Wendy's 2012 Annual Report Download - page 110

THE WENDY’S COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED
(In Thousands Except Per Share Amounts)
June 30, 2011). Under the Aircraft Lease Agreement, TASCO paid $10 per month for such aircraft plus
substantially all operating costs of the aircraft including all costs of fuel, inspection, servicing and certain storage,
as well as operational and flight crew costs relating to the operation of the aircraft, and all transit maintenance
costs and other maintenance costs required as a result of TASCO’s usage of the aircraft. The Wendy’s Company
continued 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.
On June 29, 2011, The Wendy’s Company and TASCO entered into an agreement to extend the Aircraft Lease
Agreement for an additional one year period (expiring on June 30, 2012) and an increased monthly rent of $13.
On June 30, 2012, The Wendy’s Company and TASCO entered into an extension of that lease agreement that
extended the lease term to July 31, 2012 and effective as of August 1, 2012, entered into an amended and
restated aircraft lease agreement (the “2012 Lease”) that will expire on January 5, 2014. Under the 2012 Lease, all
expenses related to the ownership, maintenance and operation of the aircraft will be paid by TASCO, subject to
the limitation that if the amount of annual ongoing maintenance, hangar, insurance and other expenses, or the
estimated amount of other scheduled maintenance expenses, exceeds the amounts stated in the 2012 Lease, then
TASCO can either pay such amounts or terminate the 2012 Lease. In addition, if extraordinary and/or
unscheduled repairs and/or maintenance for the aircraft become necessary and the estimated cost thereof exceeds
the amount stated in the 2012 Lease, then TASCO can either pay such amounts or terminate the 2012 Lease. In
the event of termination, TASCO will not be obligated to perform or pay for such repairs and/or maintenance
following the date of termination. Under the previous Aircraft Lease Agreement, the Company recorded lease
income of $92, $138 and $120 during 2012, 2011 and 2010, respectively, as a reduction of “General and
administrative.”
(g) On June 10, 2009, The Wendy’s Company and the Management Company entered into a liquidation services
agreement (the “Liquidation Services Agreement”) pursuant to which the Management Company assisted us in
the sale, liquidation or other disposition of our cost investments and DFR Notes. The Liquidation Services
Agreement required The Wendy’s Company to pay the Management Company a fee of $900 in two installments
in June 2009 and 2010, which was deferred and amortized through its June 30, 2011 expiration date. Related
amortization of $220 and $441 was recorded in “General and administrative” in 2011 and 2010, respectively.
(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 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.
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. The
Wendy’s Company and certain of its former management have one remaining co-investment, 280 BT, which is a
limited liability holding company principally owned by The Wendy’s Company and former company management
that, among other things, invested in operating companies. No distributions were received in 2012, 2011 or 2010.
The ownership percentages in 280 BT as of December 30, 2012 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.
As a result of the sale of Arby’s, Arby’s and its affiliates are no longer considered related parties. Prior to the sale,
the transactions between Arby’s and its non-consolidated affiliates were not material.
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