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EX-32.1 - EXHIBIT - NPC Restaurant Holdings, LLCexhibit321-2014930.htm
EX-31.1 - EXHIBIT - NPC Restaurant Holdings, LLCexhibit311-2014930.htm
EX-31.2 - EXHIBIT - NPC Restaurant Holdings, LLCexhibit312-2014930.htm
EXCEL - IDEA: XBRL DOCUMENT - NPC Restaurant Holdings, LLCFinancial_Report.xls
EX-32.2 - EXHIBIT - NPC Restaurant Holdings, LLCexhibit3222014930.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 ____________________________________________________________
Form 10-Q
 ____________________________________________________________
(Mark one)
ý 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2014
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 333-180524-04
 ____________________________________________________________
NPC RESTAURANT HOLDINGS, LLC
(Exact name of registrant as specified in its charter)
 ____________________________________________________________
 
DELAWARE
 
20-4509045
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. employer
identification number)
 
 
 
7300 W. 129th Street
Overland Park, KS
 
66213
(Address of principal executive offices)
 
(Zip Code)
Telephone: (913) 327-5555
(Registrant’s telephone number, including area code)
 ____________________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ¨   No  ý
(Note: As a voluntary filer, not subject to the filing requirements, the registrant filed all reports required under Section 13 or 15(d) of the Exchange Act during the preceding 12 months.)
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large Accelerated filer
 
¨
 
Accelerated filer
 
¨
Non-accelerated filer
 
ý
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
There is no market for the Registrant’s equity. As of November 14, 2014, there were 1,000 units of membership interests outstanding.





INDEX
 

2


PART I
PART 1. FINANCIAL INFORMATION

Item 1.
Consolidated Financial Statements (unaudited)

NPC RESTAURANT HOLDINGS, LLC
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share data)
 
 
September 30,
2014
 
December 31,
2013
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
11,635

 
$
20,035

Accounts and other receivables
9,235

 
10,580

Inventories
10,503

 
8,255

Prepaid expenses and other current assets
5,215

 
6,579

Assets held for sale
5,596

 
760

Deferred income taxes
9,066

 
10,895

Total current assets
51,250

 
57,104

Facilities and equipment, less accumulated depreciation of $107,091 and $75,895, respectively
196,611

 
169,950

Franchise rights, less accumulated amortization of $45,165 and $31,629, respectively
643,445

 
640,151

Goodwill
294,563

 
292,623

Other assets, net
43,753

 
45,284

Total assets
$
1,229,622

 
$
1,205,112

Liabilities and member’s equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
33,667

 
$
30,335

Accrued liabilities
50,080

 
51,056

Accrued interest
5,396

 
9,641

Current portion of insurance reserves
11,792

 
10,598

       Current portion of debt
4,158

 
3,438

Total current liabilities
105,093

 
105,068

Long-term debt
591,263

 
561,687

Other deferred items
40,186

 
42,681

Insurance reserves
17,846

 
16,008

Deferred income taxes
208,137

 
214,455

Total long-term liabilities
857,432

 
834,831

Commitments and contingencies


 


Member’s equity:
 
 
 
Membership interests (1,000 units authorized, issued and outstanding as of September 30, 2014 and December 31, 2013)

 

Member’s capital
267,097

 
265,213

Total member’s equity
267,097

 
265,213

Total liabilities and member’s equity
$
1,229,622

 
$
1,205,112

See accompanying notes to the unaudited consolidated financial statements.

3


NPC RESTAURANT HOLDINGS, LLC
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(in thousands) 
 
13 Weeks Ended
 
39 Weeks Ended
 
September 30,
2014
 
September 24,
2013
 
September 30,
2014
 
September 24,
2013
Sales:
 
 
 
 
 
 
 
Net product sales
$
287,296

 
$
249,348

 
$
842,831

 
$
763,422

Fees and other income
12,303

 
11,457

 
38,927

 
38,310

Total sales
299,599

 
260,805

 
881,758

 
801,732

Costs and expenses:
 
 
 
 
 
 
 
Cost of sales
89,114

 
74,144

 
263,806

 
222,785

Direct labor
84,431

 
72,773

 
248,857

 
218,812

Other restaurant operating expenses
97,443

 
82,028

 
278,188

 
242,567

General and administrative expenses
15,932

 
14,637

 
47,074

 
44,158

Corporate depreciation and amortization of intangibles
5,343

 
4,747

 
15,537

 
13,620

Other
363

 
193

 
623

 
742

Total costs and expenses
292,626

 
248,522

 
854,085

 
742,684

Operating income
6,973

 
12,283

 
27,673

 
59,048

Interest expense
10,344

 
10,243

 
30,548

 
30,720

(Loss) income before income taxes
(3,371
)
 
2,040

 
(2,875
)
 
28,328

Income tax (benefit) expense
(3,533
)
 
(522
)
 
(4,619
)
 
4,434

Net income
$
162

 
$
2,562

 
$
1,744

 
$
23,894

 

See accompanying notes to the unaudited consolidated financial statements.

4


NPC RESTAURANT HOLDINGS, LLC
CONSOLIDATED STATEMENT OF EQUITY
(Unaudited)
(in thousands)
 
 
Member’s
equity
Balance at December 31, 2013
$
265,213

Net income
1,744

Issuance of membership interests, net
140

Balance at September 30, 2014
$
267,097

See accompanying notes to the unaudited consolidated financial statements.

5


NPC RESTAURANT HOLDINGS, LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands) 

 
39 Weeks Ended
 
September 30,
2014
 
September 24,
2013
Operating activities
 
 
 
Net income
$
1,744

 
$
23,894

Adjustments to reconcile net income to cash provided by operating activities:
 
 
 
Depreciation and amortization
48,030

 
40,396

Amortization of debt issuance costs
2,765

 
2,494

Deferred income taxes
(4,489
)
 
965

Other
(69
)
 
520

Changes in assets and liabilities, excluding the effect of acquisitions:
 
 
 
Accounts receivable
1,442

 
5,742

Inventories
(1,803
)
 
(787
)
Prepaid expenses and other current assets
1,548

 
(475
)
Accounts payable
3,332

 
5,205

Income taxes
(366
)
 
1,865

Accrued interest
(4,245
)
 
(5,612
)
Accrued liabilities
9,461

 
2,879

Insurance reserves
3,032

 
1,594

Other deferred items
(2,393
)
 
(1,067
)
Other assets
(264
)
 
(12
)
Net cash provided by operating activities
57,725

 
77,601

Investing activities
 
 
 
Capital expenditures
(50,507
)
 
(35,844
)
Acquisition of Wendy’s business, net of cash acquired
(56,803
)
 
(21,505
)
Proceeds from sale-leaseback transactions
19,429

 

Proceeds from sale or disposition of assets
2,888

 
554

Net cash used in investing activities
(84,993
)
 
(56,795
)
Financing activities
 
 
 
Borrowings under revolving credit facility
127,500

 

Payments under revolving credit facility
(134,500
)
 

Issuance of debt
40,000

 

Payments on term bank facilities
(2,704
)
 

Debt issue costs
(693
)
 
(89
)
Issuance of membership interests, net
140

 

Payment of accrued purchase price to sellers
(10,875
)
 
(2,847
)
Net cash provided by (used in) financing activities
18,868

 
(2,936
)
Net change in cash and cash equivalents
(8,400
)
 
17,870

Beginning cash and cash equivalents
20,035

 
25,493

Ending cash and cash equivalents
$
11,635

 
$
43,363

Supplemental disclosures of cash flow information:
 
 
 
Net cash paid for interest
$
31,909

 
$
33,719

Net cash paid for income taxes
$
3,266

 
$
2,449


See accompanying notes to the unaudited consolidated financial statements.

