Delaware | 1-2207 | 38-0471180 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
One Dave Thomas Blvd., Dublin, Ohio | 43017 | |
(Address of principal executive offices) | (Zip Code) |
Exhibit No. | Description |
2.1 | Asset Purchase Agreement by and among Wendy’s Old Fashioned Hamburgers of New York, Inc., as seller, NPC Quality Burgers, Inc., as purchaser, and NPC International, Inc., as guarantor, dated as of November 19, 2013, incorporated herein by reference to Exhibit 2.1 of The Wendy’s Company Current Report on Form 8-K filed on December 9, 2013 (SEC file No. 001-02207). |
2.2 | First Amendment to Asset Purchase Agreement by and among Wendy’s Old Fashioned Hamburgers of New York, Inc., as seller, NPC Quality Burgers, Inc., as purchaser, and NPC International, Inc., as guarantor, dated as of November 20, 2013, incorporated herein by reference to Exhibit 2.2 of The Wendy’s Company Current Report on Form 8-K filed on December 9, 2013 (SEC file No. 001-02207). |
99.1 | The unaudited pro forma condensed consolidated balance sheet as of September 29, 2013 and the unaudited pro forma condensed consolidated statements of operations of The Wendy’s Company for the nine months ended September 29, 2013 and the year ended December 30, 2012, including notes to the unaudited pro forma condensed consolidated financial statements. |
THE WENDY’S COMPANY | |
(Registrant) | |
Date: December 13, 2013 | By:/s/ Todd A. Penegor |
Todd A. Penegor | |
Senior Vice President and | |
Chief Financial Officer |
Exhibit | Description |
2.1 | Asset Purchase Agreement by and among Wendy’s Old Fashioned Hamburgers of New York, Inc., as seller, NPC Quality Burgers, Inc., as purchaser, and NPC International, Inc., as guarantor, dated as of November 19, 2013, incorporated herein by reference to Exhibit 2.1 of The Wendy’s Company Current Report on Form 8-K filed on December 9, 2013 (SEC file No. 001-02207). |
2.2 | First Amendment to Asset Purchase Agreement by and among Wendy’s Old Fashioned Hamburgers of New York, Inc., as seller, NPC Quality Burgers, Inc., as purchaser, and NPC International, Inc., as guarantor, dated as of November 20, 2013, incorporated herein by reference to Exhibit 2.2 of The Wendy’s Company Current Report on Form 8-K filed on December 9, 2013 (SEC file No. 001-02207). |
99.1 | The unaudited pro forma condensed consolidated balance sheet as of September 29, 2013 and the unaudited pro forma condensed consolidated statements of operations of The Wendy’s Company for the nine months ended September 29, 2013 and the year ended December 30, 2012, including notes to the unaudited pro forma condensed consolidated financial statements. |
Historical | Pro Forma Adjustments | Pro Forma | ||||||||||
ASSETS | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | $ | 513,431 | $ | 30,310 | (a) | $ | 543,741 | |||||
Accounts and notes receivable | 62,620 | — | 62,620 | |||||||||
Inventories | 9,127 | — | 9,127 | |||||||||
Prepaid expenses and other current assets | 118,680 | (7,574 | ) | (b) | 111,106 | |||||||
Deferred income tax benefit | 86,173 | — | 86,173 | |||||||||
Advertising funds restricted assets | 68,768 | — | 68,768 | |||||||||
Total current assets | 858,799 | 22,736 | 881,535 | |||||||||
Properties | 1,156,320 | — | 1,156,320 | |||||||||
Goodwill | 868,057 | (5,853 | ) | (b) | 862,204 | |||||||
Other intangible assets | 1,300,035 | 8,601 | (c) | 1,308,636 | ||||||||
Investments | 106,636 | — | 106,636 | |||||||||
Deferred costs and other assets | 34,108 | — | 34,108 | |||||||||
Total assets | $ | 4,323,955 | $ | 25,484 | $ | 4,349,439 | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
Current liabilities: | ||||||||||||
Current portion of long-term debt | $ | 38,260 | $ | — | $ | 38,260 | ||||||
Accounts payable | 89,743 | — | 89,743 | |||||||||
Accrued expenses and other current liabilities | 156,075 | 1,678 | (d) | 157,753 | ||||||||
Advertising funds restricted liabilities | 68,768 | — | 68,768 | |||||||||
Total current liabilities | 352,846 | 1,678 | 354,524 | |||||||||
Long-term debt | 1,433,662 | — | 1,433,662 | |||||||||
Deferred income taxes | 454,524 | 9,344 | (e) | 463,868 | ||||||||
Other liabilities | 161,614 | 4,964 | (c) | 166,653 | ||||||||
75 | (f) | |||||||||||
Commitments and contingencies | ||||||||||||
The Wendy’s Company stockholders’ equity | 1,923,722 | 9,423 | (g) | 1,933,145 | ||||||||
Noncontrolling interests | (2,413 | ) | — | (2,413 | ) | |||||||
Total liabilities and equity | $ | 4,323,955 | $ | 25,484 | $ | 4,349,439 |
Historical | Pro Forma Adjustments | Pro Forma | ||||||||||
Revenues: | ||||||||||||
Sales | $ | 1,659,900 | $ | (55,414 | ) | (b) | $ | 1,604,486 | ||||
Franchise revenues | 235,105 | 6,706 | (h) | 241,811 | ||||||||
1,895,005 | (48,708 | ) | 1,846,297 | |||||||||
Costs and expenses: | ||||||||||||
Cost of sales | 1,403,303 | (44,972 | ) | (b) | 1,356,550 | |||||||
(1,781 | ) | (i) | ||||||||||
General and administrative | 216,623 | (1,220 | ) | (b) | 215,403 | |||||||
Depreciation and amortization | 134,841 | (1,251 | ) | (b) | 133,590 | |||||||
