-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WY9yO3+ZRjQDY7GRKgawfFRuLNBZQ1t4aAMLOlot01O+hhAa0DD0X+9T7UCDAQio iHBa5jZFyA8YxPBVF/MIaA== 0000030697-98-000001.txt : 19980108 0000030697-98-000001.hdr.sgml : 19980108 ACCESSION NUMBER: 0000030697-98-000001 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971223 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980107 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIARC COMPANIES INC CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-02207 FILM NUMBER: 98502331 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124513000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: DWG CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DWG CIGAR CORP DATE OF NAME CHANGE: 19680820 FORMER COMPANY: FORMER CONFORMED NAME: DEISEL WEMMER GILBERT CORP DATE OF NAME CHANGE: 19680820 8-K/A 1 12/23/97 FORM 8-K/A FOR TRIARC COMPANIES, INC. - -------------------------------------------------------------------------------- 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): December 23, 1997 TRIARC COMPANIES, INC. ----------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 1-2207 38-0471180 --------------- ----------- ------------ (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 280 Park Avenue New York, New York 10017 -------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 451-3000 ----------------------------- (Former Name or Former Address, if Changed Since Last Report) - -------------------------------------------------------------------------------- This Form 8-K/A of Triarc Companies, Inc. ("Triarc" and, together with its subsidiaries, the "Company") constitutes Amendment No. 1 to Triarc's Current Report on Form 8-K (the "Original Form 8-K") which was filed with the Securities and Exchange Commission (the "SEC") on December 24, 1997. This amendment sets forth the information required by Item 7(b) omitted from the original Form 8-K and includes Item 2, as amended, and Item 7(c) from the original Form 8-K. The statements in this Current Report on Form 8-K/A that are not historical facts, including, most importantly, those statements preceded by, followed by, or that include the words "may," "believes," "expects," "anticipates," or the negation thereof, or similar expressions, constitute "forward-looking statements" that involve risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any outcomes expressed or implied by such forward- looking statements. For those statements, Triarc claims the protection of the safe harbor for forward- looking statements contained in the Private Securities Litigation Reform Act of 1995. Such factors include, but are not limited to, the following: success of operating initiatives; development and operating costs; advertising and promotional efforts; brand awareness; the existence or absence of adverse publicity; market acceptance of new product offerings; changing trends in consumer tastes; changes in business strategy or development plans; quality of management; availability, terms and deployment of capital; business abilities and judgment of personnel; availability of qualified personnel; labor and employee benefit costs; availability and cost of raw materials and supplies; changes in, or failure to comply with, government regulations; the costs and other effects of legal and administrative proceedings; pricing pressures resulting from competitive discounting; general economic, business and political conditions in the countries and territories where the Company operates and the impact of such conditions on consumer spending; and other risks and uncertainties detailed in Triarc's other current and periodic filings with the SEC. Triarc will not undertake and specifically declines any obligation to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On December 23, 1997 Triarc completed the sale (the "C.H. Patrick Sale") of all of the outstanding capital stock of C.H. Patrick & Co., Inc. ("C.H. Patrick"), its dyes and specialty chemicals subsidiary, to The B.F. Goodrich Company for $72 million in cash, subject to certain post-closing adjustments. Triarc used approximately $32 million of the proceeds from the C.H. Patrick Sale to repay certain borrowings of C.H. Patrick. A copy of the Stock Purchase Agreement relating to the Sale of C.H. Patrick was previously filed by the Registrant in its Current Report on Form 8-K filed on December 10, 1997. A copy of the press release with respect to the closing of the transaction is being filed herewith. ITEM 7. PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (b) Pro Forma Financial Information UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma (i) condensed consolidated balance sheet of the Company as of September 28, 1997 and (ii) condensed consolidated statements of operations of the Company for the year ended December 31, 1996 and for the