0000030697-14-000004.txt : 20140221 0000030697-14-000004.hdr.sgml : 20140221 20140221163023 ACCESSION NUMBER: 0000030697-14-000004 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140221 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140221 DATE AS OF CHANGE: 20140221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wendy's Co CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 14634016 BUSINESS ADDRESS: STREET 1: ONE DAVE THOMAS BLVD CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: (614) 764-3100 MAIL ADDRESS: STREET 1: ONE DAVE THOMAS BLVD CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: WENDY'S/ARBY'S GROUP, INC. DATE OF NAME CHANGE: 20080926 FORMER COMPANY: FORMER CONFORMED NAME: TRIARC COMPANIES INC DATE OF NAME CHANGE: 19931109 FORMER COMPANY: FORMER CONFORMED NAME: DWG CORP DATE OF NAME CHANGE: 19920703 8-K/A 1 dallasdisposition8-ka.htm 8-K/A Dallas Disposition 8-K/A


 
 
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 21, 2014 (February 17, 2014)
THE WENDY’S COMPANY
(Exact name of registrant as specified in its charter)
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)
(614) 764-3100
(Registrant’s telephone number, including area code)
 N/A
(Former name or former address if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 





ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On February 17, 2014, Wendy’s International, LLC (“Wendy’s”), an indirect wholly-owned subsidiary of The Wendy’s Company (the “Company”), completed the sale of certain assets used in the operation of 70 Wendy’s® restaurants in the Dallas, Texas area to MUY Hamburger Partners, LLC and MUY Properties-CTW, Ltd. (collectively, “MUY”) pursuant to the terms of an Asset Purchase Agreement (the “Agreement”) dated as of January 31, 2014 for $32.4 million (subject to customary purchase price adjustments) plus initial franchise fees. The Agreement also includes fees for the right to develop Wendy’s restaurants in the future in the Dallas, Texas area. On February 18, 2014, the Company filed a Current Report on Form 8-K with the Securities and Exchange Commission which announced the completion of the sale.

This Form 8-K/A amends the Current Report on Form 8-K filed on February 18, 2014 to provide the pro forma financial information required by Item 9.01 of Form 8-K, which was not previously filed with the Form 8-K on February 18, 2014.

The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 18, 2014.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(b)    Pro forma financial information.

The unaudited pro forma condensed consolidated balance sheet as of September 29, 2013 and 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, are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

(d)         Exhibits

Exhibit No.
Description
2.1
Asset Purchase Agreement by and among Wendy’s International, LLC, as seller, MUY Hamburger Partners, LLC and MUY Properties-CTW, Ltd., as purchasers, and James H. Bodenstedt, as guarantor, dated as of January 31, 2014, incorporated herein by reference to Exhibit 2.1 of The Wendy’s Company Current Report on Form 8-K filed on February 18, 2014 (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.






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
THE WENDY’S COMPANY
 
(Registrant)
Date: February 21, 2014


By:/s/ Todd A. Penegor                   
 
Todd A. Penegor
 
Senior Vice President and
 
Chief Financial Officer





EXHIBIT INDEX


Exhibit
Description
 
 
2.1
Asset Purchase Agreement by and among Wendy’s International, LLC, as seller, MUY Hamburger Partners, LLC and MUY Properties-CTW, Ltd., as purchasers, and James H. Bodenstedt, as guarantor, dated as of January 31, 2014, incorporated herein by reference to Exhibit 2.1 of The Wendy’s Company Current Report on Form 8-K filed on February 18, 2014 (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.




 EX-99.1 2 ex991proforma-muy.htm PRO FORMA FINANCIALS Ex 99.1 Pro forma - MUY
EXHIBIT 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated balance sheet and statements of operations are based upon the historical consolidated financial statements of The Wendy’s Company (the “Company”). Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “us,” and “our” refers to The Wendy’s Company. The unaudited pro forma condensed consolidated financial statements have been prepared to illustrate the effect of the sale by the Company of certain assets used in the operation of 70 Wendy’s® restaurants in the Dallas, Texas area to MUY Hamburger Partners, LLC and MUY Properties-CTW, Ltd. (collectively, “MUY”) for $32.4 million (subject to customary purchase price adjustments) plus initial franchise fees and development fees for the right to develop Wendy’s restaurants in the future in the Dallas, Texas area (the “MUY Disposition”).

