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(15) Guarantor/Non-Guarantor | 3 Months Ended
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Apr. 01, 2012
Guarantor Non-Guarantor [Abstract] |
Guarantor Non-Guarantor | Guarantor/Non-Guarantor (Wendy’s Restaurants) Wendy’s Restaurants is the issuer of, and certain of its domestic subsidiaries have guaranteed amounts outstanding under, the Senior Notes. Each of the guaranteeing subsidiaries is a direct or indirect 100% owned subsidiary of Wendy’s Restaurants and each has fully and unconditionally guaranteed the Senior Notes on a joint and several basis. As a result of the closing of the sale of Arby’s on July 4, 2011 as described in Note 2, Arby’s and its subsidiaries are no longer guaranteeing subsidiaries of the amounts outstanding under the Senior Notes. Accordingly, the Condensed Consolidating Statements of Operations, Comprehensive Income and Cash Flows for the three months ended April 3, 2011 presented below have been retroactively revised to reflect Arby’s and its subsidiaries as non-guarantors. In addition, Arby’s has been reflected as discontinued operations in the Condensed Consolidating Statement of Operations for the three months ended April 3, 2011. Arby’s cash flows for the three months ended April 3, 2011 have been included in, and not separately reported from, our consolidated cash flows. The following are included in the presentation of our: (1) Condensed Consolidating Balance Sheets as of April 1, 2012 and January 1, 2012, (2) Condensed Consolidating Statements of Operations for the three months ended April 1, 2012 and April 3, 2011, (3) Condensed Consolidating Statements of Comprehensive Income for the three months ended April 1, 2012 and April 3, 2011 and (4) Condensed Consolidating Statements of Cash Flows for the three months ended April 1, 2012 and April 3, 2011 to reflect: (a)Wendy’s Restaurants (the “Parent”); (b)the Senior Notes guarantor subsidiaries as a group; (c)the Senior Notes non-guarantor subsidiaries as a group; (d)elimination entries necessary to combine the Parent with the guarantor and non-guarantor subsidiaries; and (e)Wendy’s Restaurants on a consolidated basis. Substantially all of our domestic restricted subsidiaries are guarantors of the Senior Notes. Certain of our subsidiaries, including our foreign subsidiaries and national advertising funds, do not guarantee the Senior Notes. For purposes of presentation of such consolidating information, investments in subsidiaries are accounted for by the Parent on the equity method. The elimination entries are principally necessary to eliminate intercompany balances and transactions. CONDENSED CONSOLIDATING BALANCE SHEET April 1, 2012
|  |  | Guarantor |  | Non-guarantor |  |  |  |
| Parent |  | Subsidiaries |  | Subsidiaries |  | Eliminations |  | Total
ASSETS |  |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 110,150 |  |  | $ | 134,399 |  |  | $ | 37,164 |  |  | $ | — |  |  | $ | 281,713 |
Accounts and notes receivable | 1,430 |  |  | 60,075 |  |  | 6,469 |  |  | — |  |  | 67,974 |
Inventories | — |  |  | 10,958 |  |  | 1,046 |  |  | — |  |  | 12,004 |
Prepaid expenses and other current assets | 4,688 |  |  | 28,602 |  |  | 1,580 |  |  | — |  |  | 34,870 |
