Boston Pizza Royalties Income Fund and Boston Pizza International Inc. Announce First Quarter Sales Results and April Distribution to Unitholders
Fund's earnings before taxes rise 16% with royalty pool growing to 300 restaurants
VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 7, 2008) - 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 January 1, 2008 to March 31, 2008 (the "Period"). A copy of the management's discussion and analysis and financial statements are available at www.sedar.com and www.bpincomefund.com. The Fund will host a conference call to discuss the results on May 8, 2008 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 May 15, 2008 by dialling 1-800-319-6413 or 604-638-9010 and entering the pin code: 4452 followed by # sign.
Same Store Sales Growth ("SSSG"), the key metric for revenue growth of the Fund, was 0.9% for the Period. Overall growth in franchise sales of restaurants in the royalty pool was 10.9% for the Period. This was achieved through the addition of 34 new restaurants to the royalty pool on January 1, 2008. During the Period, BPI opened two new Boston Pizza restaurants and renovated ten existing locations to the latest design standards.
"As we had indicated in our previous financial release, the first quarter of 2008 held some challenges for same store sales growth at Boston Pizza," said Mike Cordoba, Chief Executive Officer. "In addition to the extremely cold weather and snowstorms which impacted customer traffic in some regions of the country, we had a record number of locations that closed for renovations during the quarter. Those restaurants have now re-opened for business and we fully expect that the great new look of the renovated locations, along with our new menu and national advertising campaign launching in the second quarter, will contribute to sales growth going forward."
Earnings before income taxes increased by 16.0% during the Period compared to the same period in 2007. Earnings before income taxes of the Fund for the Period were $4.3 million or $0.324 per unit compared to the first quarter of 2007 in which earnings before income taxes were $3.7 million or $0.317 per unit. Distributions declared for the Period were $0.230 per unit compared to the first quarter of 2007 in which distributions declared were $0.222 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.
The Trustees of the Fund are pleased to announce a monthly cash distribution to Unitholders of 11.5 cents per unit for April 2008. The April distribution will be paid to Unitholders of record at the close of business on May 21, 2008 and will be payable on May 31, 2008. 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.
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.
Jan. 1, 2008 Jan. 1, 2007
to to
Mar. 31, 2008 Mar. 31, 2007
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(in thousands of dollars - except restaurants,
SSSG and per unit items)
System-Wide Gross Sales $191,487 $171,173
Number of restaurants in Royalty Pool 300 266
Franchise Sales reported by restaurants
in Royalty Pool $152,638 $137,592
Royalty Income - 4% of Franchise Sales
of Royalty Pool Restaurants $ 6,106 $ 5,504
Partnership administrative and interest
expenses $ 388 $ 332
Partnership earnings for the period
before undernoted $ 5,718 $ 5,172
BPI's interest in the earnings of the
Partnership $ 1,841 $ 1,892
Equity income related to BPI royalties
earned by the Fund $ 3,877 $ 3,280
Interest income $ 450 $ 450
Earnings before income taxes $ 4,327 3,730
Future income tax expense $ 116 -
Net earnings $ 4,211 $ 3,730
Basic and Diluted Earnings per Fund unit $ 0.316 $ 0.317
Distributions declared per Fund unit $ 0.230 $ 0.222
Same store sales growth (SSSG) 0.9% 6.6%
Number of restaurants opened during period 2 1
Number of restaurants closed during period 0 0
OUTLOOK
Boston Pizza is well positioned for future growth and should continue to strengthen its position as the number one casual dining brand in Canada. In 2008, BPI management anticipates that approximately 30 to 35 new locations will open across Canada. Management will continue to pursue further development in Western Canada, while the majority of new locations are expected to be in Eastern Canada and Quebec.
SSSG in the year ahead will be driven by a new television advertising campaign, a larger national marketing budget and an updated menu roll-out. In addition, Boston Pizza is continuing to aggressively pursue its renovation program with plans to complete a record 25 to 30 major restaurant renovations during 2008. Renovated restaurants have historically experienced an average sales increase of 10% - 15% in the year following the renovation.
Certain information in this press release may constitute "forward-looking" information that involves 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 information. When used in this press release, such information uses words including "anticipate", "estimate", "may", "will", "expect", "believe", "plan" and other similar terminology. This information reflects current expectations regarding future events and operating performance and speak only as of the date of this press release. Such forward-looking information involves a number of risks, uncertainties and future expectations including, but not limited to the risks and uncertainties set out in the Fund's management's discussion and analysis under "Risks and Uncertainties". Forward-looking information is made as of the date hereof and, except as required by law, we assume no obligation to update or revise forward-looking information to reflect new events or circumstances.
