-----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, TX4g10VjY0CHI/WPifHAJ+h+YuFgIPyG2xL/BJqsChtOKQrDkCR9jEWzVq4RrASL Tquh1zxZZREyAE6n6xTPsA== 0000030697-99-000001.txt : 19990204 0000030697-99-000001.hdr.sgml : 19990204 ACCESSION NUMBER: 0000030697-99-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990201 ITEM INFORMATION: FILED AS OF DATE: 19990203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIARC COMPANIES INC CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-02207 FILM NUMBER: 99520452 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 1 FORM 8-K FOR TRIARC COMPANIES, INC. - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K 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 1, 1999 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) - ------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS. On January 15, 1999 Triarc Companies, Inc. ("Triarc") formed Triarc Consumer Products Group, LLC ("TCPG"), a wholly-owned subsidiary that will acquire Triarc's premium beverage (Snapple(R), Mistic(R), and Stewart's(R)), soft drink concentrate (Royal Crown(R)) and restaurant franchising (Arby's(R), T.J. Cinnamon's(R), Pasta Connection(TM)) businesses (collectively, the "Consumer Products Businesses" and, together with TCPG, "TCPG and Related Companies"). TCPG and Related Companies plan to issue combined financial statements for their fiscal years 1995, 1996 and 1997 and the nine months ended September 27, 1998. Business Segments Triarc reported its segment disclosures in its Annual Report on Form 10-K for the fiscal year ended December 28, 1997 ("Triarc's Form 10-K") in accordance with Statement of Financial Accounting Standards ("SFAS") No. 14 ("SFAS 14") "Financial Reporting for Segments of a Business Enterprise" which utilized an industry approach to segment disclosures. In accordance with that approach the Consumer Products Businesses were reported as two segments in Triarc's Form 10-K: beverages and restaurants. SFAS 14 is being superseded by SFAS No. 131 ("SFAS 131") "Disclosures about Segments of an Enterprise and Related Information" effective for fiscal years ending after December 15, 1998 although earlier adoption is permitted. Accordingly, Triarc will report its segment disclosure in its annual report on Form 10-K for the fiscal year ended January 3, 1999 in accordance with SFAS 131. SFAS 131 utilizes a management approach to define operating segments along the lines used by management internally for evaluating segment performance and deciding resource allocation to segments. In accordance therewith, Triarc will now report its former beverage segment as two segments: premium beverages and soft drink concentrates. Further, SFAS 131 requires the reporting of financial information on the basis that is used internally for evaluating segment performance and deciding how to allocate resources to segments. In accordance therewith, Triarc will now report earnings before interest, taxes, depreciation and amortization ("EBITDA") by segment with a reconciliation to operating profit or loss by segment. TCPG plans to early adopt SFAS 131 effective with the issuance of its combined financial statements for fiscal years 1995, 1996 and 1997 and the nine months ended September 27, 1998. Aggregate operating profit of the premium beverage and soft drink concentrate segments to be reported by TCPG and Related Companies in their combined financial statements for the fiscal years 1995, 1996 and 1997 is greater than the operating profit of the beverage segment as reported in Triarc's Form 10-K for the corresponding years by $800,000, $900,000 and $2,000,000, respectively, due to certain charges recorded at Triarc (parent company) that will not be included in the combined results of operations of TCPG and Related Companies. In addition, the operating loss of the restaurant segment which will be reported by TCPG for 1996 is $5,400,000 less than as reported by Triarc due to the write-off of a Triarc (parent company) restaurant investment that will not be included in the combined results of operations of TCPG and Related Companies. General corporate, reduction in carrying value of long-lived assets impaired or to be disposed, interest expense, gain (loss) on sale of businesses, net and other income (expense), net will differ between TCPG and Triarc principally due to Triarc's segment information including those items as they related to Triarc Parent as well as the results of Triarc's propane and textile segments. The following is a summary of the segment information of TCPG and Related Companies which will be included in the combined financial statements of TCPG and Related Companies for the fiscal years 1995, 1996 and 1997 and the nine months ended September 27, 1998 (in thousands):
