Exhibit 99.1

VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

WENDCHARLES I, LLC

FINANCIAL STATEMENTS

DECEMBER 25, 2011 AND DECEMBER 26, 2010

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VRONA & VAN SCHUYLER CPAS, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

ADMIN@VRONAVANSCHUYLERCPA.COM

WWW.VRONAVANSCHUYLERCPA.COM

 

240 LONG BEACH ROAD ISLAND PARK, NY 11558-1541 TEL: 516-670-9479 FAX: 516-670-9477		240 WEST 35TH ST. STE 300 NEW YORK. NY 10001-2506 TEL: 212-868-3750 FAX: 212-868-3727

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

The Members

Wendcharles I, LLC

27 Central Avenue

Cortland, New York 13045

We have reviewed the accompanying statement of assets, liabilities and members’ capital-income tax basis of Wendcharles I, LLC as of December 25, 2011 and December 26, 2010 and the related statements of revenues and expenses-income tax basis, members’ capital-income tax basis and cash flows-income tax basis for years then ended. A review includes primarily applying analytical procedures to management’s financial data and making inquiries of company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion.

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the income tax basis for accounting and for designing, implementing, and maintaining internal control relevant to the preparation and fair presentation of the financial statements.

Our responsibility is to conduct the review in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. Those standards require us to perform procedures to obtain limited assurance that there are no material modifications that should be made to the financial statements. We believe that the results of our procedures provides a reasonable basis for our report.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with the income tax basis of accounting, as described in Note 1.

 

CERTIFIED PUBLIC ACCOUNTANTS

January 21, 2012

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VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles I, LLC

Statement of Assets, Liabilities and Members’ Capital-Income Tax Basis

December 25, 2011 and December 26, 2010

 

		2011				2010
ASSETS
Current assets:
Cash (Note 1I)		$	463,628			$	381,703
Inventories—(Note 1C)			100,413				84,183
Prepaid expenses and other current assets			0				1,812
Total current assets			564,041				467,698
Property and equipment—(Notes 1D and 2)			817,610				1,108,376
Other assets:
Goodwill, net of accumulated amortization of $437,843 in 2011 and $306,489 in 2010—(Note 1E)			2,189,216				2,320,570
Deferred costs, net of accumulated amortization of $52,686 in 2011 and $36,878 in 2010—(Note 1F)			50,728				66,536
Deposits			16,765				16,765
Total other assets			2,256,709				2,403,871
TOTAL ASSETS		$	3,638,360			$	3,979,945
LIABILITIES AND MEMBERS’ CAPITAL
Current liabilities:
Current maturities of long-term debt—(Note 3)		$	169,498			$	122,507
Accounts payable and accrued expenses			1,054,502				945,265
Total current liabilities			1,224,000				1,067,772
Long-term debt, less current maturities—(Note 3)			1,655,501				1,712,760
Total liabilities			2,879,501				2,780,532
Commitments and contingencies—(Notes 3, 4, 5 and 6)			—				—
Members’ capital—(Notes 1A, 5 and 6B)			758,859				1,199,413
TOTAL LIABILITIES AND MEMBERS’ CAPITAL		$	3,638,360			$	3,979,945

See accountants’ review report and notes to the financial statements.

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VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles I, LLC

Statement of Revenues and Expenses–Income Tax Basis

For the Years Ended December 25, 2011 and December 26, 2010

 

		2011				2010
Sales		$	13,659,916			$	13,378,747
Cost of sales			4,196,825				4,094,186
Gross profit			9,463,091				9,284,561
Labor expenses			4,640,763				4,688,198
Store operating and occupancy expenses			2,890,129				2,901,803
General and administrative expenses			720,688				678,493
Advertising expenses—(Note 4A)			674,827				631,966
Royalty expense—(Note 4A)			546,397				535,150
Depreciation and amortization—(Notes 1D, 1E, and 1F)			675,912				572,821
Interest expense—(Note 3)			52,783				58,359
Total operating expenses			10,201,499				10,066,790
Operating income (loss)			(738,408	)			(782,229	)
Gain/(loss) on sale/(disposal) of assets			(4,380	)			(8,047	)
Workers’ compensation refund			450,000				670,000
Other income			20,024				156,843
Excess(deficiency) of revenues over expenses—(Note 1G)		$	(272,764	)		$	36,567

See accountants’ review report and notes to the financial statements.

