WEN » Topics » Restricted Shares

This excerpt taken from the WEN 10-K filed Mar 1, 2007.

Restricted Shares

On March 14, 2005, the Company granted certain officers and key employees 149,155 and 731,411 Restricted Shares (see Note 1) of Class A Common Stock and Class B Common Stock, respectively, under one of its Equity Plans. The Restricted Shares vest or vested ratably over three years, subject to meeting, in each case, certain increasing Class B Common Share market price targets of between $12.09 and $16.09 per share, or to the extent not previously vested, on March 14, 2010 subject to meeting a Class B Common Share market price target of $18.50 per share. On March 14, 2006, the closing market price of the Class B Common Stock was $16.65 per share, resulting in the vesting of one-third of the then outstanding Restricted Shares. The prices of the Company’s Class A and Class B Common Stock on the March 14, 2005 grant date were $15.59 and $14.75 per share, respectively. Prior to January 2, 2006, the Company’s Restricted Shares were accounted for as variable plan awards since they vested only if the Company’s Class B Common Stock met certain market price targets. The Company measured compensation cost for its Restricted Shares by estimating the expected number of shares that will ultimately vest based on the market price of its Class B Common Stock at the end of each year. Based on the market prices of the Company’s Class A and Class B Common Stock as of January 1, 2006, the Company recognized aggregate unearned compensation of $11,602,000 in the “Unearned compensation” component of “Stockholders’ equity” with an equal offsetting increase in “Additional paid-in

131


Triarc Companies, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

December 31, 2006

capital.” Such unearned compensation was recognized ratably as compensation expense over the vesting period of the related Restricted Shares and prior to the adoption of SFAS 123(R) was adjusted retrospectively based on the market price of the Class B Common Stock at the end of each period through January 1, 2006. Upon adoption of SFAS 123(R) effective January 2, 2006, the Company reversed the related unamortized “Unearned compensation” balance of $5,551,000 with an equal offsetting reduction of “Additional paid-in capital” and commenced recognizing the remaining fair value of the Restricted Stock of $6,535,000, based on the original March 14, 2005 grant date fair value, as compensation expense ratably over the remaining vesting periods, with an equal offsetting increase in “Additional paid-in capital.”

A summary of changes in the Company’s nonvested Restricted Shares as of and for the year ended December 31, 2006 is as follows:

 

 

 

 

 

 

 

 

 

 

 

Class A Common Stock

 

Class B Common Stock

 

Shares

 

Grant Date
Fair Value

 

Shares

 

Grant Date
Fair Value

Granted during 2005

 

 

 

149,155

   

 

$

 

15.59

   

 

 

731,411

   

 

$

 

14.75

 

Forfeited during 2005

 

 

 

 

 

 

(1,491

)

 

 

 

 

14.75

 

 

 

 

 

 

 

 

 

 

Nonvested at January 1, 2006

 

 

 

149,155

   

 

 

15.59

   

 

 

729,920

   

 

 

14.75

 

Vested during 2006

 

 

 

(49,718

)

 

 

 

 

15.59

   

 

 

(243,305

)

 

 

 

 

14.75

 

Forfeited during 2006

 

 

 

 

 

 

(994

)

 

 

 

 

14.75

 

 

 

 

 

 

 

 

 

 

Nonvested at December 31, 2006

 

 

 

99,437

   

 

 

15.59

   

 

 

485,621

   

 

 

14.75

 

 

 

 

 

 

 

 

 

 

The total fair value of Restricted Shares which vested during 2006 was $4,936,000 as of the March 14, 2006 vesting date.

This excerpt taken from the WEN 10-K filed Apr 3, 2006.

Restricted Shares

       On March 14, 2005, the Company granted certain officers and key employees 149,155 and 731,411 Restricted Shares of Class A Common Stock and Class B Common Stock, respectively, under one of its Equity Plans, of which 149,155 and 729,920, respectively, were outstanding as of January 1, 2006. The Restricted Shares vest ratably over three years, subject to meeting, in each case, certain Class B Common Share market price targets of between $12.09 and $16.09 per share, or to the extent not previously vested, on March 14, 2010 subject to meeting a Class B Common Share market price target of $18.50 per share. On March 14, 2006, the closing market price of the Class B Common Stock was $16.65 per share, resulting in the vesting of one-third of the outstanding Restricted Shares. The prices of the Company's Class A and Class B Common Stock on the March 14, 2005 grant date were $15.59 and $14.75 per share, respectively. The Company's Restricted Shares are accounted for as variable plan awards since they vest only if the Company's Class B Common Stock meets certain market price targets. The Company measures compensation cost for its Restricted Shares by estimating the expected number of shares that will ultimately vest based on the market price of its Class B Common Stock at the end of each period. Based on the Company's market prices of its Class A and Class B Common Stock as of January 1, 2006, the Company charged aggregate unearned compensation of $11,602,000 to the “Unearned compensation” component of “Stockholders' equity” with an equal offsetting increase in “Additional paid-in capital.” Such unearned compensation is recognized ratably as compensation expense over the vesting period of the related Restricted Shares and prior to the adoption of SFAS 123(R) was adjusted retrospectively based on the market price of the Class B Common Stock at the end of each period. During the year ended January 1, 2006, the Company recognized related compensation expense of $6,051,000 included in “General and administrative, excluding depreciation and amortization” expense in the accompanying 2005 consolidated statement of operations.

128


Triarc Companies, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
January 1, 2006

EXCERPTS ON THIS PAGE:

10-K
Mar 1, 2007
10-K
Apr 3, 2006

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