6


NPC RESTAURANT HOLDINGS, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 – Basis of Presentation, Interim Financial Statements and Accounting Policies
NPC Restaurant Holdings, LLC is referred to herein as “Holdings.” Holdings and its subsidiaries are referred to herein as the “Company.” Holdings’ wholly-owned subsidiary, NPC International, Inc., is referred to herein as “NPC.” NPC’s wholly-owned subsidiary, NPC Quality Burgers, Inc., is referred to herein as “NPCQB.” On December 28, 2011, all of the outstanding membership interests of Holdings were acquired (the “Acquisition”) by NPC International Holdings, Inc. (“NPC Holdings” or “Parent”), an entity controlled by Olympus Growth Fund V, L.P. and certain of its affiliates (“Olympus” or “Sponsor”).
The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q. Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States for complete consolidated financial statements are not included herein.
The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K.
The results of operations of any interim period are not necessarily indicative of the results of operations for the full year. The Company believes the accompanying unaudited interim consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) necessary to fairly present the Company’s consolidated results of operations, financial position and cash flows as of the dates and for the periods presented.
Effective January 1, 2014, the Company adopted, on a prospective basis, Accounting Standards Update (“ASU”) No. 2013-11, Income Taxes, issued by the Financial Accounting Standards Board (“FASB”), related to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance requires, unless certain conditions exist, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, similar tax loss, or a tax credit carryforward. If a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which limits dispositions that qualify for discontinued operations presentation to those that represent strategic shifts that have or will have a major effect on an entity’s operations and financial results.  Strategic shifts could include a disposal of a major geographical area, a major line of business, a major equity method investment or other major parts of the business.  This new standard is effective for annual periods beginning on or after December 15, 2014 and interim periods within those years, with early adoption permitted.  Effective July 2, 2014, the Company adopted the new standard on a prospective basis.  The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.
On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. Generally Accepted Accounting Principles when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which describes how an entity should assess its ability to meet obligations and sets rules for how this information should be disclosed in the financial statements.  This new standard is effective for the first annual period ending after December 15, 2016, and interim periods thereafter, with early adoption permitted.  The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.
Note 2 – Acquisitions and Business Combinations

7


Effective July 14, 2014, NPC’s wholly-owned subsidiary, NPCQB, completed the acquisition of 56 Wendy’s restaurants, including 20 fee-owned properties, from a Wendy’s franchisee for $57.1 million, less an adjustment for working capital of $0.3 million. This acquisition was funded with $40.0 million of incremental term loan borrowings, borrowings from the Company’s revolving credit facility and cash on hand. All of the acquired Wendy’s restaurants are owned and operated by NPCQB and are located in North Carolina and Virginia. Subsequent to the closing, the Company sold 10 of the fee-owned properties for $19.4 million and leased them back over an initial lease term of 20 years with four five-year renewal options. In contemplation of the acquisition, the Company identified eight fee-owned units that it plans to sell within the next 12 months and cease operations as a Wendy’s restaurant. These properties were recorded as assets held for sale.
The acquisition was accounted for using the purchase method of accounting. As a result of this acquisition, purchase accounting adjustments were made to the underlying assets based upon the valuation. The purchase price, net of cash acquired, was allocated as follows (in thousands):
Facilities and equipment
 
$
32,584

Franchise rights
 
16,570

Assets held for sale
 
5,121

Favorable leases
 
873

Goodwill
 
1,925

Other
 
(270
)
  Total purchase price
 
$
56,803

 
 
 
                 
All of the goodwill recognized will be deductible for income tax purposes. The weighted average amortization period assigned to the acquired franchise rights was approximately 21 years.
The pro forma impact of this acquisition on the results of operations is included in the below table for periods prior to the acquisition date in which the acquisition was not previously consolidated. The pro forma results of operations are not necessarily indicative of the results that would have occurred had this acquisition been consummated at the beginning of the periods presented, nor are they necessarily indicative of future operating results.

 
Pro forma
(unaudited) (in thousands)
 
13 Weeks Ended
 
39 Weeks Ended
 
Sept. 30, 2014
Sept. 24, 2013
 
Sept. 30, 2014
Sept. 24, 2013
Total sales
$
302,326

$
279,896

 
$
922,458

$
859,006

Net income
306

2,888

 
2,565

24,873


The unaudited Consolidated Statements of Income for the 13-week and 39-week periods ended September 30, 2014 included $16.9 million of total sales related to the units acquired in the above acquisition. It is impracticable to disclose earnings for the post-acquisition period for these acquired units as earnings of such units are not tracked on an individual basis. The Company paid direct acquisition-related costs of $0.5 million which were included in other expense for the 13-week and 39-week periods ended September 30, 2014.
Note 3 – Goodwill and Other Intangible Assets
Changes in goodwill are summarized below (in thousands):

Balance at December 31, 2013
$
292,623

     Acquisition of Wendy’s business
1,925

     Other
15

Balance at September 30, 2014
$
294,563


The carrying value of the Company’s goodwill is included in the Pizza Hut and Wendy’s reporting units. The Company assesses goodwill, which is not subject to amortization, for impairment annually in its second quarter, and also at any other date

8


when events or changes in circumstances indicate that the carrying value of these assets may exceed their fair value. The Company based its goodwill impairment testing for the Wendy’s reporting unit on a qualitative assessment. As a result of negative comparable store sales in the Company’s Pizza Hut operations, the Company performed a quantitative assessment and estimated the fair value of the Pizza Hut reporting unit using the discounted expected future cash flows. As a result of the Company’s annual impairment testing, the Company determined that goodwill was not impaired.
Amortizable other intangible assets consist of franchise rights and leasehold interests. These intangible assets are amortized on a straight-line basis over the lesser of their economic lives or the remaining life of the applicable agreement. Intangible assets subject to amortization are summarized below (in thousands):
 
 
September 30, 2014
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Book
Value
Amortizable intangible assets:
 
 
 
 
 
Franchise rights
$
688,610

 
$
(45,165
)
 
$
643,445

Favorable leasehold interests
14,508

 
(3,414
)
 
11,094

Unfavorable leasehold interests
(17,416
)
 
5,928

 
(11,488
)
 
$
685,702

 
$
(42,651
)
 
$
643,051


 
December 31, 2013
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Book
Value
Amortizable intangible assets:
 
 
 
 
 
Franchise rights
$
671,780

 
$
(31,629
)
 
$
640,151

Favorable leasehold interests
13,937

 
(2,616
)
 
11,321

Unfavorable leasehold interests
(18,107
)
 
5,026

 
(13,081
)
 
$
667,610

 
$
(29,219
)
 
$
638,391

Amortization expense on intangible assets was $4.6 million and $3.8 million for the 13-week periods ended September 30, 2014 and September 24, 2013, respectively, and $13.0 million and $11.0 million for the 39-week periods ended September 30, 2014 and September 24, 2013, respectively.
Note 4 – Debt
The Company’s debt consisted of the following (in thousands):
 
 
September 30,
2014
 
December 31,
2013
Term Loan
$
405,421

 
$
368,125

Senior Notes
190,000

 
190,000

Revolving Facility ($110 million) (1)

 
7,000

 
595,421

 
565,125

Less current portion
4,158

 
3,438

 
$
591,263

 
$
561,687

 
(1) 
The Company had $91.8 million of borrowing capacity available under its revolving credit facility (“Revolving Facility”), net of $18.2 million of outstanding letters of credit at September 30, 2014. At December 31, 2013, the Company had $84.7 million of borrowing capacity available under its Revolving Facility, net of $18.3 million of outstanding letters of credit and borrowings of $7.0 million.

The Company's Senior Secured Credit Facilities are comprised of the Revolving Facility and the term loan. On June 19, 2014, the Company issued $40.0 million of term loan debt under the existing credit facility’s $125.0 million term loan accordion feature, on the same terms as the Company’s existing term loan. This borrowing reduced the Company’s remaining available term loan accordion capacity to $85.0 million. The Company paid $0.7 million for transaction costs which were capitalized to debt issuance costs and will be amortized over the term of the related debt. The proceeds were used to fund the July 2014 acquisition of 56 Wendy’s units.


