SIR Royalty Income Fund Announces Addition to Royalty Pool

BURLINGTON, ON, Jan. 26, 2012 /CNW/ - SIR Royalty Income Fund (TSX: SRV.UN) ("the Fund") today announced that, as of January 1, 2012, one new Jack Astor's® restaurant has been added to the Royalty Pooled Restaurants (the "Royalty Pool") from which the Fund earns distribution income. The Fund announced details of the Initial Adjustment related to this one opening during 2011. The Fund also announced details of the Second Incremental Adjustment for the restaurant added to the Royalty Pool effective January 1, 2011 and details of the associated Priority Special Conversion Distribution.

Effective January 1, 2012, the Royalty Pool is expected to receive an estimated annualized net increase in restaurant Royalties of $0.3 million. This amount is based on the addition of the 6% Royalty on the $5.8 million in estimated annual net revenue from the one new opening in 2011. The Fund, through the SIR Royalty Limited Partnership (the "Partnership") pays SIR Corp. ("SIR") for the net additional royalties through the conversion of 180,305 Class B GP Units, held by SIR, into Class A GP Units. The payment formula as set out in the license and royalty agreement between SIR and the Partnership (as amended the "License and Royalty Agreement") is designed to be accretive to Fund unitholders.

The one new Royalty Pool restaurant, which was opened on May 2, 2011, was the Jack Astor's on Richmond Street in London Ontario. With the addition of this new restaurant Royalty stream, the Fund will indirectly receive Royalty payments from 47 restaurants effective January 1, 2012.

"The addition of our new Jack Astor's restaurant in London Ontario, to the Royalty Pool will contribute to the Fund's distributable cash in 2012, and is expected to continue to help us to deliver stable and growing levels of distribution income for our unitholders," said Peter Fowler, Chief Executive Officer of SIR.

The Royalty Pool is adjusted in January of each year to include sales from any new SIR restaurants that have opened on or before November 1 of the prior year, net of sales of any Royalty Pooled Restaurants that have closed. The Fund (through the Partnership) pays SIR for the additional Royalty stream from net new restaurants, based upon a formula set out in the License and Royalty Agreement between SIR and the Partnership. The payment formula, which is designed to be accretive to Fund unitholders, is based on the 6% Royalty from the estimated annualized revenue from the new restaurants divided by the tax-adjusted current yield on the units of the Fund. The accretion to Fund unitholders is achieved by discounting the payment to SIR by 7.5%. The payment to SIR is in the form of additional Class A GP Units of the Partnership. These units are the economic equivalent of units of the Fund.

These transactions were approved by the Partnership on or about January 26, 2012, with effect on January 1, 2012.

2012 Initial Adjustment
The estimated annualized revenue of the one new restaurant added to the Royalty Pool in 2012 is anticipated to be $5.8 million, translating into an estimated addition of $0.3 million to the Royalty Pool. The amount initially paid by the Fund, through the Partnership, to SIR for this additional Royalty stream is $1.7 million through the conversion of 180,305 Class B GP Units into Class A GP Units of the Partnership on a one-for-one basis. These Class A GP Units are valued at $9.22 per Unit, representing the volume weighted average price of the units of the Fund for the 20 trading days ending December 21, 2011 ("Current Fund Unit Price"). The 180,305 Class A GP Units represent 80% of the estimated Class A GP Units that SIR is estimated to receive. The remaining amount will be issued in the Second Incremental Adjustment based on the actual annual revenue for the new restaurant in 2012. The date of such Second Incremental Adjustment is January 1, 2013. The actual payment from the Partnership to SIR for the additional Royalty stream is calculated as follows:

$0.3 million (the estimated annual addition to the Royalty Pool based on 6% of the $5.8 million in estimated revenue from the new additional restaurant) multiplied by 92.5% (the accretive adjustment) multiplied by 80% (the Initial Adjustment) divided by Current Yield* on the Fund units of 15.49% (equal to (a) the sum of (i) the aggregate cash distributions paid by the Fund during the immediately preceding 12 calendar months of $5.5 million, and (ii) the SIFT taxes paid or payable by the Fund in respect of the immediately preceding 12 calendar months of $2.1 million, (b) divided by the weighted (per Fund Unit distribution amounts) average number of Fund Units issued and outstanding during such immediately preceding 12 calendar months of 5,356,667, and (c) further divided by the Current Fund Unit Price of $9.22).

2012 Adjustment for Reduction
In 2011, there were no restaurant closures within the SIR portfolio.  Consequently, there is no Adjustment for reduction effective January 1, 2012.

