PART II 19 wileyform1k2020.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 1-K

 

PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933

 

For the fiscal year ended December 31, 2020

 

 

WILEY AREA DEVELOPMENT LLC

(Exact name of issuer as specified in its charter)

 

572 Breckenridge Way

Beavercreek, OH 45430

937.410.0041

 

AN OHIO LIMITED LIABILITY COMPANY

 

81-5422785

 

937.410.0041

(Registrant’s telephone number, including area code)

 

Class B Units

(Title of each class of securities issued pursuant to Regulation A)


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In this Annual Report, the term “WILEY AREA DEVELOPMENT” “Tasty Equity” “we,” or “the company” refers to WILEY AREA DEVELOPMENT, LLC.

 

This report may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. These forward-looking statements are based on the beliefs of, assumptions made by, and information currently available to the company’s management. When used in this report, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements, which constitute forward looking statements. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties that could cause the company’s actual results to differ materially from those contained in the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events.

Item 1. Business

Wiley Area Development LLC was formed on February 20, 2017 as an Ohio limited liability company. On February 1, 2019, Wiley Area Development LLC registered the trade name Tasty Equity in the state of Ohio in order to do business under that name. The Company was formed to leverage the extensive relationships, operational expertise and in-the-trenches operational experience of its founders to serve as the operating partner to independent restaurant owner operator franchisees of Rapid Fired Franchising and Hot Head Franchising.

Tasty Equity invests alongside restaurant owners, providing initial working capital to fund the startup costs that occur prior to securing bank financing based upon a bank pre-approval for each restaurant owner. In addition, the Company provides advisory services related to site selection, restaurant design, operations and serves as the back office operating partner for each restaurant owner. Tasty Equity has sponsored a restaurant owner in the development of two Rapid Fired Pizza restaurants and acquisition of two Hot Head Burrito restaurants and serves as the operating partner for those stores. Tasty Equity has additional new stores in development including a fifth one with that operator and several with other independent restaurant owner operators in various states nationwide from California to Connecticut.

Tasty Equity builds, owns, and operates “Fast Casual” restaurants as an independent owner operator franchisee, and must be regarded as a separate and distinct entity from any franchisor with whom Tasty Equity contracts for franchises. For the purposes of this Offering Circular, “Rapid Fired Franchising” and “Hot Head Franchising” will refer to Rapid Fired Franchising, LLC and Hot Head Franchising, LLC respectively.

Tasty Equity’s Existing Restaurants

Tasty Equity owns 18% of Wiley Ventures LLC which operates the Rapid Fired Pizza restaurant located at 2815 Elida Road in Lima, Ohio and 18% of Wiley Ventures II LLC which operates the Rapid Fired Pizza restaurant located at 852 South Main Street in Bowling Green, Ohio. Tasty


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Equity also owns 18% of WD HHB Toledo LLC which operates the Hot Head Burritos restaurant located at 104 East South Boundary Street in Perrysburg, Ohio and the Hot Head Burritos restaurant located at 1510 South McCord Road in Holland, Ohio. Tasty Equity will own 18% of WD RFP Findlay LLC which will own the Rapid Fired Pizza restaurant in development in Findlay, Ohio that Tasty Equity plans to open in 2021.

How New Restaurants Will Fit Into The Tasty Equity Business

In addition to the four existing restaurants and the one originally scheduled to open in Fall of 2019 that was delayed due to the launch of our Offering and is now on hold with deposits outstanding until the COVID-19 related dining room restrictions are relieved. Tasty Equity plans to use the proceeds of this Offering to open new Rapid Fired Pizza and Hot Head Burritos restaurants in cooperation with Area Developers in Ohio and throughout the United States. This will include regular Fast Casual formats of each brand and the large format Hot Head Mexican Grill & Cantina and Rapid Fired Pizza & Taproom versions. The large format locations will include a 60-tap Self-Pour iPourItTM system with beer, cider, wine, pre-mixed cocktails and some of the first Self-Pour top shelf liquor shot iPourItTM systems with shots of liquor such as tequila, vodka, rum and bourbon in the nation. The regular Fast Casual formats will generally include 24-tap Self-Pour iPourItTM alcohol systems where liquor licenses are available. For each new restaurant opened, Tasty Equity will own between 18% and 80% of the new store, depending on several factors.