nine months ended September 28, 1997 have been prepared by adjusting such financial statements, as derived and condensed, as applicable, from (i) the consolidated financial statements in Triarc's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (the "Triarc Form 10-K"), audited by Deloitte & Touche LLP and (ii) the unaudited condensed consolidated financial statements in Triarc's Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 1997 (the "Triarc Form 10-Q"). Such adjustments to the condensed consolidated balance sheet as of September 28, 1997 reflect the C.H. Patrick Sale. Such adjustments to the condensed consolidated statements of operations for the year ended December 31, 1996 and the nine months ended September 28, 1997 reflect, in a first step, certain previously reported transactions (the "1997 Transactions") consisting of (a) the Company's sale of its 355 company-owned Arby's restaurants (the "Arby's Restaurants Sale") to an affiliate of RTM, Inc. ("RTM") on May 5, 1997, as previously reported in Triarc's Current Report on Form 8-K/A filed on August 4, 1997, (b) the Company's sale of its rights to the C&C Beverage line, including the C&C trademark (the "C&C Sale"), as previously reported in Triarc's Current Report on Form 8-K filed on August 4, 1997 and (c) the Company's acquisition of Snapple Beverage Corp. ("Snapple") on May 22, 1997 as previously reported in Triarc's Current Report on Form 8-K/A filed on August 5, 1997 and, in a second step, the C.H. Patrick Sale. The combined statements of certain revenues and operating expenses of Snapple for the year ended December 31, 1996 and for the period from January 1, 1997 to the May 22, 1997 acquisition date included in the unaudited pro forma condensed consolidated financial statements have been derived and condensed, as applicable, from (i) the combined financial statements for the year ended December 31, 1996 (the "Snapple 1996 Financial Statements") audited by Arthur Andersen LLP and (ii) the combination of (a) unaudited combined financial statements for the three months ended March 31, 1997 (collectively with the Snapple 1996 Financial Statements, the "Snapple Financial Statements") and (b) the Snapple unaudited combined statement of certain revenues and operating expenses for the period from April 1, 1997 to May 22, 1997 (the "Snapple May 22, 1997 Financial Statements"). The Snapple Financial Statements are included in Triarc's Current Report on Form 8-K/A filed on August 5, 1997. The Snapple May 22, 1997 Financial Statements were provided to the Company by The Quaker Oats Company. The allocation of the purchase price of Snapple on the pro forma condensed consolidated balance sheet and the effect thereof on pro forma adjustments to the pro forma condensed consolidated statements of operations are based on preliminary estimates and are subject to finalization. The pro forma condensed consolidated financial statements have been prepared as if the C.H. Patrick Sale had occurred as of September 28, 1997 for the pro forma condensed consolidated balance sheet and the C.H. Patrick Sale and the 1997 Transactions had occurred as of January 1, 1996 for the pro forma condensed consolidated statements of operations. Such pro forma adjustments are described in the accompanying notes to the pro forma condensed consolidated balance sheet and statements of operations which should be read in conjunction with such statements. The unaudited pro forma condensed consolidated financial statements also should be read in conjunction with (i) the Company's audited consolidated financial statements and management's discussion and analysis of financial condition and results of operations appearing in the Triarc Form 10-K, (ii) the Company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations appearing in the Triarc Form 10-Q and (iii) the Snapple Financial Statements. The unaudited pro forma condensed consolidated financial statements do not purport to be indicative of the actual financial position or results of operations of the Company had such transactions actually been consummated on September 28, 1997 and January 1, 1996, respectively, or of the future financial position or results of operations of the Company. As reported in Triarc's Current Report on Form 8-K filed on December 10, 1997 (the "Report"), on November 25, 1997 Triarc acquired Cable Car Beverage Corporation ("Cable Car"). The Report indicated that the financial statements and pro forma financial statements required by Items 7(a) and 7(b) of Form 8-K were not being provided with the Report since it was impracticable to do so and that such information will be filed as soon as practicable and in no event later than 60 days after the date the Report was required to be filed. As such, the acquisition of Cable Car has not been reflected in the accompanying pro forma financial statements.
