The Keg Royalties Income Fund
TSX : KEG.UN

The Keg Royalties Income Fund

August 16, 2011 07:00 ET

The Keg Royalties Income Fund Announces Second Quarter 2011 Results

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 16, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE U.S.

The Keg Royalties Income Fund (TSX:KEG.UN) (the "Fund") is pleased to announce its financial results for the three and six months ended June 30, 2011.

The gross sales reported by the 102 Keg restaurants in the Royalty Pool were $112,416,000 for the quarter, an increase of $1,263,000 or 1.1% from the comparable quarter of the prior year. The year-to-date gross sales increased by $4,914,000 or 2.2% to $233,020,000. Same store sales growth increases were the principal driver of the increases.

The Keg's same store sales (sales of restaurants that operated during the entire period of both the current and prior years) increased by 1.8% in Canada and by 3.8% in the United States for the 13-week period ended July 3, 2011. For the 26 week period ended July 3, 2011, same store sales increased by 2.8% in Canada and by 3.5% in the United States. After translating the sales of the U.S. restaurants into their Canadian dollar equivalent, consolidated same store sales increased by 1.4% for the 13-week period and by 2.3% for the 26-week period. The exchange rate from US dollars to Canadian dollars declined materially from the same periods last year and this decline offset a portion of the same store sales growth.

Royalty income increased by $89,000 or 2.0% from $4,502,000 in the three months ended June 30, 2010 to $4,591,000 in the three months ended June 30, 2011. For the six months ended June 30, 2011 royalty income increased by $260,000 or 2.8% from $9,198,000 to $9,458,000. The Fund remains financially well positioned with surplus cash on hand of $2,393,000 and a positive working capital balance of $1,824,000 as of June 30, 2011.

The Fund was required to adopt International Financial Reporting Standards ("IFRS") as of January 1, 2011. As a result, all financial results for periods commencing on or after January 1, 2009 have therefore been prepared in accordance with IFRS. The Fund's transition to IFRS from Canadian Generally Accepted Accounting Principles ("GAAP") has had no impact, nor is it expected to have any future impact, on the operations of the Fund's business, the contractual obligations between the Fund, and Keg Restaurants Ltd, the operating company from which the Fund receives the royalty payments, nor on the amount of cash that is available for distribution to the Fund's unitholders. IFRS requires numerous and sometimes significant non-cash adjustments which can distort earnings and earnings per Fund unit in any reporting period and in our view has not been a positive factor in making the traditional earnings measurements for income trusts clearer to understand. Also on January 1, 2011 changes to the tax treatment of certain income trusts, as a result of the Specified Investment Flow-through Trust tax ("SIFT tax") came into effect. As a result, income trusts are no longer entitled to deduct distributions for tax purposes, and are now subject to taxation similar to corporations.

Distributable cash before SIFT tax increased by $266,000 from $3,188,000 (30.3 cents/Fund unit) to $3,454,000 (30.4 cents/Fund unit) for the quarter and by $691,000 from $6,601,000 (65.3 cents/Fund unit) to $7,292,000 (65.1 cents/Fund unit) for the six-month period. Because the Fund is now required to deduct SIFT taxes prior to distributing earnings to Unitholders, distributable cash available to pay distributions to public unitholders decreased from $3,188,000 (30.3 cents/Fund unit) to $2,592,000 (22.8 cents/Fund unit) for the quarter and by $1,097,000 from $6,601,000 (65.3 cents/Fund unit) to $5,504,000 (49.2 cents/Fund unit) year to date. The decreases in distributable cash available to pay distributions to public unitholders were solely as a result of the SIFT tax.

"Much of this press release deals with the issues of the IFRS and SIFT tax, neither of which were a choice within The Keg's control. While we do not believe either have been of value to the Fund or Unitholders, we do not think there is any material negative effect either," said David Aisenstat, President and CEO of Keg Restaurants Ltd. "What has remained totally in our control is generating sales for our restaurants and operating our business well and in a manner which enhances the value of our brand. We are very pleased with our result in those regards and will continue to focus on producing similar results going forward."

FINANCIAL HIGHLIGHTS
Apr. 1 Apr.1 Jan. 1 Jan.1
to Jun. 30, to Jun. 30, to Jun. 30, to Jun. 30
($000's except per unit amounts) 2011 2010 2011 2010
Restaurants in the Royalty Pool 102 102 102 102
Gross sales reported by Keg restaurants in the Royalty Pool$112,416 $111,153 $233,020 $228,106
Royalty income (1)$4,591 $4,502 $9,458 $9,198
Interest income (2) 1,067 1,066 2,122 2,121
Total income$5,658 $5,568 $11,580 $11,319
Administrative expenses (3) (168) (107) (269) (206)
Interest and financing expenses (4) (174) (152) (348) (300)
Operating income$5,316 $5,309 $10,963 $10,813
Distributions to KRL (5) (1,940) (2,092) (3,937) (4,412)
Distributions declared to Fund unitholders (6) - (3,388) - (5,456)
Earnings before fair value adjustment and income taxes$3,376 $(171)$7,026 $945
Fair value adjustment (7) 29 4,404 (655) (1,890)
Income taxes (8) (872) (63) (2,010) (132)
Net earnings (loss)$2,533 $4,170 $4,361 $(1,077)
Distributable cash before SIFT tax (9)$3,454 $3,188 $7,292 $6,601
Distributable cash (10)$2,592 $3,188 $5,504 $6,601
Distributions paid to Fund unitholders$2,725 $3,388 $5,671 $6,489
Payout Ratio (11) 105.1% 106.3% 103.0% 98.3%
Per Fund unit information (12)
Earnings before fair value adjustment and income taxes$.297 $.306 $.628 $.633
Net earnings (loss)$.223 $.718 $.390 $.433
Distributable cash before SIFT tax (9)$.304 $.303 $.651 $.653
Distributable cash (10)$.228 $.303 $.492 $.653
Distributions paid to Fund unitholders$.240 $.322 $.507 $.641

Notes:

  1. The Fund, indirectly through the Partnership, earns royalty income equal to 4% of gross sales of Keg restaurants in the Royalty Pool.