The unaudited pro forma condensed consolidated balance sheet as of September 29, 2013 reflects the pro forma effect as if the MUY Disposition had been consummated on that date. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 29, 2013 and the year ended December 30, 2012 include The Wendy’s Company’s historical statements of operations, adjusted to reflect the pro forma effect as if the MUY Disposition had been consummated on January 2, 2012 (the first day of our 2012 fiscal year). The historical consolidated financial statements referred to above for The Wendy’s Company were included in its Quarterly Report on Form 10-Q for the quarter ended September 29, 2013 and Annual Report on Form 10-K for the year ended December 30, 2012. The accompanying unaudited pro forma condensed consolidated financial information and the historical consolidated financial information presented herein should be read in conjunction with the historical consolidated financial statements and notes thereto for The Wendy’s Company.

The unaudited pro forma condensed consolidated balance sheet and statements of operations include pro forma adjustments which reflect transactions and events that (a) are directly attributable to the sale, (b) are factually supportable and (c) with respect to the statement of operations, have a continuing impact on consolidated results. The pro forma adjustments are described in the accompanying notes to the unaudited pro forma condensed consolidated financial statements.

The unaudited pro forma condensed consolidated financial information does not reflect future events that may occur after the sale, including potential general and administrative cost savings. The unaudited pro forma condensed consolidated financial information is provided for informational purposes only and is not necessarily indicative of the results of operations that would have occurred if the MUY Disposition had occurred on January 2, 2012 nor is it necessarily indicative of our future operating results. The pro forma adjustments are subject to change and are based upon currently available information.






THE WENDY’S COMPANY AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 29, 2013
(In Thousands)

 
Historical
 
Pro Forma Adjustments
 
 
Pro Forma
ASSETS
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
$
513,431

 
$
35,363

(a)
 
$
548,794

Accounts and notes receivable
62,620

 
—

 
 
62,620

Inventories
9,127

 
—

 
 
9,127

Prepaid expenses and other current assets
118,680

 
(9,578
)
(b)
 
109,102

Deferred income tax benefit
86,173

 
—

 
 
86,173

Advertising funds restricted assets
68,768

 
—

 
 
68,768

Total current assets
858,799

 
25,785

 
 
884,584

Properties
1,156,320

 
(978
)
(b)
 
1,155,342

Goodwill
868,057

 
(6,498
)
(b)
 
861,559

Other intangible assets
1,300,035

 
10,159

(c)
 
1,310,194

Investments
106,636

 
—

 
 
106,636

Deferred costs and other assets
34,108

 
—

 
 
34,108

Total assets
$
4,323,955

 
$
28,468

 
 
$
4,352,423

 
 
 
 
 
 
 
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

 
2,256

(d)
 
158,331

Advertising funds restricted liabilities
68,768

 
—

 
 
68,768

Total current liabilities
352,846

 
2,256

 
 
355,102

Long-term debt
1,433,662

 
—

 
 
1,433,662

Deferred income taxes
454,524

 
7,724

(e)
 
462,248

Other liabilities
161,614

 
12,131

(c)
 
173,925

 
 
 
180

(f)
 
 
Commitments and contingencies
 
 
 
 
 
 
The Wendy’s Company stockholders’ equity
1,923,722

 
6,177

(g)
 
1,929,899

Noncontrolling interests
(2,413
)
 
—

 
 
(2,413
)
Total liabilities and equity
$
4,323,955

 
$
28,468

 
 
$
4,352,423


See accompanying notes to unaudited pro forma condensed consolidated financial statements.



THE WENDY’S COMPANY AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Nine Months Ended September 29, 2013
(In Thousands Except Per Share Amounts)

 
Historical
 
Pro Forma Adjustments
 
 
Pro Forma
Revenues:
 
 
 
 
 
 
Sales
$
1,659,900

 
$
(68,130
)
(b)
 
$
1,591,770

Franchise revenues
235,105

 
7,939

(h)
 
243,044

 
1,895,005

 
(60,191
)
 
 
1,834,814

Costs and expenses:
 
 
 
 
 
 
Cost of sales
1,403,303

 
(54,781
)
(b)
 
1,345,795

 
 
 
(2,727
)
(i)
 
 
General and administrative
216,623

 
(1,316
)
(b)
 
215,307

Depreciation and amortization
134,841

 
(1,340
)
(b)
 
133,501

Impairment of long-lived assets
5,327

 
—

 
 
5,327

Facilities action charges, net
31,690

 
—

 
 
31,690

Other operating income, net
(3,043
)
 
2,727

(i)
 
(269
)
 
 
 
47

(c)
 
 
 
1,788,741

 
(57,390
)
 
 
1,731,351

Operating profit
106,264

 
(2,801
)
 
 
103,463

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

 
(2,801
)
 
 
26,946

Provision for income taxes
(17,774
)
 
1,081

(j)
 
(16,693
)
Net income
11,973

 
(1,720
)
 
 
10,253

Net loss attributable to noncontrolling interests
445

 
—

 
 
445

Net income attributable to The Wendy’s Company
$
12,418

 
$
(1,720
)
 
 
$
10,698

 
 
 
 
 
 
 
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


See accompanying notes to unaudited pro forma condensed consolidated financial statements.