9


The Company’s debt facilities contain restrictions on additional borrowings, certain asset sales, capital expenditures, dividend payments, certain investments and related-party transactions, as well as requirements to maintain various financial ratios. At September 30, 2014, the Company was in compliance with all of its debt covenants.

Based upon the amount of excess cash flow generated during the fiscal year and the Company’s leverage at fiscal year end, each of which is defined in the credit agreement governing the term loan, the Company may be required to make an excess cash flow mandatory prepayment. The excess cash flow mandatory prepayment is an annual requirement under the credit agreement and is due 95 days after the end of each fiscal year. The Company currently expects that it will not be required to make a payment in 2015.
Note 5 – Fair Value Measurements
FASB Accounting Standard Codification 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories:
Level 1: Unadjusted quoted prices available in active markets for identical assets or liabilities.
Level 2: Pricing inputs, other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. These inputs are frequently utilized in pricing models, discounted cash flow techniques and other widely accepted valuation methodologies.
Level 3: Unobservable inputs that are not corroborated by market data, which requires the Company to develop its own assumptions.
The following tables summarize the carrying amounts and fair values of certain assets at September 30, 2014 and December 31, 2013, (in thousands):
 
September 30, 2014
 
 
 
Fair Value Estimated Using
 
Carrying Amount
 
Total
 
Level 1 Inputs
 
Level 2 Inputs
 
Level 3 Inputs
Equities(1)
$
9,755

 
$
9,755

 
$
6,457

 
$
3,298

 
$

Fixed income(1)
5,455

 
5,455

 
1,514

 
3,941

 

Money market fund(2)
7,705

 
7,705

 

 
7,705

 

 
 
 
 
 
 
 
 
 
 
 
December 31, 2013
 
 
 
Fair Value Estimated Using
 
Carrying Amount
 
Total
 
Level 1 Inputs
 
Level 2 Inputs
 
Level 3 Inputs
Equities(1)
$
9,015

 
$
9,015

 
$
5,778

 
$
3,237

 
$

Fixed income(1)
4,909

 
4,909

 
1,409

 
3,500

 

Money market fund(2)
13,948

 
13,948

 

 
13,948

 

 
 
 
 
 
 
 
 
 
 
`
(1) 
These investments relate to the Deferred Compensation Plan and the POWR Plan and are located in the other assets line item on the Consolidated Balance Sheets. The investments categorized as Level 2 in the fair value hierarchy are valued by using available market information which includes quoted market prices for identical or similar assets in non-active markets.
(2) 
At September 30, 2014 and December 31, 2013, $0.3 million and $0.6 million, respectively, related to the Deferred Compensation and POWR Plans, were located in the other assets line item on the Consolidated Balance Sheets. At September 30, 2014 and December 31, 2013 the remaining $7.4 million and $13.3 million, respectively, were short-term in nature and were classified in cash and cash equivalents on the Consolidated Balance Sheets. Money market funds are valued at amortized cost which reflects the market-based fair value.
The estimated fair value of the Company’s outstanding borrowings was as follows (in thousands):
 

10


 
September 30, 2014
 
December 31, 2013
Term Loan
$
397,313

 
$
372,285

Senior Notes
197,600

 
220,400

Revolving Facility

 
7,000

 
$
594,913

 
$
599,685

Carrying value
$
595,421

 
$
565,125

The Company measures the fair value of its debt facilities under a Level 2 observable input which consists of quotes from non-active markets. However, the fair value estimates presented herein are not necessarily indicative of the amount that the Company’s debtholders could realize in a current market exchange. Cash and cash equivalents (excluding the money market fund), accounts and other receivables and accounts payable are carried at cost which approximates fair value because of the short-term nature of these instruments.  
Note 6 – Income Taxes
For the 39 weeks ended September 30, 2014, the Company recorded an income tax benefit of $4.6 million compared to income tax expense of $4.4 million for the prior year period. Under Accounting Standards Codification 740 (“ASC 740”), companies are required to apply their estimated annual tax rate on a year-to-date basis in each interim period. Under ASC 740, companies should not apply the estimated annual tax rate to interim financial results if the estimated annual tax rate is not reliably predictable. In this situation, the interim tax rate should be based on the actual year-to-date results. Based on fluctuations in the Company’s current and projected results, a reliable projection of the Company’s annual effective rate has been difficult to determine, producing significant variations in the customary relationship between income tax expense and pre-tax book income in interim periods. As such, and in contrast with its previous methods of recording income tax expense, the Company recorded a tax benefit of $4.8 million for the 39 weeks ended September 30, 2014 based on actual year-to-date results. This benefit was primarily related to federal employment-related tax credits. The Company also recorded a favorable adjustment of $0.8 million related to the release of liabilities for uncertain tax positions which was offset by income tax expense of $1.0 million for an adjustment to deferred taxes for a change in the applicable state income tax rate and other adjustments related to the filing of federal and state tax returns during the third quarter of 2014. For the 39 weeks ended September 24, 2013, the lower than statutory rate was primarily due to (i) tax credits, (ii) a $1.6 million favorable tax adjustment related to previously unrecognized prior year federal employment-related credits that were recognized upon extension of the credits on January 2, 2013 and (iii) other adjustments related to the filing of federal and state tax returns during the third quarter of 2013.
The Company files a consolidated US federal tax return with its parent company, NPC Holdings. The Company allocates taxes between it and the Parent utilizing the separate return method.
The liability for uncertain tax positions was $2.8 million at September 30, 2014 and $4.0 million at December 31, 2013, and was included in other deferred items and as a reduction to deferred tax assets in the Consolidated Balance Sheets.
Note 7 – Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
 
 
September 30,
2014
 
December 31,
2013
Payroll and vacation
$
19,240

 
$
16,634

Accrued payroll taxes
5,320

 
2,453

Accrued real estate and personal property taxes
6,531

 
3,658

Accrued purchase price due to sellers

 
10,895

Sales tax payable
4,889

 
6,379

Other
14,100

 
11,037

 
$
50,080

 
$
51,056

Note 8 - Stock-based Compensation Plan
In connection with the Acquisition, the Parent established the NPC International Holdings, Inc. Stock Option Plan (the “Plan”), which governs, among other things, the grant of options with respect to the common stock of the Parent. The purposes of this Plan are to: (i) attract and retain highly qualified employees for the Company; (ii) motivate the participants to exercise their

11


best efforts on behalf of the Company and the Parent; (iii) allow participants in the Plan to participate in equity value creation; and (iv) align the incentives between the participants and the Parent as well as the Company.
The following table summarizes stock option activity under the Plan during the 39 weeks ended September 30, 2014:

 
Number of
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
(in years)
Outstanding at December 31, 2013
249,019

 
$
146

 
 
Granted
22,765

 
143

 
 
Exercised

 

 
 
Forfeited or expired
(9,936
)
 
145

 
 
Outstanding at September 30, 2014
261,848

 
151

 
7.5
Exercisable at September 30, 2014
97,777

 
$
119

 
7.3
Under the Plan, options may be granted with respect to a maximum of 271,784 shares of common stock of the Parent, which represents 10% of the outstanding shares of common stock of the Parent as of the date of the Acquisition on a fully diluted basis and was recently adjusted to incorporate options to be available for performance of the Company’s Wendy’s operations. Each grant of options under the Plan will specify the applicable option exercise period, option exercise price, vesting conditions and such other terms and conditions as deemed appropriate by the Board of Directors of the Parent. Currently 79% of the options granted under the Plan will vest ratably over four years subject to the achievement of certain performance targets or accelerate upon a change of control of the Company (“Series 1”); 20% of the options issued under the Plan will vest only upon a change of control of the Company (“Series 2”); and 1% of the options issued under the Plan have no vesting period and are fully exercisable at the date of grant (“Series 3”). In each case for options subject to vesting, vesting will be subject to the option holders’ continued employment through the vesting date. All options granted under the Plan will expire ten years from the date of grant, subject to earlier expiration in the event the option holder ceases to be employed. At September 30, 2014, there were 9,936 shares of common stock available for future grant under the Plan.
Under their respective employment agreements, the following options have been granted to certain members of management:

 
As of
September 30, 2014
Series 1 Options
207,266

 
Series 2 Options
51,817

 
Series 3 Options
2,765

 
Total options granted
261,848

 
Total options exercisable
97,777

 
The exercise price of the Series 1 options was established based on the per share price of the common stock investment in the Parent at the time of closing of the Acquisition, or $100 per share. For the Series 1 options, the exercise price accretes at a rate equal to 9% per annum, compounded annually. The exercise price of the Series 2 options was established as $250.00 per share. The exercise price of the Series 3 options was established as $100 per share. The exercise price of all options granted following the Acquisition was determined at the discretion of the Compensation Committee. The exercise price for all options granted was equal to or greater than the fair market value of the shares subject to the option on the date of grant.
Option grants will be made at the discretion and through approval of the Board of Directors of Parent to ensure that compensation to the Company’s executive officers remains competitive and in-line with its peer companies.
The Company considers these options to be liability awards. The compensation cost for the portion of awards that are outstanding for which the requisite service has not been rendered, or the performance condition has not been achieved, will be recognized as the requisite service is rendered (subject to the occurrence of a triggering event becoming probable as described below) and/or performance condition achieved. Further, under the award agreements under the Plan, any portion of the Series 1 and Series 2 options that were vested on the date of the termination of the option holder’s employment or engagement with the Company for any reason is forfeited without payment of any kind 30 days after the date of such separation; provided that in the event the separation is a result of a termination by the Company for cause or the resignation of the option holder (other than for

12


good reason in certain situations), any portion of the option that was vested shall also expire and be forfeited without payment of any kind on the separation date. Under the Stockholders Agreement among the stockholders of Parent, upon the termination of an employee stockholder’s employment or engagement with the Company for any reason, the Parent is required to purchase and the employee is required to sell all of the shares held at a price per share equal to the greater of (i) the original cost of such repurchased shares or (ii) the fair market value of such repurchased shares; provided that, if the separation is the result of a termination by the Company with cause or the resignation of the employee stockholder (other than for good reason in certain situations), then the purchase price for such repurchase shares equals the lesser of (i) the original cost or (ii) fair market value.
The Series 3 options are not subject to vesting and may be exercised at any time prior to expiration. Based on the term of the agreement under the Plan, any option not exercised by the tenth anniversary date of the option grant or in the event the separation is a result of a termination by the Company for cause or the resignation of the option holder (other than for good reason in certain situations), shall expire and is forfeited without payment. In the event of a Change of Control, the employee is entitled to receive the greater of (i) the fair market value of such repurchased shares or (ii) an amount by which the fair market value of such repurchased shares exceeds the exercise price of all repurchased shares.
The Company does not have a contractual obligation to fund the repurchase of these shares; however, the Company may be called upon to provide a distribution to the Parent upon any occurrence of a triggering event should occur that would require a repurchase of outstanding shares.
As of September 30, 2014, no options had been exercised by management. Based on the provisions of the Plan and the award agreements thereunder, all options granted have clearly defined and limited scenarios in which the option has value to the option holder. Specifically, the Stockholders Agreement prohibits the transfer or sale of shares to third parties without consent, which is at the sole discretion of the Parent and its majority owners. Further, there are no provisions in place under which an employee may require the Company to repurchase shares absent the occurrence of a triggering event (termination of employment or a Parent sale transaction). Therefore, the holder of either options or shares acquired upon exercise of those options can generally only monetize the options and/or sell the underlying shares upon occurrence of such an event, and upon the occurrence of such an event the options granted have the potential to yield value to each option holder only if the holder’s employment is terminated by the Company without cause or by the holder with good reason in certain situations (“Good Leaver Scenario”) or upon a Parent sale transaction. A Good Leaver Scenario is achieved when an event in the Company’s control, such as a base salary reduction or a forced relocation, occurs; all such events have been deemed improbable of occurrence for all option holders and are expected to continue to be deemed improbable until the time one such qualifying event occurs. Absent a Good Leaver Scenario, the Company can repurchase the underlying shares at the lower of original purchase price or the fair market value at the repurchase date if the option holders terminate employment at any time prior to a change in control. Due to the fact that an option holder would have no value for termination of employment for any other reason, and currently the Good Leaver Scenario and Parent sale transaction are not deemed probable, the Company has concluded a 100% forfeiture rate is appropriate, as the restriction on transferability and sale of underlying shares creates an in-substance service period and there is no assurance that the underlying stock related to the options will achieve any value above its original cost under these conditions prior to forfeiture or expiration. As no triggering events have been deemed probable as of September 30, 2014, the Company has recorded no compensation expense for all options granted.
Note 9 – Commitments and Contingencies

From time to time, the Company is involved in litigation, most of which is incidental to the business. In the Company’s opinion, no litigation to which the Company is a party is likely to have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.
Note 10 – Transactions with Sponsor
Olympus Advisory Agreement. On December 28, 2011, the Company entered into a management advisory agreement with the Sponsor pursuant to which the Sponsor or its affiliates provide financial, investment banking, management advisory and other services on the Company’s behalf for an annual fee of $1.0 million, paid in quarterly installments in arrears on the last day of each calendar quarter. The Company accrues the fee ratably to general and administrative expenses. The Sponsor also receives reimbursement for out-of-pocket expenses incurred in connection with services provided pursuant to the agreement.

Note 11 – Condensed Consolidating Financial Statements
NPC’s obligations under the 10 1/2% Senior Notes due 2020 and Senior Secured Credit Facilities are fully guaranteed by Holdings. As of the date hereof, Holdings’ only material asset is 100% of the stock of NPC. The remaining co-issuers with NPC, NPCQB and NPC Operating Company B, Inc. (“NPC Op Co B”) are 100% owned by NPC. NPCQB did not have any assets, operations or cash flows prior to completing acquisitions of Wendy’s restaurants during the third and fourth quarters of

13


fiscal 2013. NPC Op Co B does not have any assets, operations or cash flows as of September 30, 2014. Holdings and subsidiary guarantees are joint and several, full and unconditional. The following summarizes the Company’s condensed consolidating information as of September 30, 2014 and December 31, 2013, and for each of the 13-week and 39-week periods ended September 30, 2014 and September 24, 2013 (in thousands):

Condensed Consolidating Statements of Income
 
 
 
 
 
 
 
 
 
 
 
 
 
13 Weeks Ended September 30, 2014
 
Parent
 
Subsidiary
 
Subsidiary
 
Subsidiary
 
 
 
 
 
Guarantor:
Holdings
 
Issuer:
NPC
 
Co-Issuer:
NPCQB
 
Co-Issuer:
NPC Op
Co B
 
Eliminations
 
Consolidated
Total sales
$

 
$
251,827

 
$
47,772

 
$

 
$

 
$
299,599

Total costs and expenses

 
245,803

 
46,823

 

 

 
292,626

Operating income

 
6,024

 
949

 

 

 
6,973

Interest expense

 
10,344

 

 

 

 
10,344

Equity in net income of subsidiary
162

 
303

 

 

 
(465
)
 

Income (loss) before income taxes
162

 
(4,017
)
 
949

 

 
(465
)
 
(3,371
)
Income tax (benefit) expense

 
(4,179
)
 
646

 

 

 
(3,533
)
Net income
$
162

 
$
162

 
$
303

 
$

 
$
(465
)
 
$
162



 
 
 
 
 
 
 
 
 
 
 
 
 
13 Weeks Ended September 24, 2013
 
Parent
 
Subsidiary
 
Subsidiary
 
Subsidiary
 
 
 
 
 
Guarantor:
Holdings
 
Issuer:
NPC
 
Co-Issuer:
NPCQB
 
Co-Issuer:
NPC Op
Co B
 
Eliminations
 
Consolidated
Total sales
$

 
$
252,798

 
$
8,007

 
$

 
$

 
$
260,805

Total costs and expenses

 
240,103

 
8,419

 