TRIARC COMPANIES, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET SEPTEMBER 28, 1997 ADJUSTMENTS PRO FORMA FOR THE FOR THE AS C.H. PATRICK C.H. PATRICK REPORTED SALE SALE -------- ---- ---- (IN THOUSANDS) ASSETS Current assets: Cash and cash equivalents.......................................$ 69,149 $ 72,000 (a) $ 104,519 (3,842) (a) (32,788) (c) Short-term investments.......................................... 57,246 -- 57,246 Receivables, net................................................ 117,063 (8,012) (a) 109,051 Inventories..................................................... 93,570 (17,074) (a) 76,496 Deferred income tax benefit..................................... 43,571 (12,341) (b) 31,766 536 (c) Prepaid expenses and other current assets........................................................ 10,449 -- 10,449 ------------- ----------- ------------- Total current assets........................................ 391,048 (1,521) 389,527 Investment in Cable Car.............................................. -- -- -- Properties, net...................................................... 119,992 (7,513) (a) 112,479 Unamortized costs in excess of net assets of acquired companies........................................... 288,767 (2,990) (a) 285,777 Trademarks........................................................... 260,525 -- 260,525 Deferred costs, deposits and other assets............................ 76,027 (17) (a) 74,608 (1,402) (c) ------------- ----------- ------------- $ 1,136,359 $ (13,443) $ 1,122,916 ============= =========== ============= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Current portion of long-term debt...............................$ 16,696 $ (2,813) (c) $ 13,883 Accounts payable................................................ 71,264 (1,518) (a) 69,746 Accrued expenses and other current liabilities.................. 176,469 (130) (a) 177,473 (725) (c) 1,859 (b) ------------- ----------- ------------- Total current liabilities.................................... 264,429 (3,327) 261,102 Long-term debt....................................................... 737,273 (29,250) (c) 708,023 Deferred income taxes................................................ 78,063 -- 78,063 Deferred income and other liabilities................................ 49,441 -- 49,441 Minority interests................................................... 22,293 -- 22,293 Stockholders' equity (deficit): Common stock.................................................... 3,398 -- 3,398 Additional paid-in capital...................................... 165,146 -- 165,146 Accumulated deficit............................................. (136,184) 34,200 (a) (117,050) (14,200) (b) (866) (c) Treasury stock.................................................. (44,570) -- (44,570) Other........................................................... (2,930) -- (2,930) ------------- ----------- ------------- Total stockholders' equity (deficit).......................................... (15,140) 19,134 3,994 ------------- ----------- ------------- $ 1,136,359 $ (13,443) $ 1,122,916 ============= =========== =============
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET C.H. PATRICK SALE ADJUSTMENTS (a) To reflect the C.H. Patrick Sale for estimated net proceeds of $68,158,000 ($72,000,000 sale price less the payment of estimated expenses related to the transaction) and the resulting pretax gain, based on September 28, 1997 balances, of $34,200,000. (b) To reflect a provision for income taxes of $14,200,000 at C.H. Patrick's incremental Federal and state income tax rate of 38.25% on the $34,200,000 pretax gain resulting from the C.H. Patrick Sale noted in (a) above (of which $2,990,000 represents the write-off of Goodwill which has no tax benefit). The offset to such provision for Federal income taxes of $12,341,000 is reflected as a reduction to "Deferred income tax benefit" since the Company is in a net operating loss carryforward position and will not be required to pay any income taxes currently on such pretax gain while the state income tax portion of $1,859,000 is an addition to "Accrued expenses and other current liabilities". (c) To reflect (i) the repayment of certain borrowings of C.H. Patrick ($32,063,000 as of September 28, 1997 consisting of $2,813,000 classified as current and $29,250,000 classified as noncurrent) and accrued interest thereon of $725,000 and (ii) an extraordinary charge of $866,000 for the write-off of unamortized deferred financing costs of $1,402,000 less income tax benefit of $536,000.