A standard Rapid Fired Pizza restaurant, for example, typically costs approximately $500,000 to open. Tasty Equity will pay part or all of the 10-20% down payment necessary for its restaurant owner operator partner in each store and obtain a loan for the remainder of the funds required to open. In this scenario, Tasty Equity will own between 18% and 80% of that restaurant subject to the independent restaurant owner operator’s financial qualifications and the financial participation of the local franchise system Area Developer.

Each new large format Hot Head Mexican Grill & Cantina or Rapid Fired Pizza & Taproom is expected to cost approximately $1,000,000 to open. Tasty Equity will pay part or all of the 10- 20% down payment necessary for its restaurant owner operator partner in each store and obtain a loan for the remainder of the funds required to open. In this scenario, Tasty Equity will own between 18% and 80% of that restaurant subject to the independent restaurant owner operator’s financial qualifications and the financial participation of the local franchise system Area Developer.

In some cases, for certain experienced restaurant operators who may not be eligible to obtain a loan, Tasty Equity may obtain the loan itself or otherwise participate in the financing. Under such scenarios, Tasty Equity would likely own 60% to 80% of the new restaurant.

If Tasty Equity raises its goal of $1,000,000 net of expenses in 2021 via this Offering, it will have the ability to open 10 to 20 standard Rapid Fired Pizza and/or Hot Head Burritos new restaurants, owning at least 18% of each new restaurant. Should Tasty Equity raise more than its goal of $1,000,0000 in this Offering, it will scale operations with a goal of adding another 10-20 new restaurants for each additional $1,000,000 raised depending upon the financial qualifications of


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the owner operator and franchise system Area Developer engaged in the financing of each restaurant.

Additional information regarding the business may be found in our most recent SEC filing at:

https://www.sec.gov/Archives/edgar/data/1766914/000176691420000004/0001766914-20-000004-index.htm

We have 3 full time employees, two of which are co-founders Chris Wiley and Peter Wiley who do not draw salaries at this time and do not intend to until after we achieve our capital raise objectives, plus on Area Supervisor, as part of our Franchise Management Service contracts, and 2 part-time contracted employees. We are not involved in any bankruptcy, receivership or similar proceeding. We are not involved in any legal proceedings material to the business or financial condition of the issuer. We are not involved in any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of the Company's financial condition and results of the Company's operations together with the Company's financial statements and related notes appearing at the end of this Form 1-K. This discussion contains forward-looking statements reflecting the Company’s current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in the Company’s Offering Circular.

Wiley Area Development LLC was formed on February 20, 2017 as an Ohio limited liability company. On February 1, 2019, Wiley Area Development LLC registered the trade name Tasty Equity in the state of Ohio in order to do business under that name. The Company was formed to leverage the extensive relationships, operational expertise and in-the-trenches operational experience of its founders to serve as the operating partner to independent restaurant owner- operator franchisees of Rapid Fired Franchising and Hot Head Franchising.

The grand majority of the equity of Tasty Equity is presently owned by Chris Wiley and Peter Wiley, but as Class B Units of the Company are issued pursuant to this Offering, Chris Wiley and Peter Wiley’s ownership in the Company will be diluted. If the maximum amount is raised in this Offering, investors in this Offering will own 10.0% of the Company. All equity in the Company are Class A or Class B Units with the rights and privileges of said class of securities as set out herein.

Results of Operations

The period of January 1, 2019 to December 31, 2019.


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Revenue. Total revenue for the period from January 1, 2019 to December 31, 2019 was $0. There was no material change as the Company was still in the organizing phase of operations and did not receive income from the four restaurants in which it is invested with owner-operators.

Operating Expenses. Operating expenses for the period from January 1, 2019 to December 31, 2019 was $226,329. This is due to expenses related to preparations for our public offering.

Net Loss. Net Loss for the period from January 1, 2019 to December 31, 2019 was $319,825. This is due to operating expenses related to preparations for our public offering including interest expense from debt financing.

The period of January 1, 2020 to December 31, 2020.