 

 
248,522

Operating income (loss)

 
12,695

 
(412
)
 

 

 
12,283

Interest expense

 
10,243

 

 

 

 
10,243

Equity in net income of subsidiary
2,562

 

 

 

 
(2,562
)
 

Income (loss) before income taxes
2,562

 
2,452

 
(412
)
 

 
(2,562
)
 
2,040

Income tax benefit

 
(427
)
 
(95
)
 

 

 
(522
)
Net income (loss)
$
2,562

 
$
2,879

 
$
(317
)
 
$

 
$
(2,562
)
 
$
2,562



14


 
39 Weeks Ended September 30, 2014
 
Parent
 
Subsidiary
 
Subsidiary
 
Subsidiary
 
 
 
 
 
Guarantor:
Holdings
 
Issuer:
NPC
 
Co-Issuer:
NPCQB
 
Co-Issuer:
NPC Op
Co B
 
Eliminations
 
Consolidated
Total sales
$

 
$
771,042

 
$
110,716

 
$

 
$

 
$
881,758

Total costs and expenses

 
745,553

 
108,532

 

 

 
854,085

Operating income

 
25,489

 
2,184

 

 

 
27,673

Interest expense

 
30,548

 

 

 

 
30,548

Equity in net income of subsidiary
1,744

 
1,091

 

 

 
(2,835
)
 

Income (loss) before income taxes
1,744

 
(3,968
)
 
2,184

 

 
(2,835
)
 
(2,875
)
Income tax (benefit) expense

 
(5,712
)
 
1,093

 

 

 
(4,619
)
Net income
$
1,744

 
$
1,744

 
$
1,091

 
$

 
$
(2,835
)
 
$
1,744


 
39 Weeks Ended September 24, 2013
 
Parent
 
Subsidiary
 
Subsidiary
 
Subsidiary
 
 
 
 
 
Guarantor:
Holdings
 
Issuer:
NPC
 
Co-Issuer:
NPCQB
 
Co-Issuer:
NPC Op
Co B
 
Eliminations
 
Consolidated
Total sales
$

 
$
793,725

 
$
8,007

 
$

 
$

 
$
801,732

Total costs and expenses

 
734,265

 
8,419

 

 

 
742,684

Operating income (loss)

 
59,460

 
(412
)
 

 

 
59,048

Interest expense

 
30,720

 

 

 

 
30,720

Equity in net income of subsidiary
23,894

 

 

 

 
(23,894
)
 

Income (loss) before income taxes
23,894

 
28,740

 
(412
)
 

 
(23,894
)
 
28,328

Income tax expense (benefit)

 
4,529

 
(95
)
 

 

 
4,434

Net income (loss)
$
23,894

 
$
24,211

 
$
(317
)
 
$

 
$
(23,894
)
 
$
23,894

 

15



Condensed Consolidating Balance Sheet
 
 
September 30, 2014
 
Parent
 
Subsidiary
 
Subsidiary
 
Subsidiary
 
 
 
 
 
Guarantor:
Holdings
 
Issuer:
NPC
 
Co-Issuer:
NPCQB
 
Co-Issuer:
NPC Op
Co B
 
Eliminations
 
Consolidated
Assets:
 
 
 
 
 
 
 
 
 
 
 
Current assets
$

 
$
41,148

 
$
10,102

 
$

 
$

 
$
51,250

Facilities and equipment, net

 
164,728

 
31,883

 

 

 
196,611

Franchise rights, net

 
596,447

 
46,998

 

 

 
643,445

Goodwill

 
290,502

 
4,061

 

 

 
294,563

Investment in subsidiary
267,097

 
77,185

 

 

 
(344,282
)
 

Other assets, net

 
41,868

 
1,885

 

 

 
43,753

Total assets
$
267,097

 
$
1,211,878

 
$
94,929

 
$

 
$
(344,282
)
 
$
1,229,622

Liabilities and member’s equity:
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
$

 
$
90,940

 
$
14,153

 
$

 
$

 
$
105,093

Long-term debt

 
591,263

 

 

 

 
591,263

Other liabilities and deferred items

 
54,806

 
3,226

 

 

 
58,032

Deferred income taxes

 
207,772

 
365

 

 

 
208,137

Member’s equity
267,097

 
267,097

 
77,185

 

 
(344,282
)
 
267,097

Total liabilities and member’s equity
$
267,097

 
$
1,211,878

 
$
94,929

 
$

 
$
(344,282
)
 
$
1,229,622

 
 
December 31, 2013
 
Parent
 
Subsidiary
 
Subsidiary
 
Subsidiary
 
 
 
 
 
Guarantor:
Holdings
 
Issuer:
NPC
 
Co-Issuer:
NPCQB
 
Co-Issuer:
NPC Op
Co B
 
Eliminations
 
Consolidated
Assets:
 
 
 
 
 
 
 
 
 
 
 
Current assets
$

 
$
53,364

 
$
3,740

 
$

 
$

 
$
57,104

Facilities and equipment, net

 
152,810

 
17,140

 

 

 
169,950

Franchise rights, net

 
607,880

 
32,271

 

 

 
640,151

Goodwill

 
290,502

 
2,121

 

 

 
292,623

Investment in subsidiary
265,326

 
50,978

 

 

 
(316,304
)
 

Other assets, net

 
44,273

 
1,011

 

 

 
45,284

Total assets
$
265,326

 
$
1,199,807

 
$
56,283

 
$

 
$
(316,304
)
 
$
1,205,112

Liabilities and member’s equity:
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
$

 
$
100,766

 
$
4,302

 
$

 
$

 
$
105,068

Long-term debt

 
561,687

 

 

 

 
561,687

Other liabilities and deferred items

 
58,060

 
629

 

 

 
58,689

Deferred income taxes

 
214,081

 
374

 

 

 
214,455

Member’s equity
265,326

 
265,213

 
50,978

 

 
(316,304
)
 
265,213

Total liabilities and member’s equity
$
265,326

 
$
1,199,807

 
$
56,283

 
$

 
$
(316,304
)
 
$
1,205,112



16



Condensed Consolidating Statements of Cash Flows
 
 
39 Weeks Ended September 30, 2014
 
Parent
 
Subsidiary
 
Subsidiary
 
Subsidiary
 
 
 
 
 
Guarantor:
Holdings
 
Issuer:
NPC
 
Co-Issuer:
NPCQB
 
Co-Issuer:
NPC Op
Co B
 
Eliminations
 
Consolidated
Operating activities:
 
 
 
 
 
 
 
 
 
 
 
Net cash flows provided by operating activities
$

 
$
40,752

 
$
16,973

 
$

 
$

 
$
57,725

Investing activities:
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures

 
(45,697
)
 
(4,810
)
 

 

 
(50,507
)
Acquisition of Wendy’s business, net of cash acquired

 

 
(56,803
)
 

 

 
(56,803
)
Investment in NPCQB

 
(57,002
)
 

 

 
57,002

 

Return of investment in NPCQB

 
31,886

 

 

 
(31,886
)
 

Proceeds from sale-leaseback transactions

 

 
19,429

 

 

 
19,429

Proceeds from sale or disposition of assets

 
2,843

 
45

 

 

 
2,888

Net cash flows used in investing activities

 
(67,970
)
 
(42,139
)
 

 
25,116

 
(84,993
)
Financing activities:
 
 
 
 
 
 
 
 
 
 
 
Investment from parent

 

 
57,002

 

 
(57,002
)
 

Payment of accrued purchase price to sellers

 
(10,875
)
 

 

 

 
(10,875
)
Net payments on debt

 
(9,704
)
 

 

 

 
(9,704
)
Issuance of debt

 
40,000

 

 

 

 
40,000

Distribution to parent

 

 
(31,886
)
 

 
31,886

 

Other

 
(553
)
 

 

 

 
(553
)
Net cash flows provided by financing activities

 
18,868

 
25,116

 

 
(25,116
)
 
