Boston Pizza Royalties Income Fund and Boston Pizza International Inc. Announce Distribution Increase and Record Third Quarter Sales Results
Monthly distributions to Unitholders increased for the third time this year based strong franchise sales and 6.6% same store sales growth
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 6, 2007) - Boston Pizza Royalties Income Fund (the "Fund") (TSX:BPF.UN) and Boston Pizza International Inc. ("BPI") each reported today financial results for the period of July 1, 2007 to September 30, 2007 (the "Period") and the year-to-date results from January 1, 2007 to September 30, 2007 ("Year-to-date"). A copy of the combined third quarter report is available at www.sedar.com and www.bpincomefund.com. The Fund will host a conference call to discuss third quarter results on November 6, 2007 at 8:00 a.m. Pacific Time (11:00 a.m. Eastern Time). The call can be accessed by dialling 1-800-319-4610 or 604-638-5340. A replay will be available until November 13, 2007 by dialling 1-800-319-6413 or 604-638-9010 and entering the pin code: 6811 followed by # sign.
Same Store Sales Growth ("SSSG"), the key metric for revenue growth of the Fund, was 6.6% for the Period and 6.6% Year-to-date. Overall growth in franchise sales of royalty pooled restaurants, which is a combination of new restaurants added to the royalty pool and SSSG, was 21.7%. During the Period, BPI opened seven new Boston Pizza restaurants. Subsequent to September 30th, BPI opened another six new locations, bringing the current total number of Boston Pizza restaurants open in Canada to 286, of which 266 are included in the royalty pool. Also during the Period, four restaurants were renovated to the latest design standards. Year-to-date, 17 Boston Pizza restaurants have completed major renovations.
"Boston Pizza has continued to perform very well through the third quarter of 2007," said Mike Cordoba, Chief Executive Officer of Boston Pizza. "We are particularly pleased with the same store sales growth of 6.6% compared to the first nine months of 2006, which is a key factor in the profitability of our franchisees and in our ability to increase distributions to Unitholders of the Fund. In addition, overall franchise sales of restaurants in the royalty pool were $156.1 million in the Period, an increase of 21.7% compared to the third quarter of 2006. These strong sales results were driven by effective promotional activities, an updated menu launched in May and our unique store renovation program."
Earnings before income taxes per unit increased by 5.7% during the Period compared to the same period in 2006. Earnings before income taxes of the Fund for the Period were $4.7 million or $0.37 per unit compared to the third quarter of 2006 in which Net Earnings were $3.8 million or $0.35 per unit. Distributions declared for the Period were $0.34 per unit compared to the third quarter of 2006 in which distributions declared were $0.32 per unit. Distributions for the Period were funded entirely by cash flow from operations. No debt was incurred at any point during the Period to fund distributions.
Based on the continued positive results, the Trustees of the Fund are pleased to announce an increase in monthly cash distributions to Unitholders of 11.5 cents per unit ($1.380 annualized) from 11.3 cents per unit (1.356 annualized) for October. This marks the third distribution increase to date in 2007. Since the Fund's initial public offering in July 2002, monthly distributions have been increased a total of thirteen times, rising 38.0% over that time. The distribution will be paid to Unitholders of record at the close of business on November 21, 2007 and will be payable on November 30, 2007. The Fund periodically reviews distribution levels based on its policy of stable and sustainable distribution flow to Unitholders.
The Fund is a limited purpose, open-ended trust established under the laws of British Columbia to acquire indirectly certain trade-marks and trade names used by BPI in its Boston Pizza restaurants in Canada. The trade-marks are licensed to BPI for 99 years for which BPI pays the Fund 4% of franchise revenues of royalty pooled restaurants. Effective January 1, 2007, there are 266 restaurants in the royalty pool.
HIGHLIGHTS
The following table sets out selected historical information and other data from the financial statements of the Fund and the Boston Pizza Royalties Limited Partnership (the "Partnership"), which should be read in conjunction with the attached consolidated financial statements of the Fund.