Revenue. Total revenue for the period from January 1, 2019 to December 31, 2019 was $40,338. This year was marked by the Covid-19 market disruption and materially impacted our operations and the cash flows of the restaurants we are invested in. We facilitated securing Paycheck Protection Program (“PPP”) funding for each of the restaurants we operate.  We secured FEMA SBA Economic Injury Disaster Loans (“EIDL”) for two of those restaurants and are appealing to secure EIDL loans for the two other restaurants that we operate.  We also secured PPP round two loans for the two Rapid Fired Pizza restaurant we operate but the two Hot Head Burritos restaurants we operate did no experience significant enough losses to qualify for the PPP round two loans.  We also secured a EIDL loan for Wiley Area Development LLC which enabled us to effectively restart our public offering with a specialized advertising agency and dramatically enhanced services after suspending our advertising from March through July.

Operating Expenses. Operating expenses for the period from January 1, 2020 to December 31, 2020 was $720,533. The majority of these expenses are for the advertising and marketing expenses for our public offering which was materially disrupted by Covid. We completely relaunched our market campaign in July.

Net Loss. Net Loss for the period from January 1, 2020 to December 31, 2020 was $783,829. This is due to engagement of the new advertising agency and significant advertising and operating expenses related to restarting our public offering but also including interest expense from debt financing that we carried from pre-offering our startup costs.

Liquidity and Capital Resources

The Company had net cash of $60,858 at December 31, 2020, and net cash of $2,972 as of December 31, 2019. This material change is due to legal, professional and marketing expenses for our public offering which became qualified on December 13, 2019 and went live on December 16, 2019 then was extended through 2021 by becoming re-qualified by the SEC on December 5, 2020.

The Company will have additional capital requirements during 2021. The Company does not expect to be able to satisfy our cash requirements through sales, and therefore will attempt to raise additional capital through the sale of its Class B Units in this Offering, and perhaps additional securities in additional offerings.


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The Company cannot assure that it will have sufficient capital to finance its growth and business operations or that such capital will be available on terms that are favorable to it or at all. The Company is currently incurring operating deficits that are expected to continue for the foreseeable future.  Like many startup companies, that incur operating deficits during their initial years of operations, those losses translate into Tax Loss Carry-Forwards that may offset profitable operations for several years to come especially under the expanded provisions of the Tax Cut & Jobs Act of 2017 and the multiple components of CARES Act legislation.

Plan of Operations

The Company's plan of operation for the 12 months following the qualification of this Offering  included proceeding, as quickly as our capital raise via share sales in the Offering allows, with the following Hot Head Mexican Grill & Cantina and Rapid Fired Pizza & Taproom restaurant development or enhancement projects in conjunction with local owner-operators, franchise system area developers and local limited partners:

The company engaged in pursuit of a transaction to acquire 7 Hot Head Burritos restaurants and the Area Developer license for the Cleveland and Pittsburgh markets from a retiring franchisee.  Due to the Company’s heavy debt load from the year of Covid disruption and limited cash reserves, the bank would not allow the Company to lead the transaction but instead we are helping facilitate the transaction for in exchange for the opportunity to become the operating partner via Franchise Management Services contract with the option to secure a minority equity stake in the company in the future after achieving our minimum capital raise objectives.  This acquisition transaction is set to close in May of 2021 and co-founders Chris and Peter Wiley will overs see day to day operations and growth of the Area Developer program in exchange for fee income via the aforementioned Franchise Management Services agreement.  Doing so will have a nearly equivalent effect as securing a minority ownership position in the joint venture and we look forward to the opportunity to earn that right after achieving the minimum capital raise objectives of our offering in 2021. 

As of this filing, the two Hot Head Burritos restaurants that we invest in and operate just completed their planned digital upgrades and full remodels.  We plan to launch our re-grand opening marketing campaign just in time for Cinco de Mayo holiday promotions. Both restaurants have already seen an up-tick in business with one both benefit from new external signage and visibility. 

Proceed with construction for the fifth restaurant from our original operating plan in Findlay, Ohio as a Rapid Fired Pizza & Taproom for which a we have acquired a liquor license but had to abandon our original location where we were negotiating a lease and completing construction drawings due to a Dominos of the Future location that opened directly across the street making this location very high risk. This site may also include a local limited partner investor.  We negotiated the lease with the landlord just weeks before the Company’s Offering became qualified with the SEC.  We have deferred action on the lease and construction until we have raised sufficient funds from share sales to cover the full down payment and working capital reserves which we anticipate will be summer 2021.  While this is technically more than a year behind schedule, we had anticipated being qualified and live with our Offering by summer of 2019, but we did not receive our  


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qualification from the SEC until December 13, 2019 which cost us six months. As of this filing, our business is still restricted by the Ohio Covid dining room 50% of capacity restriction order.