Impairment of long-lived assets | 5,327 | — | 5,327 | |||||||||
Facilities action charges, net | 31,690 | — | 31,690 | |||||||||
Other operating income, net | (3,043 | ) | 1,781 | (i) | (1,059 | ) | ||||||
203 | (c) | |||||||||||
1,788,741 | (47,240 | ) | 1,741,501 | |||||||||
Operating profit | 106,264 | (1,468 | ) | 104,796 | ||||||||
Interest expense | (55,548 | ) | — | (55,548 | ) | |||||||
Loss on early extinguishment of debt | (21,019 | ) | — | (21,019 | ) | |||||||
Investment income and other (expense), net | 50 | — | 50 | |||||||||
Income before income taxes and noncontrolling interests | 29,747 | (1,468 | ) | 28,279 | ||||||||
Provision for income taxes | (17,774 | ) | 565 | (j) | (17,209 | ) | ||||||
Net income | 11,973 | (903 | ) | 11,070 | ||||||||
Net loss attributable to noncontrolling interests | 445 | — | 445 | |||||||||
Net income attributable to The Wendy’s Company | $ | 12,418 | $ | (903 | ) | $ | 11,515 | |||||
Basic net income per share attributable to The Wendy’s Company | $ | 0.03 | $ | 0.03 | ||||||||
Diluted net income per share attributable to The Wendy’s Company | $ | 0.03 | $ | 0.03 | ||||||||
Weighted average number of basic shares outstanding | 392,750 | 392,750 | ||||||||||
Weighted average number of diluted shares outstanding | 398,101 | 398,101 |
Historical | Pro Forma Adjustments | Pro Forma | ||||||||||
Revenues: | ||||||||||||
Sales | $ | 2,198,323 | $ | (71,455 | ) | (b) | $ | 2,126,868 | ||||
Franchise revenues | 306,919 | 8,886 | (h) | 315,805 | ||||||||
2,505,242 | (62,569 | ) | 2,442,673 | |||||||||
Costs and expenses: | ||||||||||||
Cost of sales | 1,881,248 | (58,662 | ) | (b) | 1,820,128 | |||||||
(2,458 | ) | (i) | ||||||||||
General and administrative | 287,808 | (1,703 | ) | (b) | 286,105 | |||||||
Depreciation and amortization | 146,976 | (1,805 | ) | (b) | 145,171 | |||||||
Impairment of long-lived assets | 21,097 | — | 21,097 | |||||||||
Facilities relocation costs and other transactions | 41,031 | — | 41,031 | |||||||||
Other operating expense, net | 4,335 | 2,458 | (i) | 6,960 | ||||||||
167 | (c) | |||||||||||
2,382,495 | (62,003 | ) | 2,320,492 | |||||||||
Operating profit | 122,747 | (566 | ) | 122,181 | ||||||||
Interest expense | (98,604 | ) | — | (98,604 | ) | |||||||
Loss on early extinguishment of debt | (75,076 | ) | — | (75,076 | ) | |||||||
Other income, net and investment income, net | 37,808 | — | 37,808 | |||||||||
Loss before income taxes and noncontrolling interests | (13,125 | ) | (566 | ) | (13,691 | ) | ||||||
Benefit from income taxes | 21,083 | 219 | (j) | 21,302 | ||||||||
Income from continuing operations | 7,958 | (347 | ) | 7,611 | ||||||||
Income attributable to noncontrolling interests | (2,384 | ) | — | (2,384 | ) | |||||||
Income from continuing operations attributable to The Wendy’s Company | $ | 5,574 | $ | (347 | ) | $ | 5,227 | |||||
Basic income from continuing operations per share attributable to The Wendy’s Company | $ | 0.02 | $ | 0.01 | ||||||||
Diluted income from continuing operations per share attributable to The Wendy’s Company | $ | 0.02 | $ | 0.01 | ||||||||
Weighted average number of basic shares outstanding | 390,275 | 390,275 | ||||||||||
Weighted average number of diluted shares outstanding | 392,140 | 392,140 |
(a) | Reflects anticipated cash proceeds of the $29,053 sale price, $1,300 of initial franchise fees and $75 of Development Fees, as reduced by $(118) of net liabilities assumed. |
(b) | The elimination of assets and liabilities included in the NPC Disposition, estimated goodwill allocated to the restaurants being sold and historical revenues and expenses. |
(c) | Reflects favorable lease assets and unfavorable lease liabilities resulting from the lease and/or sublease of land, buildings and/or leasehold improvements to NPC and the related pro forma effect on continuing amortization. |
(d) | Reflects the deferral of anticipated cash proceeds for the development of one restaurant under our image activation program. |
(e) | Income taxes related to the estimated pre-tax gain on sale and revenue recognized for the initial franchise fees. Income taxes are based on the estimated statutory tax rate adjusted for the impact of non-deductible goodwill. |
(f) | Reflects the deferral of anticipated cash proceeds for Development Fees which will be recognized in connection with the future development of Wendy’s restaurants by NPC. |
(g) | The after-tax effect on stockholders’ equity attributable to The Wendy’s Company due to the NPC Disposition including: (1) $8,577 estimated gain on sale and (2) $846 revenue recognized for the initial franchise fees. |
(h) | Pro forma franchise royalty revenues and rental income as a result of the NPC Disposition. |
(i) | Reclassification of continuing rental expense and net favorable and unfavorable lease amortization from cost of sales to other operating expense, net as a result of the related properties being subleased to NPC in connection with the NPC Disposition. |
(j) | The income tax effect resulting from the pro forma effect of the NPC Disposition based on the estimated statutory tax rate. |