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VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles I, LLC

Statement of Members’ Capital—Income Tax Basis

For the Years Ended December 25, 2011 and December 26, 2010

 

Members’ Capital, December 27, 2009		$	1,346,616
Excess (deficiency) of revenues over expenses December 26, 2010			36,567
Distributions paid to members			(183,770	)
Members’ Capital, December 26, 2010			1,199,413
Excess (deficiency) of revenues over expenses December 25, 2011			(272,764	)
Distributions paid to members			(167,790	)
Members’ Capital, December 25, 2011		$	758,859

See accountants’ review report and notes to the financial statements.

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VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles I, LLC

Statement of Cash Flows—Income Tax Basis

For the Years Ended December 25, 2011 and December 26, 2010

 

		2011				2010
Cash flows from operating activities:
Excess(deficiency) of revenues over expenses		$	(272,754	)		$	36,567
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization			675,912				572,821
Decrease (increase) in inventories			(16,230	)			8,431
Decrease (increase) in prepaid expenses and other current assets			1,812				(1,812	)
Increase (decrease) in accounts payable, accrued expenses and taxes			109,237				(197,857	)
(Gain)/loss on (sale)/disposal of assets			4,380				8,047
Total adjustments			775,111				389,630
Net cash provided by operating activities			502,357				426,197
Cash flows from investing activities:
Capital expenditures, tangible and intangible assets			(242,374	)			(262,262	)
Net cash provided by (used in) investing activities			(242,374	)			(262,262	)
Cash flows from financing activities:
Repayments of note payable			(130,268	)			(109,657	)
Members’ distributions			(167,790	)			(183,770	)
Redemption of member’s interest			0				0
Proceeds from debt			120,000				250,000
Net cash provided by (used in) financing activities			(178,058	)			(43,427	)
Net increase (decrease) in cash			81,925				120,508
Cash, beginning of period			381,703				261,195
Cash, end of period		$	463,628			$	381,703
Additional Cash Flow Information:
Interest paid during the year		$	52,863			$	53,199

See accountants’ review report and notes to the financial statements.

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VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles I, LLC

Notes to the Financial Statements

December 25, 2011 and December 26, 2010

Note 1—Summary of Significant Accounting Policies

 

(A)

The Company:

Wendcharles I, LLC was formed on June 24, 2008 pursuant to the South Carolina Code of Laws to acquire, own and operate eleven existing Wendy’s Old Fashioned Hamburger Restaurants in the Charleston, South Carolina metropolitan area. As part of the same overall transaction, another South Carolina limited liability company, Wendcharles II, LLC, affiliated with the Company by certain common management and ownership interests, acquired six other existing Wendy’s Old Fashioned Hamburger Restaurants in and proximate to North Charleston. The restaurants were all acquired from one unrelated seller for an aggregate purchase price of $5,760,000, less net adjustments to the Company of approximately $14,000. The Company’s recorded goodwill in the amount of approximately $4,060,000. The purchase price was financed principally by a $3,500,000 loan from Bank of America, with the balance provided by capital contributions of the members. The acquisition closed and restaurant operations commenced on September 16, 2008.

The leases for the eleven leasehold estates, all in South Carolina, were assigned to the Company from different lessors. Four locations each are in Charleston and North Charleston and three are in Mt. Pleasant as follows: Charleston: 1721 Sam Rittenberg Boulevard; 194 Cannon Street; 343 Folly Road; and 5275 International Blvd; North Charleston: 4113 Rivers Avenue; 5115 Dorchester Rd; 9145 University Blvd; and 4892 Ashley Phosphate Road; Mt Pleasant: 361 Highway 17 By-Pass; 935 Chuck Dawley Boulevard; and 596 Long Point Road. (See Note 4B).

The Company is to continue in perpetuity, except it is to be dissolved as a result of the sale of all business operations or the sale of all or substantially all of its assets, in each of such cases upon the receipt of the consideration therefor in cash or the reduction to cash of non-cash consideration, or upon the occurrence of certain events as set forth in the operating agreement. (See Note 5B).

The Company currently operates eleven restaurants, all of which are leased.

