SIR Royalty Income Fund Announces Additions to Royalty Pool

BURLINGTON, ON, Jan. 29, 2015 /CNW/ - SIR Royalty Income Fund (TSX: SRV.UN) (the "Fund") today announced that, as of January 1, 2015, one new Jack Astor's® restaurant and one new Scaddabush Italian Kitchen & Bar® have been added to the Royalty Pooled Restaurants (the "Royalty Pool") from which the Fund earns distribution income. The Fund's Royalty Pool now consists of 55 restaurants. This represents the ninth year since the Fund's inception in 2004, and the fifth consecutive year that new restaurants have been added to the Fund's Royalty Pool.

"These new additions to the Royalty Pool demonstrate our commitment to continuing to expand our restaurant network and growing cash available for distribution to our unitholders," said Peter Fowler, Chief Executive Officer of SIR Corp. "The two new Royalty Pool restaurants include our Jack Astor's in St. John's, Newfoundland, SIR's first restaurant in the province, and a new Scaddabush location in downtown Toronto, our second location for this popular new Italian concept brand."    

The Royalty Pool is adjusted in January of each year to include sales from any new SIR Corp. ("SIR") restaurants that opened on or before November 2nd of the prior year, net of sales of any Royalty Pooled Restaurants that were closed (the "Initial Adjustment").The Fund, through the SIR Royalty Limited Partnership (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 (the "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 Fund units.

2015 Initial Adjustment
The estimated annualized net revenue of the two new restaurants of $12.2 million is expected to result in a $0.7 million increase to the royalty stream on the basis of the 6% royalty. The Fund, through the Partnership, will pay SIR for the additional royalty stream through the conversion of 350,543 Class B GP Units currently held by SIR, into Class A GP Units on a one-for-one basis. The Class A Units received by SIR are valued at $4.5 million, or $12.85 per Unit, representing the volume weighted average price ("VWAP") of the Fund units for the 20 trading days ended December 22, 2014 ("Current Fund Unit Price"). The 350,543 Class A GP Units represent 80% of the estimated Class A GP Units that SIR is expected to receive. The remaining amount, if any, will be issued in the Second Incremental Adjustment, which will be based on the actual annual revenue for the new restaurants in 2015, as opposed to the current annualized estimate. The date of the Second Incremental Adjustment is January 1, 2016. The actual payment from the Partnership to SIR for the additional Royalty stream is calculated as follows:

2014 Second Incremental Adjustment
The Second Incremental Adjustment for the January 1, 2014 addition of new restaurants to the Royalty Pool is negative. The actual revenue for the 52-weeks ended December 31, 2014, of the four new restaurants added to the Royalty Pool effective January 1, 2014 totaled $18.6 million, which was approximately 20.4% less than the amount originally estimated. This resulted in SIR effectively returning 3,466 Class A GP Units to the Partnership. While the sales of all four of the restaurants added to the Royalty Pool effective January 1, 2104 were negatively affected by unfavourable weather conditions during the winter and spring of 2014, the most significant factor resulting in the actual revenue of the four restaurants being below the estimate used in 2014 Incremental Adjustment, was that sales at one of the new restaurants was significantly below expectations. SIR believes the primary reason for the underperformance of this restaurant is that it is located within a large new condominium and retail development that has not reached its full potential. The 2014 Second Incremental Adjustment is calculated as follows:

Special Conversion Distribution / Refund
As the 2014 Second Incremental Adjustment resulted in SIR effectively returning 3,466 Class A GP Units to the Partnership, the Special Conversion Refund ("Conversion Refund") payable by SIR to the Partnership for December 31, 2014 has been finalized. The amount of the Conversion Refund is $5,378. The annual Special Conversion Distribution / Refund can only be calculated once the actual revenue for the 52-weeks ended December 31, 2014 for the new restaurants added to the Royalty Pool effective January 1, 2014, 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, 2014 new additional restaurants are known with certainty. The amount of the Conversion Refund 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 $1.5516 multiplied by 3,466, which is the number of Class A GP Units that are effectively converted back into Class B GP Units as a result of the 2014 Second Incremental Adjustment. The Conversion Refund has been declared effective December 31, 2014 and will be paid on January 30, 2015.

Capital Structure
Following the 2015 Initial Adjustment and 2014 Second Incremental Adjustment, all effective January 1, 2015, SIR will own, control and hold 2,488,421 Class A GP Units, representing the equivalent of 24.60% of the units of the Fund on a fully diluted basis. This 24.60% consists of:

• 2,141,344 Class A GP Units held by SIR as at December 31, 2014, and
• 347,077 in additional Class A GP Units received for the adjustments described above (350,543 for the 2014 Initial Adjustment minus 3,466 for the 2014 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 95,381,548 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 on a one-for-one basis. 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 on a one-for-one basis into units of the Fund. The 95,381,548 Class B GP Units currently represent 100% of the issued and outstanding Class B GP Units.

The Fund expects there to be a 2015 Second Incremental Adjustment effective January 1, 2015 and an associated Special Conversion Distribution declared effective December 31, 2015, both related to the two new restaurants that were just added to the Royalty Pool. The amount of such adjustment and distribution cannot be determined at this time.    

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 24.6% equivalent Fund unit holding, represented by SIR's Class A GP Units noted above would increase to 24.9%, 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 income via a trademark 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.

About SIR Corp.
SIR is a privately held Canadian corporation that owns and operates a portfolio of 58 restaurants in Canada. SIR's Concept brands include: Jack Astor's Bar and Grill®, with 38 locations; Alice Fazooli's® together with Scaddabush Italian Kitchen & Bar®, for a total of five locations; and Canyon Creek Chop House®, with eight locations.  SIR also operates one-of-a-kind "Signature" brands in downtown Toronto, including Reds® Wine Tavern, Reds® Midtown Tavern, Far Niente®/FOUR®/Petit Four®, and The Loose Moose®.  All trademarks related to the Concept and Signature brands noted above are used by SIR under a License and Royalty 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 55 restaurants currently included in the Royalty Pool. SIR also owns and operates Dukes Refresher™ & Bar in downtown Toronto and two seasonal Signature restaurants: Abbey's Bake House® and Duke's Refresher™, which are not currently part of 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

Certain statements contained in this report, or incorporated herein by reference, 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 applicable securities laws ("forward-looking statements"). Statements concerning the objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates, and the business, operations, financial performance and condition of the Fund, the SIR Holdings Trust (the "Trust"), the Partnership, SIR, the SIR Restaurants or industry results, are forward-looking statements. The words "may", "will", "would", "expect", "believe", "plan", "anticipate", "intend", "estimate" and other similar terminology and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Fund, the Trust, the Partnership, SIR, the SIR Restaurants or industry results, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. 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. Risks related to forward-looking statements include, among other things, challenges presented by a number of factors, including: 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, including effects of possible Alberta sales tax and economic impact of currently lower oil prices; 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; 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.  Given these uncertainties, 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. Forward-looking statements are based on Management's current plans, estimates, projections, beliefs and opinions, and the Fund and SIR do not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change, except as expressly required by applicable securities laws.

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, competition, 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 that the tax effects on distributions will remain consistent with current regulations or pronouncements, and also in estimating the revenue for new restaurants, Management has assumed that they will operate consistent with other similar SIR restaurants. For more information concerning the Fund's risks and uncertainties, please refer to the March 11, 2014 Annual Information Form, for the period ended December 31, 2013, which is available under the Fund's profile at www.sedar.com.

All of the forward-looking statements made in this report are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Fund or SIR.

SOURCE SIR Royalty Income Fund