Deferred income tax benefit | 57,437 |  |  | 34,226 |  |  | 1,004 |  |  | — |  |  | 92,667 |
Due from affiliate | 322,597 |  |  | — |  |  | — |  |  | (322,597 | ) |  | — |
Advertising funds restricted assets | — |  |  | — |  |  | 77,289 |  |  | — |  |  | 77,289 |
Total current assets | 496,302 |  |  | 268,260 |  |  | 124,552 |  |  | (322,597 | ) |  | 566,517 |
Properties | 11,012 |  |  | 1,124,305 |  |  | 59,789 |  |  | — |  |  | 1,195,106 |
Goodwill | — |  |  | 828,914 |  |  | 149,115 |  |  | (100,720 | ) |  | 877,309 |
Other intangible assets | 16,620 |  |  | 1,258,578 |  |  | 24,282 |  |  | — |  |  | 1,299,480 |
Investments | 19,000 |  |  | — |  |  | 95,759 |  |  | — |  |  | 114,759 |
Deferred costs and other assets | 25,052 |  |  | 40,668 |  |  | 391 |  |  | — |  |  | 66,111 |
Net investment in subsidiaries | 2,274,293 |  |  | 354,763 |  |  | — |  |  | (2,629,056 | ) |  | — |
Deferred income tax benefit | 31,368 |  |  | — |  |  | — |  |  | (31,368 | ) |  | — |
Total assets | $ | 2,873,647 |  |  | $ | 3,875,488 |  |  | $ | 453,888 |  |  | $ | (3,083,741 | ) |  | $ | 4,119,282 |
LIABILITIES AND INVESTED EQUITY |  |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |  |
Current portion of long-term debt | $ | 4,785 |  |  | $ | 919 |  |  | $ | 265 |  |  | $ | — |  |  | $ | 5,969 |
Accounts payable | 3,723 |  |  | 44,377 |  |  | 5,414 |  |  | — |  |  | 53,514 |
Accrued expenses and other current liabilities | 40,553 |  |  | 139,557 |  |  | 5,659 |  |  | — |  |  | 185,769 |
Due to affiliates | — |  |  | 332,045 |  |  | 4,354 |  |  | (322,597 | ) |  | 13,802 |
Advertising funds restricted liabilities | — |  |  | — |  |  | 77,289 |  |  | — |  |  | 77,289 |
Total current liabilities | 49,061 |  |  | 516,898 |  |  | 92,981 |  |  | (322,597 | ) |  | 336,343 |
Long-term debt | 1,015,550 |  |  | 320,290 |  |  | 3,536 |  |  | — |  |  | 1,339,376 |
Deferred income | — |  |  | 5,662 |  |  | 345 |  |  | — |  |  | 6,007 |
Deferred income taxes | — |  |  | 551,579 |  |  | 15,762 |  |  | (31,368 | ) |  | 535,973 |
Other liabilities | 3,001 |  |  | 84,217 |  |  | 8,330 |  |  | — |  |  | 95,548 |
Invested equity: |  |  |  |  |  |  |  |  |
Member interest | — |  |  | — |  |  | — |  |  | — |  |  | — |
Other capital | 2,442,486 |  |  | 2,169,333 |  |  | 332,805 |  |  | (2,502,138 | ) |  | 2,442,486 |
(Accumulated deficit) retained earnings | (487,294 | ) |  | 376,666 |  |  | (5,714 | ) |  | (370,952 | ) |  | (487,294 | )
Advances to The Wendy’s Company | (155,000 | ) |  | (155,000 | ) |  | — |  |  | 155,000 |  |  | (155,000 | )
Accumulated other comprehensive income | 5,843 |  |  | 5,843 |  |  | 5,843 |  |  | (11,686 | ) |  | 5,843 |
Total invested equity | 1,806,035 |  |  | 2,396,842 |  |  | 332,934 |  |  | (2,729,776 | ) |  | 1,806,035 |
Total liabilities and invested equity | $ | 2,873,647 |  |  | $ | 3,875,488 |  |  | $ | 453,888 |  |  | $ | (3,083,741 | ) |  | $ | 4,119,282 |
CONDENSED CONSOLIDATING BALANCE SHEET January 1, 2012
|  |  | Guarantor |  | Non-guarantor |  |  |  |
| Parent |  | Subsidiaries |  | Subsidiaries |  | Eliminations |  | Total
ASSETS |  |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 174,638 |  |  | $ | 128,818 |  |  | $ | 43,192 |  |  | $ | — |  |  | $ | 346,648 |
Accounts and notes receivable | 2,682 |  |  | 59,137 |  |  | 5,634 |  |  | — |  |  | 67,453 |
