaurant Margin
|
|
|
Three Months Ended
|
|||||||||||||
|
|
April 1, 2012
|
|
April 3, 2011
|
|
$ Change
|
|
% Change
|
|||||||
|
Revenues:
|
|
|
|
|
|
|
|
|||||||
|
Sales
|
$
|
519.9
|
|
|
$
|
509.3
|
|
|
$
|
10.6
|
|
|
2.1
|
%
|
|
Franchise revenues
|
73.3
|
|
|
73.2
|
|
|
0.1
|
|
|
0.1
|
|
|||
|
|
593.2
|
|
|
582.5
|
|
|
10.7
|
|
|
1.8
|
|
|||
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|||||
|
Cost of sales
|
455.5
|
|
|
438.9
|
|
|
16.6
|
|
|
3.8
|
|
|||
|
General and administrative
|
72.3
|
|
|
74.7
|
|
|
(2.4
|
)
|
|
(3.2
|
)
|
|||
|
Depreciation and amortization
|
32.3
|
|
|
30.3
|
|
|
2.0
|
|
|
6.6
|
|
|||
|
Impairment of long-lived assets
|
4.5
|
|
|
7.9
|
|
|
(3.4
|
)
|
|
(43.0
|
)
|
|||
|
Facilities relocation and other transition costs
|
5.5
|
|
|
—
|
|
|
5.5
|
|
|
100.0
|
|
|||
|
Transaction related costs
|
0.6
|
|
|
1.9
|
|
|
(1.3
|
)
|
|
(68.4
|
)
|
|||
|
Other operating expense, net
|
1.6
|
|
|
0.8
|
|
|
0.8
|
|
|
100.0
|
|
|||
|
|
572.3
|
|
|
554.5
|
|
|
17.8
|
|
|
3.2
|
|
|||
|
Operating profit
|
20.9
|
|
|
28.0
|
|
|
(7.1
|
)
|
|
(25.4
|
)
|
|||
|
Interest expense
|
(28.2
|
)
|
|
(29.4
|
)
|
|
1.2
|
|
|
(4.1
|
)
|
|||
|
Gain on sale of investment, net
|
27.4
|
|
|
—
|
|
|
27.4
|
|
|
100.0
|
|
|||
|
Other income, net
|
1.5
|
|
|
0.2
|
|
|
1.3
|
|
|
n/m
|
||||
|
Income (loss) from continuing operations
before income taxes and noncontrolling interests
|
21.6
|
|
|
(1.2
|
)
|
|
22.8
|
|
|
n/m
|
||||
|
(Provision for) benefit from income taxes
|
(6.9
|
)
|
|
0.9
|
|
|
(7.8
|
)
|
|
n/m
|
||||
|
Income (loss) from continuing operations
|
14.7
|
|
|
(0.3
|
)
|
|
15.0
|
|
|
n/m
|
||||
|
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(1.1
|
)
|
|
1.1
|
|
|
(100.0
|
)
|
|||
|
Net income (loss)
|
14.7
|
|
|
(1.4
|
)
|
|
16.1
|
|
|
n/m
|
||||
|
Net income attributable to noncontrolling interests
|
(2.3
|
)
|
|
—
|
|
|
(2.3
|
)
|
|
100.0
|
%
|
|||
|
Net income (loss) attributable to The Wendy’s Company
|
$
|
12.4
|
|
|
$
|
(1.4
|
)
|
|
$
|
13.8
|
|
|
n/m
|
|
|
|
Three Months Ended
|
|||||||||||||
|
|
April 1, 2012
|
|
April 3, 2011
|
|
$ Change
|
|
% Change
|
|||||||
|
Revenues:
|
|
|
|
|
|
|
|
|||||||
|
Sales
|
$
|
519.9
|
|
|
$
|
509.3
|
|
|
$
|
10.6
|
|
|
2.1
|
%
|
|
Franchise revenues
|
73.3
|
|
|
73.2
|
|
|
0.1
|
|
|
0.1
|
|
|||
|
|
593.2
|
|
|
582.5
|
|
|
10.7
|
|
|
1.8
|
|
|||
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||
|
Cost of sales
|
455.5
|
|
|
438.9
|
|
|
16.6
|
|
|
3.8
|
|
|||
|
General and administrative
|
70.1
|
|
|
71.9
|
|
|
(1.8
|
)
|
|
(2.5
|
)
|
|||
|
Depreciation and amortization
|
32.3
|
|
|
29.8
|
|
|
2.5
|
|
|
8.4
|
|
|||
|
Impairment of long-lived assets
|
2.9
|
|
|
7.9
|
|
|
(5.0
|
)
|
|
(63.3
|
)
|
|||
|
Facilities relocation and other transition costs
|
5.5
|
|
|
—
|
|
|
5.5
|
|
|
100.0
|
|
|||
|
Transaction related costs
|
0.6
|
|
|
1.3
|
|
|
(0.7
|
)
|
|
(53.8
|
)
|
|||
|
Other operating expense, net
|
1.6
|
|
|
0.8
|
|