2012 Second Incremental Adjustment
The Second Incremental Adjustment for the January 1, 2011 addition of new restaurants to the Royalty Pool has been finalized. The actual revenue, for the 52-weeks ended December 31, 2011, of the one Jack Astor's restaurant that was added to the Royalty Pool effective January 1, 2011 was $4.0 million, which was approximately 6.3% less than the amount originally estimated. This resulted in SIR receiving an additional 23,573 Class A GP Units. The Second Incremental Adjustment is calculated as follows:

$0.2 million (the estimated annual addition to the Royalty Pool based on 6% of the $4.0 million in actual revenue for the 52-weeks ended December 31, 2011) multiplied by 92.5% (the accretive adjustment) divided by Current Yield* at the date of the Initial Adjustment on the Fund units of 13.33% (equal to (a) the sum of (i) the aggregate cash distributions paid by the Fund during the immediately preceding 12 calendar months of $7.4 million, and (ii) the SIFT taxes paid or payable by the Fund in respect of the immediately preceding 12 calendar months of nil, (b) divided by the weighted (per Fund Unit distribution amounts) average number of Fund Units issued and outstanding during such immediately preceding 12 calendar months of 5,356,667, and (c) further divided by the volume weighted average price of the Fund units for the 20 trading days ending December 22, 2010 of $10.35 ("Current Fund Unit Price at the time of the Initial Adjustment")) divided by Current Fund Unit Price at the time of the Initial Adjustment ($10.35) minus the Initial Adjustment of 137,190 Class A GP Units for the January 1, 2011 addition of new restaurants.

Priority Special Conversion Distribution
Also, the Priority Special Conversion Distribution ("Conversion Distribution") payable to SIR from the Partnership for December 31, 2011 has been finalized. The amount of the Conversion Distribution is $33,668. This distribution can only be calculated after December 31, 2011 once the actual revenue for the 52-weeks ended December 31, 2011 for the new restaurant added to the Royalty Pool effective January 1, 2011 and the number of additional Class B GP Units that will be converted to Class A GP Units for the Second Incremental Adjustment related to the January 1, 2011 new additional restaurants are known with certainty. The amount of the Conversion Distribution is equal to the aggregate distributions declared per Fund unit, adjusted for the impact of the SIFT tax paid or payable, for the preceding calendar year of $1.43 multiplied by 23,573 which is the number of Class B GP Units that are converted into Class A GP Units as a result of the Second Incremental Adjustment. This distribution has been declared effective December 31, 2011 and will be paid on January 27, 2012.

2013 Second Incremental Adjustment
Assuming the one additional new restaurant added to the Royalty Pool effective January 1, 2012 achieves its estimated revenue for the 52-weeks ended December 31, 2012, SIR would have the right to convert an additional 45,076 Class B GP Units to Class A GP Units effective January 1, 2013 as the Second Incremental Adjustment for the January 1, 2012 additional new restaurants. This would increase SIR's share of the Fund on a fully diluted basis on January 1, 2013 to 38.5% assuming no other changes in the number of outstanding Class A GP Units or Fund units occurred before that date. Further, again assuming the one additional new restaurant added to the Royalty Pool effective January 1, 2012 achieves its estimated revenue for the 52-weeks ended December 31, 2012, a Conversion Distribution as of December 31, 2012 would be declared on the 45,076 Class B GP Units that would be converted into Class A GP Units as a result of the Second Incremental Adjustment on January 1, 2013. Assuming the monthly distributions per Fund unit, adjusted for the impact of the SIFT tax paid or payable, remained at the current level throughout 2012, the amount of the December 31, 2012 Conversion Distribution would be estimated to be $64,380.

Capital Structure
Following the: i) 2012 Initial Adjustment, ii) 2012 Adjustment for Reduction, and iii) 2012 Second Incremental Adjustment, all effective January 1, 2012, SIR will own, control and hold 3,310,392 Class A GP Units, representing the equivalent of 38.2% of the units of the Fund on a fully diluted basis. This 38.2% consists of:

  • 3,106,514 Class A GP Units held by SIR as at January 1, 2011, and
  • 203,878 in additional Class A GP Units received for the adjustments described above (180,305 for the 2012 Initial Adjustment minus nil for the 2012 Adjustment for Reduction plus 23,573 for the 2011 Second Incremental Adjustment).

SIR's Class A GP Units currently represent 100% of the issued and outstanding Class A GP Units.

Subsequent to the aforementioned exchanges, SIR owns, controls and holds 97,284,793 Class B GP Units, which are convertible in certain circumstances (based on the addition of further new restaurants to Royalty Pooled Restaurants) into Class A GP Units. Other than as described herein, none are currently convertible. If converted, the resulting Class A GP Units would, subject to the Partnership's right to re-convert them back into Class B GP Units in certain circumstances (based on the new restaurants' performance being below 80% of the original expectations), also be exchangeable (without being subject to any subordination provisions) on a one-for-one basis into units of the Fund. The 97,284,793 Class B GP Units currently represent 100% of the issued and outstanding Class B GP Units.

The Offeror and Peter Fowler (who beneficially owns 31,500 units of the Fund apart from the Offeror's holdings), who are affiliated, may be considered under applicable securities laws to be acting jointly or in concert. This news release is not an admission of same, and the 38.2% percentage above would be 38.6% taking into account such additional units of the Fund. Except for the foregoing, SIR is not acting in concert with any other person, including any of its shareholders, directors or officers, in connection with its holdings of the Fund or the Partnership, and thus any holdings that they may have in the Fund are not included in this report.

The transactions noted herein took place privately.