Inventories | — |  |  | 11,766 |  |  | 1,137 |  |  | — |  |  | 12,903 |
Prepaid expenses and other current assets | 5,446 |  |  | 11,732 |  |  | 1,230 |  |  | — |  |  | 18,408 |
Deferred income tax benefit | 59,737 |  |  | 34,226 |  |  | 1,000 |  |  | — |  |  | 94,963 |
Advertising funds restricted assets | — |  |  | — |  |  | 69,672 |  |  | — |  |  | 69,672 |
Total current assets | 242,503 |  |  | 245,679 |  |  | 121,865 |  |  | — |  |  | 610,047 |
Properties | 12,431 |  |  | 1,120,383 |  |  | 59,382 |  |  | — |  |  | 1,192,196 |
Goodwill | — |  |  | 828,411 |  |  | 145,133 |  |  | (97,836 | ) |  | 875,708 |
Other intangible assets | 18,011 |  |  | 1,262,070 |  |  | 24,207 |  |  | — |  |  | 1,304,288 |
Investments | 19,000 |  |  | — |  |  | 95,651 |  |  | — |  |  | 114,651 |
Deferred costs and other assets | 26,446 |  |  | 40,131 |  |  | 250 |  |  | — |  |  | 66,827 |
Net investment in subsidiaries | 2,253,006 |  |  | 348,931 |  |  | — |  |  | (2,601,937 | ) |  | — |
Deferred income tax benefit | 29,269 |  |  | — |  |  | — |  |  | (29,269 | ) |  | — |
Due from affiliate | 295,080 |  |  | — |  |  | — |  |  | (295,080 | ) |  | — |
Total assets | $ | 2,895,746 |  |  | $ | 3,845,605 |  |  | $ | 446,488 |  |  | $ | (3,024,122 | ) |  | $ | 4,163,717 |
LIABILITIES AND INVESTED EQUITY |  |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |  |
Current portion of long-term debt | $ | 3,952 |  |  | $ | 923 |  |  | $ | 262 |  |  | $ | — |  |  | $ | 5,137 |
Accounts payable | 9,215 |  |  | 64,251 |  |  | 7,520 |  |  | — |  |  | 80,986 |
Accrued expenses and other current liabilities | 62,209 |  |  | 137,105 |  |  | 12,836 |  |  | — |  |  | 212,150 |
Advertising funds restricted liabilities | — |  |  | — |  |  | 69,672 |  |  | — |  |  | 69,672 |
Total current liabilities | 75,376 |  |  | 202,279 |  |  | 90,290 |  |  | — |  |  | 367,945 |
Long-term debt | 1,017,401 |  |  | 319,643 |  |  | 3,515 |  |  | — |  |  | 1,340,559 |
Due to affiliates | — |  |  | 308,654 |  |  | 1,794 |  |  | (295,080 | ) |  | 15,368 |
Deferred income | — |  |  | 6,132 |  |  | 391 |  |  | — |  |  | 6,523 |
Deferred income taxes | — |  |  | 551,579 |  |  | 15,379 |  |  | (29,269 | ) |  | 537,689 |
Other liabilities | 3,305 |  |  | 84,647 |  |  | 8,017 |  |  | — |  |  | 95,969 |
Invested equity: |  |  |  |  |  |  |  |  |
Member interest | — |  |  | — |  |  | — |  |  | — |  |  | — |
Other capital | 2,440,130 |  |  | 2,168,046 |  |  | 332,707 |  |  | (2,500,753 | ) |  | 2,440,130 |
(Accumulated deficit) retained earnings | (486,567 | ) |  | 358,524 |  |  | (6,706 | ) |  | (351,818 | ) |  | (486,567 | )
Advances to The Wendy’s Company | (155,000 | ) |  | (155,000 | ) |  | — |  |  | 155,000 |  |  | (155,000 | )
Accumulated other comprehensive income | 1,101 |  |  | 1,101 |  |  | 1,101 |  |  | (2,202 | ) |  | 1,101 |
Total invested equity | 1,799,664 |  |  | 2,372,671 |  |  | 327,102 |  |  | (2,699,773 | ) |  | 1,799,664 |
Total liabilities and invested equity | $ | 2,895,746 |  |  | $ | 3,845,605 |  |  | $ | 446,488 |  |  | $ | (3,024,122 | ) |  | $ | 4,163,717 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended April 1, 2012
|  |  | Guarantor |  | Non-guarantor |  |  |  |