|
0.8
|
|
|
100.0
|
|
|||
|
|
568.5
|
|
|
550.6
|
|
|
17.9
|
|
|
3.3
|
|
|||
|
Operating profit
|
24.7
|
|
|
31.9
|
|
|
(7.2
|
)
|
|
(22.6
|
)
|
|||
|
Interest expense
|
(28.1
|
)
|
|
(29.2
|
)
|
|
1.1
|
|
|
(3.8
|
)
|
|||
|
Other income, net
|
1.6
|
|
|
0.2
|
|
|
1.4
|
|
|
n/m
|
||||
|
(Loss) income from continuing operations
before income taxes
|
(1.8
|
)
|
|
2.9
|
|
|
(4.7
|
)
|
|
n/m
|
||||
|
Benefit from (provision for) income taxes
|
1.1
|
|
|
(0.8
|
)
|
|
1.9
|
|
|
n/m
|
||||
|
(Loss) income from continuing operations
|
(0.7
|
)
|
|
2.1
|
|
|
(2.8
|
)
|
|
n/m
|
||||
|
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(1.1
|
)
|
|
1.1
|
|
|
(100.0
|
)%
|
|||
|
Net (loss) income
|
$
|
(0.7
|
)
|
|
$
|
1.0
|
|
|
$
|
(1.7
|
)
|
|
n/m
|
|
|
|
First Quarter
|
|
|
|
First Quarter
|
|
|
|
||||
|
|
2012
|
|
|
|
2011
|
|
|
|
||||
|
Sales:
|
|
|
|
|
|
|
|
|
||||
|
Wendy’s
|
$
|
501.8
|
|
|
|
|
$
|
490.4
|
|
|
|
|
|
Bakery
|
18.1
|
|
|
|
|
18.9
|
|
|
|
|
||
|
Total sales
|
$
|
519.9
|
|
|
|
|
$
|
509.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
% of
Sales |
|
|
|
% of
Sales |
|
||||
|
Cost of sales:
|
|
|
|
|
|
|
|
|
||||
|
Wendy’s
|
|
|
|
|
|
|
|
|
||||
|
Food and paper
|
$
|
168.7
|
|
|
33.6%
|
|
$
|
157.3
|
|
|
32.1%
|
|
|
Restaurant labor
|
154.7
|
|
|
30.8%
|
|
151.1
|
|
|
30.8%
|
|
||
|
Occupancy, advertising and other operating
costs
|
119.4
|
|
|
23.8%
|
|
116.2
|
|
|
23.7%
|
|
||
|
Total cost of sales
|
442.8
|
|
|
88.2%
|
|
424.6
|
|
|
86.6%
|
|
||
|
Bakery
|
12.7
|
|
|
n/m
|
|
14.3
|
|
|
n/m
|
|
||
|
Total cost of sales
|
$
|
455.5
|
|
|
87.6%
|
|
$
|
438.9
|
|
|
86.2%
|
|
|
|
First Quarter
|
|
|
|
First Quarter
|
|
|
||||
|
|
2012
|
|
|
|
2011
|
|
|
||||
|
Margin $:
|
|
|
|
|
|
|
|
||||
|
Wendy’s
|
$
|
59.0
|
|
|
|
|
$
|
65.8
|
|
|
|
|
Bakery
|
5.4
|
|
|
|
|
4.6
|
|
|
|
||
|
Total margin
|
$
|
64.4
|
|
|
|
|
$
|
70.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total Wendy’s restaurant margin %
|
11.8
|
%
|
|
|
|
13.4
|
%
|
|
|
||
|
|
|
New Method
|
|
Old Method
|
||||||||
|
|
|
First Quarter
|
|
First Quarter
|
|
First Quarter
|
|
First Quarter
|
||||
|
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
|
Wendy’s restaurant statistics:
|
|
|
|
|
|
|
|
|
||||
|
North America same-store sales:
|
|
|
|
|
|
|
|
|
||||
|
Company-owned restaurants
|
|
0.8
|
%
|
|
(0.9
|
)%
|
|
0.5
|
%
|
|
(0.9
|
)%
|
|
Franchised restaurants
|
|
0.7
|
%
|
|
0.4
|
%
|
|
0.7
|
%
|
|
0.3
|
%
|
|
Systemwide
|
|
0.7
|
%
|
|
0.1
|
%
|
|
0.7
|
%
|
|
0.0
|
%
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total same-store sales:
|
|
|
|
|
|
|
|
|
||||
|
Company-owned restaurants
|
|
0.8
|
%
|
|
(0.9
|
)%
|
|
0.5
|
%
|
|
(0.9
|
)%
|
|
Franchised restaurants (a)
|
|
0.8
|
%
|
|
0.5
|
%
|
|
0.8
|
%
|
|
0.5
|
%
|
|
Systemwide (a)
|
|
0.8
|
%
|
|
0.2
|
%
|
|
0.8
|
%
|
|
0.2
|
%
|
|
Restaurant count:
|
Company-owned
|
|
|
Franchised
|
|
|
Systemwide
|
|
|||
|
Restaurant count at January 1, 2012
