exhibit99-1_01022011.htm

TIMWEN Partnership
Notes to Financial Statements
January 2, 2011 and January 3, 2010


1.	Nature of operations
	The TIMWEN Partnership is between Barhav Developments Limited (a wholly owned subsidiary of TDL Group Corp. Ltd. (TDL)) and Wendy's Restaurants of Canada Inc. (WROC), and was formed in 1995. The partnership develops and leases restaurant facilities to WROC and TDL.
	Fiscal Year
	The partnership's fiscal year ends on the Sunday nearest to December 31. The 2010 and 2009 fiscal years consisted of 52 weeks and 53 weeks, respectively.

2.	Summary of significant accounting policies partnership accounts

	Partnership accounts
	The accompanying financial statements include only the assets and liabilities of the business carried on under the name of TIMWEN partnership and do not include the other assets, liabilities, revenues and expenses of the partners. No provision for income taxes has been made in these financial statements since earnings of the partnership are taxable in the hands of the partners.

	Basis of presentation
	The partnership prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (US GAAP). In the opinion of management, the partnership's financial statements and accompanying notes to the financial statements contain all adjustments (all of which are normal and recurring in nature, other than the item described in Note 3) necessary to state fairly the partnership's financial position as of January 2, 2011 and January 3, 2010, and it results of operations, comprehensive income, and cash flows for the years ended January 2, 2011 and January 3, 2010.
	The functional currency of the partnership is local currency in which it operates, which is the Canadian dollar, as the majority of the partnership's operations and cash flows are based in Canada and the partnership's operations are primarily managed in Canadian dollars. As a result, the partnership's reporting currency is the Canadian dollar.

	Cash and cash equivalents
	Cash and cash equivalents includes balances with banks. Cash equivalents are short-term, highly liquid investments with maturities of three months or less and consist principally of cash in bank money market accounts.
	Revenue-producing properties
	Revenue producing properties are stated at acquisition cost, less accumulated depreciation and amortization. Acquisition cost is comprised of land acquisition and building construction costs including interest expense on land acquisition and building construction costs during the period of construction. Depreciation and amortization is provided for on the straight-line basis over the estimated useful lives of the assets at the following rates:

	Buildings			Up to 40 years
	Leasehold Improvements and deferred design costs and other			The lesser of the useful life of the asset or the lease term.
	Construction-in-progress			Stated at cost and is not amortized

	Long-lived Assets
	Long-lived assets are analyzed for impairment at the individual restaurant level, which represents the lowest level of independent cash flows for the business. They are tested for impairment whenever an event or circumstance occurs that indicates impairment may exist including a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of prior to its estimated useful life. There were no such events noted in the current or prior year.

	Leases
	The partnership's leases from TDL and third parties are classified as either operating leases or capital leases for financial reporting purposes. When determining the lease term for operating and capital leases, the partnership includes renewal periods for which failure to renew the lease imposes an economic penalty in such an amount that a renewal appears, at the inception of the lease, to be reasonably assured. The primary penalty to which the partnership is subject, is the economic detriment associated with the existence of leasehold improvements that might be impaired if the partnership chooses not to exercise the available renewal options.
	For operating leases, minimum lease payments, including minimum scheduled rent increases, are recognized as rent expense on a straight-line basis (straight-line rent) over the applicable lease terms and any periods during which the partnership has the use of the property but is not charged rent by a landlord. See Note 3 for a correction of an out of period adjustment for straight-line rent in 2009. Lease terms are generally for 20 years and, in most cases, provide for rent escalations and renewal options.

	Investment in Grimsby Food Court Ltd.
	The investment in the Grimsby Food Court Ltd. is accounted for as an equity investment. The investment is analyzed for other than temporary impairment where evidence exists that there is an inability to recover the carrying amount of the investment or inability to sustain an earnings capacity that would justify the carrying amount of the investment. No such indicator was noted in the current or prior year.

	Deferred lease inducements
	Lease inducements are leasehold improvements paid by landlords and are recorded as a liability and amortized as a reduction in rent expense. They are deferred and amortized on a straight-line basis over the "lease term" to a maximum of 20 years.