Jul. 1, Jul. 1, Jan. 1, Jan. 1,
2007 to 2006 to 2007 to 2006 to
Sep. 30, Sep. 30, Sep. 30, Sep. 30,
2007 2006 2007 2006
--------------------------------------------------------------------------
(in thousands of dollars - except restaurants and per unit items)
--------------------------------------------------------------------------
Number of restaurants in
Royalty Pool 266 226 266 226
Franchise Sales reported by
restaurants in Royalty Pool $ 156,111 $ 128,280 $ 439,980 $ 362,134
Royalty Income - 4% of
Franchise Sales of
Royalty Pool Restaurants $ 6,244 $ 5,131 $ 17,599 $ 14,485
Partnership administrative
and interest expenses $ 215 $ 255 $ 859 $ 765
Partnership earnings for the
period before undernoted $ 6,029 $ 4,876 $ 16,740 $ 13,720
BPI's interest in the earnings
of the Partnership $ 1,783 $ 1,530 $ 5,350 $ 4,625
Equity income related to BPI
royalties earned by the Fund $ 4,246 $ 3,346 $ 11,390 $ 9,095
Interest income $ 450 $ 450 $ 1,350 $ 1,350
Earnings before income taxes $ 4,696 $ 3,796 $ 12,740 $ 10,445
Future income taxes $ 176 $ 0 $ 2,999 $ 0
Net earnings $ 4,520 $ 3,796 $ 9,741 $ 10,445
Basic Earnings per Fund unit $ 0.35 $ 0.35 $ 0.78 $ 0.97
Diluted earnings per Fund unit $ 0.35 $ 0.35 $ 0.78 $ 0.97
Distributions declared per
Fund unit $ 0.34 $ 0.32 $ 0.90 $ 0.84
Same store sales growth 6.6% 6.8% 6.6% 8.9%
Number of restaurants opened
during period 7 6 14 23
Number of restaurants closed
during period 0 0 0 0
OUTLOOK
Boston Pizza is well positioned for continued success. With expansion across Canada, particularly in Ontario and Quebec, BPI estimates that it will open approximately 35 new restaurants in 2007. This is a reduction from the earlier new store opening estimate of 40 for the year based mainly on slower construction permitting and the resulting delays on new developments where Boston Pizza restaurants will be located. This change does not impact the longer term outlook for BPI to open more than 130 new locations over the next five years. BPI management believes that the organization can continue to deliver on the most important metric to Unitholders, namely SSSG, through strong television and radio advertising, and national and local promotions. As part of the SSSG initiative, Boston Pizza will continue its unique renovation program that requires each location to renovate every seven years. For 2007, approximately 24 renovations will be completed. Historically SSSG for renovated locations has been between 10-15% in the year following the renovation.
We remain confident that Boston Pizza will continue to enhance its position as Canada's number one casual dining brand.
Certain statements in this press release may constitute "forward-looking" statements that involve known and unknown risks, uncertainties, future expectations and other factors which may cause the actual results, performance or achievements of the Fund, the Boston Pizza Holdings Trust, the Partnership, BPI, Boston Pizza 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 press release, such statements use such words as "anticipate", "estimate", "may", "will", "expect", "believe", "plan" and other similar terminology. These statements reflect current expectations regarding future events and operating performance and speak only as of the date of this press release. These forward-looking statements involve a number of risks, uncertainties and future expectations including, but not limited to the risks and uncertainties set out in the Fund's Annual Information Form under "Risks Related to the Structure of the Fund". Forward-looking statements are made as of the date hereof and we assume no obligation to update or revise them to reflect new events or circumstances.
The trustees of the Fund have approved the contents of this press release.
® Boston Pizza Royalties Limited Partnership. All Boston Pizza registered Canadian trade-marks and unregistered Canadian trade-marks containing the words "Boston", "BP", and/or "Pizza" are trade-marks owned by the Boston Pizza Royalties Limited Partnership and licensed by the Boston Pizza Royalties Limited Partnership to Boston Pizza International Inc.