| Parent |  | Subsidiaries |  | Subsidiaries |  | Eliminations |  | Total
Revenues: |  |  |  |  |  |  |  |  |
Sales | $ | — |  |  | $ | 466,685 |  |  | $ | 53,244 |  |  | $ | — |  |  | $ | 519,929 |
Franchise revenues | — |  |  | 68,923 |  |  | 4,335 |  |  | — |  |  | 73,258 |
| — |  |  | 535,608 |  |  | 57,579 |  |  | — |  |  | 593,187 |
Costs and expenses: |  |  |  |  |  |  |  |  |
Cost of sales | — |  |  | 406,024 |  |  | 49,443 |  |  | — |  |  | 455,467 |
General and administrative | — |  |  | 66,024 |  |  | 4,056 |  |  | — |  |  | 70,080 |
Depreciation and amortization | 2,981 |  |  | 26,765 |  |  | 2,562 |  |  | — |  |  | 32,308 |
Impairment of long-lived assets | — |  |  | 2,630 |  |  | 253 |  |  | — |  |  | 2,883 |
Facilities relocation and other transition costs | 5,444 |  |  | 87 |  |  | — |  |  | — |  |  | 5,531 |
Transaction related costs | 615 |  |  | (3 | ) |  | — |  |  | — |  |  | 612 |
Other operating expense (income), net | 442 |  |  | 2,543 |  |  | (1,414 | ) |  | — |  |  | 1,571 |
| 9,482 |  |  | 504,070 |  |  | 54,900 |  |  | — |  |  | 568,452 |
Operating (loss) profit | (9,482 | ) |  | 31,538 |  |  | 2,679 |  |  | — |  |  | 24,735 |
Interest expense | (22,158 | ) |  | (5,749 | ) |  | (166 | ) |  | — |  |  | (28,073 | )
Other income (expense), net | 5,283 |  |  | (1,448 | ) |  | (2,260 | ) |  | — |  |  | 1,575 |
Equity in income of subsidiaries | 15,258 |  |  | 992 |  |  | — |  |  | (16,250 | ) |  | — |
(Loss) income before income taxes | (11,099 | ) |  | 25,333 |  |  | 253 |  |  | (16,250 | ) |  | (1,763 | )
Benefit from (provision for) income taxes | 10,372 |  |  | (10,075 | ) |  | 739 |  |  | — |  |  | 1,036 |
Net (loss) income | $ | (727 | ) |  | $ | 15,258 |  |  | $ | 992 |  |  | $ | (16,250 | ) |  | $ | (727 | )
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the three months ended April 1, 2012
|  |  | Guarantor |  | Non-guarantor |  |  |  |
| Parent |  | Subsidiaries |  | Subsidiaries |  | Eliminations |  | Total
Net (loss) income | $ | (727 | ) |  | $ | 15,258 |  |  | $ | 992 |  |  | $ | (16,250 | ) |  | $ | (727 | )
Other comprehensive income, net: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustment | 4,742 |  |  | 4,742 |  |  | 4,742 |  |  | (9,484 | ) |  | 4,742 |
Other comprehensive income, net | 4,742 |  |  | 4,742 |  |  | 4,742 |  |  | (9,484 | ) |  | 4,742 |
Comprehensive income | $ | 4,015 |  |  | $ | 20,000 |  |  | $ | 5,734 |  |  | $ | (25,734 | ) |  | $ | 4,015 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the three months ended April 3, 2011
|  |  | Guarantor |  | Non-guarantor |  |  |  |
| Parent |  | Subsidiaries |  | Subsidiaries |  | Eliminations |  | Total
Revenues: |  |  |  |  |  |  |  |  |
Sales | $ | — |  |  | $ | 455,569 |  |  | $ | 53,758 |  |  | $ | (41 | ) |  | $ | 509,286 |
Franchise revenues | — |  |  | 68,766 |  |  | 4,421 |  |  | (8 | ) |  | 73,179 |
| — |  |  | 524,335 |  |  | 58,179 |  |  | (49 | ) |  | 582,465 |
Costs and expenses: |  |  |  |  |  |  |  |  |
Cost of sales | — |  |  | 390,025 |  |  | 48,846 |  |  | — |  |  | 438,871 |
General and administrative | — |  |  | 60,606 |  |  | 11,333 |  |  | — |  |  | 71,939 |
Depreciation and amortization | 2,588 |  |  | 24,597 |  |  | 2,664 |  |  | — |  |  | 29,849 |
Impairment of long-lived assets | — |  |  | 7,543 |  |  | 354 |  |  | — |  |  | 7,897 |