SEPTEMBER 27, 1995 1996 1997 1998 ---- ---- ---- ---- Revenues: Premium beverages.........................$ 41,943 $ 131,083 $ 408,841 $ 495,817 Soft drink concentrates................... 172,644 178,059 146,882 99,166 Restaurants............................... 272,739 288,293 140,429 56,992 ------------ ------------ ----------- ----------- Combined revenues....................$ 487,326 $ 597,435 $ 696,152 $ 651,975 ============ ============ =========== =========== EBITDA: Premium beverages.........................$ 6,387 $ 13,381 $ 7,561 $ 57,470 Soft drink concentrates................... 8,700 18,418 18,504 13,232 Restaurants............................... 24,569 31,819 31,200 29,356 General corporate......................... (171) (189) (149) (100) ------------ ------------ ----------- ----------- Combined EBITDA...................... 39,485 63,429 57,116 99,958 ------------ ------------ ----------- ----------- Less depreciation and amortization: Premium beverages ........................ 2,777 7,233 16,236 16,385 Soft drink concentrates................... 6,848 6,471 6,340 6,832 Restaurants............................... 16,359 16,260 2,668 1,757 General corporate......................... -- -- -- -- ------------ ------------ ----------- ---------- Combined depreciation and amortization..................... 25,984 29,964 25,244 $ 24,974 ------------ ------------ ----------- ----------- Less reduction in carrying value of long-lived assets impaired or to be disposed: Restaurants............................... 14,647 58,900 -- -- ------------ ------------ ----------- ---------- Operating profit (loss): Premium beverages ........................ 3,610 6,148 (8,675) 41,085 Soft drink concentrates................... 1,852 11,947 12,164 6,400 Restaurants............................... (6,437) (43,341) 28,532 27,599 General corporate......................... (171) (189) (149) (100) ------------ ------------ ----------- ----------- Combined operating profit (loss)..... (1,146) (25,435) 31,872 74,984 Interest expense............................... (42,386) (50,031) (58,019) (44,658) Gain (loss) on sale of businesses, net......... (1,000) -- (3,513) 4,934 Other income (expense), net.................... (1,074) 470 5,532 3,703 ------------ ------------ ----------- ----------- Combined income (loss) before income taxes and extraordinary charges...........................$ (45,606) $ (74,996) $ (24,128) $ 38,963 ============ ============ =========== =========== Identifiable assets: Premium beverages ........................$ 111,276 $ 110,950 $ 586,731 $ 597,813 Soft drink concentrates................... 205,966 203,847 194,603 183,916 Restaurants............................... 187,631 154,410 53,759 54,039 General corporate ........................ 10,502 11,385 18,868 27,923 ------------ ------------ ----------- ----------- Total identifiable assets............$ 515,375 $ 480,592 $ 853,961 $ 863,691 ============ ============ =========== ===========
Recent Developments Triarc and the Consumer Products Businesses are in the process of closing their accounting records for the consolidated financial statements of Triarc and its subsidiaries ("Triarc's Financial Statements") and the combined financial statements of TCPG and Related Companies ("TCPG's Financial Statements") for the fiscal 1998 year-end and fourth quarter. While the results of operations of the Consumer Products Businesses are not the same as those of Triarc, they represent all of Triarc's 1998 revenues and are a significant component of Triarc's 1998 results of operations. Such estimates of preliminary 1998 fourth quarter results are subject to any adjustments that may result from completion of the 1998 fiscal year-end closing of the accounting records and the preparation of Triarc's and TCPG's Financial Statements and the audits thereon. Accordingly, the estimates for the 1998 fiscal fourth quarter of TCPG and Related Companies set forth below are subject to material adjustment. Undue reliance should not be placed on these estimates. Based on preliminary unaudited operating results for the Consumer Products Businesses, the initial unaudited estimate of revenues for the Consumer Products Businesses for the fiscal quarter ended January 3, 1999 (comprised of 14 weeks) is $163.0 million and the initial unaudited estimate of EBITDA for the Consumer Products Businesses for such quarter falls within a range of $33.0 million to $38.0 million. Revenues for the Consumer Products Businesses for the fourth fiscal quarter of 1997 (comprised of 13 weeks) were $158.2 million and EBITDA was $25.5 million. 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: February 3, 1999 By: /s/ JOHN L. BARNES, JR. ------------------------- John L. Barnes, Jr. Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----