Wendy's 2013 Annual Report Download - page 116

THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(In Thousands Except Per Share Amounts)
Distributions of proceeds to noncontrolling interests
(h) Jurl, a 99.7% owned subsidiary, completed the sale of our investment in Jurlique in February 2012. Prior to
2009, when our predecessor entity was a diversified company active in investments, we had provided our Former
Executives, and certain other former employees, equity and profit interests in Jurl. In connection with the gain on
sale of Jurlique, we distributed, based on the related agreement, approximately $3,667 to Jurl’s minority
shareholders, including approximately $2,296 to the Former Executives during 2012. See Note 6 for further
discussion of the sale of Jurlique.
TimWen lease expense and management fees
(i) A wholly-owned subsidiary of Wendy’s leases restaurant facilities from TimWen for the operation of
Wendy’s/Tim Hortons combo units in Canada. Wendy’s paid TimWen $6,854, $6,880 and $6,803 under such
leases during 2013, 2012 and 2011, respectively, which have been included in “Costs of sales.” In addition,
TimWen paid Wendy’s a management fee under the TimWen joint venture agreement, of $267, $275 and $278
during 2013, 2012, and 2011, respectively, which has been included as a reduction to “General and
administrative.”
Other Related Party Transactions
During the third quarter of 2012, Matthew Peltz was appointed to the ARG Holding Corporation Board of
Directors. He is not currently receiving compensation as a director of ARG Holding Corporation. A subsidiary of the
Company owns 18.5% of the common stock of ARG Holding Corporation. Matthew Peltz is the son of the
Company’s Chairman of the Board.
As part of its overall retention efforts, The Wendy’s Company provided certain of its Former Executives and
current and former employees, the opportunity to co-invest with The Wendy’s Company in certain investments.
During 2013, The Wendy’s Company and certain of its former management had one remaining co-investment,
280 BT Holdings LLC (“280 BT”), a limited liability company formed to invest in certain operating entities. In early
2014, 280 BT received a liquidating distribution following the dissolution of its last investment. Upon receipt of the
liquidating distribution, 280 BT made a final, equivalent distribution to its members in accordance with the terms of
its operating agreement. The ownership percentages in 280 BT for the purpose of the distribution and as of
December 29, 2013 for The Wendy’s Company, the former officers of The Wendy’s Company and other investors
were 80.1%, 11.2% and 8.7%, respectively. 280 BT did not make any distributions to its members in 2013, 2012 or
2011.
(22) Legal and Environmental Matters
We are involved in litigation and claims incidental to our current and prior businesses. We provide accruals for
such litigation and claims when payment is probable and reasonably estimable. As of December 29, 2013, the
Company had accruals for all of its legal and environmental matters aggregating $3,675. We cannot estimate the
aggregate possible range of loss due to most proceedings being in preliminary stages, with various motions either yet
to be submitted or pending, discovery yet to occur, and significant factual matters unresolved. In addition, most cases
seek an indeterminate amount of damages and many involve multiple parties. Predicting the outcomes of settlement
discussions or judicial or arbitral decisions is thus inherently difficult. Based on currently available information,
including legal defenses available to us, and given the aforementioned accruals and our insurance coverage, we do not
believe that the outcome of these legal and environmental matters will have a material effect on our consolidated
financial position or results of operations.
112