The trustees of the Fund have approved the contents of this press release.
BOSTON PIZZA ROYALTIES INCOME FUND
Consolidated Balance Sheets
(Unaudited)
-------------------------------------------------------------------------
March 31, December 31,
2008 2007
Assets
Current assets:
Cash $ 349 $ 334
Interest receivable on note receivable
from Boston Pizza International Inc. 150,000 150,000
Distributions receivable from Boston
Pizza Royalties Limited Partnership - 1,316,361
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150,349 1,466,695
Note receivable from Boston Pizza
International Inc. 24,000,000 24,000,000
Investment in Boston Pizza Royalties
Limited Partnership (note 7) 162,624,608 125,198,453
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$ 186,774,957 $ 150,665,148
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Liabilities and Unitholders' Equity
Current liabilities:
Distributions payable to Fund unitholders $ - $ 1,466,356
------------------------------------------------------------------------
Future income taxes (note 9) 2,997,000 2,881,000
Unitholders' equity:
Fund units 185,703,750 149,182,700
Retained earnings (deficit) (1,925,793) (2,864,908)
------------------------------------------------------------------------
183,777,957 146,317,792
Contingency (note 8)
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$ 186,774,957 $ 150,665,148
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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 months ended March 31, 2008 and 2007
-------------------------------------------------------------------------
2008 2007
-------------------------------------------------------------------------
Revenue (note 6(a)):
Equity income related to BPI royalties $ 3,876,520 $ 3,279,950
Interest income 450,010 450,010
-------------------------------------------------------------------------
Earnings before income taxes 4,326,530 3,729,960
Future income taxes (note 9) (116,000) -
-------------------------------------------------------------------------
Net earnings and comprehensive income
for the period $ 4,210,530 $ 3,729,960
-------------------------------------------------------------------------
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Weighted average units outstanding 13,333,498 11,776,354
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Basic and diluted earnings per Fund unit $ 0.32 $ 0.32
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-------------------------------------------------------------------------
Consolidated Statements of Retained Earnings (Deficit)
(Unaudited)
Three months ended March 31, 2008 and 2007
-------------------------------------------------------------------------
2008 2007
-------------------------------------------------------------------------
Retained earnings (deficit), beginning
of period $ (2,864,908) $ 248,883
Net earnings for the period 4,210,530 3,729,960
Distributions declared to Fund unitholders (3,271,415) (2,830,710)
-------------------------------------------------------------------------
Retained earnings (deficit), end of
period $ (1,925,793) $ 1,148,133
-------------------------------------------------------------------------
-------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
BOSTON PIZZA ROYALTIES INCOME FUND
Consolidated Statements of Cash Flows
(Unaudited)
Three months ended March 31, 2008 and 2007
-------------------------------------------------------------------------
2008 2007
-------------------------------------------------------------------------
Cash provided by (used in):
Operations:
Net earnings $ 4,210,530 $ 3,729,960
Items not affecting cash:
Equity income (3,876,520) (3,279,950)
Future income taxes 116,000 -
Distributions received from Boston Pizza
Royalties Limited Partnership 4,287,776 3,579,355
------------------------------------------------------------------------
4,737,786 4,029,365
Financing:
Distributions paid to Fund unitholders (4,737,771) (4,029,350)
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Increase in cash 15 15
Cash, beginning of period 334 275
-------------------------------------------------------------------------
Cash, end of period $ 349 $ 290
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Supplementary information:
Non-cash financing and investing
activities:
Issuance of Fund units to acquire
additional interest in Boston
Pizza Royalties Limited Partnership $ 36,521,050 $ 26,576,464
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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) Capital Disclosures:
Effective January 1, 2008, the Fund adopted the recommendations of Canadian Institute of Chartered Accountants ("CICA") Handbook Section 1535, Capital Disclosures that specifies the disclosure of: (i) an entity's objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any established capital requirements; and, (iv) if it has not complied, the consequences of such non-compliance.
(b) Financial Instruments:
The Fund has also adopted CICA Handbook Sections 3862 and 3863 that replace Handbook Section 3861, Financial Instruments - Disclosure and Presentation, revising and enhancing its disclosure requirements, and carrying forward its presentation requirements. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks.
3. Capital Disclosures:
The Fund's objectives in managing its capital, which it defines as Unitholders' equity, are:
- To safeguard the Fund's ability to continue as a going concern
- To provide financial capacity and flexibility to meets its strategic objectives
- To provide an adequate return to unitholders commensurate with the level of risk
- To distribute excess cash through distributions
The Fund defines its capital as the balance of unitholders' equity.