Proceed with plans to upgrade the Company’s existing Lima, Ohio Rapid Fired Pizza restaurant with a 24 tap Self-Pour system for which the Company has already advanced the deposit and secured contractor bids. The Company believes this will create an opportunity for potentially increased sales and cash flows. Next steps on this project to expand one of our existing restaurants have been delayed until we have raised sufficient capital from our Offering to cover the additional bank loan required to finance the expansion.  Our landlord is in a Chapter 11 bankruptcy and is highly motivated to lease us the additional adjacent space.  We look forward to the opportunity to complete this project as a pilot for our large format Rapid Fired Pizza & Taproom building upon an already top performing location. 

Proceed with the potential acquisition of a Rapid Fired Pizza restaurant in Sandusky, Ohio from an existing franchisee who is retiring and promote an existing employee to become the owner-operator on a sweat equity vesting basis creating an equity opportunity for them and providing a potential additional source of near-term cash flow for Tasty Equity. The Company also plans to upgrade that restaurant with a 24 tap Self-Pour system. Next steps on this project were delayed by the delay in the launch of our Offering.  We look forward to proceeding with this project as soon as share sales generate sufficient working capital to support the Self-Pour upgrade project and any costs associated with assuming control of the business.  We have already come to a conceptual agreement to assume control of the restaurant from the franchisee in a cooperative, non-cash arrangement whereby we would restructure and assume the current debt and they would enjoy their retirement as a limited partner investor.  Assuming control of this restaurant is a short-term opportunity to broaden our Ohio base and increase our cashflows without the lead time of construction.  The current owner lives more than three hours’ drive away and is not able to oversee day to day operations.  By contrast, the restaurant is within 50 miles of our current Toledo restaurants and would be supervised by our current team that pioneered the Self Pour Alcohol in our Bowling Green, Ohio Rapid Fired Pizza.  We are confident this would be additive to our revenues and profits. 

Proceed with plans to upgrade the Company’s existing Bowling Green, Ohio Rapid Fired Pizza location by building out an adjacent 2,000 square feet that is already part of its lease and converting it to a large format Rapid Fired Pizza & Taproom through the finishing of that space and expanding the existing 18 tap Self-Pour system, for which the Company has already advanced deposits and secured contractor bids, to a total of 30 taps and adding pool tables, darts and other adult recreation space. The Company believes this will create an opportunity for potentially increased sales and cash flows. Next steps on this project are also subject to raising sufficient funds from share sales to cover the working capital required to secure the loan for the store upgrade.  The plans are drafted and can be ready for permits on short notice with our contractors.  This is a seasonal location in the college town which is anchored by Bowling Green State University.  We anticipate completing this project before school starts in August 2021.  This will be a proof of concept of our Rapid Fired Pizza & Taproom 5,000 square foot format.  We believe this upgrade will endear us to the south side of town off-campus students, faculty and other local fans thereby reducing our dependency on the full load of more than 30,000 students who are only on-campus Sept-Dec and Feb-May. This restaurant operates at about 75% capacity when the  


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bulk of the students are away during the low attendance winter and summer semesters but is a top performing location when the full campus is in session.

Proceed with plans to develop a Rapid Fired Pizza & Taproom in a Detroit, Michigan suburb at a site the Company has already evaluated and selected with a lease pending in partnership with a pending Rapid Fired Franchising Area Developer who would also become the owner-operator for that location as part of three store plan that potentially also will include a one or more Hot Head Mexican Grill & Cantinas. That plan includes sites the Company has already evaluated with the same landlord in other Detroit suburbs along with an Ann Arbor, MI location, each of which would include the financial participation of one or more pending joint venture or limited partners in that market. The Company anticipates that the Detroit suburb location, which is an existing retail building conversion, can proceed swiftly once we have raised sufficient working capital and our matching funds for the down payment from share sales of our offering.  We originally envisioned opening this first Michigan location by Q1 2020 followed by the others at six month intervals.  We believe we will restart the location selection effort with the pending Area Developer in Q2 2021 with the objective identifying viable locations by Q3 2021 just in time to take advantage of SBA CARES Act special financing incentives that potentially reduce our down payment 50% and pay our first 6 months of loan payments resulting in a very rapid return of capital that could accelerate our growth with that Franchisee partner.  It appears that we may focus on location suitable for a large format Hot Head Cantina for the initial location instead of a Rapid Fired Pizza & Taproom as the Hot Head brand performed significantly better during the Covid disruption of 2020. 