|
1,417
|
|
|
|
5,177
|
|
|
|
6,594
|
|
|
|
Opened
|
2
|
|
|
|
10
|
|
|
|
12
|
|
|
|
Closed
|
(6
|
)
|
|
|
(19
|
)
|
|
|
(25
|
)
|
|
|
Net purchased from (sold by) franchisees
|
1
|
|
|
|
(1
|
)
|
|
|
—
|
|
|
|
Restaurant count at April 1, 2012
|
1,414
|
|
|
|
5,167
|
|
|
|
6,581
|
|
|
|
Sales
|
Change
|
||
|
Wendy’s
|
$
|
11.4
|
|
|
Bakery
|
(0.8
|
)
|
|
|
|
$
|
10.6
|
|
|
Cost of Sales
|
Change
|
||
|
Food and paper
|
1.5
|
%
|
points
|
|
Restaurant labor
|
—
|
%
|
points
|
|
Occupancy, advertising and other operating costs
|
0.1
|
%
|
points
|
|
|
1.6
|
%
|
points
|
|
General and Administrative
|
2012 Change
|
||||||||||
|
|
Wendy’s
Restaurants
|
|
Corporate
|
|
The Wendy’s
Company
|
||||||
|
Management fee
|
$
|
(1.3
|
)
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
Professional services
|
(1.1
|
)
|
|
(0.7
|
)
|
|
(1.8
|
)
|
|||
|
Other
|
(1.7
|
)
|
|
(1.2
|
)
|
|
(2.9
|
)
|
|||
|
SSG co-op funding
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|||
|
|
$
|
(1.8
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(2.4
|
)
|
|
Depreciation and Amortization
|
Change
|
||
|
Restaurants, primarily properties
|
$
|
2.1
|
|
|
Other
|
0.4
|
|
|
|
Total Wendy’s Restaurants
|
2.5
|
|
|
|
Corporate
|
(0.5
|
)
|
|
|
Total The Wendy’s Company
|
$
|
2.0
|
|
|
Impairment of Long-Lived Assets
|
Change
|
||
|
|
|
||
|
Restaurants, primarily properties at underperforming locations
|
$
|
(5.0
|
)
|
|
Total Wendy’s Restaurants
|
(5.0
|
)
|
|
|
Aircraft
|
1.6
|
|
|
|
Total The Wendy’s Company
|
$
|
(3.4
|
)
|
|
Facilities Relocation and other transition costs
|
Change
|
||
|
Severance, retention and other payroll costs
|
$
|
3.0
|
|
|
Consulting and professional fees
|
0.9
|
|
|
|
Relocation costs
|
0.6
|
|
|
|
Accelerated depreciation expense
|
0.6
|
|
|
|
Other
|
0.4
|
|
|
|
|
$
|
5.5
|
|
|
Interest Expense
|
Change
|
||
|
Deferred financing costs
|
$
|
(0.8
|
)
|
|
Other
|
(0.3
|
)
|
|
|
Total Wendy’s Restaurants
|
(1.1
|
)
|
|
|
Corporate debt
|
(0.1
|
)
|
|
|
Total The Wendy’s Company
|
$
|
(1.2
|
)
|
|
(Provision for) Benefit from Income Taxes
|
Change
|
||||||
|
|
Wendy’s Restaurants
|
|
The Wendy’s Company
|
||||
|
|
2012
|
|
2012
|
||||
|
Federal and state benefit on variance in income (loss)
from continuing operations before income taxes
|
$
|
1.7
|
|
|
$
|
(8.5
|
)
|
|
Other
|
0.2
|
|
|
0.7
|
|
||
|
|
$
|
1.9
|
|
|
$
|
(7.8
|
)
|
|
•
|
a
$29.4 million
decrease in the timing of receipt of deferred vendor incentives, as Q1 2012 payments have not yet been received;
|
|
•
|
a $27.4 million gain on sale of our cost investment in Jurlique included in net income; and
|
|
•
|
a
$16.5 million
increase in the use of cash resulting from changes in accounts payable balances for the comparable cash flow periods.
|
|
•
|
a
$29.4 million
decrease in the timing of receipt of deferred vendor incentives, as Q1 2012 payments have not yet been received;
|
|
•
|
a
$15.8 million