The Fund maintains formal financial policies to manage its capital structure. The Fund makes adjustments to the policies in light of changes to economic conditions, the underlying risks inherent in its operations, and capital requirements to maintain and grow its operations.
The Fund is not subject to any statutory capital requirements and has no commitments to sell or otherwise issue shares, other than the commitment to exchange Class B general partner units ("Partnership Units") held by BPI for Fund units, as described in note 6(d).
4. Financial Instruments:
The Fund classified its financial instruments as follows:
- Cash as held-for-trading, which is measured at fair value.
- Interest receivable on note receivable from BPI, distributions receivable from the Partnership and note receivable from BPI as loans and receivables, which are initially measured at fair value and subsequently at amortized cost.
- Distributions payable to Fund unitholders as other financial liabilities, which are measured at amortized cost.
- The requirement of the Fund to settle its note receivable from BPI in exchange for Class C general partner units ("Class C Units") is classified as 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.
The fair values of interest receivable, distributions receivable and distributions payable approximate their carrying amount largely due to the short-term maturities of these instruments.
5. Financial Risk Management:
The Fund is primarily exposed to credit risk, liquidity risk, and interest rate risk, as they relate to the Fund's identified financial instruments.
Credit risk
Credit risk is defined by the Fund as an unexpected loss in cash and earnings if the other party is unable to pay its obligations in due time. The Fund's exposure to credit risk arises from its distributions receivable, interest receivable and notes receivable, all being due from either BPI or the Partnership. The Fund monitors this risk through its regular review of operating and financing activities of BPI. Since its inception, the Fund has never failed to collect its interest or distributions receivable on a timely basis.
The performance of the Fund is directly dependent upon the royalty and interest payments received from BPI. The amount of royalty received from BPI is dependent on various factors that may affect the casual dining sector of the restaurant industry. In general, the restaurant industry, and in particular the casual dining sector, is intensely competitive with respect to price, service, location and food quality. If BPI and the Boston Pizza franchisees are unable to successfully compete in the casual dining sector, Franchise Sales may be adversely affected. The reduction of royalties may impact the ability for BPI to pay the royalty or interest on the loan to BPI from the Fund.
Liquidity risk
Liquidity risk results from the Fund's potential inability to meet its financial liabilities. Beyond effective net working capital and cash management, the Fund constantly monitors the operations and cash flows of the Partnership to ensure that current and future distributions to Unitholders will be met.
The Fund's capital resources are comprised of cash and cash equivalents and cash flow from operating activities.
The Fund is subject to certain Guarantor covenants and reporting requirements arising from the Partnership's undrawn $1 million operating line of credit and $5 million term loan.
Interest rate risk
The Fund's interest rate risk exposure is mainly related to an interest-bearing note receivable from BPI. As this note receivable has a fixed interest rate of 7.5%, is from a related party, and is due in July 2042, the Fund does not perform interest rate risk management to minimize the overall financial interest rate risk.
6. Operations:
(a) Franchise sales reported by Boston Pizza Restaurants in the Royalty Pool during the three months ended March 31, 2008 is $152,638,028 (2007 - $137,592,107).
Equity and interest income earned by the Fund has been derived as follows:
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January 1, January 1,
2008 to 2007 to
March 31, March 31,
2008 2007
-------------------------------------------------------------------------
(in thousands of dollars, except number of restaurants
in the Royalty Pool and earnings per Fund unit)
Restaurants in the Royalty Pool 300 266
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Franchise sales reported by restaurants
in the Royalty Pool $ 152,638 $ 137,592
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Royalty income - 4% of Franchise sales $ 6,106 $ 5,504
Administrative and interest expenses (388) (332)
-------------------------------------------------------------------------
Partnership earnings for the period
before undernoted 5,718 5,172
BPI's interest in the earnings of the
Partnership (1,841) (1,892)
-------------------------------------------------------------------------
Equity income related to BPI royalties
earned by Fund 3,877 3,280
Interest income 450 450
-------------------------------------------------------------------------
Net earnings before income taxes $ 4,327 $ 3,730
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(a) On January 1, 2008, adjustments to royalty payments and Additional Entitlement were made based on the actual performance of 40 net new restaurants added to the Royalty Pool on January 1, 2007. Based on these adjustments, BPI will receive its pro rata portion of the remaining Additional Entitlement, 386,341 Fund units.