Proceed with plans to develop a Hot Head Burritos Cantina instead of a Rapid Fired Pizza & Taproom in a Toledo, Ohio suburb site, for the same reasons mentioned above, that the Company has already evaluated with a landlord related to several of the sites noted above. That location may be developed in conjunction with pending limited partners and the Company intends to promote an existing employee to become the restaurant owner-operator. This site and partner remain a high priority as they are within our Toledo operational footprint.  We will delay action on this site until one of the other large format Rapid Fired Pizza & Taprooms is fully operational including possibly the Bowling Green upgrade, the Lima upgrade or the pending new location construction in Findlay. 

Proceed with plans to develop a Rapid Fired Pizza & Taproom in Morgan Hill, California in conjunction with the Rapid Fired Pizza Area Developer who already opened the brand’s first California location in the Freemont suburb of Oakland, CA. This would be the first restaurant in a three store plan with a pending owner-operator who is an Ohio native who recently retired from the public service as a County Sheriff’s Deputy, and who would become the Company’s restaurant owner operator for that location. She and her wife plan to open one or more Hot Head Mexican Grill & Cantina in nearby markets subject to the final site selection based on multiple candidate sites and lease restrictions on either pizza or burritos operators, with subject to lease negotiations, financing approvals and securing a pending limited partner who is based in California. This project may be launched in parallel with the projects above subject to raising sufficient capital from share sales.  Due to large format size, capital requirements and lead time for a liquor license in California, we anticipate that this will be a Q3 or Q4 project in 2021.  


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Proceed with plans to develop a Hot Head Mexican Grill & Cantina in conjunction with the Hot Head Franchising Area Developer who recently opened the brand’s first Connecticut location in Windsor Locks. This would be the first of a three store plan in conjunction with that Area Developer that is familiar with the pending regulatory approval of Self-Pour alcohol with the Connecticut state legislature and who anticipates final approval in the current 2021 legislative session. This project was delayed both by the timing of our Offering and the delay securing final approval for proposed legislation sponsored by our pending operating partner that would fully legalize Self Pour alcohol in Connecticut.  It remains as one of less than six states without laws specific to Self Pour alcohol which is now preferred due to is automatic consumption controls in more than three dozen states.  The next opportunity to pass the legislation was delayed by the COVID-19 crisis so we anticipate this will become a Q3 or Q4’2021 opportunity. 

We were planning to proceed with site selection in Huntsville and Birmingham, Alabama with the pending Rapid Fired Pizza Area Developer, who is a Marine veteran who served in combat in Afghanistan. Difficulties with site selection and lack of a local Area Developer have caused us to suspend this project indefinitely.  In lieu of this project we are pursuing an opportunity to convert an existing brewery location in the vicinity of Seattle, WA into a large format Hot Head Cantina in cooperation with the property owner and local investors.  We are proceeding with negotiations with the parties but cannot proceed with the actual project until we raise sufficient working and down payment capital from share sales of this Offering.  We believe that this could become a flagship location to anchor the Seattle market where Chris Wiley lives. 

Independent franchisees of the Hot Head Franchising and Rapid Fired Franchising systems were proceeding at a steady pace of new store openings per brand before the COVID-19 crisis.  Each brand saw franchisees open about 5 restaurants in 2020 that were already underway when Covid disruption began.  One of those Hot Head Burritos even set a grand-opening sales record. We are confident both brands will return to that pace when construction crews, city planners and suppliers are all back at full speed in a couple of months.  We remain committed to becoming the largest independent operator of Hot Head Burritos and Rapid Fired Pizza restaurants when the brands collectively reach 200 locations. Simply executing on commitments with existing Area Developers over the next three years should enable us collectively to achieve these goals.  We look forward to expanding our options through a licensing agreement with our brother Ray Wiley to develop his latest concept “Wiley’s Wings, Tenders & Fries” in markets where we already operate Hot Head Burritos and Rapid Fired Pizza locations.  His first Wiley’s Wings, Tenders & Fries opened in Dec 2020 and as of this filing continues to outperform the system wide averages for Hot Head Burritos and Rapid Fired Pizza.  