	Revenue Recognition
	Rental revenue is recognized on a percentage of sales volume and is recognized as earned.

	Income Taxes
	The accompanying financial statements do not include a provision for taxes as they are the responsibility of the respective partners.

	Use of estimates
	The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. Actual results could differ from those estimates.
	Subsequent events
	The partnership has evaluated events subsequent to January 2, 2011 and up to March 2, 2011, which corresponds the date these financial statements were issued (or available to be issued).
	Newly adopted accounting pronouncements

	In June 2009, the FASB issued guidelines on the consolidation of variable interest entities which alters how a company determines when an entity that is insufficiently capitalized or not controlled through voting interests should be consolidated. A company has to determine whether it should provide consolidated reporting of an entity based upon the entity's purpose and design and the parent company's ability to direct the entity's actions. This guidance was effective commencing for the partnership's 2010 fiscal year. The adoption of this guidance did not have a significant impact on the partnership's financial statements.

	In January 2010, the FASB issued amendments to the existing fair value measurements and disclosures guidance which requires new disclosures and clarifies existing disclosure requirements. The purpose of these amendments is to provide a greater level of disaggregated information, as well as more disclosure around valuation techniques and inputs to fair value measurements. The guidance was effective commencing with our 2010 fiscal year. The adoption of this guidance did not have a significant impact on the partnership's financial statements.

3.	Straight-line rent - Out of period adjustment
	In 2009 the partnership recorded an adjustment related to the calculation of straight-line rent, which is included in "Rental expense - net of lease inducements" in the Statement of Income and Comprehensive Income. Correcting the error increased net income and comprehensive income by $1,600,000 related to years prior to 2009.
	Since this error was not material to any of the prior years' or current year's financial statements, the partnership recorded the correction of this error in the 2009 financial statements.

4.	Revenue-producing properties
			January 2, 2011			January 3, 2010
				Accumulated
				depreciation and
			Cost	amortization	Net	Net
	Land		$ 21,231,151	$ -	$ 21,231,151	$ 21,231,151
	Buildings		34,295,719	14,089,225	20,206,494	21,352,777
	Leasehold improvements		66,157,767	30,311,298	35,846,469	38,954,270
	Deferred design, construction costs and other		2,354,402	990,178	1,364,224	1,507,630
			124,039,039	45,390,701	78,648,338	83,045,828
	Construction-in-progress		120,831	-	120,831	31,797
			$ 124,159,870	$ 45,390,701	$ 78,769,169	$ 83,077,625

5.	Related party transactions and balances
		During the year, the partnership had the following transactions with related parties.
					January 2, 2011	January 3, 2010
		Rental Income
			TDL		$ 24,017,601	$ 23,690,191
			WROC		14,343,402	14,780,921
					$ 38,361,003	$ 38,471,112
		Amounts included in Accounts Receivable
			TDL		$ 2,595,092	$ 2,544,608
			WROC		1,933,993	2,444,302
					$ 4,529,085	$ 4,988,910
		Management Fee
			TDL - included in revenue producing properties		$ 205,650	$ 159,950

			WROC - included in operating expenses		$ 275,000	$ 273,313
		Related party rental expense
			TDL		$ 227,422	$ 241,257
		Amounts included in Accounts Payable
			TDL		$ 122,648	$ 522,733
			WROC		70,036	-
					$ 192,685	$ 522,733

	These transactions are in the normal course of operations.

	The amounts due from the partners, which have arisen as a result of the above transactions, are non-interest bearing and due on demand.

6.	Deferred lease inducements
			January 2, 2011			January 3, 2010
				Accumulated
			Cost	amortization	Net	Net
	Deferred lease inducements		$ 6,679,525	$ 3,011,562	$ 3,667,963	$ 3,961,036

7.	Leases
	Minimum lease payments under long-term operating lease agreements for various properties are as follows:

		2011			$ 7,526,000
		2012			$ 7,466,000
		2013			$ 7,583,000
		2014			$ 7,621,000
		2015			$ 7,629,000
		2016 and thereafter			$ 39,413,000
		Total			$ 77,238,000

	The minimum lease payments include $41,068,000 related to renewal periods reasonably assured of being exercised.

	All leased locations are subleased to WROC or to TDL at amounts based on restaurant revenues.