 

(B)

Income Tax Basis of Accounting:

The Company is treated as a partnership for Federal and South Carolina income tax purposes. The accompanying financial statements have been prepared on the basis of accounting used to prepare the Company’s federal partnership return. Such other comprehensive basis of accounting differs from generally accepted accounting principles. Accordingly, the accompanying financial statements are not intended to present financial position and results of operations in accordance with generally accepted accounting principles.

 

(C)

Inventories:

Inventories represent food and supplies and are stated at cost.

See accountants’ review report.

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VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles I, LLC

Notes to the Financial Statements

December 25, 2011 and December 26, 2010

 

Note 1—Summary of Significant Accounting Policies – (Continued):

 

(D)

Property, Equipment and Depreciation:

Property and equipment are stated at cost. Depreciation is provided by application of the straight-line method over depreciable lives as follows:

 

Land improvements		15 years
Leasehold improvements		15 to 39 years
Restaurant equipment		5 to 7 years
Automobile		5 years

If it had qualifying property placed in service during the year, the Company has taken additional depreciation deductions in accordance with the federal government’s enactment of the Economic Stimulus Act of 2008, amended by the American Recovery and Reinvestment Act of 2009, the Small Business Jobs Act of 2010, and the Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act of 2010.

 

(E)

Goodwill:

Goodwill, representing the excess of the purchase price over the fair value of the assets acquired, is amortized over fifteen years.

 

(F)

Deferred Costs:

The Company capitalized the costs incurred in obtaining its financing and its leases. These costs are amortized over the life of the loan.

 

(G)

Income Taxes:

The Company was organized as a Limited Liability Company under the laws of South Carolina and is not subject to any federal or state income tax. For federal and South Carolina income tax purposes, the Company is treated as a partnership. Accordingly, each member is required to report on his federal and applicable state income tax return his distributive share of all items of income, gain, loss, deduction, credit and tax preference of the Company for any taxable year, whether or not any cash distribution has been or will be made to such member.

The Company’s tax returns are subject to examination by the Federal and State taxing authorities. The tax laws, rules and regulations governing these returns are complex, technical and subject to varying interpretations. If an examination required the Company to make adjustments, the profit or loss allocated to the members would be adjusted accordingly.

Although income tax rules are used to determine the timing of the reporting revenues and expenses, non-taxable and non-deductible expenses are included in the determination of net income in the accompanying financial statements.

 

See accountants’ review report.

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VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles I, LLC

Notes to the Financial Statements

December 25, 2011 and December 26, 2010

 

Note 1—Summary of Significant Accounting Policies – (Continued):

 

(H)

Fiscal Year:

The Company’s annual accounting period is a fiscal year ending on the last Sunday of December.

 

(I)

Cash:

The Company maintains its cash in various banks. The accounts at each bank are guaranteed by the Federal Deposit Insurance Corporation, to a maximum of $250,000. At any time during the year, the cash balance may exceed $250,000.

 

(J)

Use of Estimates:

The preparation of financial statements in conformity with the income tax accrual basis of accounting requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from these estimates.

 

(K)

Advertising:

The Company expenses all advertising costs when incurred.

Note 2— Property and Equipment

Property and equipment consist of the following:

 

		2011				2010
Land improvements		$	62,541			$	62,541
Leasehold improvements			943,511				869,747
Restaurant equipment			1,731,357				1,576,123
Construction in progress			2,416				0
Automobile			4,940				4,940
Total			2,744,765				2,513,351
Less: Accumulated depreciation			1,927,155				1,404,975
Property and equipment, net		$	817,610			$	1,108,376

Note 3—Acquisition Debt

At the closing of the purchase transaction, the Company and its affiliate, Wendcharles II, LLC, jointly obtained a $3,500,000 loan from Bank of America, with interest at a floating rate, initially equal to the thirty-day adjusted LIBOR plus 250 basis points for the period commencing on the closing date until four quarterly financial reports have been submitted and reviewed in accordance with the loan agreement and, thereafter, equal to the thirty day adjusted LIBOR plus a margin based on the funded debt to earnings before interest, taxes depreciation and amortization (“EBITDA”) ratio. Based on the relative values of the leasehold interests acquired, $1,800,000 and $1,700,000, representing 51% and 49%, respectively, of the total principal amount, were recorded on the books of the Company and its affiliate, although they are jointly and severally liable for the loan.