TRIARC COMPANIES, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1996 PRO FORMA ADJUSTMENTS FOR THE 1997 ADJUSTMENTS PRO FORMA FOR THE TRANSACTIONS AS FOR THE 1997 FOR THE 1997 C.H. PATRICK AND THE REPORTED SNAPPLE TRANSACTIONS TRANSACTIONS SALE C.H.PATRICK SALE -------- ------ ------------ ------------ ---- ---------------- (IN THOUSANDS EXCEPT PER SHARE DATA) Revenues: Net sales ..........................$ 931,920 $ 550,800 $(228,031) (a) $ 1,243,526 $ (50,519) (q) $ 1,193,007 444 (g) (11,607) (h) Royalties, franchise fees and other revenues................ 57,329 -- 9,121 (b) 66,510 -- 66,510 60 (g) ---------- ---------- --------- ------------- ---------- ----------- 989,249 550,800 (230,013) 1,310,036 (50,519) 1,259,517 ---------- ---------- --------- ------------- ---------- ----------- Costs and expenses: Cost of sales..................... 652,109 352,900 (187,535) (a) 807,354 (41,484) (q) 765,870 178 (g) (10,298) (h) Advertising, selling and distribution................... 139,662 188,400 (24,764) (a) 294,770 (865) (q) 293,905 (1,702) (h) (6,826) (l) General and administrative........ 131,357 93,900 (9,913) (a) 169,588 (2,553) (q) 167,035 (434) (h) (45,322) (m) Reduction in carrying value of long-lived assets impaired or to be disposed of........... 64,300 -- (58,900) (a) 5,400 -- 5,400 Facilities relocation and corporate restructuring........ 8,800 16,600 (2,400) (a) 23,000 -- 23,000 ---------- ---------- --------- ------------- ---------- ----------- 996,228 651,800 (347,916) 1,300,112 (44,902) 1,255,210 ---------- ---------- --------- ------------- ---------- ----------- Operating profit (loss)...... (6,979) (101,000) 117,903 9,924 (5,617) 4,307 Interest expense....................... (73,379) -- 8,421 (c) (93,505) 2,587 (q) (90,918) (273) (g) (28,274) (o) Gain on sale of businesses, net........ 77,000 -- -- 77,000 -- 77,000 Investment income, net................. 8,239 -- -- 8,239 -- 8,239 Other income (expense), net............ (243) -- 16 (h) 456 (31) (q) 425 683 (j) --------- ---------- --------- ------------- ---------- ---------- Income (loss) before income taxes and minority interests................. 4,638 (101,000) 98,476 2,114 (3,061) (947) Provision for income taxes............. (11,294) -- (28,406) (f) (11,321) 1,253 (q) (10,068) (578) (k) 28,957 (p) Minority interests in income of consolidated subsidiary........... (1,829) -- -- (1,829) -- (1,829) ---------- ---------- --------- ------------- ---------- ----------- Loss before extraordinary items...$ (8,485) $ (101,000) $ 98,449 $ (11,036) $ (1,808) $ (12,844) ========== ========== ========= ============= ========== =========== Loss before extraordinary items per share................$ (.28) $ (.37) $ (.43) ========== ============= ===========
TRIARC COMPANIES, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 28, 1997 PRO FORMA ADJUSTMENTS FOR THE 1997 PREACQUISITION ADJUSTMENTS PRO FORMA FOR THE TRANSACTIONS AS PERIOD OF FOR THE 1997 FOR THE 1997 C.H. PATRICK AND THE REPORTED SNAPPLE TRANSACTIONS TRANSACTIONS SALE C.H.PATRICK SALE -------- ------- ------------ ------------ ---- --------------- (IN THOUSANDS EXCEPT PER SHARE DATA) Revenues: Net sales ...........................$ 658,942 $ 172,400 $ (74,195) (a) $ 750,271 $ (61,064) (q) $ 689,207 243 (g) (7,119) (h) Royalties, franchise fees and other revenues................. 47,582 -- 2,968 (b) 50,583 -- 50,583 33 (g) ----------- ----------- ---------- ---------- ---------- ---------- 706,524 172,400 (78,070) 800,854 (61,064) 739,790 ----------- ----------- ---------- ---------- ---------- ---------- Costs and expenses: Cost of sales...................... 402,813 100,600 (59,127) (a) 437,970 (45,304) (q) 392,666 96 (g) (6,412) (h) Advertising, selling and distribution.................... 141,058 58,700 (8,145) (a) 188,205 (1,574) (q) 186,631 (401) (h) (3,007) (l) General and administrative......... 108,723 28,200 (3,319) (a) 123,356 (3,421) (q) 119,935 (293) (h) (9,955) (m) Facilities relocation and corporate restructuring......... 7,350 -- (5,597) (a) 1,753 -- 1,753 Acquisition related................ 32,440 -- -- 32,440 -- 32,440 Reduction in carrying value of long-lived assets impaired or to be disposed of............ -- 1,414,600 (1,414,600) (n) -- -- -- ----------- ----------- ---------- ---------- ---------- --------- 692,384 1,602,100 (1,510,760) 783,724 (50,299) 733,425 ----------- ----------- ---------- ---------- ---------- ---------- Operating profit (loss)....... 14,140 (1,429,700) 1,432,690 17,130 (10,765) 6,365 Interest expense........................ (54,807) -- 2,756 (c) (63,172) 2,534 (q) (60,638) (152) (g) (10,969) (o) Gain on sale of businesses, net......... 261 -- 2,342 (d) 2,100 -- 2,100 (503) (i) Investment income, net.................. 10,927 -- -- 10,927 -- 10,927 Other income, net....................... 3,603 -- (544) (e) 3,509 (274) (q) 3,235 381 (j) 69 (h) ----------- ---------- --------- ---------- ---------- --------- Loss before income taxes and minority interests..... (25,876) (1,429,700) 1,426,070 (29,506) (8,505) (38,011) Benefit from income taxes............... 5,693 -- (3,701) (f) 6,685 3,325 (q) 10,010 14 (k) 4,679 (p) Minority interests in income of consolidated subsidiary............ (1,223) -- -- (1,223) -- (1,223) ----------- ----------- ---------- ---------- ---------- ---------- Loss before extraordinary items.............$ (21,406) $(1,429,700) $1,427,062 $ (24,044) $ (5,180) $ (29,224) =========== =========== ========== ========== ========== ========== Loss before extraordinary items per share.................$ (.71) $ (.80) $ (.98) =========== ========== ==========