  2. The Fund directly earns interest income on the $57.0 million Keg Loan, with interest income accruing at 7.5% per annum, payable monthly.

  3. The Fund, indirectly through the Partnership, incurs administrative expenses and interest on the operating line of credit, to the extent utilized.

  4. The Fund, indirectly through the Trust, incurs interest expense on the $14.0 million term loan and amortization of deferred financing charges.

  5. Represents the distributions of the Partnership attributable to KRL during the respective periods on the Exchangeable and Class C units held by KRL. The Class A, entitled Class B and Class D Partnership units are exchangeable into Fund units on a one-for-one basis ("Exchangeable units").

  6. Represents the distributions declared on the publicly traded Fund units during the period. The distributions declared to the Fund's public unitholders during the three and six months ended June 30, 2011 were recorded as distributions and charged to unitholder's equity whereas the distributions declared during the three and six months ended June 30, 2010 were expensed as interest.

  7. Fair value adjustment is the non-cash increase or decrease in the market value of the Exchangeable units held by KRL during the respective period. Exchangeable units are classified as a financial liability under IFRS. The Fund is required to determine the fair value of that liability at the end of each reporting period and adjust for any increase or decrease, taking into consideration the sale of any Exchangeable units during the same period.

  8. Income taxes for the quarter ended June 30, 2011, include SIFT tax payable of $862,000 (quarter ended June 30, 2010 - $NIL) and non-cash deferred taxes of $10,000 (quarter ended June 30, 2010 - $63,000). Income taxes for the six months ended June 30, 2011 include SIFT tax payable of $1,788,000 (six months ended June 30, 2010 - $NIL) and non-cash deferred taxes of $222,000 (six months ended June 30, 2010 - $132,000). The obligation to pay SIFT tax did not come into effect until January 1, 2011.

  9. Distributable cash before SIFT tax, is defined as the periodic cash flows from operating activities as reported in the IFRS financial statements, including the effects of changes in non-cash working capital, less the earnings of the Partnership attributable to KRL through its ownership of Exchangeable units.

  10. Distributable cash is the amount of cash available for distribution to the Fund's public unitholders and is calculated as distributable cash before SIFT tax, less SIFT tax payable. Distributable cash is a non-IFRS financial measure that does not have a standardized meaning prescribed by IFRS, and therefore may not be comparable to similar measures presented by other issuers. However, the Fund believes that distributable cash, both before and after SIFT tax, provides useful information regarding the amount of cash available for distribution to the Fund's public unitholders.

  11. Payout ratio is computed as the ratio of aggregate cash distributions paid during the period (numerator) to the aggregate distributable cash of the period (denominator).

  12. All per unit amounts are calculated based on the weighted average number of Fund units outstanding, which are those units held by public unitholders during the respective period. The weighted average number of Fund units outstanding for the three months ended June 30, 2011 was 11,353,500 (three months ended June 30, 2010 – 10,524,379) and for the six months ended June 30, 2011 was 11,196,041 (six months ended June 30, 2010 – 10,116,207). For comparative purposes, the earnings (loss) per Fund unit calculations for reporting periods prior to and including December 31, 2010, have been adjusted to exclude distributions declared to Fund unitholders, which were previously recorded as interest (prior to December 20, 2010) as a result of the adoption of IFRS.

  13. Same Store Sales Growth ("SSSG") is the overall increase or decrease in gross sales from Keg restaurants (that operated during the entire period of both the current and the prior year) as compared to gross sales for the same period of the prior year. SSSG is not an IFRS financial measure and does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. However the Fund believes that SSSG provides useful information regarding the increase or decrease in gross sales for comparable restaurants.

The Fund (TSX:KEG.UN) is a limited purpose, open-ended trust established under the laws of the Province of Ontario that, through The Keg Rights Limited Partnership, owns certain trademarks and other related intellectual property used by Keg Restaurants Ltd. ("KRL"). In exchange for use of those trademarks, Keg Restaurants Ltd pays the Fund a royalty of 4% of gross sales of Keg restaurants included in the royalty pool.

Vancouver-based KRL is the leading operator and franchisor of the steakhouse restaurants in Canada and has a substantial presence in select regional markets in the United States. KRL continues to operate The Keg restaurant system and expand that system through the addition of both corporate and franchised Keg steakhouses. KRL has been named one of the "50 Best Employers in Canada" for the past nine years by Aon Hewitt. For more information on our brand, visit www.kegsteakhouse.com.

This press release may contain certain "forward looking" statements reflecting The Keg Royalties Income Fund's current expectations in the casual dining segment of the restaurant food industry. Investors are cautioned that all forward looking statements involve risks and uncertainties, including those relating to the Keg's ability to continue to realize historical same store sales growth, changes in market and existing competition, new competitive developments, and potential downturns in economic conditions generally. Additional information on these and other potential factors that could affect the Fund's financial results are detailed in documents filed from time to time with the provincial securities commissions in Canada.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, which may be made only by means of the prospectus, nor shall there be any sale of the Fund units in any state, province or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state, province or jurisdiction. The Keg Royalties Income Fund units have not been, and will not be registered under the U.S. Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an application for exemption from the registration requirement under U.S. securities laws.

The Trustees of the Fund have approved the contents of this press release.

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