 

See accountants’ review report.

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VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles I, LLC

Notes to the Financial Statements

December 25, 2011 and December 26, 2010

 

Note 3—Acquisition Debt – (Continued):

 

A combined initial payment of interest only of $7,277, based on LIBOR of 2.49%, set two business days before the closing date was due and paid on October 1, 2008. Beginning on November 1, 2008 and ending on August 1, 2015, monthly payments of interest and principal are due in an amount sufficient to amortize the loan over 13.5 years. LIBOR is adjusted on the first business day of each month. The loan matures on August 16, 2015. The loan may be prepaid at any time upon five days written notice, in minimum increments of $250,000, provided the Companies pay any costs incurred by the bank in the termination of any interest swap agreements between the parties.

The Loan was guaranteed by two of the Companies three managing members until the later occurrence of one year from the closing date or the date the Companies achieve a combined funded debt to EBITDA ratio of less than 3.75 to 1.00 for two consecutive quarters. (See Note 4C). The guarantee was released by the lender on March 31, 2010.

The loan is secured by all the assets of each company. The agreement contains various standard affirmative and negative covenants as well as certain formula-based covenants. At December 31, 2011, the companies were not in compliance with the formula-based covenants.

The Company’s share of the estimated aggregate annual principal amounts required on the note through maturity are as follows: 2012: $106,851; 2013: $112,491; 2014: $119,432; and 2015: $1,158,701.

On March 17, 2010, the Company borrowed $250,000 from Wen-Restaurants LLC (a related company, see note 6C) . Repayment terms are $2,440 per month including interest at 3.25% per annum. The note matures in April 2020.

Aggregate principal payments are as follows:

 

2012		$	22,647
2013			23,396
2014			24,168
2015			24,967
2016			25,791
Thereafter			93,222
		$	214,191

In October 2011 the Company borrowed $120,000 from M&T Bank. Repayment terms are $3,333 per month for 36 months plus interest at 3.25%.

The annual principle payments are as follows:

 

2012		$	40,000
2013			40,000
2014			33,333
Thereafter		$	113,333

 

See accountants’ review report.

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VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles I, LLC

Notes to the Financial Statements

December 25, 2011 and December 26, 2010

 

Note 4—Commitments and Contingencies

 

(A)

Franchise Agreement Commitments:

The Company is the franchisee for the eleven Wendy’s restaurants it owns and operates. The franchise agreements obligate the Company to pay to Wendy’s International a monthly royalty equal to 4% of the gross sales of each restaurant, or $250, whichever is greater. The Company must also pay to Wendy’s National Advertising Program 3% of the gross sales and spend not less than 1% of the gross sales of each restaurant for local and regional advertising.

 

(B)

Minimum Operating Lease Commitments:

The lease for the restaurant located at 1721 Sam Rittenberg Blvd in Charleston has a primary term that expires on November 6, 2021 and includes two five-year renewal options. The annual rent is $76,920 for all terms of the lease. In addition the Company is required to pay percentage rent equal to 7% of gross sales in excess of $662,665.

The lease for the restaurant located at 4113 Rivers Ave in North Charleston has a primary term that expires on March 31, 2025 and includes two five-year renewal options. The current annual rent for the lease is $103,837 through March 31, 2012. At that time and on each April 1 thereafter, annual rent will be increased by the previous year’s annual rent multiplied by 1%.

The lease for the restaurant located at 194 Canon Street in Charleston had a primary term that expired on September 14, 2004. The current term expires on September 14, 2014 and includes two remaining five-year renewal options. The annual rent is $131,560 for all terms of the lease. In addition the Company is required to pay percentage rent equal to 5% of gross sales in excess of $1,087,872.

The lease for the restaurant located at 343 Folly Road in Charleston has a primary term that expires on November 6, 2021 and includes two five-year renewal options. The annual rent is $70,200 for all terms of the lease. In addition the Company is required to pay percentage rent equal to 7% of gross sales in excess of $589,488.

