VANCOUVER, BC, Dec. 9, 2021 /CNW/ - A&W Revenue Royalties Income Fund (the Fund) (TSX: AW.UN) and A&W Food Services of Canada Inc. (A&W Food Services) announced today that, effective January 5, 2022, the number of A&W restaurants for which royalties are paid to A&W Trade Marks Limited Partnership (the Partnership) will be increased by 34 new restaurants that were opened across Canada between September 4, 2020 and September 9, 2021, less 13 restaurants that were permanently closed between November 2, 2020 and November 7, 2021 (the Reporting Period). The addition of these 21 net new restaurants brings the total number of A&W restaurants in the Royalty Pool to 1,015. Since the inception of the Fund in 2002, the number of restaurants for which royalties are paid to the Fund (through the Partnership) has increased by 430 restaurants, from 585 to 1,015.
"We are very pleased to be adding 21 net new A&W restaurants to the Royalty Pool," said Susan Senecal, President and Chief Executive Officer of A&W Food Services. "The commitment of our franchisees has been outstanding. Despite challenges related to COVID-19 and the supply chain that are impacting businesses around the globe, A&W Food Services continues to successfully open new restaurants across Canada and we are delighted with this pace of growth, particularly in Ontario and Quebec which continue to be our most important growth markets."
The estimated annualized sales of the 34 new A&W restaurants being added to the Royalty Pool on January 5, 2022 are $50,688,000 and annual sales for the 13 permanently closed restaurants were $7,536,000. The net estimated annualized sales of $43,152,000 from the 21 net new restaurants translate into estimated net additional annual royalty payments to the Fund of $1,295,000 on the basis of the royalty of 3% of sales.
The consideration to be paid to A&W Food Services for the estimated net additional royalty revenue is calculated in accordance with the licence agreement and is $17,178,000, representing 80% of the consideration payable for such net additional royalty payments, calculated by discounting the estimated additional royalties by 7.5% and dividing the result by the yield on units of the Fund. The yield is calculated as the total amount of cash distributed to unitholders of the Fund during the Reporting Period, adjusted to reflect income tax payable by A&W Trade Marks Inc. (Trade Marks), divided by the weighted average trading price of the units of the Fund for the 20 trading days ending November 1, 2021, or $38.66. This consideration will be paid on January 5, 2022 by issuance of 444,327 limited partnership units of the Partnership (LP units), which will immediately be exchanged for 888,654 non-voting common shares of Trade Marks. These additional shares of Trade Marks are exchangeable at the option of A&W Food Services for 444,327 limited voting units of the Fund, subject to the approval of the TSX.
An amount representing 20% of the consideration payable for the net additional royalty revenue, will be paid by issuance of additional LP units in December 2022. The actual amount of the consideration to be paid, and the number of LP units to be issued, in December 2022 will be determined based upon on the actual annual sales reported by the 34 new restaurants.
The Fund and A&W Food Services also announced today that the actual sales of the new restaurants added to the Royalty Pool on January 5, 2021 have now been determined. The actual annual sales for the 34 new restaurants added on January 5, 2021 were $53,842,000 compared to the original estimate of $45,248,000. Based on actual sales, total consideration of $20,164,000 is payable to A&W Food Services, compared to total consideration of $16,588,000 that was initially determined based on estimated forecasted sales. As a result of the actual restaurant sales of the new 34 restaurants added to the pool exceeding the original estimate, the remaining 20% of the initial consideration of $3,318,000 has now been paid to A&W Food Services by issuance of 116,329 LP units at a price of $28.52 per unit and additional consideration of $3,575,000 has also been paid to A&W Food Services in the form of 125,354 LP units also at a price of $28.52 per unit. The 116,329 LP units and additional 125,354 LP units have been exchanged for an aggregate of 483,366 non-voting common shares of Trade Marks. These additional non-voting common shares of Trade Marks are exchangeable at the option of A&W Food Services for 241,683 limited voting units of the Fund, subject to the approval of the TSX.
As a result of the increase in the royalties paid to the Partnership by A&W Food Services, Trade Marks also declared a special dividend of $334,000 to A&W Food Services. This amount represents the amount of the distributions of the Fund that would have been indirectly received by A&W Food Services had the 483,366 non-voting common shares of Trade Marks been issued to A&W Food Services on January 5, 2021.
After the amendment to the Royalty Pool on January 5, 2022, which will result in additional shares of Trade Marks being issued to A&W Food Services, A&W Food Services will receive a proportionate increase in monthly dividends from Trade Marks, and will own the equivalent of 26.0% of the voting securities of the Fund on a fully-diluted basis, excluding the issuance of the excess exchangeable LP units that represent the remaining 20% of the initial consideration for the January 5, 2022 amendment to the Royalty Pool that are payable in December 2022. Including the issuance of the excess exchangeable LP units that represent the remaining 20% of the initial consideration for the January 5, 2022 amendment to the Royalty Pool that are payable in December 2022, A&W Food Services' ownership in the outstanding voting securities of the Fund is approximately 26.4% on a fully diluted basis.
The growth of the Royalty Pool reflects the continuing strength and success of the A&W brand. The Fund's current annualized distribution rate is $1.86 per unit.
About the Fund
The Fund is a limited purpose trust established to invest in Trade Marks, which through its interest in the Partnership, owns the A&W trade-marks used in the A&W quick service restaurant business in Canada. The A&W trade-marks comprise some of the best-known brand names in the Canadian foodservice industry. In return for licensing, A&W Food Services to use its trade-marks, Trade Marks (through the Partnership) receives royalties equal to 3% of the sales of A&W restaurants in the Royalty Pool. The Royalty Pool is adjusted annually to add new restaurants, less any A&W restaurants that have permanently closed. The Partnership pays A&W Food Services for the additional net new restaurants in the form of an increase in the limited partnership interest of A&W Food Services, based upon a formula set out in the licence agreement. A&W Food Services' additional limited partnership interest may be exchanged for additional shares of Trade Marks which are exchangeable for limited voting units of the Fund. These annual adjustments to the Royalty Pool are required under the licence agreement and are exempt from the prospectus and registration requirements pursuant to NI 45-106.
A&W is the second largest quick-service hamburger restaurant chain in Canada. Operating coast-to-coast, A&W restaurants feature famous trade-marked menu items such as The Burger Family®, Chubby Chicken® and A&W Root Beer®.
SOURCE A&W Revenue Royalties Income Fund