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Related Party Transactions
12 Months Ended
Jun. 02, 2015
Related Party Transactions [Abstract]  
Related Party Transactions

NOTE K - RELATED PARTY TRANSACTIONS 

 

The Chief Executive Officer (CEO) of the Company (Craig F. Maier), who also serves as a director of the Company, owns a Frisch's Big Boy restaurant (Frisch New Richmond Big Boy, Inc.) that is licensed to him by the Company. Another officer and director of the Company (Karen F. Maier) is a part owner of a Frisch's Big Boy restaurant (Frisch West Chester, Inc.) that is licensed to her and her siblings (excluding Craig F. Maier). Certain other family members of Craig F. Maier and Karen F. Maier also own a licensed Frisch's Big Boy restaurant (Frisch Hamilton West, Inc.).

 

All three  of these restaurants are operated by the Company pursuant to the terms of certain Restaurant Management and Operations Agreements, under which they pay management fees to the Company. The management fees consist of a) pro-rata portions of the Company's costs of providing centralized shared services - accounting, payroll processing, and information technology including POS help desk services - which are allocated in the same way the Company allocates these costs to its own restaurants, and b) the Company's fully burdened cost of salaries and wages, payroll taxes and employee benefits of Company employees who staff the three restaurants. Total management fees paid to the Company by these three restaurant entities amounted to $2,912,  $2,874 and $2,814 respectively, in Fiscal Years 2015, 2014 and 2013.

 

In addition, these three restaurant entities pay the Company franchise fees, contribute to the Company's general advertising fund and make purchases from the Company’s commissary. The total paid to the Company by these three restaurants amounted to $2,230, $2,184 and $2,149 respectively, in Fiscal Years 2015,  2014 and 2013. These transactions were effected on substantially similar terms as transactions with other licensees of the Company.

 

Management fees earned from centralized shared services are included in "Franchise fees and other revenue" in the Consolidated Statement of Earnings. The management fees relating to the reimbursement of employee staffing costs

are offset primarily in "Payroll and related" costs in the Consolidated Statement of Earnings, while other smaller portions of staffing costs are offset in "Other Operating costs". Wholesale sales of food and other products from the Company's commissary are included in "Sales" in the Consolidated Statement of Earnings. Funds contributed to the Company's general advertising fund are offset in "Administrative and advertising" in the Consolidated Statement of Earnings (see Advertising in NOTE A – ACCOUNTING POLICIES).

 

The amount owed to the Company from these three restaurants for management fees, franchise fees, advertising contributions and for commissary purchases, amounted to $10 and $23 respectively, as of June 2, 2015 and June 3, 2014. Amounts due are generally settled within 28 days of billing. These accounts receivable are subject to the same terms as transactions with other licensees of the Company.

 

The Company is party with Frisch West Chester, Inc. (West Chester) to an Agreement to Purchase Stock which provides that when there is only one remaining shareholder of West Chester, the remaining shareholder may require the Company to purchase any or all of his or her shares of West Chester at any time, and the Company is required to purchase all such shares upon the death of the sole remaining shareholder. The purchase price for any such purchase by the Company would be the greater of either the book value of the shares or twice the average earnings per share over the prior three years, with a maximum purchase price of $100 less any outstanding debt owed by West Chester to the deceased shareholder. The remaining life expectancy of the youngest shareholder of West Chester is 30 to 40 years.

 

 

 

 

 

NOTE K - RELATED PARTY TRANSACTIONS (continued)

 

The Company is party with Frisch Hamilton West, Inc. (Hamilton West) to an Agreement to Purchase Stock which provides that when there is only one remaining shareholder of Hamilton West, the remaining shareholder may require the Company to purchase any or all of his or her shares of Hamilton West at any time, and the Company is required to purchase all such shares upon the death of the sole remaining shareholder. The purchase price for any such purchase by the Company would be the book value of the shares (determined by Hamilton West’s Certified Public Accountants) based on generally accepted accounting principles. The remaining life expectancy of the youngest shareholder of Hamilton West is 30 to 40 years.

 

The respective shareholders of the three restaurant entities discussed above have the equity that is at risk and the Company does not have the characteristics of having a controlling interest of that of a primary beneficiary. The Company does not believe that it has any residual risks from these relationships and has therefore concluded that consolidation of the three restaurant entities into the Company’s financial statements is not required under the guidance of Accounting Standards Codification ASC 810-10, “Variable Interest Entities”.

 

The Chairman of the Board of Directors from 1970 to 2005 (Jack C. Maier, deceased February 2005 - the father of Craig F. Maier and Karen F. Maier) had an employment agreement that contained a provision for deferred compensation. The agreement provided that upon its expiration or upon the Chairman’s retirement, disability, death

or other termination of employment, the Company would become obligated to pay the Chairman or his survivors for each of the next 10 years the amount of $214, adjusted annually to reflect 50 percent of the annual percentage change in the Consumer Price Index (CPI). Monthly payments of $18 to the Chairman’s widow (Blanche F. Maier - the mother of Craig F. Maier and Karen F. Maier), a director of the Company until her death in September 2009, commenced in March 2005. In accordance with the CPI provisions of the agreement, the monthly payment was increased for the final time on March 1, 2014, to just under $20 per month. Payments to the heirs of Jack C. Maier and Blanche F. Maier (including Craig F. Maier and Karen F. Maier) concluded on February 1, 2015. During Fiscal Year 2015, $157 was paid in final settlement of this liability.