Trend Information

Upon qualification of this Offering, the Company believed that the restaurant development and enhancement projects outlined above would enable it to create additional cash flows from existing operations and open up to eight new restaurants in locations that were already being actively evaluated or were in the lease negotiation stages. The Company believed this may have created the opportunity for the Company to become cash flow positive in 2020 as it invested the funds raised in this Offering in restaurants with up to eight new restaurant owner-operators to build new


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Hot Head Burritos and Rapid Fired Pizza restaurants. Contingencies existed in all cases including the number of Class B Units actually sold, securing regulatory and financing approvals as well as negotiation of tenant leases and construction contracts that would affect the Company’s ability to execute these plans as forecasted.

Clearly, none of us could have anticipated the COVID-19 crisis, the impact on our business, our families, our patrons and our partnerships.  Amazingly enough, it put us to the test and we came through for our people and our Tasty Equity investors.  We cannot predict the future and many challenges certainly lie ahead, but as noted above, Hot Head Burritos was actually launched as a business in 2007 just before the great recession of 2008-2012.  We are undaunted by adversity and believe that our history as a business and as a family of overachieving brothers bodes well for us and our Tasty Equity investors.

We may be a bit behind plan with our projects sliding into 2021 but we are committed to the path we are on.  

It important to note that the company embraces the restaurant development specific provisions of the Tax Cut & Jobs Act of 2017. Those provisions create the opportunity for the Company and its owner-operators to receive 100% tax write-off incentives for qualifying direct expenses associated with the development of each new restaurant business so long as that business is a leasehold tenant and does not own the real estate that it occupies. Tasty Equity does not own real estate, nor does it intend to acquire or develop real estate. Tasty Equity is specifically working with real estate development partners who will acquire, develop and lease back to Tasty Equity and its owner-operators new, prime retail locations on very favorable terms that still allow Tasty Equity to qualify for the job creation and business ownership opportunity creation incentives of the Tax Cut & Jobs Act. Those incentives create an opportunity for Tasty Equity to generate cash flows from operations that are substantially greater than would otherwise be possible and continue to reinvest them in more stores potentially increasing the value of the Company for Tasty Equity investors.

With respect to historical trends, several factors had a material impact on the profitability of the restaurants it operated in 2017 and 2018 with owner-operators including:

The Company, in conjunction with an owner-operator, acquired its two Hot Head Burritos restaurants in October 2017 from a significantly underperforming franchisee that demonstrated material disregard for the guidance of Hot Head Franchising. The Company acquired the two stores in a single transaction a valuation established by its banker as 65% of the actual market value of the stores in distressed sale as the former owner had an unrelated business failure and was facing bankruptcy. The sale was consummated within 14 days’ notice of the stores being offered for sale as the operator urgently needed the cash. Tasty Equity, along with the owner-operators and partner in each restaurant, invested more than $50,000 in the pair of stores to execute a turn- around plan in conjunction with Hot Head Franchising and within six months both stores were top performing in their district. The investments included heavy marketing expenditures, correcting excess food and labor cost issues, re-staffing the stores, repairing or replacing equipment ranging from hot tables and cold tables to HVAC systems due to deferred maintenance and correcting excessive food and labor cost issues. Those two restaurants are now well performing and modestly profitable and per above they just completed full digital upgrades and remodels under our supervision for


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both stores bringing the stores up to current brand standard adding pylon signage for one that never had it. We anticipate that those two stores will contribute to Tasty Equity profits from operations in 2021 and beyond as they returned to full capacity once the Covid 50% dining room restrictions are relieved.