(C) Boston Pizza International Inc. 2007
BOSTON PIZZA ROYALTIES INCOME FUND
Consolidated Balance Sheets
--------------------------------------------------------------------------
September 30, December 31,
2007 2006
--------------------------------------------------------------------------
(Unaudited)
Assets
Current assets:
Cash $ 320 $ 275
Interest receivable on note receivable
from Boston Pizza International Inc. 150,000 150,000
Distributions receivable from Boston
Pizza Royalties Limited Partnership - 1,048,645
-------------------------------------------------------------------------
150,320 1,198,920
Note receivable from Boston Pizza
International Inc. 24,000,000 24,000,000
Investment in Boston Pizza Royalties
Limited Partnership (note 4) 126,596,440 98,854,840
--------------------------------------------------------------------------
$ 150,746,760 $ 124,053,760
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Liabilities and Unitholders' Equity
Current liabilities:
Distributions payable to Fund
unitholders $ - $ 1,198,640
-------------------------------------------------------------------------
Future income taxes (note 6) 2,999,000 -
Unitholders' equity:
Fund units 149,182,700 122,606,237
Retained earnings (deficit) (1,434,940) 248,883
-------------------------------------------------------------------------
147,747,760 122,855,120
Contingency (note 5)
--------------------------------------------------------------------------
$ 150,746,760 $ 124,053,760
--------------------------------------------------------------------------
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See accompanying notes to consolidated financial statements.
BOSTON PIZZA ROYALTIES INCOME FUND
Consolidated Statements of Earnings and Comprehensive Income
(Unaudited)
Three and nine months ended September 30, 2007, with comparative figures
for 2006
--------------------------------------------------------------------------
Three months ended Nine months ended
September 30, September 30,
-------------------------- --------------------------
2007 2006 2007 2006
--------------------------------------------------------------------------
Revenue (note 3(a)):
Equity income
related to
BPI royalties $ 4,246,025 $ 3,345,705 $ 11,389,969 $ 9,095,006
Interest income 450,015 450,015 1,350,040 1,350,040
--------------------------------------------------------------------------
Earnings before
income taxes 4,696,040 3,795,720 12,740,009 10,445,046
Future income
taxes (note 6) (176,000) - (2,999,000) -
--------------------------------------------------------------------------
Net earnings for
the period 4,520,040 3,795,720 9,741,009 10,445,046
Other comprehensive
income - - - -
--------------------------------------------------------------------------
Comprehensive
income $ 4,520,040 $ 3,795,720 $ 9,741,009 $ 10,445,046
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Weighted average
units outstanding 12,750,922 10,996,700 12,436,062 10,746,822
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Basic and diluted
earnings per Fund
unit $ 0.35 $ 0.35 $ 0.78 $ 0.97
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Consolidated Statements of Retained Earnings (Deficit)
(Unaudited)
Three and nine months ended September 30, 2007, with comparative figures
for 2006
--------------------------------------------------------------------------
Three months ended Nine months ended
September 30, September 30,
-------------------------- --------------------------
2007 2006 2007 2006
--------------------------------------------------------------------------
Retained earnings
(deficit), beginning
of period $ (1,632,418) $ 1,214,588 $ 248,883 $ 272,549
Net earnings for
the period 4,520,040 3,795,720 9,741,009 10,445,046
Distributions
declared to Fund
unitholders (4,322,562) (3,551,934) (11,424,832) (9,259,221)
--------------------------------------------------------------------------
Retained earnings
(deficit), end of
period $ (1,434,940) $ 1,458,374 $ (1,434,940) $ 1,458,374
--------------------------------------------------------------------------
--------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
BOSTON PIZZA ROYALTIES INCOME FUND
Consolidated Statements of Cash Flows
(Unaudited)
Three and nine months ended September 30, 2007, with comparative figures
for 2006
--------------------------------------------------------------------------
Three months ended Nine months ended
September 30, September 30,
-------------------------- --------------------------
2007 2006 2007 2006
--------------------------------------------------------------------------
Cash provided by
(used in):
Operations:
Net earnings $ 4,520,040 $ 3,795,720 $ 9,741,009 $ 10,445,046
Items not
affecting cash:
Equity income (4,246,025) (3,345,705) (11,389,969) (9,095,006)
Future income taxes 176,000 - 2,999,000 -
Distributions
received from
Boston Pizza
Royalties Limited
Partnership 3,872,562 3,100,784 11,273,471 8,886,245
Accounts payable
and accrued
liabilities - (50) - (50)
------------------------------------------------------------------------
4,322,577 3,550,749 12,623,511 10,236,235
Financing:
Distributions paid
to Fund unitholders (4,322,562) (3,551,934) (12,623,466) (10,237,390)
--------------------------------------------------------------------------
Increase in cash 15 (1,185) 45 (1,155)
Cash, beginning of
period 305 1,445 275 1,415
--------------------------------------------------------------------------
Cash, end of period $ 320 $ 260 $ 320 $ 260
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Supplementary
information:
Non-cash financing
and investing
activities:
Issuance of Fund
units to acquire
additional interest
in Boston Pizza
Royalties Limited
Partnership $ - $ - $ 26,576,464 $ 21,776,860
--------------------------------------------------------------------------
--------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
1. Basis of presentation:
These consolidated financial statements include the accounts of the Boston Pizza Royalties Income Fund, its wholly-owned subsidiary Boston Pizza Holdings Trust (the "Trust"), and its 80% owned subsidiary Boston Pizza GP Inc. ("BPGP") (collectively the "Companies" or "Fund"). BPGP is the managing general partner and Boston Pizza International Inc. ("BPI") is a general partner of the Partnership. All residual ownership of BPGP is either directly or indirectly controlled by BPI.
Boston Pizza Royalties Limited Partnership (the "Partnership") is considered to be a Variable Interest Entity. BPI is a primary beneficiary of the Partnership and accordingly is required to consolidate the Partnership.
These interim consolidated financial statements have been prepared using Canadian generally accepted accounting principles.
The disclosures in these statements do not include all the disclosures required by Canadian generally accepted accounting principles for annual financial statements. These statements should be read in conjunction with the significant accounting policies and other information in the Fund's most recent annual financial statements. These statements follow the same accounting policies and methods of their application as the most recent annual financial statements, except for the changes outlined in note 2.
2. Changes in Accounting Policies:
(a) Financial Instruments:
Effective January 1, 2007, the Fund adopted the recommendations of Canadian Institute of Chartered Accountants ("CICA") Handbook Section 1530 Comprehensive Income, Section 3251 Equity, Section 3855 Financial Instruments - Recognition and Measurement, and Section 3861 Financial Instruments - Disclosure and Presentation. These new sections provide standards for recognition, measurement, disclosure and presentation of financial assets, financial liabilities and non-financial derivatives. Handbook section 1530 also establishes standards for reporting and displaying comprehensive income. Comprehensive income includes unrealized gains and losses on financial assets classified as available for sale, unrealized foreign exchange gains and losses arising from translation of self sustaining foreign operations, and changes in unrealized gains and losses on cash flow hedges.
The Fund has reviewed the impact of these new standards and determined that they do not have an impact on the consolidated financial statements in the current period.
The requirement of the Fund to settle its note receivable from BPI in exchange for Class C General Partner units of the Partnership is considered a derivative instrument. The Fund has reviewed the net impact of this potential exchange requirement on its cash flows and has determined there is no significant value applicable to this feature.
(b) Accounting Changes:
CICA Handbook Section 1506, Accounting Changes, revised the standards on changes in accounting policy, estimates or errors to require a change in accounting policy to be applied retrospectively, unless doing so is impracticable, changes in estimates to be recorded prospectively, and prior period errors to be corrected retrospectively. Voluntary changes in accounting policy are allowed only when they result in financial statements that provide reliable and more relevant information. In addition, these revised standards call for enhanced disclosures about the effects of changes in accounting policies, estimates and errors on the financial statements. These revised standards became effective for interim and annual financial statements relating to fiscal periods ending on or after January 1, 2007.