THE WENDY’S COMPANY AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 30, 2012
(In Thousands Except Per Share Amounts)

 
Historical
 
Pro Forma Adjustments
 
 
Pro Forma
Revenues:
 
 
 
 
 
 
Sales
$
2,198,323

 
$
(85,188
)
(b)
 
$
2,113,135

Franchise revenues
306,919

 
10,329

(h)
 
317,248

 
2,505,242

 
(74,859
)
 
 
2,430,383

Costs and expenses:
 
 
 
 
 
 
Cost of sales
1,881,248

 
(71,893
)
(b)
 
1,805,639

 
 
 
(3,716
)
(i)
 
 
General and administrative
287,808

 
(1,842
)
(b)
 
285,966

Depreciation and amortization
146,976

 
(1,808
)
(b)
 
145,168

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

 
3,716

(i)
 
8,105

 
 
 
54

(c)
 
 
 
2,382,495

 
(75,489
)
 
 
2,307,006

Operating profit
122,747

 
630

 
 
123,377

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
)
 
630

 
 
(12,495
)
Benefit from income taxes
21,083

 
(243
)
(j)
 
20,840

Income from continuing operations
7,958

 
387

 
 
8,345

Income attributable to noncontrolling interests
(2,384
)
 
—

 
 
(2,384
)
Income from continuing operations attributable to The Wendy’s Company
$
5,574

 
$
387

 
 
$
5,961

 
 
 
 
 
 
 
Basic income from continuing operations per share attributable to The Wendy’s Company
$
0.02

 
 
 
 
$
0.02

Diluted income from continuing operations per share attributable to The Wendy’s Company
$
0.02

 
 
 
 
$
0.02

 
 
 
 
 
 
 
Weighted average number of basic shares outstanding
390,275

 
 
 
 
390,275

Weighted average number of diluted shares outstanding
392,140

 
 
 
 
392,140


See accompanying notes to unaudited pro forma condensed consolidated financial statements.




THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(In Thousands)


Description of Transaction and Basis of Presentation

The unaudited pro forma condensed consolidated balance sheet and statements of operations are based upon the historical consolidated financial statements of The Wendy’s Company (“The Wendy’s Company” or the “Company”), which were included in its Quarterly Report on Form 10-Q for the quarter ended September 29, 2013 and Annual Report on Form 10-K for the year ended December 30, 2012. Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “us,” and “our” refers to The Wendy’s Company together with its direct and indirect subsidiaries. The unaudited pro forma condensed consolidated statements of operations reflect the sale by the Company of certain assets related to the operations of 70 Wendy’s restaurants as if the sale had been consummated on January 2, 2012 (the first day of our 2012 fiscal year). The unaudited pro forma condensed consolidated balance sheet as of September 29, 2013 reflect such sale as if it had been consummated on that date.

Pro Forma Adjustments

On February 17, 2014, Wendy’s completed the sale by the Company of certain assets used in the operation of 70 Wendy’s restaurants in the Dallas, Texas area to MUY pursuant to the terms of an Asset Purchase Agreement (the “Agreement”) dated as of January 31, 2014 for $32,408 (subject to customary purchase price adjustments) plus initial franchise fees. The Agreement also includes fees for the right to develop Wendy’s restaurants in the future in the Dallas, Texas area (“Development Fees”).

The following pro forma adjustments are included in the unaudited pro forma condensed consolidated balance sheet and/or the unaudited pro forma condensed consolidated statements of operations:

(a)
Reflects anticipated cash proceeds of the $32,408 sale price, $2,800 of initial franchise fees and $180 of Development Fees, as reduced by $(25) of net liabilities assumed.

(b)
The elimination of assets and liabilities included in the MUY 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 MUY 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 MUY.

(g)
The after-tax effect on stockholders’ equity attributable to The Wendy’s Company due to the MUY Disposition including: (1) $4,347 estimated gain on sale and (2) $1,830 revenue recognized for the initial franchise fees.

(h)
Pro forma franchise royalty revenues and rental income as a result of the MUY 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 MUY in connection with the MUY Disposition.

(j)
The income tax effect resulting from the pro forma effect of the MUY Disposition based on the estimated statutory tax rate.