Wendy's 2009 Annual Report Download - page 135

result of TASCO’s usage of the aircraft. We will continue to be responsible for calendar-based maintenance and
any extraordinary and unscheduled repairs and/or maintenance for the aircraft, as well as insurance and other
costs. The Aircraft Lease Agreement may be terminated by us without penalty in the event we sell the aircraft
to a third party, subject to a right of first refusal in favor of the Management Company with respect to such a
sale.
The agreements entered into during 2009 discussed above were negotiated and approved by the Audit
Committee of our Board of Directors, which was advised in the process by independent outside counsel.
RTM Acquisition
During 2007 the Company paid $1,600 to settle a post-closing purchase price adjustment provided for in
the agreement and plan of merger pursuant to which the Company acquired RTM. The sellers of RTM
included certain current officers of a subsidiary of the Company and a former director of the Company. The
Company reflected such payment as an increase in “Goodwill.”
Charitable contributions to The Arby’s Foundation Inc.
During 2009 and 2008 the Company paid $500 of expenses on behalf of The Arby’s Foundation, Inc. (the
“Foundation”) a not-for-profit charitable foundation in which the Company has non-controlling representation
on the board of directors, primarily utilizing funds reimbursed to it by one of the beverage companies used by
Arby’s as provided by their contract. In 2007 the Company made charitable contributions of $575 to the
Foundation. All such amounts are included in “General and administrative.” The Company did not make any
charitable contributions to the Foundation in 2009 or 2008.
Charitable contributions to the Dave Thomas Foundation for Adoption
In 2008, the Company pledged $1,000 to be paid in equal annual installments over a five year period to
be donated to the Dave Thomas Foundation for Adoption, a related party. Payments of $200 were made in
2009 and 2008. The amount pledged was recorded in “General and administrative” in 2008.
Wendy’s executive officers
On September 29, 2008, J. David Karam, a minority shareholder, director and former president of Cedar
Enterprises, Inc., which directly or through affiliates is a Wendy’s franchisee operator of 133 Wendy’s
restaurants as of January 3, 2010 and December 28, 2008, became President of Wendy’s. In connection with
Mr. Karam’s employment, Mr. Karam resigned as a director and president of Cedar Enterprises, Inc. but
retained his minority ownership. After the Wendy’s Merger, we recorded $6,240 and $1,801 in royalties and
$4,633 and $1,339 in advertising fees in 2009 and 2008, respectively, from Cedar Enterprises and its affiliates
as a franchisee of Wendy’s. Cedar Enterprises, Inc. and its affiliates also received $175 and $75 in remodeling
incentives in 2009 and 2008 (the period from September 29, 2008 through December 28, 2008), respectively,
from Wendy’s pursuant to a program generally available to Wendy’s franchisees.
Mr. Karam was also a minority investor in two other Wendy’s franchisee operators, Emerald Food, Inc.
and Diamond Foods, L.L.C., which, at the time, were operators of 44 and 16 Wendy’s restaurants, respectively.
Mr. Karam disposed of his interests in these companies effective November 5, 2008.
Supply chain relationship agreement
During the 2009 fourth quarter, Wendy’s and its franchisees entered into a purchasing co-op relationship
agreement (the “Co-op Agreement”) to establish a new Wendy’s purchasing co-op, Quality Supply Chain Co-
op, Inc. (“QSCC”). QSCC now manages food and related product purchases and distribution services for the
Wendy’s system in the United States and Canada. Through QSCC, Wendy’s and Wendy’s franchisees purchase
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Wendy’s/Arby’s Group, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(In Thousands Except Per Share Amounts)