(c) Cash Flows:
Amendments to CICA Handbook Section 1540, Cash Flow Statements, require entities to disclose total cash distributions on financial instruments classified as equity in accordance with a contractual agreement and the extent to which total cash distributions are non-discretionary. This disclosure requirement became effective for interim and annual financial statements relating to fiscal periods ending on or after March 31, 2007. The declaration of distributions from the Fund are at the discretion of the Trustees of the Fund. During the three and nine months ended September 30, 2007, $4.3 million and $12.6 million respectively (2006 - $3.6 million and $10.2 million) in discretionary cash distributions were paid to Unitholders.
3. Operations:
(a) Franchise sales reported by Boston Pizza Restaurants in the Royalty Pool during the three and nine months ended September 30, 2007 is $156,111,458 and $439,980,390 respectively (2006 - $128,279,753 and $362,133,519).
Equity and interest income earned by the Fund has been derived as follows:
--------------------------------------------------------------------------
Three months ended Nine months ended
September 30, September 30,
------------------ ------------------
2007 2006 2007 2006
--------------------------------------------------------------------------
(in thousands of dollars, except number of restaurants in the Royalty Pool
and earnings per Fund unit)
Restaurants in the
Royalty Pool 266 226 266 226
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Franchise sales
reported by
restaurants in
the Royalty Pool $ 156,111 $ 128,280 $ 439,980 $ 362,134
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Royalty income - 4%
of Franchise sales $ 6,244 $ 5,131 $ 17,599 $ 14,485
Administrative and
interest expenses (215) (255) (859) (765)
--------------------------------------------------------------------------
Partnership earnings
for the period
before undernoted 6,029 4,876 16,740 13,720
BPI's interest in
the earnings of the
Partnership (1,783) (1,530) (5,350) (4,625)
--------------------------------------------------------------------------
Equity income related
to BPI royalties
earned by Fund 4,246 3,346 11,390 9,095
Interest income 450 450 1,350 1,350
--------------------------------------------------------------------------
Net earnings before
income taxes $ 4,696 $ 3,796 $ 12,740 $ 10,445
--------------------------------------------------------------------------
--------------------------------------------------------------------------
(a) On January 1, 2007, adjustments to royalty payments and Additional Entitlement were made based on the actual performance of 31 restaurants added to the Royalty Pool on January 1, 2006. Based on these adjustments, BPI received its pro rata portion of the remaining Additional Entitlement, 465,995 Fund units.
(b) On January 1, 2007, 41 (2006 - 31) new Boston Pizza restaurants that opened during the period from January 1, 2006 to December 31, 2006 were added to the Royalty Pool. One restaurant that closed during the period was removed from the Royalty Pool. The Franchise sales of these 40 net new restaurants has been estimated at $74.6 million. The total number of restaurants in the Royalty Pool has increased to 266. As a result of the contribution of the additional net sales to the Royalty Pool, and assuming 100% of the Additional Entitlement, BPI's Additional Entitlement is equivalent to 2,158,478 (2006 - 1,904,808) Fund units. BPI will also receive a proportionate increase in monthly distributions from the Partnership. Of the Additional Entitlement, 20% (2007 - 431,696 units; 2006 - 380,962 units), remain unissued and are not eligible for conversion to Fund units until January 1, 2008 (2006 units - January 1, 2007) based on the actual performance of the new stores.
(c) On February 19, 2007, BPI exchanged Class B General Partner units of the Partnership for 1,754,222 Fund units. BPI then sold these Fund units to the public. As of September 30, 2007, BPI holds exchangeable Partnership units equivalent to 3,187,730 (2006 - 2,749,175) Fund units, or 20% of the issued and outstanding units on a fully diluted basis.
BPI is required to maintain a minimum of 20% indirect interest in the Fund until there are 275 restaurants in the Royalty Pool. The 275th restaurant opened in the current quarter and will be added to the Royalty Pool on January 1, 2008.