SIR holds its interests in the Partnership for investment purposes and in connection with its operation of its restaurant business, which produces the revenues from which the Partnership and the Fund derive their revenues via a trade-mark license and royalty agreement entered into in connection with the Fund's IPO.

SIR may, depending on market and other conditions, increase or decrease its beneficial ownership control or direction over units of the Fund, or securities of the Partnership, through market transactions, private agreements, treasury issuances, exercise of options, convertible or exchangeable securities or otherwise.

SIR has entered into a number of material agreements with the Fund and/or the Partnership, which are described in the final prospectus of the Fund dated October 1, 2004. In addition to the Royalty generated by any new SIR restaurants added to Royalty Pooled Restaurants, the consideration paid by SIR for its Class A GP Units and Class B GP Units was the transfer of certain trade-marks, as described in the final prospectus of the Fund. Certain amendments to the Declaration of Trust and other material agreements were approved at a Special Meeting of Unitholders held on December 20, 2010. They are filed on SEDAR.

* Current Yield as defined in Amendment No. 2 to the Limited Partnership Agreement of the Partnership dated December 20, 2010.

About SIR Corp.
SIR is a privately held Canadian corporation that owns and operates a portfolio of 48 restaurants in Canada. SIR's Concept brands include: Jack Astor's Bar and Grill®, with 32 locations; Alice Fazooli's!®, with five locations; and Canyon Creek Chop House®, with eight locations. SIR also operates one-of-a-kind "Signature" brands in downtown Toronto, which comprise the upscale reds®, Far Niente®/FOUR®/Petit Four™, and the Loose Moose Tap & Grill®. All trademarks related to the Concept and Signature brands noted above are used by SIR under a license agreement with SIR Royalty Limited Partnership in consideration for a Royalty, payable by SIR to the Partnership, equal to six percent of the revenue of the 47 restaurants currently included in the Royalty pool. For more information on SIR Corp. or the SIR Royalty Income Fund, please visit www.sircorp.com.

About SIR Royalty Income Fund 
The Fund is a trust governed by the laws of the province of Ontario that receives distribution income from its investment in the SIR Royalty Limited Partnership and interest income from the SIR Loan. The Fund intends to pay distributions to unitholders on a monthly basis

Caution concerning forward-looking statements
Statements in this news release, including the information set forth as to the future financial or operating performance of the Fund or SIR, that are not current or historical factual statements may constitute "forward-looking" information within the meaning of securities laws. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Fund, the Trust, the Partnership, SIR, the SIR Restaurants, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this document, such statements may include, among other language, such words as "may", "will", "expect", "believe", "plan", "anticipate", "intend", "estimate" and other similar terminology. These statements reflect Management's current expectations, estimates and projections regarding future events and operating performance and speak only as of the date of this document. Readers should not place undue importance on forward-looking statements and should not rely upon this information as of any other date. These forward-looking statements involve a number of risks and uncertainties. The following are some of the factors that could cause actual results to differ materially from those expressed in or underlying such forward-looking statements: competition; changes in demographic trends; changing consumer preferences and discretionary spending patterns; changes in consumer confidence; changes in national and local business and economic conditions; changes in availability of credit; legal proceedings and challenges to intellectual property rights; dependence of the Fund on the financial condition of SIR; legislation and governmental regulation; accounting policies and practices, specifically as they relate to the changes under IFRS; and the results of operations and financial condition of SIR. The foregoing list of factors is not exhaustive. Many of these issues can affect the Fund's or SIR's actual results and could cause their actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Fund or SIR. Readers are cautioned that forward-looking statements are not guarantees of future performance, and should not place undue reliance on them. The Fund and SIR expressly disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein to reflect any change in expectations, estimates and projections with regard thereto or any changes in events, conditions or circumstances on which any statement is based, except as expressly required by law.

In formulating the forward-looking statements contained herein, Management has assumed that business and economic conditions affecting SIR's restaurants and the Fund will continue substantially in the ordinary course, including without limitation with respect to general industry conditions, general levels of economic activity (including in downtown Toronto), regulations (including those regarding employees, food safety, tobacco and alcohol), weather, taxes, foreign exchange rates and interest rates, that there will be no pandemics or other material outbreaks of disease or safety issues affecting humans or animals or food products, and that there will be no unplanned material changes in its facilities, equipment, customer and employee relations, or credit arrangements. These assumptions, although considered reasonable by Management at the time of preparation, may prove to be incorrect. In particular, Management has assumed the tax effects on distributions will remain consistent with current pronouncements, and also in estimating the revenue for the new Jack Astor's restaurant, Management has assumed that it will operate consistent with other Jack Astor's restaurants. For more information concerning the Fund's risks and uncertainties, please refer to the October 2004 final prospectus, and/or its March 31, 2011 Annual Information Form, all of which are available under the Fund's profile at www.sedar.com.

SOURCE SIR Royalty Income Fund

For further information:

Peter Fowler
CEO
SIR Corp.
Tel: 905-681-2997
                    Lawrence Chamberlain
Investor Relations
Tel: (416) 815-0700 ext. 257
Email: lchamberlain@equicomgroup.com

 


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