The lease for the restaurant located at 5115 Dorchester Road in North Charleston has a primary term that expires on March 31, 2025 and includes two five-year renewal options. The current annual rent for the lease is $100,769 through March 31, 2012. At that time and on each April 1 thereafter, annual rent will be increased by the previous year’s annual rent multiplied by 1%.

The lease for the restaurant located at 361 Hwy 17 Bypass in Mt Pleasant has a primary term that expires on November 6, 2021 and includes two five-year renewal options. The annual rent is $77,280 for all terms of the lease. In addition the Company is required to pay percentage rent equal to 7% of gross sales in excess of $750,000.

 

See accountants’ review report.

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VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles I, LLC

Notes to the Financial Statements

December 25, 2011 and December 26, 2010

 

Note 4—Commitments and Contingencies – (Continued):

 

(B)

Minimum Operating Lease Commitments – continued:

The lease for the restaurant located at 935 Chuck Dawley Blvd in Mt Pleasant had a primary term that expired on September 9, 1996. The current term expires on September 9, 2016. The annual rent is $97,020 for the remainder of the current term. In addition the Company is required to pay percentage rent equal to 6% of gross sales in excess of base rent.

The lease for the restaurant located at 9145 University Blvd in North Charleston has a primary term that expires on March 31, 2025 and includes two five-year renewal options. The current annual rent for the lease is $105,452 through March 31, 2012. At that time and on each April 1 thereafter, annual rent will be increased by the previous year’s annual rent multiplied by 1%.

The lease for the restaurant located at 4892 Ashley Phosphate Road in North Charleston has a primary term that expires on March 31, 2025 and includes two five-year renewal options. The current annual rent for the lease is $100,168 through March 31, 2012. At that time and on each April 1 thereafter, annual rent will be increased by the previous year’s annual rent multiplied by 1%.

The lease for the restaurant located at 596 Long Point Road in Mt Pleasant has a primary term that expires on March 31, 2025 and includes two five-year renewal options. The current annual rent for the lease is $97,328 through March 31, 2012. At that time and on each April 1 thereafter, annual rent will be increased by the previous year’s annual rent multiplied by 1%

The lease for the restaurant located at 5275 International Blvd in North Charleston has a primary term that expires on April 30, 2027 and includes four five-year renewal options. The current annual rent for the lease is $123,000 through June 30, 2013. At that time and on each five year anniversary thereafter, annual rent will be increased by the previous year’s annual rent multiplied by 5%.

The Company is required to pay all realty taxes, insurance, routine maintenance and common charges for the above leases.

Rent expense was $1,198,666 in 2011 and $1,178,207 in 2010 including percentage including percentage rent of $123,990 in 2011 and $110,824 in 2010.

Future annual minimum rentals are as follows:

 

2012		$	1,084,330
2013			1,092,488
2014			1,061,961
2015			974,323
2016			949,646
Thereafter			7,076,284
		$	12,239,032

 

See accountants’ review report.

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VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles I, LLC

Notes to the Financial Statements

December 25, 2011 and December 26, 2010

 

Note 4—Commitments and Contingencies – (Continued):

 

(C)

Financial and Operational Advisory Services Agreement:

The Company has a financial and operational advisory services agreement with three of its corporate officers. The agreement provides for these officers to: Consult with and advise the Company on applicable financial and/or operational matters and if required by the Company’s debt, lease or franchise agreements, to which they are signatories, to remain ready, willing and able to maintain such status for the benefit of the Company, except where such guarantees are not needed; and remain able to provide such additional personal guarantees as, within their sole discretion, may reasonably be necessary to maintain the business of the Company. The initial term expires December 2011, and is automatically renewable annually thereafter, as long as the Company remains in business. The agreement also provides for the reimbursement of reasonable expenses incurred by the individuals in fulfilling their duties. The aggregate annual fee under this agreement is $42,000. (See Note 6).

Note 5—Capitalization and Operating Agreement

 

(A)

Capitalization:

The Company’s initial capitalization consisted of 800 units, of which 42 and 32 were sold to two managing members at $100 per unit, or $ 7,400 in the aggregate, and 80 units were sold to the third managing member at $125 per unit, or $10,000 in the aggregate. Of the remaining 646 units, 67 were sold at $100 per unit, or $6,700 in the aggregate, and 579 units were sold at per unit contributions of $4,700 totaling $2,721,300. All contributions totaled $2,745,400. (See Note 5B).

