SIR Royalty Income Fund (TSX: SRV.UN) (the “Fund”) today reported its financial results for the three-month (“Q3 2019”) and nine-month (“YTD 2019”) periods ended September 30, 2019. Percentage calculations are based on the numbers in the financial statements and may not correspond to rounded figures presented in this release.

Q3 2019 Summary

• Pooled Revenue was $72.2 million, a decline of 9.0% compared to $79.3 million for the three-month period ended September 30, 2018 (“Q3 2018”).
• Royalty income in the SIR Royalty Limited Partnership (the “Partnership”) was $4.4 million, a decrease of 7.6% from $4.8 million in Q3 2018.
• Equity income from the Partnership, which represents the Fund’s pro rata share of the residual distributions of the Partnership, was $2.7 million, a decline of 11.5% compared to $3.1 million in Q3 2018.
• Net earnings for the Fund were $1.9 million, or $0.22 per Fund unit (diluted), compared to $4.5 million, or $0.50 per Fund unit (diluted) in Q3 2018. Net earnings were impacted by IFRS 9, which resulted in a decrease in net earnings of $0.5 million for Q3 2019, and an increase in net earnings of $1.7 million for Q3 2018.
• Adjusted net earnings⁽¹⁾ were $2.4 million, or $0.29 per Fund unit, in Q3 2019, compared to $2.8 million, or $0.34 per Fund unit, in Q3 2018.
• The Royalty Pooled Restaurants had a same store sales (“SSS”)⁽³⁾ decline of 9.0%.
• Distributable cash⁽²⁾ totaled $2.4 million, or $0.29 per unit (basic and diluted), and cash distributed to unitholders totaled $2.6 million, representing a payout ratio⁽²⁾ of 107.8%. The Fund’s target payout ratio⁽²⁾ is 100% per annum. IFRS 9 did not impact Distributable cash⁽²⁾ and the Fund’s payout ratio⁽²⁾.
• SIR opened a new Duke’s Refresher® & Bar in the location of the closed Jack Astor’s restaurant in the St. Lawrence Market neighbourhood of downtown Toronto. The new Duke’s Refresher is not expected to be added to the Royalty Pooled Restaurants on January 1, 2020.

“We believe that changing consumer behaviour is having a significant impact on our sales performance and the overall performance in the full-service restaurant industry. Consumer spending at full-service restaurants in Ontario, where the majority of our restaurants are located, has been restrained by the impact of a minimum wage increase on menu pricing and an increasing number of consumers choosing to order through meal delivery services instead of in-restaurant dining, which has impacted beverage sales,” said Peter Fowler, CEO of SIR Corp. “Our corporate ownership model provides us with enhanced flexibility to respond rapidly to changes in market conditions and we are now implementing significant adjustments at our restaurants, including new and healthier food options, improving everyday value and promotional pricing in off-peak periods. This is in addition to our ongoing Jack Astor’s renovation program and our refined pizza and pasta menu at Scaddabush, which was introduced earlier this year. We are also working to increase our share in the delivery segment. However, given our recent decline in sales, the Fund Trustees made the difficult decision last month to adjust the Fund’s distributions in order to align with current revenue levels.”

Financial Results

($000s except restaurants and per Unit amounts) (unaudited)	Three-month  period ended September 30, 2019 Advertisement	Three-month  period ended September 30, 2018	Nine-month period ended September 30, 2019	Nine-month period ended September 30, 2018
Royalty Pooled Restaurants	58	57	58	57 Advertisement
Pooled Revenue generated by SIR Corp	72,154	79,277	216,878	227,178
Royalty income to Partnership – 6% of Pooled Revenue	4,329	4,757	13,013	13,631 Advertisement
Make-Whole Payment	65	–	267	–
Total Royalty income to Partnership	4,394	4,757	13,280	13,631 Advertisement
Partnership other income	6	6	18	18
Partnership expenses	(21)	(22)	(66)	(63) Advertisement
Partnership earnings	4,379	4,741	13,232	13,586
SIR Corp.’s interest (Class A, B, and C GP Units)	(1,643)	(1,650)	(4,941)	4,821) Advertisement
Partnership income allocated to Fund	2,736	3,091	8,291	8,765
Interest income in SIR Loan	–	–	–	– Advertisement
Change in estimated fair value of the SIR Loan	(500)	3,500	12,750	1,750
	2,236	6,591	21,041	10,515
General & administrative expenses Advertisement	(109)	(105)	(361)	(339)
Net earnings (loss) before income taxes of the Fund	2,127	6,486	20,680	10,176
Income tax expense Advertisement	(273)	(1,962)	(6,297)	(2,308)
Net earnings (loss) for the period	1,854	4,524	14,383	7,868
Diluted Earnings per Fund Unit Advertisement	$0.22	$0.50	$1.54	$0.94