increase in the use of cash resulting from changes in accounts payable balances for the comparable cash flow periods;
|
|
•
|
a
$9.7 million
decrease in depreciation and amortization primarily as a result of Arby's depreciation and amortization in 2011;
|
|
•
|
a
$6.7 million
decrease in impairment of long-lived assets as compared to the prior period;
|
|
•
|
Cash capital expenditures totaling
$47.0 million
, which included $8.8 million for the remodeling of restaurants, $7.2 million for the construction of new restaurants, and $31.0 million for various capital projects;
|
|
•
|
Repayments of long-term debt of
$6.4 million
;
|
|
•
|
Dividend payments of
$7.8 million
; and
|
|
•
|
Proceeds from the sale of our cost investment in Jurlique, net of distributions to the noncontrolling interests, of $20.7 million.
|
|
•
|
Capital expenditures of approximately $188 million, which would result in total cash capital expenditures for the year of approximately $235 million;
|
|
•
|
Potential restaurant acquisitions and dispositions;
|
|
•
|
Quarterly cash dividends aggregating up to approximately $23.4 million as discussed below in “Dividends;” and
|
|
•
|
Potential intercompany dividends and fees.
|
|
•
|
competition, including pricing pressures, couponing, aggressive marketing and the potential impact of competitors’ new unit openings on sales of Wendy’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 its supply chain;
|
|
•
|
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 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, 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, chicken and corn), 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 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 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;
|
|
•
|
the effects of war or terrorist activities;
|
|
•
|
expenses and liabilities for taxes related to periods up to the date of sale of Arby’s as a result of the indemnification provisions of the Arby’s Purchase and Sale Agreement; 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 1, 2012 (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 (1)
|
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
|
||||||
|
January 2, 2012
through
February 5, 2012
|
8,924
|
|
$
|
5.20
|
|
—
|
|
$
|
—
|
|
|
February 6, 2012
through
March 4, 2012
|
356,755
|
|
$
|
5.24
|
|
—
|
|
$
|
—
|
|
|
March 5, 2012
through
April 1, 2012
|
235,288
|
|
$
|
4.83
|
|
—
|
|
$
|
—
|
|
|
Total
|
600,967
|
|
$
|
5.08
|
|
—
|
|
$
|
—
|
|
|
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
|
Purchase and Sale Agreement, dated as of June 13, 2011, by and among Wendy’s/Arby’s Restaurants, LLC, ARG Holding Corporation and ARG IH Corporation, incorporated herein by reference to Exhibit 2.1 of the Wendy’s/Arby’s Group, Inc. and Wendy’s/Arby’s Restaurants, LLC Current Reports on Form 8-K filed on June 13, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).