 

(B)

Operating Agreement:

All purchasers of membership interests are parties to the Company’s operating agreement which provides for the capitalization and operation of the Company, distributions to members and transfers of interests. Members’ consents representing 75% of all membership interests are required for the following actions: Change in the operating agreement; voluntary dissolution; sale or exchange of substantially all assets; merger or consolidation; incurrence of debt or refinancing other than in the ordinary course of business or in connection with entering new or unrelated businesses; and removal of a manager, for cause. Members are not required to make up negative capital accounts. Distributions either from cash flow generated by operations or capital transactions (as defined) other than capital contributions are made at the sole discretion of the managers, acting unanimously. Managers are elected by the members. Outside liens against membership interests are prohibited. For permitted transfers of membership interests, book value is equal to assets less liabilities using the income tax method/accrual basis of accounting, except for transfers involving the interest owned by the Company’s President, in which case a special valuation adjustment is required through August 2013.

 

See accountants’ review report.

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VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles I, LLC

Notes to the Financial Statements

December 25, 2011 and December 26, 2010

 

Note 5—Capitalization and Operating Agreement – (Continued):

 

(B)

Operating Agreement:

Members wishing to sell their interests shall submit their request in writing, together with appropriate documentation setting forth the terms of such sale, to the managing members, who within thirty days and at their sole discretion, shall approve or disapprove of such sale. If not approved, the managing members within fourteen additional days may elect to have the Company purchase the offered units at the stated terms. Such action by the managing members is to be by simple majority. If the managing members determine that the offered interests are not to be redeemed by the Company, then the interests shall be offered to the remaining members of the Company, pro-rata at the same offered terms, who will have 14 additional days to purchase the offered shares. If the interests are not purchased by the members, then they may be sold to the third-party purchaser at the offered terms, but the purchaser must become bound by the terms of the operating agreement. Membership interests may also be transferred to family members or trusts or by reason of death or incompetence.

In the event of a termination of a member’s interest by death, retirement, resignation, expulsion, bankruptcy, incompetence, or in the case of a member that is not a natural person—dissolution, the Company must be dissolved unless it is continued by the consent of all the remaining members. Non-consenting members are deemed to offer and authorized representatives or trustees of deceased or bankrupt members may offer the applicable membership interest, first to the Company, and then to the consenting (continuing) members. In such case, the offered interests must be purchased by either the Company or one or more of the consenting members. Such purchases, unless made by the Company, are to be made prorata to the existing interests of purchasing members, unless they agree otherwise or there is only one purchasing member.

In any event, all offered interests of non-consenting members or by the estate, trustee, etc. of deceased or bankrupt members, etc. must be purchased by the Company or one or more consenting members or the Company must be dissolved and liquidated.

Note 6—Related Party Transactions

 

(A)

Financial and Operational Advisory Services:

The Company paid two of its three managing members and a third individual a total of $42,000 in 2011 and $42,000 in 2010 pursuant to a financial and operational advisory services agreement.

 

(B)

Redemption of Membership Interest:

In October 2009 the Company redeemed one member’s .125% membership interest for $2,000.

 

See accountants’ review report.

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VRONA & VAN SCHUYLER CPAs, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Wendcharles I, LLC

Notes to the Financial Statements

December 25, 2011 and December 26, 2010

 

Note 6—Related Party Transactions – (Continued):

 

(C)

Note Payable:

In March 2010 the Company borrowed $250,000 from Wen-Restaurants Associates L.P. Both Companies have common owners but are not under common control.

Note 7—Pension Plan

The Company maintains a qualified cash or deferred compensation plan under section 401(K) of the Internal Revenue Code. Under the plan, employees may elect to defer up to (15%) of their salary, subject to Internal Revenue Service limits. A discretionary matching contribution may be made by the Company and added to each participant’s account. Company contributions for the plan amounted to $0 for 2011 and $0 for 2010.

Note 8—Subsequent Event

On December 26, 2011 the restaurant located at 1721 Sam Rittenberg Blvd in Charleston was sold by the Company to it’s affiliate Wendcharles II for $66,922 representing the net asset value of the restaurant.

 

See accountants’ review report.