Transaction related costs | 1,279 |  |  | — |  |  | — |  |  | — |  |  | 1,279 |
Other operating expense (income), net | — |  |  | 2,674 |  |  | (1,932 | ) |  | — |  |  | 742 |
| 3,867 |  |  | 485,445 |  |  | 61,265 |  |  | — |  |  | 550,577 |
Operating (loss) profit | (3,867 | ) |  | 38,890 |  |  | (3,086 | ) |  | (49 | ) |  | 31,888 |
Interest expense | (23,336 | ) |  | (5,734 | ) |  | (145 | ) |  | — |  |  | (29,215 | )
Other income (expense), net | — |  |  | 3,798 |  |  | (3,585 | ) |  | — |  |  | 213 |
Equity in income (loss) of subsidiaries | 13,386 |  |  | (8,716 | ) |  | — |  |  | (4,670 | ) |  | — |
(Loss) income from continuing operations before income taxes | (13,817 | ) |  | 28,238 |  |  | (6,816 | ) |  | (4,719 | ) |  | 2,886 |
Benefit from (provision for) income taxes | 14,842 |  |  | (13,690 | ) |  | (1,900 | ) |  | — |  |  | (748 | )
Income (loss) from continuing operations | 1,025 |  |  | 14,548 |  |  | (8,716 | ) |  | (4,719 | ) |  | 2,138 |
Loss from discontinued operations, net of income taxes | — |  |  | — |  |  | (1,162 | ) |  | 49 |  |  | (1,113 | )
Net income (loss) | $ | 1,025 |  |  | $ | 14,548 |  |  | $ | (9,878 | ) |  | $ | (4,670 | ) |  | $ | 1,025 |
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the three months ended April 3, 2011
|  |  | Guarantor |  | Non-guarantor |  |  |  |
| Parent |  | Subsidiaries |  | Subsidiaries |  | Eliminations |  | Total
Net income (loss) | $ | 1,025 |  |  | $ | 14,548 |  |  | $ | (9,878 | ) |  | $ | (4,670 | ) |  | $ | 1,025 |
Other comprehensive income, net: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustment | 7,649 |  |  | 7,649 |  |  | 7,649 |  |  | (15,298 | ) |  | 7,649 |
Change in net unrecognized pension loss, net of income tax provision of $15 in 2011 | (55 | ) |  | (55 | ) |  | (55 | ) |  | 110 |  |  | (55 | )
Other comprehensive income, net | 7,594 |  |  | 7,594 |  |  | 7,594 |  |  | (15,188 | ) |  | 7,594 |
Comprehensive income (loss) | $ | 8,619 |  |  | $ | 22,142 |  |  | $ | (2,284 | ) |  | $ | (19,858 | ) |  | $ | 8,619 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the three months ended April 1, 2012
|  |  | Guarantor |  | Non-guarantor |  |  |  |
| Parent |  | Subsidiaries |  | Subsidiaries |  | Eliminations |  | Total
Cash flows from operating activities: |  |  |  |  |  |  |  |  |
Net (loss) income | $ | (727 | ) |  | $ | 15,258 |  |  | $ | 992 |  |  | $ | (16,250 | ) |  | $ | (727 | )
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: |  |  |  |  |  |  |  |  |
Equity in income from operations of subsidiaries | (15,258 | ) |  | (992 | ) |  | — |  |  | 16,250 |  |  | — |
Depreciation and amortization | 3,622 |  |  | 26,765 |  |  | 2,562 |  |  | — |  |  | 32,949 |
Distributions received from joint venture | — |  |  | — |  |  | 3,253 |  |  | — |  |  | 3,253 |
Impairment of long-lived assets | — |  |  | 2,630 |  |  | 253 |  |  | — |  |  | 2,883 |
Share-based compensation provision | 1,071 |  |  | 1,187 |  |  | 98 |  |  | — |  |  | 2,356 |
Accretion of long-term debt | 524 |  |  | 1,486 |  |  | — |  |  | — |  |  | 2,010 |
Non-cash rent expense (credit) | — |  |  | 1,661 |  |  | (22 | ) |  | — |  |  | 1,639 |
Write-off and amortization of deferred financing costs | 1,349 |  |  | — |  |  | — |  |  | — |  |  | 1,349 |