|
|
2.4
|
Closing letter dated as of July 1, 2011 by and among Wendy’s/Arby’s Restaurants, LLC, ARG Holding Corporation, ARG IH Corporation, and Roark Capital Partners II, LP, incorporated by reference to Exhibit 2.2 of the Wendy’s/Arby’s Group, Inc. and Wendy’s/Arby’s Restaurants, LLC Current Reports on Form 8-K filed on July 8, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).
|
|
3.1
|
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 26, 2011, incorporated herein by reference to Exhibit 3.1 of the Wendy’s/Arby’s Group, Inc. Current Report on Form 8-K filed on May 31, 2011 (SEC file no. 001-02207). (The Wendy’s Company only.)
|
|
3.2
|
Certificate of Ownership and Merger of The Wendy’s Company, incorporated herein by reference to Exhibit 3.1 of The Wendy’s Company and Wendy’s Restaurants, LLC Current Reports on Form 8-K filed on July 5, 2011 ( SEC file nos. 001-02207 and 333-161613, respectively). (The Wendy’s Company only.)
|
|
3.3
|
By-Laws of The Wendy’s Company, as amended and restated as of August 8, 2011, incorporated herein by reference to Exhibit 3.3 to The Wendy’s Company Form 10-Q for the quarter ended July 3, 2011 (SEC file no. 001-02207). (The Wendy’s Company only.)
|
|
3.4
|
Certificate of Formation of Wendy’s/Arby’s Restaurants, LLC, as amended to date, incorporated herein by reference to Exhibit 3.1 to the Wendy’s/Arby’s Restaurants, LLC Registration Statement on Form S-4 filed on August 28, 2009 (Reg. No. 333-161613). (Wendy’s Restaurants, LLC only.)
|
|
3.5
|
Certificate of Amendment of Wendy’s Restaurants, LLC, incorporated herein by reference to Exhibit 3.2 of The Wendy’s Company and Wendy’s Restaurants, LLC Current Reports on Form 8-K filed on July 5, 2011 (SEC file nos. 001-02207 and 333-161613, respectively). (Wendy’s Restaurants, LLC only.)
|
|
3.6
|
Fourth Amended and Restated Limited Liability Company Operating Agreement of Wendy’s Restaurants, LLC, incorporated herein by reference to Exhibit 3.3 of The Wendy’s Company and Wendy’s Restaurants, LLC Current Reports on Form 8-K filed on July 5, 2011 (SEC file nos. 001-02207 and 333-161613, respectively). (Wendy’s Restaurants, LLC only.)
|
|
10.1
|
Letter Agreement dated as of March 16, 2012 by and between The Wendy’s Company and Craig S. Bahner.* **
|
|
10.2
|
Amendment to Letter Agreement dated March 23, 2012 by and between The Wendy’s Company and Darrell van Ligten. * **
|
|
31.1
|
Certification of the Chief Executive Officer of The Wendy’s Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
31.2
|
Certification of the Chief Financial Officer of The Wendy’s Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
31.3
|
Certification of the Chief Executive Officer of Wendy’s Restaurants, LLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
31.4
|
Certification of the Chief Financial Officer of Wendy’s Restaurants, LLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
32.1
|
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished as an exhibit to this Form 10-K.*
|
|
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
|
|
**
|
Identifies a management contract or compensatory plan or arrangement.
|
|
***
|
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.”
|
|
|
THE WENDY’S COMPANY
(Registrant)
|
|
Date: May 8, 2012
|
By:
/s/Stephen E. Hare
|
|
|
Stephen E. Hare
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
(On behalf of the Company)
|
|
|
|
|
Date: May 8, 2012
|
By:
/s/Steven B. Graham
|
|
|
Steven B. Graham
|
|
|
Senior Vice President and
|
|
|
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
|
WENDY’S RESTAURANTS, LLC
(Registrant)
|
|
Date: May 8, 2012
|
By:
/s/Stephen E. Hare
|
|
|
Stephen E. Hare
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
(On behalf of the Company)
|
|
|
|
|
Date: May 8, 2012
|
By:
/s/Steven B. Graham
|
|
|
Steven B. Graham
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Senior Vice President and
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Chief Accounting Officer
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(Principal Accounting Officer)
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EXHIBIT NO.