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ARBY'S RESTAURANTS SALE PRO FORMA ADJUSTMENTS (a) To reflect the elimination of the sales, cost of sales, advertising, selling and distribution expenses and allocated general and administrative expenses, the reduction in carrying value of long-lived assets impaired or to be disposed of (for the year ended December 31, 1996) related to the sold Arby's restaurants and the portion of the facilities relocation and corporate restructuring charge associated with restructuring the restaurant segment in connection with the Arby's Restaurants Sale. The allocated general and administrative expenses reflect the portion of the Company's total general and administrative expenses allocable to the operating results associated with the restaurants sold as determined by management of the Company. Such allocated amounts consist of (i) salaries, bonuses, travel and entertainment expenses, supplies, training and other expenses related to area managers who had responsibility for the day-to-day operation of the sold restaurants and (ii) the portion of general corporate overhead (e.g. accounting, human resources, marketing, etc.) estimated to be avoided as a result of the Company no longer operating restaurants. Since the Company no longer owns any Arby's restaurants but continues to operate as the Arby's franchisor, it undertook a reorganization of its restaurant segment eliminating 65 positions in its corporate and field administrative offices and significantly reducing leased office space. The effect of the elimination of income and expenses of the sold restaurants is significantly greater in the year ended December 31, 1996 as compared with the nine months ended September 28, 1997 principally due to two 1996 eliminations which did not recur in the 1997 period for (i) the $58,900,000 reduction in carrying value of long-lived assets associated with the restaurants sold and (ii) depreciation and amortization on the long-lived restaurant assets sold, which had been written down to their estimated fair values as of December 31, 1996 and were no longer depreciated or amortized while they were held for sale. (b) To reflect royalties through May 5, 1997 on the sales of the restaurants sold pursuant to the Arby's Restaurants Sale at the rate of 4%. (c) To reflect a reduction to interest expense relating to the debt assumed by RTM. (d) To reflect the elimination of the $2,342,000 loss on sale of restaurants recorded in the nine months ended September 28, 1997. (e) To reflect the elimination of a $544,000 gain (only the portion related to the restaurant headquarters) on termination of a portion of the Fort Lauderdale, Florida headquarters lease for space no longer required by the restaurant segment as a result of the Arby's Restaurants Sale recorded in the nine months ended September 28, 1997. (f) To reflect the income tax effects of the Arby's Restaurants Sale at the Arby's, Inc. incremental Federal and state income tax rate of 38.9%. C&C SALE PRO FORMA ADJUSTMENTS (g) To reflect through the date of the C&C Sale (i) realization of deferred revenues based on the portion of the minimum take-or-pay commitment for sales of concentrate for C&C products to the buyer of the C&C business to be fulfilled and fees related to the technical services to be performed, both under the contract with the buyer, (ii) imputation of interest expense on the deferred revenues and (iii) recognition of the estimated cost of the concentrate to be sold. (h) To reflect the elimination of sales, cost of sales, advertising, selling and distribution expenses, general and administrative expenses and other expense related to the C&C beverage line. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED) (i) To reflect the elimination of the $503,000 gain on the C&C Sale recorded in the nine months ended September 28, 1997. (j) To reflect accretion of the discount on the portion of the note received in the C&C Sale. (k) To reflect the income tax effects of the C&C Sale at Royal Crown Company, Inc.'s incremental Federal and state income tax rate of 36.6%. SNAPPLE ACQUISITION PRO FORMA ADJUSTMENTS (l) Represents adjustments to "Advertising, selling and distribution" expenses as follows (in thousands):