4. Investment in Boston Pizza Royalties Limited Partnership:
--------------------------------------------------------------------------
Balance as at December 31, 2005 $ 77,100,557
Acquisition of additional Partnership units by
issuing Fund units 21,776,860
Equity income 12,230,056
Distributions from the Partnership (12,252,633)
--------------------------------------------------------------------------
Balance as at December 31, 2006 98,854,840
Acquisition of additional Partnership units by
issuing Fund units 26,576,464
Equity income 11,389,969
Distributions from the Partnership (10,224,833)
--------------------------------------------------------------------------
Balance as at September 30, 2007 $ 126,596,440
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Summarized balance sheet of the Partnership is as follows:
--------------------------------------------------------------------------
September 30, December 31,
2007 2006
--------------------------------------------------------------------------
Current assets $ 7,666,376 $ 8,175,440
Long-term assets, consisting of
the BP Rights 191,193,591 160,047,787
--------------------------------------------------------------------------
Total assets $ 198,859,967 $ 168,223,227
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Current liabilities $ 4,581,228 $ 7,155,972
Long term liabilities 5,000,000 5,000,000
Partners' surplus 189,278,739 156,067,255
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Total liabilities and surplus $ 198,859,967 $ 168,223,227
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5. Contingency:
BPI and the Partnership are involved in trademark litigation with Boston Market Corporation and other related and unrelated entities that are or have been involved with the Boston Market concept (the "Boston Market Group"), opposing the registration by the Boston Market Group in Canada of the Boston Market trademark. Additionally, BPI and the Partnership have commenced an action against the Boston Market Group to prevent them from infringing BPI's and the Partnership's respective interests in the Boston Pizza trademarks over the Boston Market Group's use of "Boston Market". The Boston Market Group has filed a counterclaim and a separate action challenging the validity of the registered trademark "Boston Pizza" and related trademarks under the Trade-Marks Act (Canada). BPI management does not believe that this action will succeed. However, in the unlikely event that the challenge to the Boston Pizza trademarks is successful, the Partnership would lose the benefits of registration of its trademarks under the Trade-Marks Act (Canada), which may mean losing the ability to prevent others from using the registered trademarks for the goods and services for which they are registered and to prevent others from using similar or confusing trademarks or names. However, the loss of the registration under the Trade-Marks Act (Canada), would not prevent the Partnership from continuing to license and use the "Boston Pizza" and related trademarks in the existing operations and geographic territories where they are presently used and from taking other measures to protect their rights in respect of, and their ability to use, the "Boston Pizza" and related trademarks, in new areas where BPI and its sub-licensees do not presently operate Boston Pizza restaurants. As a result of published information, BPI and the Partnership believe that one or more of Boston Market Corporation and Boston Market Canada Company have been sold by McDonald's Restaurants of Canada Limited. BPI and the Partnership do not anticipate that this will have any impact on this litigation.
6. Income Taxes:
On October 31, 2006, the Canadian federal government announced proposed tax legislation that would change the income tax rules applicable to publicly traded trusts rendering income trusts taxable starting in 2011. On June 12, 2007, the proposed tax legislation passed third reading in the House of Commons. As a result, the associated income tax became substantively enacted for accounting purposes. The legislation imposes a tax of 31.5% on Canadian public income trusts. As a transition period applies to publicly traded trusts that existed prior to November 1, 2006, the new tax is not expected to apply to the Fund until January 1, 2011.
Future income taxes are recorded on the temporary differences arising between the accounting and tax bases of balance sheet assets and liabilities. Historically the Fund had been exempt from recognizing future income taxes associated with temporary differences.
The impact on the Fund's consolidated financial statements was to record a future income tax liability of $2,999,000 as at September 30, 2007, and a corresponding future income tax expense of $176,000 and $2,999,000 for the three and nine months ending September 30, 2007 respectively. The future income tax liability arises mainly as a result of the Fund recording, in the current year, its cumulative share of the temporary differences between the accounting and tax bases of the BP Rights owned by the Partnership generated since the inception of the Fund. This additional expense had no impact on the Fund's cash flow for the period.
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