Pooled Revenue in Q3 2019 was $72.2 million, a decline of 9.0% from $79.3 million in Q3 2018, primarily reflecting lower SSS⁽³⁾. Pooled Revenue in Q3 2019 was also impacted by the permanent closure of the Jack Astor’s restaurant on John Street in downtown Toronto, effective September 23, 2019. This location was closed at the end of the lease as SIR was unable to negotiate an economically acceptable lease extension given rent and property tax escalations in the location in recent years. SIR is required to pay a Make-Whole Payment to the Fund, via the Partnership, for the closed Jack Astor’s location from the date of closure until it ceases to be part of Royalty Pooled Restaurants on January 1, 2020.

Net earnings for Q3 2019 were impacted by IFRS 9. Under IFRS 9, the Fund is obligated to recognize the SIR Loan at fair value, with differences between the fair value and the carrying value being recorded in the statement of earnings. This resulted in a non-cash fair value adjustment to the statement of earnings in Q3 2019 that resulted in a decrease in net earnings of $0.5 million. In Q3 2018, the non-cash fair value adjustment to the statement of earnings resulted in an increase in net earnings of $1.7 million. Accordingly, the Fund’s net earnings for Q3 2019 were $1.9 million, or $0.22 per Fund unit (basic and diluted), compared to net earnings of $4.5 million, or $0.50 per Fund unit (diluted), in Q3 2018. Adjusted net earnings⁽¹⁾ for Q3 2019 were $2.4 million, or $0.29 per Fund unit, compared to $2.8 million, or $0.34 per Fund unit, in Q3 2018.

Distributable Cash⁽²⁾
The following table reconciles the relationship between cash provided by operating activities and distributable cash⁽²⁾:          

(in thousands of dollars except per unit amounts and payout ratio²)	Three-month period ended Advertisement September 30, 2019	Three-month period ended September 30, 2018	Nine-month period ended September 30, 2019	Nine-month period ended September 30, 2018
Cash provided by operating activities	2,342 Advertisement	2,534	7,659	7,337
Add/(deduct):
Net change in non-cash working capital items	193	(111)	(221)	(690)
Net change in income tax payable Advertisement	16	55	190	608
Net change in distribution receivable from the Partnership	(104)	380	(231)	885
Distributable cash(2) Advertisement	2,447	2,858	7,397	8,140
Cash distributed for the period	2,638	2,554	7,915	7,454
Surplus (shortfall) of distributable cash(2) Advertisement	(191)	304	(518)	686
Payout ratio(2)	107.8%	89.4%	107.0%	91.6%
Distributable cash(2)per Fund unit (basic and diluted) Advertisement	$0.29	$0.34	$0.88	$0.97

Distributable cash⁽²⁾ for Q3 2019 totaled $2.4 million, or $0.29 per Fund unit (basic and diluted), and distributions to Unitholders totaled $2.6 million, representing a payout ratio⁽²⁾ of 107.8%. Distributable cash⁽²⁾ for Q3 2018 totaled $2.9 million, or $0.34 per Fund unit (basic and diluted), and distributions to Unitholders totaled $2.6 million, representing a payout ratio⁽²⁾ of 89.4%. The increased payout ratio⁽²⁾ in Q3 2019 is primarily attributable to a decrease in distributable cash and an increase in cash distributions paid compared to Q3 2018. The Fund’s monthly unitholder distributions increased by 10.5% during 2018, with an increase from $0.095 per unit to $0.10 per unit effective for the Fund’s monthly cash distribution paid in April 2018, and an increase from $0.10 per unit to $0.105 per unit effective for the Fund’s monthly cash distribution paid in September 2018. Effective for the Fund’s cash distribution to be paid in November 2019, the Fund reduced its monthly unitholder distributions from $0.105 per unit to $0.0875 per unit.

Since the Fund’s inception in October 2004, up to and including Q3 2019, the Fund has generated $116.2 million in cumulative distributable cash⁽²⁾ and has paid cumulative cash distributions of $115.9 million, representing a cumulative payout ratio⁽²⁾ (the ratio of cumulative cash distributions paid since inception to cumulative distributable cash⁽²⁾ generated) of 99.7%.