The Tasty Equity team, led by Chris and Peter Wiley, pioneered Self-Pour alcohol for the brands in its Bowling Green, Ohio Rapid Fired Pizza restaurant. This required significant investments in marketing and management time onsite to perfect the additional operations procedures and establish policies, procedures and systems to manages the sale of Self-Pour alcohol. The Company also participated with Ray’s corporate stores and deployed direct pizza delivery the startup of which incurred excessive labor costs and delivery service specific expenses and additional marketing. All delivery services have been converted to third-party delivery services such as Uber Eats, GrubHub and DoorDash due to transform the fixed cost of delivery to variable cost and leverage the scalable capacity of those services. The combined cost overruns related to food and labor costs in 2018 for those projects accounted for more than $50,000 in direct expenses combined with food and labor cost overruns that impacted Tasty Equity along with the owner-operator and other partners in that restaurant. That restaurant continues to be among the top performing stores in the franchise system and with those cost issues behind us we anticipate that Tasty Equity will realize profits from operations and distributions from it in the balance of 2021 and beyond so long as it returns to pre-Covid sales volume once the 50% dining room restrictions are relieved.

Because the Company is still in the startup phase of its owner-operator program, and now our timing has been a bit disrupted by the delayed launch of our Offering and then the COVID-19 crisis just 90 days into our Offering, the Company will be rapidly expanding that model with the support of investors, the Company is unable to identify any recent trends in its own revenue or expenses since the latest financial year prior to the COVID-19 crisis.  While it has been disruptive to our revenues, the swift action by the government, our landlords and bankers has enabled us to stay the course with effectively cashflow neutral operations. The economic recovery from the COVID-19 crisis is uncertain but one thing is for sure:  our patrons love our food, have packed our queue lines to pick it out just the way they want it even if they have to carry it out to eat at home or tailgate in our parking lots.  This disrupted our persistent year over year sales comparisons and thus, the Company is unable to identify any known trends, uncertainties, demands, commitments or events involving its business that are reasonably likely to have a material effect on its revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause the reported financial information in this Offering to not be indicative of future operating results or financial condition.

Despite this, the Company believes that the market demand for Fast Casual dining, especially combined with the new and market leading Self-Pour alcohol systems and will continue to be strong subject to economic conditions in the United States remaining consistent or continuing improve. Not specific to the Company, but the trends in the general market appear to favor a growing market outlook, with the Fast Casual market segment demonstrating a compound annual growth rate of 9% in the prior 9 years.1 The “fast food” market is more than $200 billion according


1 https://www.restaurant.org/Downloads/Events/FCIC/17_SHOW_PPT_5-4-compressed


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to a Franchise HELP report2 with the pizza market segment is reportedly now at $45.73 billion3 and still growing steadily. Mexican food is among those top 5 market segments4 led by competitors like Chipotle with more than 2,400 locations5 which does not offer franchising and is not available to independent owner-operators, but is continuing to open new stores. Moreover, our stores are performing well in markets where Chipotle operates and Mod Pizza has entered our markets without impacting our sales. As a result, the Company sees a good opportunity for growth in the U.S.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies

 The Company has identified the policies outlined below as critical to its business operations and an understanding of its results of operations. The list is not intended to be a comprehensive list of all of the Company’s accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on the Company’s business operations is discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operations where such policies affect the Company’s reported and expected financial results. Note that the Company’s preparation of the consolidated financial statements requires it to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of its consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Income taxes are one such critical accounting policy. The members of the Company elected to be taxed as a C-Corporation in January 2018. Accordingly, income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus or minus the net change in deferred tax assets and liabilities. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax basis of assets and liabilities based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, if necessary, to reduce the deferred tax assets to the amount that will more likely than not be realized.

The company adheres to the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (ASC Topic


2 https://www.franchisehelp.com/industry-reports/fast-food-industry-analysis-2018-cost-trends/

3 http://www.pmq.com/December-2018/The-2019-Pizza-Power-Report-A-State-of-the-Industry-Analysis/

4 https://www.franchisehelp.com/industry-reports/fast-food-industry-analysis-2018-cost-trends/

5 https://ir.chipotle.com/2018-07-26-Chipotle-Announces-Second-Quarter-2018-Results


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606), which replaces numerous requirements in U.S. GAAP, including industry-specific requirements, and provides companies with a single revenue recognition model for recognizing revenue from contracts with customers. Additional disclosures required by ASC Topic 606 are presented within the aforementioned Revenue Recognition policy disclosure.

