| Fair Value Measurements |
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques under the accounting guidance related to fair value measurements are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. These inputs are classified into the following hierarchy:
| | • | Level 1 Inputs - Quoted prices for identical assets or liabilities in active markets. |
| | • | Level 2 Inputs - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. |
| | • | Level 3 Inputs - Pricing inputs are unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value require significant management judgment or estimation. |
Financial Instruments
The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments: | | | | | | | | | | | | | | | | | | | | July 1,
2018 | | December 31,
2017 | | | | Carrying Amount | | Fair Value | | Carrying Amount | | Fair Value | | Fair Value Measurements | Financial assets | | | | | | | | | | Cash equivalents | $ | 9,584 |
| | $ | 9,584 |
| | $ | 338 |
| | $ | 338 |
| | Level 1 | Non-current cost method investments (a) | 639 |
| | 327,477 |
| | 639 |
| | 327,710 |
| | Level 3 | | | | | | | | | | | Financial liabilities | | | | | | | | | | Series 2018-1 Class A-2-I Notes (b) | 447,750 |
| | 430,736 |
| | — |
| | — |
| | Level 2 | Series 2018-1 Class A-2-II Notes (b) | 472,625 |
| | 455,138 |
| | — |
| | — |
| | Level 2 | Series 2015-1 Class A-2-I Notes (b) | — |
| | — |
| | 855,313 |
| | 856,510 |
| | Level 2 | Series 2015-1 Class A-2-II Notes (b) | 875,250 |
| | 876,038 |
| | 879,750 |
| | 897,961 |
| | Level 2 | Series 2015-1 Class A-2-III Notes (b) | 486,250 |
| | 487,368 |
| | 488,750 |
| | 513,188 |
| | Level 2 | 7% debentures, due in 2025 (b) | 90,139 |
| | 104,750 |
| | 89,514 |
| | 107,000 |
| | Level 2 | Guarantees of franchisee loan obligations (c) | 27 |
| | 27 |
| | 37 |
| | 37 |
| | Level 3 |
_______________
| | (a) | On February 5, 2018, a subsidiary of ARG Holding Corporation (“ARG Parent”) acquired Buffalo Wild Wings, Inc. As a result, our ownership interest was diluted to 12.3% and now includes both the Arby’s and Buffalo Wild Wings brands under the newly formed combined company, Inspire Brands. The fair value of our indirect investment in Inspire Brands is primarily based on a price per share that was determined at the time that ARG Parent financed the acquisition of Buffalo Wild Wings. In the future, the fair value is expected to be calculated by applying a multiple to Inspire Brand’s adjusted earnings before income taxes, depreciation and amortization. The carrying value of our indirect investment was reduced to zero during 2013 in connection with the receipt of a dividend. The fair values of our remaining investments are not significant and are based on our review of information provided by the investment managers or investees which was based on (1) valuations performed by the investment managers or investees, (2) quoted market or broker/dealer prices for similar investments and (3) quoted market or broker/dealer prices adjusted by the investment managers for legal or contractual restrictions, risk of nonperformance or lack of marketability, depending upon the underlying investments. |
| | (b) | The fair values were based on quoted market prices in markets that are not considered active markets. |
| | (c) | Wendy’s has provided loan guarantees to various lenders on behalf of franchisees entering into debt arrangements for equipment financing. We have accrued a liability for the fair value of these guarantees, the calculation of which was based upon a weighted average risk percentage. |
The carrying amounts of cash, accounts payable and accrued expenses approximated fair value due to the short-term nature of those items. The carrying amounts of accounts and notes receivable, net (both current and non-current) approximated fair value due to the effect of the related allowance for doubtful accounts. Our cash and cash equivalents and guarantees are the only financial assets and liabilities measured and recorded at fair value on a recurring basis.
Non-Recurring Fair Value Measurements
Assets and liabilities remeasured to fair value on a non-recurring basis resulted in impairment that we have recorded to “Impairment of long-lived assets” in our condensed consolidated statements of operations.
Total impairment losses may reflect the impact of remeasuring long-lived assets held and used (including land, buildings, leasehold improvements and favorable lease assets) to fair value as a result of (1) declines in operating performance at Company-operated restaurants and (2) the Company’s decision to lease and/or sublease the land and/or buildings to franchisees in connection with the sale or anticipated sale of restaurants. The fair value of long-lived assets held and used presented in the tables below represents the remaining carrying value and was estimated based on either discounted cash flows of future anticipated lease and sublease income or discounted cash flows of future Company-operated restaurant performance.
Total impairment losses may also include the impact of remeasuring long-lived assets held for sale, which primarily include surplus properties. The fair values of long-lived assets held for sale presented in the tables below represents the remaining carrying value and were estimated based on current market values. See Note 9 for further information on impairment of our long-lived assets. | | | | | | | | | | | | | | | | | | | | Fair Value Measurements | | July 1,
2018 | | Level 1 | | Level 2 | | Level 3 | Held and used | $ | 161 |
| | $ | — |
| | $ | — |
| | $ | 161 |
| Held for sale | 427 |
| | — |
| | — |
| | 427 |
| Total | $ | 588 |
| | $ | — |
| | $ | — |
| | $ | 588 |
|
| | | | | | | | | | | | | | | | | | | | Fair Value Measurements | | December 31,
2017 | | Level 1 | | Level 2 | | Level 3 | Held and used | $ | 757 |
| | $ | — |
| | $ | — |
| | $ | 757 |
| Held for sale | 1,560 |
| | — |
| | — |
| | 1,560 |
| Total | $ | 2,317 |
| | $ | — |
| | $ | — |
| | $ | 2,317 |
|
Total impairment losses included remeasuring long-lived assets held and used for the three and six months ended July 1, 2018 of $1,603 and $1,768, respectively, and remeasuring long-lived assets held for sale for the six months ended July 1, 2018 of $41. Total impairment losses for the three and six months ended July 2, 2017 included remeasuring long-lived assets held and used of $201 and $218, respectively, and remeasuring long-lived assets held for sale of $52 and $545, respectively. |