Tax sharing receipt from (payment to) affiliate, net | 12,000 |  |  | (12,000 | ) |  | — |  |  | — |  |  | — |
Net recognition of deferred vendor incentives | — |  |  | (58 | ) |  | — |  |  | — |  |  | (58 | )
Deferred income tax benefit, net | (857 | ) |  | — |  |  | — |  |  | — |  |  | (857 | )
Equity in earnings in joint ventures, net | — |  |  | — |  |  | (2,134 | ) |  | — |  |  | (2,134 | )
Other, net | (38,626 | ) |  | 38,792 |  |  | (356 | ) |  | — |  |  | (190 | )
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |  |
Accounts and notes receivable | 1,322 |  |  | (795 | ) |  | (690 | ) |  | — |  |  | (163 | )
Inventories | — |  |  | 803 |  |  | 117 |  |  | — |  |  | 920 |
Prepaid expenses and other current assets | 969 |  |  | (3,092 | ) |  | (321 | ) |  | — |  |  | (2,444 | )
Accounts payable | (3,307 | ) |  | (7,707 | ) |  | (1,134 | ) |  | — |  |  | (12,148 | )
Accrued expenses and other current liabilities | (22,255 | ) |  | (11,755 | ) |  | (7,728 | ) |  | — |  |  | (41,738 | )
Net cash (used in) provided by operating activities | (60,173 | ) |  | 52,183 |  |  | (5,110 | ) |  | — |  |  | (13,100 | )
Cash flows from investing activities: |  |  |  |  |  |  |  |  |
Capital expenditures | (2,774 | ) |  | (41,495 | ) |  | (2,729 | ) |  | — |  |  | (46,998 | )
Restaurant acquisitions | — |  |  | (2,594 | ) |  | — |  |  | — |  |  | (2,594 | )
Franchise incentive loans | — |  |  | (1,096 | ) |  | — |  |  | — |  |  | (1,096 | )
Other, net | — |  |  | (924 | ) |  | 907 |  |  | — |  |  | (17 | )
Net cash used in investing activities | (2,774 | ) |  | (46,109 | ) |  | (1,822 | ) |  | — |  |  | (50,705 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |  |
Repayments of long-term debt | (1,541 | ) |  | (493 | ) |  | (64 | ) |  | — |  |  | (2,098 | )
Net cash used in financing activities | (1,541 | ) |  | (493 | ) |  | (64 | ) |  | — |  |  | (2,098 | )
Net cash (used in) provided by operations before effect of exchange rate changes on cash | (64,488 | ) |  | 5,581 |  |  | (6,996 | ) |  | — |  |  | (65,903 | )
Effect of exchange rate changes on cash | — |  |  | — |  |  | 968 |  |  | — |  |  | 968 |
Net (decrease) increase in cash and cash equivalents | (64,488 | ) |  | 5,581 |  |  | (6,028 | ) |  | — |  |  | (64,935 | )
Cash and cash equivalents at beginning of period | 174,638 |  |  | 128,818 |  |  | 43,192 |  |  | — |  |  | 346,648 |
Cash and cash equivalents at end of period | $ | 110,150 |  |  | $ | 134,399 |  |  | $ | 37,164 |  |  | $ | — |  |  | $ | 281,713 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the three months ended April 3, 2011
|  |  | Guarantor |  | Non-guarantor |  |  |  |
| Parent |  | Subsidiaries |  | Subsidiaries |  | Eliminations |  | Total
Cash flows from operating activities: |  |  |  |  |  |  |  |  |
Net income (loss) | $ | 1,025 |  |  | $ | 14,548 |  |  | $ | (9,878 | ) |  | $ | (4,670 | ) |  | $ | 1,025 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: |  |  |  |  |  |  |  |  |
Equity in (income) loss from operations of subsidiaries | (13,386 | ) |  | 8,716 |  |  | — |  |  | 4,670 |  |  | — |
Depreciation and amortization | 2,588 |  |  | 24,597 |  |  | 15,475 |  |  | — |  |  | 42,660 |
Net receipt of deferred vendor incentives | — |  |  | 19,086 |  |  | 10,271 |  |  | — |  |  | 29,357 |