Revenue Recognition

The Company’s contemplates two sources of cashflow. The first is the Company generates revenue as fee income through services provided to affiliates via agreements referred to as its proprietary Franchise Management Services (“FMS”) agreements. Fees for such services are determined based on those FMS service contracts, 4 of which have been executed to date. The Company will recognize revenue in accordance with the provisions of FASB ASC 606, Revenue from Contracts with Customers. Revenues will be recognized in an amount that reflects the consideration that the Company expects to be entitled to in exchange for the services delivered. Such revenues will be recognized over time as services are provided.  The Company implemented FMS service contracts with its existing three affiliates effective August 2020.  The Company anticipates executing a variation of the FMS agreements in conjunction with the 7 restaurants it is helping a group of parties acquire from the retiring Hot Head Burritos Franchisee in Cleveland and Pittsburgh.

The second is through investments in affiliates. Investments in partnerships and less-than-majority owned subsidiaries in which the Company does not have control, but has the ability to exercise significant influence over operating financial policies through both the Operating Agreements that govern the rights of LLC Members, appointment of the Company’s own personnel as Officers or Managers of those franchisee entities and the provisions of the FMS agreements relative to profit distributions, are accounted for using the equity method of accounting. The equity method investments are shown on the Company's balance sheet as "Investment in affiliates," and the Company's share of earnings or losses from these investments are shown in the accompanying statement of operations as "Equity loss of affiliates."

Equity method investments are initially recognized at cost which is the same as the price paid to acquire the holding in the investee. Under the equity method, the carrying amount of the equity affiliate is adjusted annually by the percentage of any change in its equity corresponding to the Company's percentage interest in these equity affiliates. The carrying costs of these investments are also increased or decreased to reflect additional contributions or withdraws of capital. Any difference in the book equity and the Company's pro rata share of the net assets of the investment will be reported as gain or loss at the time of the liquidation of the investment.

Additional Company Matters

The Company has not filed for bankruptcy protection nor has it ever been involved in receivership or similar proceedings. The Company is not presently involved in any legal proceedings material to the business or financial condition of the Company. The Company does not anticipate any material reclassification, merger, consolidation, or purchase or sale of a significant proportion of assets (not in the ordinary course of business) during the next 12 months.

Item 3. Directors and Officers


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Please see information contained in section entitled  “MANAGERS AND EXECUTIVE OFFICERS” in our SEC filing at https://www.sec.gov/Archives/edgar/data/1766914/000176691420000004/0001766914-20-000004-index.htm

Item 4. Security Ownership of Management and Certain Securityholders

Please see information contained in section entitled  “SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS” in our SEC filing at https://www.sec.gov/Archives/edgar/data/1766914/000176691420000004/0001766914-20-000004-index.htm

Item 5. Interest of Management and Others in Certain Transactions

Please see information contained in section entitled  “INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN RELATED-PARTY TRANSACTIONS AND AGREEMENTS” in our SEC filing at https://www.sec.gov/Archives/edgar/data/1766914/000176691420000004/0001766914-20-000004-index.htm

Item 6. Other Information

None.

Item 7. Financial Statements

Please see attached audited financial statements following the signature page below

Item 8. Exhibits

Index to Attached Exhibits

Consent of Independent Auditors (Exhibit 1A-11)

 

Page 35

 

Index to Linked Exhibits

Broker-Dealer Agreement

1A-1

Charters (including amendments)

1A-2A

Bylaws

1A-2B

Form of Subscription Agreement

1A-4

Material Contracts

1A-6


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SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Wiley Area Development LLC d/b/a Tasty Equity

 

By: /s/ Byron C. (Chris) Wiley

President (Principal Executive Officer) and Manager

 

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

 

By: /s/ Byron C. (Chris) Wiley

Byron C. (Chris) Wiley

President (Principal Executive Officer) and Manager

April 28, 2021

 

By: /s/ Peter A. Wiley

Peter A. Wiley

Treasurer (Principal Financial Officer and Principal Accounting Officer) and Manager

April 28, 2021


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________________________________________________________________________

 

 

EXHIBIT

FINANCIAL STATEMENTS

 

________________________________________________________________________


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________________________________________________________________________

 

 

EXHIBIT 1A-11

Consent of Independent Auditors

 

________________________________________________________________________


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