18,868

Net change in cash and cash equivalents

 
(8,350
)
 
(50
)
 

 

 
(8,400
)
Beginning cash and cash equivalents

 
19,170

 
865

 

 

 
20,035

Ending cash and cash equivalents
$

 
$
10,820

 
$
815

 
$

 
$

 
$
11,635



17


 
39 Weeks Ended September 24, 2013
 
Parent
 
Subsidiary
 
Subsidiary
 
Subsidiary
 
 
 
 
 
Guarantor:
Holdings
 
Issuer: NPC
 
Co-Issuer:
NPCQB
 
Co-Issuer:
NPC Op
Co B
 
Eliminations
 
Consolidated
Operating activities:
 
 
 
 
 
 
 
 
 
 
 
Net cash flows provided by operating activities
$

 
$
75,002

 
$
2,599

 
$

 
$

 
$
77,601

Investing activities:
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures

 
(35,776
)
 
(68
)
 

 

 
(35,844
)
Acquisition of Wendy’s business, net of cash acquired


 

 
(21,505
)
 

 

 
(21,505
)
Investment in NPCQB

 
(21,557
)
 

 

 
21,557

 

Proceeds from sale or disposition of assets

 
554

 

 

 

 
554

Net cash flows used in investing activities

 
(56,779
)
 
(21,573
)
 

 
21,557

 
(56,795
)
Financing activities:
 
 
 
 
 
 
 
 
 
 
 
Investment from parent

 

 
21,557

 

 
(21,557
)
 

Other

 
(2,936
)
 

 

 

 
(2,936
)
Net cash flows (used in) provided by financing activities

 
(2,936
)
 
21,557

 

 
(21,557
)
 
(2,936
)
Net change in cash and cash equivalents

 
15,287

 
2,583

 

 

 
17,870

Beginning cash and cash equivalents

 
25,493

 

 

 

 
25,493

Ending cash and cash equivalents
$

 
$
40,780

 
$
2,583

 
$

 
$

 
$
43,363



18



Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
As used in this report, NPC Restaurant Holdings, LLC is referred to herein as “Holdings.” Holdings and its subsidiaries are referred to as the “Company,” “we” “us,” and “our.” Holdings’ wholly-owned subsidiary, NPC International, Inc. is referred to as “NPC.” NPC’s wholly-owned subsidiary, NPC Quality Burgers, Inc., is referred to herein as “NPCQB.”
Trademarks and Trade Names
The trade name “Pizza Hut” and all other trade names, trademarks, service marks, symbols, slogans, emblems, logos and designs used in the Pizza Hut system and appearing in this Form 10-Q are owned by Pizza Hut, Inc. (“PHI”) and are licensed to us for use with respect to the operation and promotion of our Pizza Hut restaurants. The “WingStreet” name is a trademark of WingStreet, LLC, an entity controlled by Yum! Brands, Inc. (“Yum!”). The trade name “Wendy’s” and all other trade names, trademarks, service marks, symbols, slogans, emblems, logos and designs used in the Wendy’s system and appearing in this Form 10-Q are owned by affiliates of Wendy’s and are licensed to us for use with respect to the operation and promotion of our Wendy’s restaurants. All other trademarks or trade names appearing in this Form 10-Q are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this Form 10-Q may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.
Market and Industry Data
In this Form 10-Q, we refer to information regarding the U.S. restaurant industry and the quick service restaurant sector from publicly available market research reports and other publicly available information. Unless otherwise indicated, corporate information regarding PHI in this Form 10-Q has been made publicly available by Yum! and corporate information regarding Wendy's has been made publicly available by Wendy’s International, LLC. We have not independently verified such data and we make no representations as to the accuracy of such information. None of the reports referred to in the Form 10-Q were prepared for use in, or in connection with, this Form 10-Q.
Cautionary Statement Regarding Forward Looking Information
This report includes forward-looking statements regarding, among other things, our plans, strategies, and prospects, both business and financial. All statements contained in this document other than historical information are forward-looking statements. Forward-looking statements include, but are not limited to, statements that represent our beliefs concerning future operations, strategies, financial results or other developments, and may contain words and phrases such as “may,” “expect,” “should,” “anticipate,” “intend,” or similar expressions. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, there can be no assurance we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Important factors that could cause actual results to differ materially from our forward-looking statements, expectations and historical trends include, but are not limited to, the following:
competitive conditions;
general economic and market conditions;
effectiveness of franchisor advertising programs and the overall success of our franchisors;
increases in commodity, labor, fuel and other costs;
effectiveness of the hedging program for cheese prices directed by the Restaurant Supply Chain Solutions, LLC (“RSCS”) for the Pizza Hut system;
significant disruptions in service or supply by any of our suppliers or distributors;
changes in consumer tastes, geographic concentration and demographic patterns;
consumer concerns about health and nutrition;
our ability to manage our growth and successfully implement our business strategy;
the risks associated with the expansion of our business, including risks relating to the integration of the Wendy’s restaurants recently acquired by us;
the effect of disruptions to our computer and information systems or cyber attacks;
the effect of local conditions, events and natural disasters;
general risks associated with the restaurant industry;
the outcome of pending or yet-to-be instituted legal proceedings;
regulatory factors, including changing laws related to healthcare coverage and menu labeling, which may adversely affect our business operations;

19


the loss of our executive officers and certain key personnel;
our ability to service our substantial indebtedness;
restrictions contained in our debt agreements;
availability, terms and deployment of capital;
our ability to obtain debt or equity financing on reasonable terms or at costs similar to that of our current credit facilities; and
various other factors beyond our control.
Any forward-looking statements made in this report speak only as of the date of this report. Consequently, such forward-looking statements should be regarded solely as our current plans, estimates and beliefs. We do not intend, and do not undertake, any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements. For a more detailed discussion of the principal factors that could cause actual results to be materially different, you should read our risk factors in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (“2013 Form 10-K”) as well as our unaudited consolidated financial statements, related notes, and other financial information appearing elsewhere in this report and our other filings with the Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov.
Overview
NPC was founded in 1962 and is the largest franchisee of any restaurant concept in the United States (U.S.), based on unit count, according to the 2014 “Top 200 Restaurant Franchisees” by Franchise Times and the eighth largest restaurant unit operator, based on unit count, in the U.S.
Our Pizza Hut operations. We are the largest Pizza Hut franchisee and as of September 30, 2014 we operated 1,266 Pizza Hut units in 28 states with significant presence in the Midwest, South and Southeast. As of the third quarter of 2014, our Pizza Hut operations represented approximately 20% of the domestic Pizza Hut restaurant system and 22% of the domestic Pizza Hut franchised restaurant system as measured by number of units, excluding licensed units which operate with a limited menu and no delivery in certain of our markets.
Our Wendy’s operations. As of September 30, 2014, we operated 144 Wendy’s units in 5 states. Between July 2013 and December 2013, we acquired 91 Wendy’s units in three separate transactions. Effective July 14, 2014 we acquired an additional 56 Wendy’s units primarily located in North Carolina from another Wendy’s franchisee. We expect to continue to expand our Wendy’s operations through opportunistic acquisitions of restaurants in additional markets and through organic growth through development of new restaurants that meet our investment objectives. All of the Wendy’s restaurants are owned and operated by NPCQB and are located in and around the Kansas City and Salt Lake City metropolitan areas and in North Carolina (with a heavy concentration in the Greensboro-Winston Salem, North Carolina area) and Virginia.
Our Fiscal Year. We operate on a 52- or 53-week fiscal year ending on the last Tuesday in December. Fiscal years 2014 and 2013 contain 52 and 53 weeks, respectively. Each quarterly period in 2014 and 2013 has 13 weeks, except the fourth quarter of 2013 which had 14 weeks.