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DESCRIPTION
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2.1
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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).
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2.2
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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).
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2.3
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Purchase and Sale Agreement, dated as of June 13, 2011, by and among Wendy’s/Arby’s Restaurants, LLC, ARG Holding Corporation and ARG IH Corporation, incorporated herein by reference to Exhibit 2.1 of the Wendy’s/Arby’s Group, Inc. and Wendy’s/Arby’s Restaurants, LLC Current Reports on Form 8-K filed on June 13, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).
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2.4
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Closing letter dated as of July 1, 2011 by and among Wendy’s/Arby’s Restaurants, LLC, ARG Holding Corporation, ARG IH Corporation, and Roark Capital Partners II, LP, incorporated by reference to Exhibit 2.2 of the Wendy’s/Arby’s Group, Inc. and Wendy’s/Arby’s Restaurants, LLC Current Reports on Form 8-K filed on July 8, 2011 (SEC file nos. 001-02207 and 333-161613, respectively).
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3.1
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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 26, 2011, incorporated herein by reference to Exhibit 3.1 of the Wendy’s/Arby’s Group, Inc. Current Report on Form 8-K filed on May 31, 2011 (SEC file no. 001-02207). (The Wendy’s Company only.)
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3.2
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Certificate of Ownership and Merger of The Wendy’s Company, incorporated herein by reference to Exhibit 3.1 of The Wendy’s Company and Wendy’s Restaurants, LLC Current Reports on Form 8-K filed on July 5, 2011 ( SEC file nos. 001-02207 and 333-161613, respectively). (The Wendy’s Company only.)
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3.3
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By-Laws of The Wendy’s Company, as amended and restated as of August 8, 2011, incorporated herein by reference to Exhibit 3.3 to The Wendy’s Company Form 10-Q for the quarter ended July 3, 2011 (SEC file no. 001-02207). (The Wendy’s Company only.)
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3.4
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Certificate of Formation of Wendy’s/Arby’s Restaurants, LLC, as amended to date, incorporated herein by reference to Exhibit 3.1 to the Wendy’s/Arby’s Restaurants, LLC Registration Statement on Form S-4 filed on August 28, 2009 (Reg. No. 333-161613). (Wendy’s Restaurants, LLC only.)
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3.5
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Certificate of Amendment of Wendy’s Restaurants, LLC, incorporated herein by reference to Exhibit 3.2 of The Wendy’s Company and Wendy’s Restaurants, LLC Current Reports on Form 8-K filed on July 5, 2011 (SEC file nos. 001-02207 and 333-161613, respectively). (Wendy’s Restaurants, LLC only.)
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3.6
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Fourth Amended and Restated Limited Liability Company Operating Agreement of Wendy’s Restaurants, LLC, incorporated herein by reference to Exhibit 3.3 of The Wendy’s Company and Wendy’s Restaurants, LLC Current Reports on Form 8-K filed on July 5, 2011 (SEC file nos. 001-02207 and 333-161613, respectively). (Wendy’s Restaurants, LLC only.)
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10.1
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Letter Agreement dated as of March 16, 2012 by and between The Wendy's Company and Craig S. Bahner.* **
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10.2
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Amendment to Letter Agreement dated March 23, 2012 by and between The Wendy's Company and Darrell van Ligten. * **
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31.1
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Certification of the Chief Executive Officer of The Wendy’s Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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31.2
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Certification of the Chief Financial Officer of The Wendy’s Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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31.3
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Certification of the Chief Executive Officer of Wendy’s Restaurants, LLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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31.4
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Certification of the Chief Financial Officer of Wendy’s Restaurants, LLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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32.1
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Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished as an exhibit to this Form 10-K.*
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101.INS
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XBRL Instance Document***
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101.SCH
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XBRL Taxonomy Extension Schema Document***
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document***
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document***
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document***
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document***
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*
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Filed herewith
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**
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Identifies a management contract or compensatory plan or arrangement.
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***
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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.”
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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 |
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| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
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