8.	Financial instruments
	Due to their short-term maturities, the carrying value of the partnership's cash and cash equivalents, accounts receivable as well as accounts payable and accrued liabilities approximate their estimated fair value.

9.	Commitments and contingencies
	The Partnership is party to various legal actions and complaints arising in the ordinary course of business. It is the opinion of the partnership's management that the ultimate resolution of such matters will not materially affect the partner's financial condition or earnings.

10.	Comparative Figures

	Certain comparative figures have been reclassified to conform to the current year's financial statement presentation.

TIMWEN Partnership
Balance Sheet
	January 2, 2011		January 3, 2010

Assets

Revenue-producing properties	$	78,769,169	$	83,077,625

Cash and cash equivalents		1,639,055		74,876

Accounts receivable		4,529,085		4,988,910

Investment in Grimsby Food Court Ltd.		2,374,589		2,513,657

Prepaid rent		625,957		637,155


	$	87,937,855	$	91,292,223


Liabilities

Accounts payable and accrued liabilities	$	2,169,089	$	2,257,466

Deferred lease inducements		3,667,963		3,961,036

Straight-line rent		5,670,879		5,119,497


Commitments and contingencies		11,507,931		11,337,999

Partners' equity		76,429,924		79,954,224

	$	87,937,855	$	91,292,223



Approved by the Partners,


Wendy's Restaurants of Canada Inc.



Barhav Developments Ltd.

TIMWEN Partnership
Statements of Income and Comprehensive Income


	Year Ended		Year Ended
	January 2, 2011		January 3, 2010
Revenues
Rental income	$	38,361,003	$	38,471,112

Expenses
Rental expense - net of lease inducements		8,216,495		5,979,952
Operating expenses		520,244		424,966
Depreciation and amortization		4,794,250		4,252,157
Loss on retirement of revenue producing properties		59,312		459,367
		13,590,301		11,116,442
Operating income for the year		24,770,702		27,354,670

Other income
Interest income		16,886		23,171
Equity in income of Grimsby Food Court Ltd.		180,933		140,524
Other income		7,179		13,995
		204,998		177,690
Net income and comprehensive income	$	24,975,700	$	27,532,360

TIMWEN Partnership
Statement of Partners' Equity

	Year Ended									Year Ended
	January 2, 2011									January 3, 2010

	Wendy's			Barhav
	Restaurants of			Developments
	Canada Inc.			Ltd.			Total			Total



Partners equity - beginning of year	$	39,977,112		$	39,977,112		$	79,954,224		$	85,421,864

Distributions to partners		(14,250,000	)		(14,250,000	)		(28,500,000	)		(33,000,000	)
Net income for the year		12,487,850			12,487,850			24,975,700			27,532,360

Partners' equity - end of year	$	38,214,962		$	38,214,962		$	76,429,924		$	79,954,224

TIMWEN Partnership
Statement of Cash Flows


		Year Ended			Year Ended
		January 2, 2011			January 3, 2010

Cash provided by (used in)

Operating activities
Net income for the year		$	24,975,700		$	27,532,360
Add:	Items not affecting cash -
	Depreciation and amortization		4,794,250			4,252,157
	Straight-line rent		551,382			(1,486,640	)
	Amortization of deferred lease inducements		(293,073	)		(293,073	)
	Distributions received from Grimsby		320,000			160,000
	Loss on retirement of revenue producing properties		59,312			459,367
	Equity in earnings of investment in Grimsby		(180,932	)		(140,524	)
			30,226,639			30,483,647
Change in operating assets and liabilities
	Accounts receivable		459,825			(1,650,073	)
	Prepaid rent		11,198			(27,666	)
	Accounts payable and accrued liabilities		(88,377	)		(263,838	)

			30,609,285			28,542,070

Investing activities
	Additions to revenue producing properties		(545,106	)		(530,528	)


Financing activities
Distributions to partners			(28,500,000	)		(33,000,000	)

Change in cash and cash equivalents			1,564,179			(4,988,458	)

Cash and cash equivalents - Beginning of year			74,876			5,063,334

Cash and cash equivalents - End of year		$	1,639,055		$	74,876