(b) On January 1, 2008, 34 new Boston Pizza restaurants that opened during the period from January 1, 2007 to December 31, 2007 were added to the Royalty Pool. The Franchise sales of these 34 new restaurants have been estimated at $69,144,000. The total number of restaurants in the Royalty Pool has increased to 300. 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 1,889,459 (2007 - 2,158,478) Fund units. BPI will also receive a proportionate increase in monthly distributions from the Partnership. Of the Additional Entitlement, 20% (2008 - 377,892 units; 2007 - 431,696 units), remain unissued and are not eligible for conversion to Fund units until January 1, 2009 (2007 units - January 1, 2008) based on the actual performance of the new stores.
(c) On March 13, 2008, BPI exchanged Partnership Units for 2,945,246 Fund units. As a result, the Fund's investment in the Boston Pizza Royalties Limited Partnership and Fund units increased by $36,521,050, which is based on the market value of the Fund's units at the date. BPI then sold these Fund units to the public. As of March 31, 2008, BPI holds exchangeable Partnership Units equivalent to 2,140,392 Fund units, or 12% of the issued and outstanding units on a fully diluted basis.
7. Investment in Boston Pizza Royalties Limited Partnership:
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Balance as at December 31, 2006 $ 98,854,840
Acquisition of additional Partnership
Units by issuing Fund units 26,576,464
Equity income 15,231,904
Distributions from the Partnership (15,464,755)
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Balance as at December 31, 2007 125,198,453
Acquisition of additional Partnership
Units by issuing Fund units 36,521,050
Equity income 3,876,520
Distributions from the Partnership (2,971,415)
-------------------------------------------------------------------------
Balance as at March 31, 2008 $ 162,624,608
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Summarized balance sheet of the Partnership is as follows:
-------------------------------------------------------------------------
March 31, December 31,
2008 2007
-------------------------------------------------------------------------
Current assets $ 4,072,997 $ 9,273,162
Long-term assets, consisting of
the BP Rights 216,864,560 191,191,716
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Total assets $ 220,937,557 $ 200,464,878
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Current liabilities $ 1,366,762 $ 8,112,139
Long-term liabilities 5,000,000 5,000,000
Partners' surplus 214,570,795 187,352,739
-------------------------------------------------------------------------
Total liabilities and surplus $ 220,937,557 $ 200,464,878
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8. Contingency:
On March 7, 2008 BPI, the Fund, and Boston Market Corporation ("Boston Market") entered into a Trademark Co-Existence and Settlement Agreement settling all ongoing litigation between the parties and other parties currently or formerly related to Boston Market. The litigation involving BPI, the Fund, Boston Market and other parties arose due to Boston Market's decision to begin operating Boston Market restaurants in Canada in 2002. Boston Market restaurants ceased operating in Canada in 2004.
The Trademark Co-Existence and Settlement Agreement resolves the trademark infringement action commenced by BPI and the Fund against Boston Market and related parties, the trademark expungement proceedings and counterclaim commenced by Boston Market and related parties against BPI and the Fund relating to various trademarks owned by the Fund and used by Boston Pizza restaurants in Canada, as well as various trademark applications made by the Boston Market or related parties and opposed by BPI.
The principal terms of the Trademark Co-Existence and Settlement Agreement include:
(a) Boston Market has agreed that for a five-year period it will not apply to register in Canada or use in Canada any trademark that incorporates the words "Boston" or "Boston Market" in association with restaurants or any food or beverage products other than pre-packaged food products (not including pizza and lasagna) intended for consumption at home and distributed through retail distribution channels other than restaurants;
(b) BPI and the Fund have agreed not to challenge the registration in Canada or the use in Canada by Boston Market of the trademark "BOSTON MARKET" in association with pre-packaged food products (not including pizza and lasagna) intended for consumption at home and distributed through retail distribution channels other than restaurants;
(c) Boston Market has agreed that for a five-year period it will not challenge the registration in Canada or the use in Canada by the Fund or BPI of any trademark that uses the words "Boston" or "Boston Pizza" (except for certain trademarks of Boston Market such as "BOSTON MARKET", "BOSTON CHICKEN", and "BOSTON HEARTH");
(d) Boston Market will comply with various trade-dress restrictions; and
(e) No compensation will be paid by any party in relation to the Trademark Co-Existence and Settlement Agreement.
9. 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. This rate was subsequently lowered in December 2007 to 29.5% for 2011 and 28% for 2012 and onwards. 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 expense of $116,000 for the three months ending March 31, 2008, and a corresponding increase in the future income tax liability as at March 31, 2008. 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 year.
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