Impairment of long-lived assets | — |  |  | 7,543 |  |  | 2,069 |  |  | — |  |  | 9,612 |
Distributions received from joint venture | — |  |  | — |  |  | 3,113 |  |  | — |  |  | 3,113 |
Share-based compensation provision | 1,196 |  |  | 1,223 |  |  | 580 |  |  | — |  |  | 2,999 |
Write-off and amortization of deferred financing costs | 2,148 |  |  | — |  |  | — |  |  | — |  |  | 2,148 |
Accretion of long-term debt | 595 |  |  | 1,456 |  |  | 79 |  |  | — |  |  | 2,130 |
Non-cash rent expense (credit) | — |  |  | 1,914 |  |  | (107 | ) |  | — |  |  | 1,807 |
Tax sharing receipt from (payment to) affiliate, net | 14,000 |  |  | (14,000 | ) |  | — |  |  | — |  |  | — |
Deferred income tax (benefit) provision, net | (272 | ) |  | (413 | ) |  | 349 |  |  | — |  |  | (336 | )
Equity in earnings in joint venture | — |  |  | — |  |  | (2,363 | ) |  | — |  |  | (2,363 | )
Tax sharing payment to The Wendy’s Company | (13,078 | ) |  | — |  |  | — |  |  | — |  |  | (13,078 | )
Other, net | 13,786 |  |  | 3,021 |  |  | (17,051 | ) |  | — |  |  | (244 | )
Changes in operating assets and liabilities net: |  |  |  |  |  |  |  |  |
Accounts and notes receivable | 37 |  |  | 2,163 |  |  | 6 |  |  | — |  |  | 2,206 |
Inventories | — |  |  | 819 |  |  | (1,189 | ) |  | — |  |  | (370 | )
Prepaid expenses and other current assets | (633 | ) |  | (3,041 | ) |  | (4,823 | ) |  | — |  |  | (8,497 | )
Accounts payable | (223 | ) |  | (933 | ) |  | 4,770 |  |  | — |  |  | 3,614 |
Accrued expenses and other current liabilities | (21,046 | ) |  | (5,022 | ) |  | (7,112 | ) |  | — |  |  | (33,180 | )
Net cash (used in) provided by operating activities | (13,263 | ) |  | 61,677 |  |  | (5,811 | ) |  | — |  |  | 42,603 |
Cash flows from investing activities: |  |  |  |  |  |  |  |  |
Capital expenditures | (3,293 | ) |  | (18,920 | ) |  | (6,355 | ) |  | — |  |  | (28,568 | )
Restaurant acquisitions | — |  |  | (2,900 | ) |  | — |  |  | — |  |  | (2,900 | )
Other, net | — |  |  | 228 |  |  | 75 |  |  | — |  |  | 303 |
Net cash used in investing activities | (3,293 | ) |  | (21,592 | ) |  | (6,280 | ) |  | — |  |  | (31,165 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |  |
Repayments of long-term debt | (26,117 | ) |  | (198 | ) |  | (3,450 | ) |  | — |  |  | (29,765 | )
Capital contributions from Parent | (30,000 | ) |  | — |  |  | 30,000 |  |  | — |  |  | — |
Other, net | (18 | ) |  | — |  |  | — |  |  | — |  |  | (18 | )
Net cash (used in) provided by financing activities | (56,135 | ) |  | (198 | ) |  | 26,550 |  |  | — |  |  | (29,783 | )
Net cash (used in) provided by operations before effect of exchange rate changes on cash | (72,691 | ) |  | 39,887 |  |  | 14,459 |  |  | — |  |  | (18,345 | )
Effect of exchange rate changes on cash | — |  |  | — |  |  | 959 |  |  | — |  |  | 959 |
Net (decrease) increase in cash and cash equivalents | (72,691 | ) |  | 39,887 |  |  | 15,418 |  |  | — |  |  | (17,386 | )
Cash and cash equivalents at beginning of period | 79,355 |  |  | 53,810 |  |  | 65,521 |  |  | — |  |  | 198,686 |
Cash and cash equivalents at end of period | $ | 6,664 |  |  | $ | 93,697 |  |  | $ | 80,939 |  |  | $ | — |  |  | $ | 181,300 |

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