UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 1-2207
Cusip Numbers: 895927 10 1
895927 30 9
NOTIFICATION OF LATE FILING
(Check One): (X) Form 10-K ( ) Form 20-F ( ) Form 11-K ( )Form 10-Q
( ) Form 10-D ( ) Form N-SAR ( )Form N-CSR
For the period ended: January 1, 2006
( )Transition Report on Form 10-K
( )Transition Report on Form 20-F
( )Transition Report on Form 11-K
( )Transition Report on Form 10-Q
( )Transition Report on Form N-SAR
For the Transition Period ended ____________________________________
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
TRIARC COMPANIES, INC.
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(Full Name of Registrant)
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(Former Name if Applicable)
280 Park Avenue
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(Address of Principal Executive Office (Street and Number))
New York, New York 10017
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(City, State and Zip Code)
PART II - Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense;
(X) | (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
| N-CSR, or portion thereof, will be filed on or before the
| fifteenth calendar day following the prescribed due date; or
| the subject quarterly report or transition report on Form 10-Q
| or subject distribution report on Form 10-D, or portion
| thereof will be filed on or before the fifth calendar day
| following the prescribed due date; and
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III--NARRATIVE
State below in reasonable detail why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
Triarc Companies, Inc. (the "Company") could not complete the filing of
its Annual Report on Form 10-K for the fiscal year ended January 1, 2006
(the "Form 10-K") by the prescribed filing date of March 17, 2006 without
unreasonable effort or expense as a result of the following:
On July 25, 2005 the Company completed the acquisition (the "RTM
Acquisition") of the RTM Restaurant Group ("RTM"), which was the largest
franchisee of Arby's restaurants with 775 Arby's restaurants in 22 states
as of that date. Prior to that date, RTM was privately held and had no
previous public company reporting obligations with the Securities and
Exchange Commission. The systems and procedures supporting the accounting
records of RTM, which were designed to meet the requirements of a
privately-held company, were found to have limitations in a public company
reporting environment and required additional effort to ensure appropriate
public company financial reporting. Moreover, purchase accounting and
related valuation procedures for the RTM Acquisition have been very
time consuming and complex due to the large number of restaurants
acquired. Additionally, in late 2005 the Company combined its existing
restaurant operations with those of RTM and relocated the corporate office
of its restaurant group from Fort Lauderdale, Florida to a new facility in
Atlanta, Georgia. RTM concurrently relocated from its old facility in
Atlanta to the new combined facility in Atlanta. The Company is continuing
to integrate the acquired RTM operations with its existing restaurant
operations. These transition and integration activities placed substantial
additional workload upon the restaurant group's accounting personnel. As a
result of the above, the Company has been unable to complete the Form 10-K
for the year ended January 1, 2006 by the prescribed date of March 17,
2006 without unreasonable effort or expense.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Francis T. McCarron (212) 451-3000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify reports(s). (X) Yes ( ) No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statement to be included in the subject report or portion thereof?
(X) Yes ( ) No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reason why a reasonable estimate
of the results cannot be made.
See Annex A hereto.
TRIARC COMPANIES, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized
Date: March 20, 2006 By:/S/ FRANCIS T. MCCARRON
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Francis T. McCarron
Executive Vice President and Chief Financial Officer
Annex A
For the reasons stated in Part III to this Form 12b-25, the Company's Form 10-K
for its fiscal year ended January 1, 2006 was not filed by the prescribed date
of March 17, 2006. The Company, however, expects to report in its Form 10-K,
subject to finalization and completion of the audit by its independent
registered public accountants, (i) revenues of approximately $725.0 million for
fiscal 2005 compared with $328.6 million for fiscal 2004, (ii) an operating loss
of between $13.0 million and $17.0 million for fiscal 2005 compared with
operating profit of $2.7 million for fiscal 2004 and (iii) a net loss of between
$53.0 million and $58.0 million for fiscal 2005 compared with net income of
$13.9 million for fiscal 2004. The increase in revenues in fiscal 2005 compared
with fiscal 2004 is principally due to the RTM Acquisition and, to a much lesser
extent, the full year effect in fiscal 2005 of including the asset management
and related fees of Deerfield & Company LLC, in which the Company acquired a
majority interest on July 22, 2004. The decrease from an operating profit in
fiscal 2004 to an operating loss in fiscal 2005 is principally due to the
effects of (i) facilities relocation and corporate restructuring charges in
fiscal 2005 principally in connection with the RTM Acquisition and (ii) an
increase in stock-based compensation expense principally due to the recognition
of compensation expense representing the intrinsic value of executive stock
options that were exercised and replaced on the date of exercise, grants of
contingently issuable performance-based restricted stock of the Company and
grants of equity interests in two subsidiaries in fiscal 2005. The decrease in
the Company's net income in fiscal 2004 to a net loss in fiscal 2005 was due to
(i) the after-tax effect of the aforementioned decrease in operating profit to
an operating loss, (ii) a loss on early extinguishment of debt upon a debt
refinancing and a loss on settlement of unfavorable franchise rights, both in
connection with the RTM Acquisition and (iii) lower tax benefits recognized in
2005 compared with 2004 from the release of income tax reserves no longer
required relating to both continuing and discontinued operations which were
higher in 2004.