Same Store Sales⁽³⁾   

SSS(3) for Royalty Pooled Restaurants	Three-month period ended September 30, 2019 Advertisement	Three-month period ended September 30, 2018	Nine-month period ended September 30, 2019	Nine-month period ended September 30, 2018
Jack Astor’s®	(10.1%)	1.3% Advertisement	(6.1%)	3.2%
Scaddabush®	(4.9%)	1.1%	(1.3%)	0.5%
Canyon Creek®	(10.3%)	(3.5%) Advertisement	(6.3%)	(2.4%)
Signature Restaurants	(4.7%)	(4.4%)	(0.9%)	(5.7%)
Overall SSS(3)	(9.0%)	0.6% Advertisement	(5.1%)	1.9%

Jack Astor’s, which accounted for approximately 71% of Pooled Revenue in Q3 2019, had a SSS⁽³⁾ decline of 10.1% in the quarter. There were no renovations of Jack Astor’s restaurants during Q3 2019, compared to one renovation in Q3 2018 (Kanata, Ontario). Sales from the two Jack Astor’s locations that were permanently closed during 2019, both located in downtown Toronto (on John Street and in the St. Lawrence Market neighbourhood), were excluded from the calculation of SSS⁽³⁾ for Q3 2019. Near the end of Q3 2019, on September 26, 2019, SIR opened a new Duke’s Refresher & Bar in the location of the closed Jack Astor’s in St. Lawrence Market. The location at John Street was closed at the end of the lease, as SIR was unable to negotiate an economically acceptable lease extension given rent and property tax escalations in the location in recent years.

Scaddabush had a SSS⁽³⁾ decline of 4.9% in Q3 2019. During the quarter, SIR rolled out a refined pizza and pasta program at the Scaddabush restaurants to drive same store sales growth (“SSSG”)⁽³⁾. This menu update, which was first tested at the Scaddabush location in Oakville, Ontario, was implemented at the location at the Square One shopping centre in Mississauga, Ontario in the first quarter of 2019 prior to the rollout to the remaining restaurants in Q3 2019. Scaddabush SSS⁽³⁾ performance for Q3 2019 includes seven locations, excluding the location at the CF Sherway Gardens shopping mall in Etobicoke, Ontario, and the recently opened location in the Mimico neighbourhood of Etobicoke.

Canyon Creek had a decline in SSS⁽³⁾ of 10.3% in Q3 2019. SIR’s management is actively considering options for the Canyon Creek portfolio to improve performance.

The downtown Toronto Signature Restaurants had a SSS⁽³⁾ decline of 4.7% in Q3 2019. The Loose Moose® was impacted by an approximately 30% decline in event attendance at major downtown Toronto sporting and entertainment venues in Q3 2019 compared to both Q2 2019 and Q3 2018. Reds® Midtown Tavern generated strong double-digit sales growth in Q3 2019 that can be attributed to a change in leadership for the Reds® concept, along with management changes at this location. Reds also introduced a new wine program during 2019 that contributed to an increase in beverage sales in Q3 2019 at both Reds locations in downtown Toronto (Reds Midtown Tavern and Reds Wine Tavern). SSS⁽³⁾ performance for the Signature Restaurants does not include the new Reds restaurant in Mississauga, Ontario (Reds Square One), which opened during Q4 2017 on December 11, 2017, as it was not open and included in Pooled Revenue for the entire comparable periods in 2019 and 2018.

Outlook
SIR secured additional long-term financing in 2018 to fund new restaurant developments and renovations to existing restaurants. SIR continues to assess changes in the marketplace, including economic conditions and consumer confidence, and has advised the Fund that it has adopted a more cautious stance toward new restaurant openings.

In support of driving growth in Royalty Pooled Revenue and/or SSS⁽³⁾:  

• SIR commenced a comprehensive Jack Astor’s renovation program in 2016 and has completed renovations to 21 locations to date. SIR is pleased with the performance of the renovated locations and intends to implement similar renovations at other Jack Astor’s in the future.
  
  
• The new Scaddabush restaurant in the Mimico neighbourhood of Etobicoke, Ontario is expected to be added to the Royalty Pooled Restaurants on January 1, 2020. This restaurant opened during the second quarter of 2019 and represents SIR’s ninth Scaddabush location.
  