YEAR ENDED NINE MONTHS ENDED DECEMBER 31, 1996 SEPTEMBER 28, 1997 ----------------- ------------------ To record (reverse) net purchases (depreciation) of refrigerated display cases expensed when purchased and placed in service................................$ 3,174 $ (879) To reverse reported take-or-pay expense for obligations associated with long-term production contracts as a result of adjustment to fair value........................ (10,000) (2,128) ------------ ------------- $ (6,826) $ (3,007) ============ ============= (m) Represents adjustments to "General and administrative" expenses as follows (in thousands): YEAR ENDED NINE MONTHS ENDED DECEMBER 31, 1996 SEPTEMBER 28, 1997 ----------------- ------------------ To record amortization of trademarks and tradenames of $210,000 over an estimated life of 35 years.................$ 6,000 $ 2,334 To record amortization of Goodwill of $88,942 over an estimated life of 35 years..................................... 2,541 989 To reverse reported amortization of intangibles for which no amortization was recorded subsequent to March 31, 1997 when they were written down to their estimated fair values.......................................... (54,200) (13,400) To record amortization relating to the excess of fair value of an equity investment over the underlying book value over an estimated life of 35 years............................. 337 122 ------------ ------------- $ (45,322) $ (9,955) ============ =============
(n) To reverse the historical reduction in carrying value of long-lived assets impaired or to be disposed of for the nine months ended September 28, 1997 in connection with the sale of Snapple to Triarc. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED) (o) Represents adjustments to "Interest expense" as follows (in thousands): YEAR ENDED NINE MONTHS ENDED DECEMBER 31, 1996 SEPTEMBER 28, 1997 ----------------- ------------------ To record interest expense at a weighted average rate of 10.2% on the $330,000 of borrowings under a $380,000 credit agreement (the "Credit Agreement") made in connection with the acquisition of Snapple........................................$ (33,424) $ (12,811) To record amortization on $11,200 of deferred financing costs associated with the Credit Agreement........................ (1,889) (713) To reverse reported interest expense on the refinanced bank facility..................................................... 6,086 2,231 To reverse reported amortization of deferred financing costs associated with the refinanced bank facility................ 953 324 ---------- ----------- $ (28,274) $ (10,969) =========== ============
(p) Represents adjustments to "Benefit from (provision for) income taxes" (in thousands): YEAR ENDED NINE MONTHS ENDED DECEMBER 31, 1996 SEPTEMBER 28, 1997 ----------------- ------------------ To reflect an income tax benefit on the adjusted historical pretax loss at Snapple's incremental Federal and state income tax rate of 39% (exclusive of nondeductible Goodwill write-off and/or amortization) since no income tax benefit is reflected in the reported historical results of operations........................................................$ 26,286 $ 65,208 To reflect the estimated income tax effect of the above adjustments (exclusive of nondeductible Goodwill write-off and/or amortization) at 39%.................... 2,671 (60,529) ---------- ----------- $ 28,957 $ 4,679 ========== ===========
C.H. PATRICK SALE PRO FORMA ADJUSTMENTS (q) To reflect the elimination of the sales, cost of sales, advertising, selling and distribution expenses, general and administrative expenses, interest expense, other income and provision for income taxes related to the operations sold in the C.H. Patrick Sale. (c) Exhibits 99.1 Press Release dated December 23, 1997 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. TRIARC COMPANIES, INC. (Registrant) Date: January 7, 1998 By: /s/ JOHN L. BARNES, JR. ----------------------- John L. Barnes, Jr. Senior Vice President and Chief Financial Officer EXHIBIT Exhibit No. Description Page No. 99.1 Press release dated December 23, 1997 EX-99.1 2 PRESS RELEASE PRESS RELEASE CONTACT: MARTIN M. SHEA FOR IMMEDIATE RELEASE TRIARC COMPANIES, INC. 212/451-3030 TRIARC COMPLETES SALE OF C.H. PATRICK NEW YORK, New York -- December 23, 1997 -- Triarc Companies, Inc. (NYSE:TRY) announced today that it has completed the sale of its dyes and specialty chemicals subsidiary, C.H. Patrick & Co., Inc. to B.F. Goodrich Company for $72 million in cash subject to certain post-closing adjustments. With this transaction, Triarc has completed the sale of all of its wholly-owned, non-consumer businesses. Triarc Companies, Inc., predominantly a holding company, anticipates annualized sales of approximately $1 billion, with a focus in beverages (Snapple, Mistic, Royal Crown and Stewart's) and restaurants (Arby's). In addition, Triarc has an equity interest in liquefied petroleum gas (National Propane). ### -----END PRIVACY-ENHANCED MESSAGE-----