Unless otherwise noted, the discussion below references both our Pizza Hut and Wendy’s operations.
Our Sales
Net Product Sales. Net product sales are comprised of sales of food and beverages from our restaurants, net of discounts. For the 39 weeks ended September 30, 2014, pizza sales accounted for approximately 77% of our Pizza Hut net product sales. Hamburger and chicken sandwiches accounted for approximately 60% of our Wendy’s net product sales. Various factors influence sales at a given unit, including customer recognition of the Pizza Hut and Wendy’s brands, our level of service and operational effectiveness, pricing, marketing and promotional efforts and local competition. Several factors affect our sales in any period, including the number of units in operation, comparable store sales and seasonality. “Comparable store sales” refer to period-over-period net product sales comparisons for units under our operation for at least 12 months.
Fees and Other Income. Fees and other income for our Pizza Hut operations are comprised primarily of delivery fees charged to customers, vending receipts and other fee income and are not included in our comparable store sales metric.
Seasonality. Our Pizza Hut business is moderately seasonal in nature with net product sales typically being higher in the first half of the fiscal year. Our Wendy’s business is also moderately seasonal in nature with net product sales typically being higher in the spring and summer months. As a result of these seasonal fluctuations, our operating results may vary between fiscal quarters. Further, results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year.


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Restaurants and Formats. We operate our Pizza Hut restaurants through three different formats to cater to the needs of our customers in each respective market. Delivery units, or “Delcos,” are typically located in strip centers and provide delivery and carryout, with a greater proportion being located in more densely populated areas. Red Roof units, or “RRs,” are traditional free-standing, dine-in restaurants which offer on-location dining room service as well as carryout service. Restaurant-Based Delivery units, or “RBDs,” conduct delivery, dine-in, and carryout operations from the same free-standing location. At September 30, 2014, 88% of our Pizza Hut units include the WingStreet product line. We converted 255 units and opened or relocated 17 Delco’s with the WingStreet product line during the 39 weeks ended September 30, 2014 and currently expect to convert 125 additional units to WingStreet by the middle of fiscal 2015. The WingStreet menu includes bone-in and bone-out fried chicken wings which are tossed in one of eight sauces and appetizers which are available for dine-in, carryout and delivery.
    
Free-standing Wendy’s restaurants generally include a pick-up window in addition to a dining room. Approximately 65% to 70% of sales at our Wendy’s units are transacted through the pick-up window. Each Wendy’s restaurant offers an extensive menu specializing in hamburger sandwiches and featuring chicken breast sandwiches, which are prepared to order with the customer’s choice of condiments. The Wendy’s menu also includes chicken nuggets, chili, french fries, baked potatoes, freshly prepared salads, soft drinks, Frosty® desserts and kids’ meals.
The following table sets forth certain information with respect to each year-to-date fiscal period:
 
 
39 weeks Ended
 
 
September 30, 2014
 
September 24, 2013
 
Number of restaurants open at the end of the period:
 
 
 
 
  Pizza Hut
 
 
 
 
Delco
582

 
553

 
RR
162

 
172

 
RBD
522

 
527

 
   Total Pizza Hut units
1,266

(1) 
1,252

(1) 
  Wendy’s units
144

 
36

 
   Total units
1,410

 
1,288

 
 
(1) 
Includes 1,110 units and 771 units offering the WingStreet product line at September 30, 2014 and September 24, 2013, respectively.
Our Costs
Our operating costs and expenses are comprised of cost of sales, direct labor, other restaurant operating expenses and general and administrative expenses. Our cost structure is highly variable with approximately 70% of operating costs variable to sales and volume of transactions.
Cost of Sales. Cost of sales includes the cost of food and beverage products sold, less rebates from suppliers, as well as paper and packaging, and is primarily influenced by fluctuation in commodity prices. Historically, our Pizza Hut cost of sales has primarily been comprised of the following: cheese: 30-35%; dough: 16-20%; meat: 16-20%; and packaging: 8-10%. These costs can fluctuate from year-to-year given the commodity nature of the cost category, but are constant across regions. We are a member of the RSCS, a cooperative designed to operate as a central procurement service for the operators of Yum! restaurants, and participate in various cheese hedging and procurement programs that are directed by the RSCS for cheese, meat and certain other commodities to help reduce the price volatility of those commodities from period-to-period. Based on information provided by the RSCS, the RSCS typically hedges approximately 30% to 50% of the Pizza Hut system’s anticipated cheese purchases through a combination of derivatives taken under the direction of the RSCS. Additionally, the RSCS has entered into contractual pricing arrangements with the supplier to restaurants in the Pizza Hut system on cheese purchases that may cause the prices paid by us to exceed or be less than the current block cheese price.

Our Wendy’s cost of sales is primarily comprised of the following: beef and chicken: 40-42%; packaging: 11-13%; potatoes: 8-10%; and dairy: 8-10%. These costs can fluctuate from year-to-year given the commodity nature of the cost category, but are constant across regions.Wendy’s and its franchisees have established Quality Supply Chain Co-op, Inc. to manage contracts for the purchase and distribution of food, proprietary paper, operating supplies and equipment under national contracts with pricing based upon total system volume for the Wendy’s system in the United States and Canada.
Direct Labor. Direct labor includes the salary, payroll taxes, fringe benefit costs and workers’ compensation expense associated with restaurant based personnel. Direct labor is highly dependent on federal and state minimum wage rate legislation

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given that the vast majority of our workers are hourly employees. To control labor costs, we are focused on proper scheduling and adequate training of our store employees, as well as retention of existing employees.

Other restaurant operating expenses. Other restaurant operating expenses include all other costs directly associated with operating a restaurant facility, which primarily represents royalties, advertising, rent and depreciation (facilities and equipment), utilities, delivery expenses (for our Pizza Hut operations), supplies, repairs, insurance and other restaurant-related costs.    

Beginning in fiscal 2012, PHI began offering development incentives totaling $80,000 per new unit developed (the “Development Incentive”), subject to certain threshold criteria. These incentives are recorded as a reduction to other restaurant operating expenses at the time development of a new unit is completed. The offering of Development Incentives was renewed for fiscal 2013 and fiscal 2014 and is renewable annually at PHI’s discretion. We developed or relocated 17 units during the 39 weeks ended September 30, 2014 that were eligible for the incentive, earning Development Incentives of $1.4 million. We currently expect to develop an additional 19 units, including unit relocations, during fiscal 2014, for a total of 36 new or relocated units.
Additionally, PHI is offering development incentives totaling $10,000 per unit converted to the WingStreet platform (the “WingStreet Incentive”), for fiscal 2013 through fiscal 2015. WingStreet Incentives earned under the program are recorded as a reduction to other restaurant operating expenses upon completion of each unit conversion and will be received within 12 months of unit conversion. We converted 255 units during the 39 weeks ended September 30, 2014 that were eligible for the incentive and earned WingStreet Incentives of $2.6 million. We currently expect to convert an additional 125 units by the middle of fiscal 2015.
Our blended average Pizza Hut royalty rate (excluding Development Incentives and WingStreet Incentives) as a percentage of total sales was 4.9% for both the 39 week periods ended September 30, 2014 and September 24, 2013. Our blended average Wendy’s royalty rate as a percentage of total sales was 3.9% and 3.8% for the 39 weeks ended September 30, 2014 and September 24, 2013, respectively.
General and administrative expenses. General and administrative expenses include field supervision and personnel costs and the corporate and administrative functions that support our restaurants, including employee wages and benefits, travel, information systems, recruiting and training costs, credit card transaction fees, professional fees, supplies and insurance.
Trends and Uncertainties Affecting Our Business
We believe that as a franchisee of such a large number of Pizza Hut and Wendy’s restaurants, our financial success is driven less by variable factors that affect regional restaurants and their markets, and more by trends affecting the food purchase industry – specifically the Quick Service Restaurants or “QSR” industry. The following discussion describes certain key factors that may affect our future performance.
General Economic Conditions and Consumer Spending
Continued high unemployment rates and legislative uncertainty have caused the consumer to experience a real and perceived reduction in disposable income which has negatively impacted consumer spending in most segments of the restaurant industry over the last several years, including the segment in which we compete. Specifically, we believe pressures on low and lower-middle income customers continue to be significant, and we believe that these customers are particularly interested in receiving value at a reasonable price in the current environment.
Competition
The restaurant business is highly competitive. The QSR industry is a fragmented market, and includes well-established competitors.
Our Pizza Hut restaurants face competition from national and regional chains, as well as independent operators, which affects pricing strategies and margins. Additionally, frozen pizzas and take-and-bake pizzas are competitive alternatives in the pizza segment. Limited product variability within our segment can make differentiation among competitors difficult. Thus, companies in the pizza segment continuously promote and market new product introductions, price discounts and bundled deals, and rely heavily on effective marketing and advertising to drive sales.