  
• Subsequent to Q3, 2019, effective October 13, 2019, SIR permanently closed the Canyon Creek restaurant in Burlington, Ontario. In accordance with the License and Royalty Agreement, as of October 12, 2019, the 15th anniversary of the closing date of the Fund’s Initial Public Offering, SIR is no longer required to pay a Make-Whole Payment in respect of a permanently closed Royalty Pooled Restaurant. SIR plans to open a new Scaddabush restaurant at this location before the end of 2019, but there can be no assurance that this restaurant will be opened or will become part of Royalty Pooled Restaurants
  
  
• SIR’s Management believes that recent performance in the full-service restaurant industry has been impacted by a shift in consumer behaviour. Consumer spending at full-service restaurants in Ontario, where the majority of SIR’s restaurants are located, has been restrained by a number of factors including the impact of a minimum wage increase on menu pricing, changes to impaired driving legislation impacting beverage sales, rising costs of living, and high levels of consumer debt. In addition, an increasing number of consumers are choosing to order through meal delivery services instead of in-restaurant dining. According to Restaurants Canada data, real foodservice sales (sales adjusted for estimated menu inflation) in Ontario fell in 2018, following four years of average annual real growth between 2014 and 2017. To date in 2019, real foodservice sales in Ontario have increased slightly, and SIR’s Management continues to focus its strategic efforts on capturing a greater share of the market.

The Fund’s consolidated unaudited Financial Statements and Management Discussion & Analysis (“MD&A”), and the Partnership’s Financial Statements, for the three and nine-month periods ended September 30, 2019, are available via the SEDAR website at www.sedar.com and SIR’s website at www.sircorp.com.

(1) Adjusted Net Earnings (Loss) is calculated by replacing the change in estimated fair value of the SIR Loan as reported in the statement of earnings with the interest received on the SIR Loan during the period and the corresponding deferred tax expense or recovery from the net earnings for the period. Adjusted Earnings per Fund unit represents the portion of net earnings adjusted for the change in estimated fair value of the SIR Loan and the deferred tax expense or recovery for the period allocated to each outstanding Fund unit. Adjusted Net Earnings (Loss) and Adjusted Earnings per Fund unit are non-GAAP financial measures and do not have a standardized meaning prescribed by IFRS. Management believes that in addition to net earnings (loss), Adjusted Net Earnings (Loss) and Adjusted Earnings per Fund unit are useful supplemental measures to evaluate the Fund’s performance. The change in estimated fair value of the SIR Loan is a non-cash fair value transaction resulting from IFRS 9 and varies with changes in a discount rate that fluctuates based on current market interest rates adjusted for SIR’s credit risk. The replacement of the non-cash change in estimated fair value of the SIR Loan with the interest received, and the corresponding deferred tax amount, eliminates this non-cash impact. Management cautions investors that Adjusted Net Earnings (Loss) should not replace net earnings or loss or cash flows from operating, investing and financing activities (as determined in accordance with IFRS), as an indicator of the Fund’s performance. The Fund’s method of calculating Adjusted Net Earnings (Loss) may differ from the methods used by other issuers. Please refer to the reconciliations of net earnings (loss) for the period to Adjusted Net Earnings in the Fund’s MD&A for the three and nine-month periods ended September 30, 2019.

(2) Distributable cash and payout ratio are non-GAAP financial measures and do not have standardized meanings prescribed by IFRS. However, the Fund believes that distributable cash and the payout ratio are useful measures as they provide investors with an indication of cash available for distribution. The Fund’s method of calculating distributable cash and the payout ratio may differ from that of other issuers and, accordingly, distributable cash and the payout ratio may not be comparable to measures used by other issuers. Investors are cautioned that distributable cash and the payout ratio should not be construed as an alternative to the statement of cash flows as a measure of liquidity and cash flows of the Fund. The payout ratio is calculated as cash distributed for the period as a percentage of the distributable cash for the period. Distributable cash represents the amount of money which the Fund expects to have available for distribution to Unitholders of the Fund, and is calculated as cash provided by operating activities of the Fund, adjusted for the net change in non-cash working capital items including a reserve for income taxes payable and the net change in the distribution receivable from the SIR Royalty Limited Partnership. For a detailed explanation of how the Fund’s distributable cash is calculated, please refer to the Fund’s MD&A for the three and nine-month periods ended September 30, 2019, which can be accessed via the SEDAR website (www.sedar.com).

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(3) Same store sales (“SSS”) and same store sales growth (“SSSG”) are non-GAAP financial measures and do not have standardized meanings prescribed by IFRS. However, the Fund believes that SSS and SSSG are useful measures and provide investors with an indication of the change in year-over-year sales. The Fund’s method of calculating SSS and SSSG may differ from those of other issuers and, accordingly, SSS and SSSG may not be comparable to measures used by other issuers. SSS includes revenue from all SIR Restaurants included in Pooled Revenue except for those locations that were not open for the entire comparable periods in fiscal 2019 and fiscal 2018. SSSG is the percentage increase in SSS over the prior comparable period.

SOURCE SIR Royalty Income Fund