Our Wendy’s restaurants face competition from other food service operations within the same geographical area. Wendy’s restaurants compete with other restaurant companies and food outlets, primarily through the quality, variety, convenience, price, and value perception of food products offered. The location of units, quality and speed of service, attractiveness of facilities, effectiveness of marketing and new product development by Wendy’s and its competitors are also important factors. The price

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charged for each menu item may vary from market to market (and within markets) depending on competitive pricing and the local cost structure.
Commodity Prices
For our Pizza Hut operations, commodity prices of packaging products (liner board) and ingredients such as cheese, dough (wheat), and meat, can vary. The prices of these commodities can fluctuate throughout the year due to changes in supply and demand. Our costs can also fluctuate as a result of changes in ingredients or packaging instituted by PHI. For the third quarter of fiscal 2014, the block cheese price averaged $2.17 per pound, an increase of $0.43 or 25% versus the average price for the prior year. Additionally, meat ingredient prices increased $0.51 per pound or 31% versus the average price for the third quarter of fiscal 2013.
Based upon current market conditions and information provided by the RSCS, we currently expect overall commodity inflation for our Pizza Hut operations to be approximately 5% to 6% for fiscal 2014, without giving full effect to the RSCS directed hedging programs. This inflation has and will continue to place significant pressure on our margins. We currently expect our overall commodity inflation for our Wendy’s operations to be approximately 2% for fiscal 2014.

Based upon current market conditions, we currently expect overall commodity inflation for our Pizza Hut operations in fiscal 2015 to be flat compared to 2014 and overall commodity inflation for our Wendy’s operations in fiscal 2015 to be approximately 3% to 4%.
Labor Cost
The restaurant industry is labor intensive and known for having a high level of employee turnover given low hourly wages and the part-time composition of the workforce. Direct labor is highly dependent on federal and state minimum wage rate legislation given the vast majority of workers are hourly employees whose compensation is either determined or influenced by the minimum wage rate. Certain states’ minimum wage rates are adjusted annually for inflation. These increases in state minimum wage rates are currently expected to increase direct labor expense by approximately $0.7 million in fiscal 2014. However, there are currently a number of federal and state initiatives and proposals to further increase minimum wage rates, which could be material to our operations. Labor costs for our Pizza Hut restaurants, to the extent that our delivery sales mix increases due to acquisition of units or customer preference, would be expected to increase due to the more labor intensive nature of the delivery transaction.
The federal government and several state governments have proposed or enacted legislation regarding health care, including legislation that in some cases requires employers to either provide health care coverage to their full-time employees, pay a penalty or pay into a fund that would provide coverage for them. We continue to evaluate the effects on our business of the Patient Protection and Affordable Care Act, which was signed into law on March 23, 2010, and the related Health Care and Education Reconciliation Act of 2010, which was signed into law on March 30, 2010 (collectively, the “Federal Health Care Acts”). The provisions of the Federal Health Care Acts having the greatest potential financial impact on us are scheduled to become effective in 2015. Based
upon our current evaluation, we expect that the Federal Health Care Acts will increase our future costs, but we are currently unable to quantify the amount of the impact with any degree of certainty.
Additionally, changes in federal labor laws and regulations relating to union organizing rights and activities could result in portions of our workforce being subjected to greater organized labor influence, thereby potentially increasing our labor costs, and could have a material adverse effect on our business, results of operations and financial condition.
Inflation and Deflation
Inflationary factors, such as increases in food and labor costs, directly affect our operations.
Significant increases in average gasoline prices in the regions in which we operate could increase our delivery driver reimbursement costs. We estimate that every $0.25 per gallon change in average gas prices in our markets impacts our annual operating results by approximately $0.7 million. However, as gas prices change, the impact upon our operations is somewhat mitigated for price increases by a transfer of sales from the delivery occasion to the carryout access mode, which is perceived as a higher value by consumers and benefits us with lower labor costs for the carryout transaction.
If the economy experiences deflation, which is a persistent decline in the general price level of goods and services, we may suffer a decline in revenues as a result of the falling prices. In that event, given our fixed costs and minimum wage requirements, it is unlikely that we would be able to reduce our costs at the same pace as any declines in revenues. Consequently, a period of prolonged or significant deflation would likely have a material adverse effect on our business, results of operations and financial condition. Similarly, if we reduce the prices we charge for our products as a result of declines in comparable store sales or competitive pressures, we may suffer decreased revenues, margins, income and cash flow from operations.

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Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our unaudited Consolidated Financial Statements. The preparation of these financial statements requires estimation and judgment that affect the reported amounts of revenues, expenses, assets, and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. If these estimates differ materially from actual results, the impact on the unaudited Consolidated Financial Statements may be material. Our critical accounting policies are available under Item 7 of our 2013 Form 10-K filed on March 7, 2014. There have been no significant changes with respect to these policies during the 39 weeks ended September 30, 2014.

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Results of Operations
The table below presents (i) comparable store sales indices, (ii) selected restaurant operating results as a percentage of net product sales and (iii) sales by occasion for the 13-week and 39-week periods ended September 30, 2014 and September 24, 2013:
 
13 Weeks Ended
 
39 Weeks Ended
Consolidated
September 30, 2014
 
September 24, 2013
 
September 30, 2014
 
September 24, 2013
Comparable store sales
(0.7
)%
 
(3.6
)%
 
(3.7
)%
 
(3.2
)%
Net product sales, (in thousands)
$
287,296

 
$
249,348

 
$
842,831

 
$
763,422

Fees and other income, (in thousands)
$
12,303

 
$
11,457

 
$
38,927

 
$
38,310

Net product sales
100
 %
 
100
 %
 
100
 %
 
100
 %
Direct restaurant costs and expenses:
 
 
 
 
 
 
 
Cost of sales
31.0
 %
 
29.7
 %
 
31.3
 %
 
29.2
 %
Direct labor
29.4
 %
 
29.2
 %
 
29.5
 %
 
28.7
 %
Other restaurant operating expenses
33.9
 %
 
32.9
 %
 
33.0
 %
 
31.8
 %
 
 
 
 
 
 
 
 
Pizza Hut
 
 
 
 
 
 
 
Comparable store sales
(0.7
)%
 
(3.6
)%
 
(3.7
)%
 
(3.2
)%
Net product sales, (in thousands)
$
239,524

 
$
241,341

 
$
732,115

 
$
755,415

Fees and other income, (in thousands)
$
12,303

 
$
11,457

 
$
38,927

 
$
38,310

Net product sales
100
 %
 
100
 %
 
100
 %
 
100
 %
Direct restaurant costs and expenses:
 
 
 
 
 
 
 
Cost of sales
30.4
 %
 
29.6
 %
 
30.9
 %
 
29.1
 %
Direct labor
29.5
 %
 
29.1
 %
 
29.6
 %
 
28.6
 %
Other restaurant operating expenses
35.0
 %
 
33.0
 %
 
33.7
 %
 
31.8
 %
 
 
 
 
 
 
 
 
Wendy’s
 
 
 
 
 
 
 
Comparable store sales
N/A(1)

 
N/A(1)

 
N/A(1)

 
N/A(1)

Net product sales, (in thousands)
$
47,772

 
$
8,007

 
$
110,716

 
$
8,007

Net product sales
100
 %
 
100
 %
 
100
 %
 
100
 %
Direct restaurant costs and expenses: