Gross Sales reported by A&W restaurants in
the Royalty Pool
(1)
Distributions to Shareholders
Royalty Pool Same Store Sales Growth (2)
Comparison of Total Unitholders' Return (3)
Chairman’s Report to Unitholders
On behalf of the trustees (the “Trustees”) of the A&W Revenue Royalties Income Fund (the
“Fund”), it is my pleasure to report the results for the fourth quarter and full year ended
December 31, 2023.
The Fund’s royalty income increased by 5.1% in the fourth quarter of 2023 and 5.3% for the
year, as compared to the comparable periods in 2022. The increase in income was driven by the
Royalty Pool Same Store Sales Growth(1) of 2.7% for the year and additional gross sales from 22
net new restaurants that were added to the Royalty Pool on January 5, 2023.
Another noteworthy event in 2023 was the updating of the A&W strategy and the mission
statement, which now is as follows:
“Together, to excite Canada’s most avid burger lovers, wherever they are, with the best tasting
burgers they crave, earning even more of their visits and making A&W restaurants even more
successful”.
The Trustees are very excited by the new A&W strategy, which includes creating a “can’t wait to
come back” appeal and a highly convenient guest experience making it easier for franchisees and
their teams to operate successful restaurants. Successfully executed, this strategy will be key to
delivering continued strong results and improved market share, and increased income for the
Fund.
On behalf of the Trustees, I sincerely thank A&W’ s guests, franchisees, employees and Fund
Unitholders for their continued support and loyalty to A&W.
(signed) Kevin Mahoney
Chairman
A&W Revenue Royalties Income Fund
(1) “Royalty Pool Same Store Sales Growth” is a non-IFRS supplementary financial measures. See the “Non-IFRS
Measures” section of the Fund’s MD&A for the year ended December 31, 2023, for further details on how this
measure is calculated and used to assess the Fund’s performance.
Report to Fund Unitholders
We are pleased with our sales results in 2023, achieving Royalty Pool Same Store Sales Growth(1)
of 2.7% which is attributable to modest increases in average check size due to industry-wide
inflation on goods, services, and labour, a rebound in sales at shopping center and urban locations
and innovative new menu items such as the A&W Brew BarTM.
In 2023 we also opened 19 new A&W restaurants, bringing the total number of restaurants in the
chain to 1,054 as at December 31, 2023. In 2023, we continued with the national rollout of the
A&W Brew Bar, which offers a variety of frozen beverages as well as hot and cold espresso-based
drinks. Guests can now enjoy the A&W Brew Bar at over 620 A&W restaurants across the country.
In 2023, A&W also continued to introduce the Pret A Manger (“Pret”) brand within A&W
restaurants in select markets across Canada. As at December 31, 2023, 5 A&W locations (3 in
Vancouver and 2 in Toronto) were offering a range of Pret products in their restaurants with another
20 locations across the country offering Pret coffee and pastries.
In August, A&W was proud to once again partner with MS Canada on its annual Burgers to Beat
MS Day. Through the generosity of our guests and the commitment of our restaurant teams, the
campaign raised $1.6 million in 2023 and has raised more than $20 million since inception. These
funds help support world-class MS research, programs, services, and advocacy efforts that improve
the quality of life for Canadians living with and affected by the disease.
We have been focusing efforts on our core strategic initiatives in the year and believe our mission
“Together, to excite Canada’s most avid burger lovers, wherever they are, with the best tasting
burgers they crave, earning even more of their visits and making A&W restaurants even more
successful” will help us continue to grow and strengthen our positioning. The talent and experience
of our operators and franchisees have contributed significantly to our ability to achieve these goals
and our continued success.
(signed) Susan Senecal
President and Chief Executive Officer, A&W Food Services of Canada Inc.
TM trademark of A&W Trade Marks Limited Partnership, used under license.
(1) “Royalty Pool Same Store Sales Growth” is a non-IFRS supplementary financial measures. See the “Non-IFRS
Measures” section of the Fund’s MD&A for the year ended December 31, 2023, for further details on how this measure
is calculated and used to assess the Fund’s performance.
A&W Revenue Royalties Income Fund
Management Discussion and Analysis
This Management Discussion and Analysis (“MD&A”) covers the fourth quarter period from September
11, 2023 to December 31, 2023 and the year ended December 31, 2023. This MD&A is dated February 27,
2024. This MD&A should be read in conjunction with the audited annual consolidated financial statements
of the A&W Revenue Royalties Income Fund (the “Fund”) for the year ended December 31, 2023. Readers
are also referred to the audited annual consolidated financial statements of A&W Food Services of Canada
Inc. (“Food Services”) for the 52-week period ended December 31, 2023. Such financial statements and
additional information about the Fund and Food Services are available at www.sedarplus.ca or
www.awincomefund.ca.
The financial results reported in this MD&A are derived from the audited annual consolidated financial
statements of the Fund, which are prepared in accordance with International Financial Reporting Standards
(“IFRS”) as issued by the International Accounting Standards Board (“IFRS Accounting Standards”). The
accounting policies applied in the audited annual consolidated financial statements for the year ended
December 31, 2023 and this MD&A have been consistently applied to all years presented.
The Fund uses a fiscal year ending December 31. Food Services uses a fiscal year comprising a 52- or 53-
week period ending on the Sunday nearest December 31. Food Services’ fiscal 2023 year was 52 weeks
and ended December 31, 2023 (2022 – 52 weeks ended January 1, 2023). The Fund aligns its quarterly
financial reporting with that of Food Services. Readers should be aware that the 2023 annual and quarterly
results are not directly comparable to the 2022 quarterly and annual results. There were 85 days in the first
quarter of 2023 compared to 86 days in first quarter of 2022. The second and third quarters of both years
had 84 days. The fourth quarter of 2023 had 112 days compared to 111 days in the fourth quarter of 2022.
The year ended December 31, 2023 and December 31, 2022 both had 365 days. Royalty Pool Same Store
Sales Growth is based on an equal number of days in the quarter and year.
HIGHLIGHTS
Royalty income increased by 5.3% year-over-year and 5.1% in Q4 2023.
Royalty Pool Same Store Sales Growth(i) was +2.7% for the year and +2.1% for Q4 2023.
The distributions declared by the Fund in 2023 increased by 2.4% from 2022. The current
distribution rate translates to an annualized distribution rate of $1.92 per Unit.
(i) “Royalty Pool Same Store Sales Growth” is a non-IFRS supplementary financial measure. Refer to the “Non-IFRS Measures”
section of this MD&A for further details on how this measure is calculated and used to assess the Fund’s performance.
SELECTED INFORMATION
The following selected information, other than “Royalty Pool Same Store Sales Growth”, “Gross sales
reported by A&W restaurants in the Royalty Pool”, “Distributable cash generated”, “Distributable cash per
equivalent unit”, “Distributions and dividends declared per equivalent unit” and information with respect to
numbers of restaurants and equivalent units have been derived from financial statements prepared in
accordance with IFRS and all dollar amounts are reported in Canadian currency. See “Non-IFRS
Measures”.
(dollars in thousands except per unit
amounts)
Period from
Sep 11, 2023 to
Dec 31, 2023
Period from
Sep 12, 2022 to
Dec 31, 2022
Period from
Jan 1, 2023 to
Dec 31, 2023
Period from
Jan 1, 2022 to
Dec 31, 2022
Royalty Pool Same Store Sales Growth(i)
Number of restaurants in the Royalty
Pool
Gross sales reported by A&W restaurants
in the Royalty Pool(i)
2.1%
1,037
4.3%
1,015
2.7%
1,037
7.4%
1,015
$568,161
$540,598
$1,832,069
$1,739,377
Royalty income
$17,045
$16,218
$54,962
$52,181
General and administrative expenses
Term loan and other interest (net)
Current income tax provision
Distributable cash generated(ii)
$452
$332
$2,914
$13,347
$476
$530
$2,650
$12,562
$961
$1,204
$10,170
$42,627
$983
$2,113
$10,471
$38,614
Number of equivalent units(iii)
20,383,114
19,893,414
20,383,114
19,893,414
Distributable cash per equivalent unit(iv)
Distributions and dividends declared per
equivalent unit(iv)
Distributions and dividends declared and
accrued per equivalent unit(iv)
Payout ratio(iv)
Net cash generated from operating
activities
$0.655
$0.640
$0.589
89.9%
$0.631
$0.635
$0.570
90.3%
$2.091
$1.920
$1.920
91.8%
$1.941
$1.875
$1.875
96.6%
$12,555
$13,185
$34,183
$44,264
Net income(v)
$11,161
$11,861
$40,663
$41,389
(i) “Royalty Pool Same Store Sales Growth” and “Gross sales reported by A&W restaurants in the Royalty Pool” are non-IFRS
supplementary financial measures. Refer to the “Non-IFRS Measures” section of this MD&A for further details on how these
measures are calculated and used to assess the Fund’s performance.
(ii) “Distributable cash generated” is a non-IFRS financial measure. Refer to the table on the following page for a reconciliation of
this measure to the most comparable IFRS measure and the “Non-IFRS Measures” section of this MD&A for further details on
how it is used to assess the Fund’s performance.
(iii) Equivalent units include Units and Limited Voting Units of the Fund (“Limited Voting Units” and together with the Units,
the “Trust Units”) and common shares of Trade Marks (as defined below) that are exchangeable for Trust Units. The number of
equivalent units in 2023 is calculated on a fully-diluted basis and includes the 109,332 LP units (as defined below) exchanged
for 218,664 common shares of Trade Marks representing the remaining consideration paid in December 2023 for the January 5,
2023 adjustment to the Royalty Pool (as defined below). The number of equivalent units in 2022 is calculated on a fully-diluted
basis and includes 190,903 LP units, exchanged for 381,806 common shares of Trade Marks representing the remaining
consideration paid in December 2022 for the January 5, 2022 adjustment to the Royalty Pool.
(iv) “Distributable cash per equivalent unit”, “Distributions and dividends declared per equivalent unit” and “Payout ratio” are
non-IFRS ratios. Refer to the “Non-IFRS Measures” section of this MD&A for further details on how these ratios are calculated
and used to assess the Fund’s performance.
(v) Net income includes gains and losses on interest rate swaps, amortization of financing fees and deferred income taxes. These
non-cash items have no impact on the Fund’s ability to pay distributions to unitholders.
The following table provides a reconciliation of “Distributable cash generated” to “Net cash generated from
operating activities”, the most comparable IFRS measure, for the periods indicated.
(dollars in thousands)
Period from
Sep 11, 2023 to
Dec 31, 2023
Period from
Sep 12, 2022 to
Dec 31, 2022
Period from
Jan 1, 2023 to
Dec 31, 2023
Period from
Jan 1, 2022 to
Dec 31, 2022
Net cash generated from operating activities
$12,555
$13,185
$34,183
$44,264
Term loan and other interest (net)
Current income tax provision
Net changes in items of non-cash working capital
Interest paid
Income tax paid
(332)
(2,914)
(632)
670
4,000
(530)
(1,204)
(2,113)
(2,650)
(10,170)
(10,471)
(774)
1,332
1,999
332
1,298
18,188
508
2,763
3,663
Distributable cash generated
$13,347
$12,562
$42,627
$38,614
NON-IFRS MEASURES
This MD&A makes references to certain non-IFRS measures. The Fund believes that disclosing these non-
IFRS measures provides readers of this MD&A with important information regarding the Fund’s financial
performance and its ability to pay distributions to unitholders. By considering these measures in
combination with IFRS measures, the Fund believes that readers are provided with additional and more
useful information about the Fund than readers would have if they simply considered IFRS measures alone.
The non-IFRS measures reported by the Fund do not have a standardized meaning prescribed by IFRS and
the Fund’s method of calculating these measures may differ from those of other issuers or companies and
may not be comparable to similar measures used by other issuers or companies.
Non-IFRS financial measures
The following non-IFRS financial measure is disclosed in this MD&A:
Distributable cash generated. Distributable cash generated is a non-IFRS financial measure and is
calculated as royalty income less cash expenses and can be reconciled to net cash flows generated from
operating activities by adjusting for interest, current income taxes, financing fees paid and net changes in
items of working capital. Changes in items of working capital are excluded as the Fund’s working capital
requirements are not permanent and are primarily due to the timing of payments between related parties.
Financing fees are deducted as they are capitalized and amortized over the term of the credit facility. No
deduction is made for capital expenditures as the Fund has no capital expenditures. As discussed under
“Income Taxes”, A&W Trade Marks Inc.’s (“Trade Marks”) provision for income taxes includes
refundable income tax paid or recoverable. This refundable income tax is not deducted in calculating the
amount of Distributable cash generated, in order to more accurately reflect the actual amount of cash
generated by the business to pay distributions to public unitholders and Food Services and dividends to
Food Services. The Fund expects that net cumulative refundable income tax paid will be recovered in
future years when sufficient dividends are paid by Trade Marks. The Fund believes that Distributable cash
generated is a useful measure for investors as it reflects the amount of actual cash generated to pay
distributions to unitholders and dividends to Food Services.
Refer to the “Selected Information” section for reconciliations of Distributable cash generated to net cash
generated from operating activities, the most comparable IFRS measure, for the current and comparable
reporting periods.
Non-IFRS ratios
The following non-IFRS ratios are disclosed in this MD&A:
Distributable cash per equivalent unit. Distributable cash per equivalent unit is a non-IFRS ratio and is
calculated as distributable cash generated divided by the number of equivalent units outstanding during the
relevant period on a fully diluted basis. The Fund believes that Distributable cash per equivalent unit is a
useful measure for investors as it reflects the amount of actual cash generated per equivalent unit to pay
distributions to public unitholders and Food Services and dividends to Food Services.
Distributions and dividends declared per equivalent unit. Distributions and dividends declared per
equivalent unit is a non-IFRS ratio and is calculated as the sum of the distributions and dividends declared
divided by the number of equivalent units outstanding during the relevant period on a fully diluted basis.
The Fund believes that Distributions and dividends declared per equivalent unit is a useful measure for
investors as it provides them with the amount of total cash distributions declared during the reporting
period.
Distributions and dividends declared and accrued per equivalent unit. Distributions and dividends declared
and accrued per equivalent unit is a non-IFRS ratio and is calculated as the sum of (i) distributions and
dividends declared per equivalent unit in respect of each full calendar month in the applicable period, and
(ii) the aggregate run-rate amount of the current monthly distribution for the remainder of the calendar year,
with the sum of (i) and (ii) pro-rated based on the number of days in the reporting period. The Fund
believes that Distributions and dividends declared and accrued per equivalent unit is a useful measure for
investors as it provides them with the amount per equivalent unit of distributions paid to date and payable
for the balance of the year, at the distribution rate in effect at the end of the reporting period, prorated based
on the number of days in the reporting period.
Payout ratio. Payout ratio is a non-IFRS ratio and is calculated by dividing total distributions declared and
accrued per equivalent unit, by the Distributable cash per equivalent unit generated in that period. The Fund
believes that the Payout ratio provides investors with useful information on the extent to which the Fund
distributes the Distributable cash generated.
Non-IFRS supplementary financial measures:
The following non-IFRS supplementary financial measures are disclosed in this MD&A:
Gross sales reported by A&W restaurants in the Royalty Pool. Gross sales reported by A&W restaurants in
the Royalty Pool (the “Royalty Pool”) reflects the sum of (i) the gross sales reported to Food Services by
franchisees of A&W restaurants that are in the Royalty Pool without audit, verification or other form of
independent assurance and (ii) the gross sales of A&W restaurants owned and operated by Food Services
that are in the Royalty Pool. The Gross sales reported by A&W restaurants in the Royalty Pool reflect sales
after deducting amounts for discounts for coupons and other promotional offerings and applicable sales
taxes. Gross sales reported by A&W restaurants in the Royalty Pool is the basis for which the royalty is
payable by Food Services to A&W Trade Marks Limited Partnership (the “Partnership”) and therefore is a
key performance indicator for the Fund.
Royalty Pool Same Store Sales Growth. Royalty Pool Same Store Sales Growth in 2023 versus 2022
reflects the change in gross sales of A&W restaurants in the Royalty Pool that operated during the entire
quarter and years ending December 31, 2023 and December 31, 2022, and is based on an equal number of
days in each quarter. This measure is a key performance indicator for the Fund as it highlights the
performance of the existing A&W restaurants in the Royalty Pool.
SALES PERFORMANCE
Royalty Pool Same Store Sales Growth(i) for the fourth quarter of 2023 was +2.1% as compared to the same
quarter of 2022. Annual Royalty Pool Same Store Sales Growth(i) for 2022 was +2.7% as compared to
2022. Royalty Pool Same Store Sales Growth is a function of changes in guest counts and check size, both
of which are impacted by sales mix and menu price changes.
The Q4 2023 Royalty Pool Same Store Sales Growth(i) of +2.1% and annual Royalty Pool Same Store Sales
Growth(i) of +2.7% was a product of an increase in average check size due to industry-wide inflation on
goods, services, and labour, a rebound in sales at shopping center and urban locations, and innovative new
menu items such as the A&W Brew BarTM.
Gross sales reported by A&W restaurants in the Royalty Pool(i) for the fourth quarter of 2023 were
$568,161,000, an 5.1% increase against gross sales of $540,598,000 for the fourth quarter of 2022. Annual
Gross sales reported by A&W restaurants in the Royalty Pool(i) were $1,832,069,000, a 5.3% increase from
annual gross sales reported by A&W restaurants in the Royalty Pool(i) of $1,739,377,000 for 2022.
The increase in Gross sales reported by A&W restaurants in the Royalty Pool is driven by the Royalty Pool
Same Store Sales Growth in addition to the gross sales from the 22 net new restaurants added to the
Royalty Pool on January 5, 2023. The increase in the quarter was also impacted by there being one
additional day in the fourth quarter of 2023 as compared to the fourth quarter of 2022. See “Adjustment to
the Royalty Pool”.
The chart below shows the Royalty Pool Same Store Sales Growth by A&W restaurants in the Royalty
Pool for the eight most recently completed quarters and two most recently completed years. COVID-19
related impacts had an effect on the quarterly results in 2022 and the reader is directed to look to the 2022
annual report which provides more details on the quarterly results for that year. Such financial information
is available at www.sedarplus.ca or www.awincomefund.ca.
(i) “Royalty Pool Same Store Sales Growth” and “Gross sales reported by A&W restaurants in the Royalty Pool” are non-IFRS
supplementary financial measures. Refer to the “Non-IFRS Measures” section of this MD&A for further details on how these
measures are calculated and used to assess the Fund’s performance.
OVERVIEW
The Fund is a limited purpose trust established in 2001 under the laws of the Province of British Columbia
pursuant to the Amended and Restated Declaration of Trust (the “Declaration of Trust”). The Units trade on
the Toronto Stock Exchange under the symbol AW.UN. The Fund’s place of business is located at 300 –
171 West Esplanade, North Vancouver, BC. The Fund was established to invest in Trade Marks, which
through its ownership interest in the Partnership, owns the A&W trade-marks used in the A&W quick
service restaurant business in Canada. The Partnership has granted Food Services a licence (the “Amended
and Restated Licence and Royalty Agreement”) to use the A&W trade-marks in Canada for a term expiring
December 30, 2100, for which Food Services is required to pay a royalty of 3% of the gross sales reported
to Food Services by A&W restaurants in the Royalty Pool. Food Services is a leading franchisor of
hamburger quick service restaurants in Canada.
The Partnership distributes its available cash, after satisfaction of any debt service, provision for operating
and other expenses and any amounts retained as reserves, by way of distributions on limited partnership
units (“LP units”) held by Trade Marks. Trade Marks subsequently distributes its available cash, after
satisfaction of debt service and income tax obligations, provisions for administrative expenses of Trade
Marks and the Fund, and retention of reasonable reserves, by way of dividends on its common shares held
by the Fund and Food Services and one special share held by Food Services. The Fund in turn makes
distributions to unitholders, after allowing for reasonable reserves.
Trade Marks’ general and administrative expenses include the expenses of the Fund as the Fund has
entered into an administration agreement with Trade Marks dated February 15, 2002 (the “Administration
Agreement”) whereby Trade Marks, at its expense, provides or arranges for the provision of services
required in the administration of the Fund. On April 8, 2022, Trade Marks and Food Services entered into
an agreement for Food Services to provide administrative services to Trade Marks (the “Services
Agreement”). Under the terms of the Services Agreement, Food Services is entitled to be paid an annual
fee, on a quarterly basis, for the services provided in each fiscal year in an amount approved by the board
of directors of Trade Marks that is based on a prescribed time and effort computation. The Services
Agreement will remain in effect for the duration of the Administration Agreement, unless terminated by
either party by giving 5 years advance written notice to the other party.
A key attribute of the Fund is that the distributable cash available to make distributions to unitholders is
based on the Gross sales of the A&W restaurants in the Royalty Pool, less operating expenses associated
with operating the Fund, interest and taxes and an allowance for reasonable reserves. The Fund is a top-line
fund, meaning it is not subject to variability of earnings or expenses associated with an operating business,
but is subject to variability in revenues of the A&W restaurants in the Royalty Pool.
Another important aspect of the Fund is that, as at December 31, 2023, Food Services owned the equivalent
of 28.4% (December 31, 2022 – 26.7%) of the Units on a fully-diluted basis through its ownership of
Limited Voting Units and common shares of Trade Marks, both of which are exchangeable, at the option of
Food Services, for Units. As a result, the interests of Food Services are closely aligned with the interests of
unitholders.
Growth in the Fund is achieved in two ways: first, and most importantly, by growing same store sales of the
A&W restaurants in the Royalty Pool, and second by increasing the number of A&W restaurants in the
Royalty Pool each year.
The Royalty Pool is adjusted annually to reflect Gross sales from new A&W restaurants added to the
Royalty Pool, net of the gross sales of any A&W restaurants that have permanently closed. Food Services is
paid for the additional royalty stream related to the gross sales of the net new restaurants added to the
Royalty Pool, based on a formula set out in the Amended and Restated Licence and Royalty Agreement.
The formula provides for a payment to Food Services based on 92.5% of the amount of estimated gross
sales from the net new A&W restaurants and the current yield on the Units, adjusted for income taxes
payable by Trade Marks. The consideration is paid to Food Services in the form of additional units in the
Partnership. The additional LP units are, at the option of Food Services, exchangeable for additional
common shares of Trade Marks, which are in turn exchangeable for Trust Units on the basis of two
common shares for one Trust Unit.
ADJUSTMENT TO THE ROYALTY POOL
The 2023 annual adjustment to the Royalty Pool took place on January 5, 2023. The number of A&W
restaurants in the Royalty Pool was increased by 29 new restaurants less 7 restaurants that permanently
closed during 2022. The Partnership paid Food Services $12,895,000 by issuance of 380,368 LP units to
Food Services, representing 80% of the initial consideration based on the estimated annual sales of the net
new restaurants. The LP units were subsequently exchanged for 760,736 non-voting common shares of
Trade Marks.
The final adjustment to the number of LP units issued was made on December 7, 2023, based on the actual
annual sales reported by the new restaurants. The actual annual sales of the 29 new A&W restaurants were
$45,565,000, compared to the original estimate of $44,339,000, resulting in total consideration of
$16,600,000 payable to Food Services. The remaining consideration of $3,705,000 was paid to Food
Services by issuance of 109,332 additional LP units, which were exchanged for 218,664 non-voting
common shares of Trade Marks.
On January 5, 2024, the number of A&W restaurants in the Royalty Pool was increased by 19 new
restaurants, less 9 restaurants that permanently closed. The initial consideration for the estimated royalty
revenue from the net 10 restaurants added to the Royalty Pool is $8,307,000. The Partnership paid Food
Services $6,646,000 by issuance of 218,029 LP units, representing 80% of the initial consideration. The LP
units were exchanged for 436,058 non-voting common shares of Trade Marks. The remaining 20% or
$1,661,000 and a final adjustment to the consideration based on the actual annual sales reported by the new
restaurants will be paid in December 2024 by issuance of additional LP units, which may be exchanged for
non voting common shares of Trade Marks.
COMMON SHARES OF TRADE MARKS
The common shares of Trade Marks are owned by the Fund and Food Services, with their respective
ownership as at the end of the three most recently completed financial years:
(dollars in thousands)
Fund
Food Services
Total
Number of
shares
Trade
Marks’
book
value
$
%
Number of
shares
Trade
Marks’
book
value
$
%
Number of
shares
Trade
Marks’
book value
$
Balance as at December 31,
2021
32,185,311
227,798
83.5
6,330,981
81,191
16.5
38,516,292
308,989
January 5, 2022 adjustment to
the Royalty Pool(1)
Balance as at December 31,
-
-
(2.6)
1,270,460
24,558
2.6
1,270,460
24,558
2022
32,185,311
227,798
80.9
7,601,441
105,749
19.1
39,786,752
333,547
January 5, 2023 adjustment to
the Royalty Pool(2)
Balance as at December 31,
-
-
(1.9)
979,400
16,600
1.9
979,400
16,600
2023
32,185,311
227,798
79.0
8,580,841
122,349
21.0
40,766,152
350,147
(1) The number of common shares includes the 190,903 LP units exchanged for 381,806 common shares of Trade Marks
representing the remaining consideration paid in December 2022 for the January 5, 2022 adjustment to the Royalty Pool.
(2) The number of common shares includes the 109,332 LP units exchanged for 218,664 common shares of Trade Marks
representing the remaining consideration paid in December 2023 for the January 5, 2023 adjustment to the Royalty Pool.
OWNERSHIP OF THE FUND
The table below shows the ownership of the Fund as of December 31, 2023 and December 31, 2022 on a
fully-diluted basis.
Units held by public unitholders
Limited Voting Units held by Food
Services(1)
Number of Trust Units issuable upon
exchange of securities of Trade Marks
held by Food Services(2)
December 31, 2023
December 31, 2022
Number of units
14,585,673
1,507,020
%
71.6
7.4
Number of units
14,585,673
1,507,020
%
73.3
7.6
4,290,421
21.0
3,800,721
19.1
Total equivalent units
20,383,114
100.0
19,893,414
100.0
(1) Limited Voting Units in the Fund held by Food Services may be exchanged for Units on the basis of one Limited Voting Unit
for one Unit.
(2) Common shares of Trade Marks held by Food Services may be exchanged for Trust Units on the basis of two common shares
for one Trust Unit.
The chart below shows the ownership of the Fund, on a fully-diluted basis, after the initial consideration for
the January 5, 2024 adjustment to the Royalty Pool but before the issuance of the excess exchangeable LP
units that represent the remaining 20% of the initial consideration for the January 5, 2024 adjustment to the
Royalty Pool that are payable in December 2024.
Units held by public unitholders
Limited Voting Units held by Food
Services(1)
Number of Trust Units issuable upon
exchange of securities of Trade Marks
held by Food Services(2)
Total equivalent units
Number of units
14,585,673
1,507,020
%
70.8
7.3
4,508,450
21.9
20,601,143
100.0
(3) Limited Voting Units in the Fund held by Food Services may be exchanged for Units on the basis of one Limited Voting Unit
for one Unit.
(4) Common shares of Trade Marks held by Food Services may be exchanged for Trust Units on the basis of two common shares
for one Trust Unit.
FINANCIAL RESULTS
INCOME
Royalty income for the fourth quarter of 2023 was $17,045,000 based on Gross sales reported by
restaurants in the Royalty Pool(i) of $568,161,000, compared to royalty income of $16,218,000 and Gross
sales reported by A&W restaurants in the Royalty Pool(i) of $540,598,000 for the fourth quarter of 2022.
Annual royalty income for 2023 was $54,962,000 based on gross sales reported by restaurants in the
Royalty Pool(i) of $1,832,069,000, compared to royalty income of $52,181,000 and gross sales reported by
A&W restaurants in the Royalty Pool(i) of $1,739,377,000 for 2022.
The increase in royalty income is driven by the Royalty Pool Same Store Sales Growth and the gross sales
from the 22 net new restaurants added to the Royalty Pool on January 5, 2023. See “Sales Performance”,
“Risks and Uncertainties” and “Outlook”.
(i) “Gross sales reported by A&W restaurants in the Royalty Pool” is a non-IFRS supplementary financial measure. Refer to the
“Non-IFRS Measures” section of this MD&A for further details on how this measure is calculated and used to assess the Fund’s
performance.
EXPENSES
The Fund’s cash expenses excluding income taxes were as follows:
(dollars in thousands)
Period from
Sep 11, 2023 to
Dec 31, 2023
Period from
Sep 12, 2022 to
Dec 31, 2022
Period from
Jan 1, 2023 to
Dec 31, 2023
Period from
Jan 1, 2022 to
Dec 31, 2022
General and administrative expenses
Term loan and other interest (net)
$452
$332
$476
$530
$961
$1,204
$983
$2,113
General and administrative expenses are consistent year over year.
The $909,000 year over year decrease in term loan and other interest (net) was due to a lower effective
interest rate on the Current Swap (as defined below) as compared to the prior year interest rate and a
$279,000 increase in interest income due to increased interest rates on cash held on deposit. An interest rate
swap agreement is used to manage risks from fluctuations in interest rates and facilitate uniform monthly
distributions when paid. See “Unrealized Gain/Loss on Interest Rate Swaps” and “Liquidity and Capital
Resources”.
UNREALIZED GAIN/LOSS ON INTEREST RATE SWAPS
Trade Marks uses an interest rate swap agreements to manage risks from fluctuations in interest rates. To
manage the interest rate risk associated with the $60,000,000 term loan Trade Marks had entered into an
interest rate swap arrangement (the “Current Swap”). See “Liquidity and Capital Resources”.
The Fund’s net income included unrealized gains and losses on the interest rate swap that are equal to the
change in the fair value of the swap. These non-cash gains and losses had no impact on the Fund’s cash
available to pay distributions.
(dollars in thousands)
Period from
Sep 11, 2023 to
Dec 31, 2023
Period from
Sep 12, 2022 to
Dec 31, 2022
Period from
Jan 1, 2023 to
Dec 31, 2023
Period from
Jan 1, 2022 to
Dec 31, 2022
Loss (gain) on matured swap
Loss (gain) on Current Swap
Total loss (gain) on interest rate swaps
-
$1,898
$1,898
$187
$(438)
$(251)
-
$1,194
$1,194
$(983)
$(3,921)
$(4,904)
INCOME TAXES
The Fund’s provision for income taxes was as follows:
(dollars in thousands)
Current
Current income tax provision
Refundable income tax
Deferred
Period from
Sep 11, 2023 to
Dec 31, 2023
Period from
Sept 12, 2022 to
Dec 31, 2022
Period from
Jan 1, 2023 to
Dec 31, 2023
Period from
Jan 1, 2022 to
Dec 31, 2022
$2,914
$2,650
$10,170
$10,471
321
(44)
492
439
592
144
1,732
330
Total provision for income taxes
$3,191
$3,581
$10,906
$12,533
The Fund as a legal entity is not subject to the Specified Investment Flow-Through (“SIFT”) tax as its only
source of income is dividends from Trade Marks which are not subject to SIFT tax. The provision for
income taxes on the Fund’s consolidated statement of income is the expected current and deferred tax
payable by Trade Marks as a legal entity.
Trade Marks’ taxable income is taxed at an effective rate of 20.0% (2022 – 20.0%), plus an additional tax
of 30.67% (2022 – 30.67%) on investment income which is refundable at a rate of 38.33% (2022 –
38.33%) for each dollar Trade Marks pays out in taxable dividends to its shareholders. Trade Marks’
provision for income taxes for 2023 includes a payable of refundable income tax of $592,000 based on its
taxable income and dividends paid in 2023. Under IFRS, refundable income tax is recognized on the
income statement when it is paid or payable or when it is received or receivable. Management expects that
the net refundable income tax paid in prior years will be recovered in future years when sufficient
dividends are paid by Trade Marks.
Deferred income tax is recorded on the temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is a non-
cash item and has no impact in the current year on the Fund’s cash available to pay distributions.
NET INCOME AND COMPREHENSIVE INCOME
Net income and comprehensive income was as follows:
(dollars in thousands)
Net income and comprehensive income
attributable to public unitholders of the
Fund
Net income and comprehensive income
attributable to Food Services’ ownership of
Limited Voting Units
Net income and comprehensive income
attributable to Food Services’ non-
controlling interest that arises from Food
Services’ ownership of common shares of
Trade Marks
Period from
Sep 11, 2023 to
Dec 31, 2023
Period from
Sept 12, 2022 to
Dec 31, 2022
Period from
Jan 1, 2023 to
Dec 31, 2023
Period from
Jan 1, 2022 to
Dec 31, 2022
$8,022
$8,762
$29,260
$30,636
829
905
3,023
3,165
2,310
2,194
8,380
7,588
Total net income and comprehensive income
$11,161
$11,861
$40,663
$41,389
DISTRIBUTABLE CASH
(dollars in thousands)
Period from
Sep 11, 2023 to
Dec 31, 2023
Period from
Sept 12, 2022 to
Dec 31, 2022
Period from
Jan 1, 2023 to
Dec 31, 2023
Period from
Jan 1, 2022 to
Dec 31, 2022
Distributable cash generated(ii)
$13,347
$12,562
$42,627
$38,614
Number of equivalent units
20,383,114
19,893,414
20,383,114
19,893,414
Distributable cash per equivalent unit(iv)
Distributions and dividends declared per
equivalent unit(i) (iv)
Distributions and dividends declared and accrued
per equivalent unit(iv)
Payout ratio(iv)
$0.655
$0.640
$0.589
89.9%
$0.631
$0.635
$0.570
90.3%
$2.091
$1.920
$1.920
91.8%
$1.941
$1.875
$1.875
96.6%
Distributable cash generated(ii) in the fourth quarter of 2023 to pay distributions to unitholders and
dividends to Food Services was $13,347,000 compared to $12,562,000 in the fourth quarter of 2022.
Distributable cash generated(ii) in 2023 was $42,627,000 compared to $38,614,000 in 2022. The $4,013,000
year over year increase in Distributable cash generated(ii) was attributable to the $2,781,000 increase in
royalty income and $909,000 decrease in term loan and other.
Distributable cash per equivalent unit(iv) increased by 2.4¢ to 65.5¢ per Unit in the fourth quarter of 2023
compared to the fourth quarter of 2022. Distributable cash per equivalent unit(iv) for the year increased by
15.0¢ to $2.091 per Unit for 2023 from $1.941 per Unit for 2022. The increase in Distributable cash per
equivalent unit is a result of the increase in Distributable cash generated discussed above, partially offset by
the increase in the number of equivalent units that is a result of the 2023 annual adjustment to the Royalty
Pool. See “Adjustment to the Royalty Pool”.
Four monthly distributions totaling 64.0¢ per Unit were declared in the fourth quarter of 2023 compared to
four monthly distributions totaling 63.5¢ per Unit in the fourth quarter of 2022. Twelve monthly
distributions totaling $1.920 per Unit were declared in 2023 compared to twelve monthly distributions
totaling $1.875 per Unit in 2022.
The Payout ratio(iv) for the fourth quarter of 2023 was 89.9% compared to 90.3% for the fourth quarter of
2022. The annual Payout ratio(iv) for 2023 was 91.8% compared to 96.6% in 2022. The Fund’s long-term
objective is to maintain an annual Payout ratio at or below 100%; however, as the Fund strives to provide
unitholders with regular monthly distributions, and as a result of seasonality of sales in A&W restaurants,
which was less pronounced in 2022 as a result of the COVID-19 pandemic, and the timing of current
income taxes, the Fund historically experiences seasonal fluctuations in its Payout ratio.
The following table shows the trailing four quarter Payout ratios for 2021, 2022 and 2023.
(i) In accordance with the Fund’s Declaration of Trust, the Fund declares and records distributions in respect of any particular
calendar month at the beginning of the immediate subsequent month, with the exception of the distribution for December of each
year, which is declared and recorded in December of each year. Distributions in respect of any particular calendar month are paid
on the last business day of the immediate subsequent month. The distributions declared in the first quarter of each year are in
respect of the calendar months January and February.
(ii) “Distributable cash generated” is a non-IFRS financial measure. Refer to the table in the “Selected Information” section for a
reconciliation of this measure to the most comparable IFRS measure and the “Non-IFRS Measures” section of this MD&A for
further details on how it is used to assess the Fund’s performance.
(iv) “Distributable cash per equivalent unit”, “Distributions and dividends declared per equivalent unit”, “Distributions and
dividends declared and accrued per equivalent unit” and “Payout ratio” are non-IFRS ratios. Refer to the “Non-IFRS Measures”
section of this MD&A for further details on how these ratios are calculated and used to assess the Fund’s performance.
DISTRIBUTIONS TO UNITHOLDERS
Distributions declared during 2023 were as follows:
(dollars in thousands except per unit amounts)
February 15, 2023
March 15, 2023
April 15, 2023
Month Record date
January
February
March
April
May
June
July
August
September
October
November
December
May 15, 2023
June 15, 2023
July 15, 2023
August 15, 2023
September 15, 2023
October 15, 2023
November 15, 2023
December 15, 2023
December 31, 2023
Per
Trust Unit
$0.160
0.160
0.160
0.160
0.160
0.160
0.160
0.160
0.160
0.160
0.160
0.160
$1.920
Amount
paid/payable to
public Unitholders
$2,334
2,334
2,334
2,334
2,334
2,334
2,332
2,334
2,334
2,334
2,334
2,334
$28,006
Amount
paid/payable to
Food Services
$241
241
241
241
241
241
242
241
241
241
241
241
$2,893
Total amount
paid/payable
$2,575
2,575
2,575
2,575
2,575
2,575
2,574
2,575
2,575
2,575
2,575
2,575
$30,899
The December 2023 distribution of $2,575,000 was declared on December 7, 2023 and paid subsequent to
quarter end on January 31, 2024, and is reported as a current liability as at December 31, 2023.
On February 2, 2024, the Fund declared a distribution to unitholders of $0.160 per Trust Unit or $2,575,000
payable on February 29, 2024 to unitholders of record as at February 15, 2024.
TAX TREATMENT OF DISTRIBUTIONS
All of the distributions declared in 2023 are designated as non-eligible dividends.
DIVIDENDS ON TRADE MARKS’ COMMON SHARES
Trade Marks declared and paid non-eligible dividends on its voting and non-voting common shares during
2023 as follows:
(dollars in thousands except per unit amounts)
Month declared/paid
January
February
March
April
May
June
July
August
September
October
November
December
Per
Share
$0.0800
0.0800
0.0800
0.0800
0.0800
0.0800
0.0800
0.0800
0.0800
0.0800
0.0800
0.0800
Amount
paid/payable to
the Fund
$2,575
2,575
2,575
2,575
2,575
2,575
2,574
2,575
2,575
2,575
2,575
2,575
$30,899
Amount
paid/payable to
Food Services
$669
669
669
670
669
669
669
669
668
668
686
686
8,061
Total amount
paid/payable
$3,244
3,244
3,244
3,245
3,244
3,244
3,243
3,244
3,243
3,243
3,261
3,261
$38,960
In addition to the dividends on voting and non-voting common shares above, on December 7, 2023 Trade
Marks declared to Food Services a special dividend of $175,000 that was paid on December 29, 2023,
representing the dividends that Food Services would have received on the 218,664 non-voting common
shares issued to Food Services on December 7, 2023 in relation to the final consideration for the January 5,
2023 adjustment to the Royalty Pool, had such shares been issued on January 5, 2023.
On February 2, 2024, Trade Marks declared dividends on its voting and non-voting common shares equal
to $0.080 per share, or $3,296,000, payable to Food Services and the Fund on February 29, 2024.
SUMMARY OF QUARTERLY RESULTS
The following selected quarterly results, other than “Distributable cash generated”, “Distributable cash per
equivalent unit”, “Distributions and dividends declared per equivalent unit” and information with respect to
numbers of restaurants, equivalent units and days have been prepared in accordance with IFRS and all
dollar amounts are reported in Canadian currency. See “Non-IFRS Measures”.
(dollars in thousands except per unit amounts)
Number of restaurants in the Royalty Pool
Royalty income
General and administrative expenses
Term loan and other interest (net)
Amortization of financing fees
Loss (gain) on interest rate swaps
Current income tax provision
Refundable income tax expense
Deferred income tax expense (recovery)
Net income
Net cash generated from operating activities
Distributable cash generated(ii)
Number of equivalent units
Distributable cash per equivalent unit(iv)
Distributions and dividends declared per
equivalent unit(iii)(iv)
Number of days in the quarter
(dollars in thousands except per unit amounts)
Number of restaurants in the Royalty Pool
Royalty income
General and administrative expenses
Term loan and other interest (net)
Amortization of financing fees
Gain on interest rate swaps
Current income tax provision
Refundable income tax expense (recovery)
Deferred income tax expense (recovery)
Net income
Net cash generated from operating activities
Distributable cash generated(ii)
Number of equivalent units
Distributable cash per equivalent unit(iv)
Distributions and dividends declared per
equivalent unit(iii)(iv)
Number of days in the quarter
Q4
2023
1,037
$17,045
452
332
11
1,898
2,914
321
(44)
$11,161
$12,555
$13,347
20,383,114
$0.655
$0.640
112
Q4
2022
1,015
$16,218
476
530
21
(251)
2,650
492
439
$11,861
$13,185
$12,562
19,893,414
$0.631
Q3
2023
1,037
$13,705
134
272
7
(116)
2,223
90
459
$10,636
$10,077
$11,076
20,368,874
$0.544
$0.480
84
Q3
2022
1,015
$13,198
121
489
15
101
2,036
410
458
$9,568
$10,678
$10,552
19,813,593
$0.533
Q2
2023
1,037
$12,773
126
295
8
(1,883)
2,220
88
626
$11,293
$9,253
$10,132
20,368,874
$0.497
$0.480
84
Q2
2022
1,015
$12,187
120
520
15
(1,817)
2,030
408
639
$10,272
$12,459
$9,517
19,813,593
$0.480
Q1
2023
1,037
$11,439
249
305
8
1,295
2,813
93
(897)
$7,573
$2,298
$8,072
20,368,874
$0.396
$0.320
85
Q1
2022
1,015
$10,578
266
574
16
(2,937)
3,755
422
(1,206)
$9,688
$7,942
$5,983
19,813,593
$0.302
$0.635
111
$0.465
84
$0.465
84
$0.310
86
(ii) “Distributable cash generated” is a non-IFRS financial measure. Refer to the table on the following page for a reconciliation
of this measure to the most comparable IFRS measure and the “Non-IFRS Measures” section of this MD&A for further
details on how it is used to assess the Fund’s performance.
(iii) The distribution for December of each year, which is paid on the last business day of January of the following year, is
declared and recorded in the year in which it is earned. Therefore, four monthly distributions are declared in the fourth
quarter of each year, and two monthly distributions are declared in the first quarter of each year.
(iv) “Distributable cash per equivalent unit” and “Distributions and dividends declared per equivalent unit” are non-IFRS ratios.
Refer to the “Non-IFRS Measures” section of this MD&A for further details on how these ratios are calculated and used to
assess the Fund’s performance.
The following table provides a reconciliation of “Total distributable cash generated” to “Net cash generated
from operating activities”, the most comparable IFRS measure, for the periods indicated.
(dollars in thousands)
Net cash generated from operating
activities
Term loan and other interest (net)
Current income tax provision
Net changes in items of non-cash working
capital
Interest paid (received)
Income tax paid
Distributable cash generated
(dollars in thousands)
Net cash generated from operating
activities
Term loan and other interest (net)
Current income tax provision
Net changes in items of non-cash working
capital
Interest paid (received)
Income tax (recovered) paid
Q4
2023
$12,555
(332)
(2,914)
(632)
670
4,000
$13,347
Q4
2022
$13,185
(530)
(2,650)
(775)
1,332
2,000
Q3
2023
$10,077
(272)
(2,223)
136
358
3,000
Q2
2023
$9,253
(295)
(2,220)
498
(104)
3,000
$11,076
$10,132
Q3
2022
$10,678
(489)
(2,036)
137
762
1,500
Q2
2022
$12,459
(520)
(2,030)
800
(15)
(1,177)
$9,517
Q1
2023
$2,298
(305)
(2,813)
330
374
8,188
$8,072
Q1
2022
$7,942
(574)
(3,755)
346
684
1,340
$5,983
Distributable cash generated
$12,562
$10,552
SELECTED ANNUAL INFORMATION
The following selected annual information, other than “Royalty Pool Same Store Sales Growth”,
“Distributable cash generated”, “Distributions and dividends declared per equivalent unit” and information
with respect to numbers of restaurants has been prepared in accordance with IFRS and all dollar amounts
are reported in Canadian currency. See “Non-IFRS Measures”.
(dollars in thousands except per
unit amounts)
Royalty Pool Same Store Sales
Growth(i)
Number of restaurants in the
Royalty Pool
Gross sales reported by A&W
restaurants in the Royalty Pool(i)
Royalty income
Distributable cash generated(ii)
Distributions and dividends
declared per equivalent unit(iv)
Net income
Basic and diluted income per
weighted average Trust Unit
outstanding
2023
2022
2021
2.7%
7.4%
14.0%
1,037
1,015
994
$1,832,069
$1,739,377
$1,569,377
$54,962
$42,627
$1.920
$40,663
$52,181
$38,614
$1.875
$41,389
$47,081
$36,298
$1.740
$37,854
$2.006
$2.100
$1.938
Total assets
$423,743
$411,658
$377,374
Trade Marks’ term loan
$59,905
$59,870
$59,806
(i) “Royalty Pool Same Store Sales Growth” and “Gross sales reported by A&W restaurants in the Royalty Pool” are non-IFRS
supplementary financial measures. Refer to the “Non-IFRS Measures” section of this MD&A for further details on how
these measures are calculated and used to assess the Fund’s performance.
(ii) “Distributable cash generated” is a non-IFRS financial measure. Refer to the table on the following page for a reconciliation
of this measure to the most comparable IFRS measure and the “Non-IFRS Measures” section of this MD&A for further
details on how it is used to assess the Fund’s performance.
(iv) “Distributions and dividends declared per equivalent unit” is a non-IFRS financial measure. Refer to the “Non-IFRS
Measures” section of this MD&A for further details on how it is used to assess the Fund’s performance.
The following table provides a reconciliation of “Distributable cash generated” to “Net cash generated from
operating activities”, the most comparable IFRS measure, for the years indicated.
(dollars in thousands)
Net cash generated from operating
activities
Interest expense
Current income tax provision
Net changes in items of non-cash working
capital
Financing fees paid
Interest paid
Income tax paid
2023
$34,183
(1,204)
(10,170)
332
-
1,298
18,188
2022
$44,264
(2,113)
(10,471)
508
-
2,763
3,663
2021
$34,113
(2,514)
(7,277)
(159)
(175)
2,520
9,790
Distributable cash generated
$42,627
$38,614
$36,298
SEASONALITY
Sales at A&W restaurants typically fluctuate seasonally however, because of COVID-19, the impact of
seasonality was less pronounced in the 2022 quarterly results. In typical years for A&W restaurants in
shopping centres, sales tend to fluctuate due to, among other things, higher traffic during the back-to-
school, “Black Friday” and Christmas shopping seasons. In the freestanding and other concepts of A&W
restaurants, weather and summer travel, among other things, typically impact sales.
LIQUIDITY AND CAPITAL RESOURCES
The Fund’s normal policy is to distribute all available cash, after allowing for reasonable reserves, in order
to maximize returns to unitholders over time. In light of seasonal variances inherent to the restaurant
industry and fluctuations in business performance, the Fund’s normal policy is to make equal distribution
payments to unitholders on a monthly basis (absent unique circumstances, such as those resulting in the
declaration of special distributions) in order to smooth out these fluctuations. The Trustees review
distribution levels on a regular basis and any change in monthly distributions is expected to be
implemented with a view to maintain the continuity of uniform monthly distributions. It is expected that
any future distributions will be funded entirely by cash flow from operations and the cash reserve.
Trade Marks has a $60,000,000 term loan, $2,000,000 demand operating loan, and an interest rate swap
facility (collectively the “Credit Facility”) with HSBC Bank Canada (the “Bank”). On September 10, 2021,
Trade Marks renewed and extended the Credit Facility for an additional five years on terms and conditions
substantially consistent with those of the previous credit facility in place with the Bank and entered into a
forward start swap simultaneously.
The $2,000,000 demand operating loan facility is used to fund working capital requirements and for general
corporate purposes. Amounts advanced under the facility bear interest at the Bank’s prime rate plus 0.4%
and are repayable on demand. As at December 31, 2023, the amount of the facility available was
$2,000,000 (December 31, 2022 - $2,000,000).
The $60,000,000 term loan with the Bank is in the form of a banker’s acceptance. The term loan is
repayable on September 10, 2026. The term loan contains covenants including the requirement to meet
certain earnings before interest, taxes, depreciation, amortization and non-cash charges/income
(“EBITDA”) levels and debt to EBITDA ratios during each trailing four quarter period. Interest only is
payable, providing that Trade Marks’ EBITDA tested quarterly on a trailing four quarter basis is not less
than specified amounts. In the event that EBITDA is less than these specified amounts, the term loan will
be fully amortized over the greater of three years and the remaining term and repayment will be by way of
blended monthly instalments of principal and interest. Trade Marks was in compliance with all of its
financial covenants as at February 27, 2024, December 31, 2023 and December 31, 2022.
Financing fees of $175,000 that were incurred related to the September 10, 2021 Credit Facility amendment
were capitalized in 2021 and are presented as a reduction to the carrying amount of the $60,000,000 term
loan. The financing fees will be amortised over the remainder of the five-year term of the amended Credit
Facility.
Trade Marks uses an interest rate swap agreement to manage risks from fluctuations in interest rates. To
manage the interest rate risk associated with the $60,000,000 term loan, Trade Marks had entered into an
interest rate swap arrangement (the “Current Swap”). Under the Current Swap, as at December 31, 2023,
the term loan’s effective interest rate was 2.85% per annum (December 31, 2022 – 2.85%), comprising
1.74% per annum which is fixed under the Current Swap agreement until September 10, 2026 plus a 1.15%
per annum stamping fee. The stamping fee ranges from 0.90% to 1.40%, depending on Trade Mark’s debt
to EBITDA ratio.
Debt to EBITDA Ratio
< 1.00:1
> 1:00:1 and < 1:50:1
> 1:50:1
Credit Charge
0.90% per annum
1.15% per annum
1.40% per annum
A general security agreement over the assets of Trade Marks has been provided as collateral for the demand
operating loan facility and term loan. The Partnership has provided its guarantee in favour of the Bank of
all of the indebtedness, covenants and obligations of Trade Marks to the Bank. Trade Marks is currently,
and based upon projections, expects to remain, in compliance with all covenants related to its term loan.
The following is a summary of contractual obligations payable by the Fund:
Payments due by period
(dollars in thousands)
Term loan
Total
$60,000
Less than
1 year
$0
1 – 3
years
$60,000
4 – 5
years
$0
After 5
years
$0
The Fund, Trade Marks and the Partnership have no other contractual or purchase obligations except as
described under the section “Related Party Transactions and Balances”. The Fund, Trade Marks and the
Partnership do not have any capital expenditures; their operating and administrative expenses are expected
to be stable and reasonably predictable and are considered to be in the ordinary course of business.
OFF-BALANCE SHEET ARRANGEMENTS
The Fund, Trade Marks and the Partnership have no off-balance sheet arrangements.
RELATED PARTY TRANSACTIONS AND BALANCES
During the year ended December 31, 2023 royalty income of $54,962,000 (2022 - $52,181,000) was earned
from Food Services of which $4,094,000 is receivable at December 31, 2023 (December 31, 2022 -
$3,792,000). Royalty income earned during the quarter was $17,045,000 (2022 - $16,218,000).
During the year ended December 31, 2023, Trade Marks paid dividends to Food Services $8,237,000 (2022
- $7,126,000) as a result of Food Services’ ownership of Trade Marks’ common shares. The dividends paid
to Food Services in 2023 include special dividends of $175,000 representing the dividends that Food
Services would have received on the 218,664 non-voting common shares issued to Food Services on
December 7, 2023 in relation to the final consideration for the January 5, 2023 adjustment to the Royalty
Pool, had they been issued on January 5, 2023. In 2022, Trade Marks paid special dividends of $297,000 to
Food Services representing the dividends that Food Services would have received on the 381,806 non-
voting common shares issued to Food Services on December 8, 2022 in relation to the final consideration
for the January 5, 2022 adjustment to the Royalty Pool, had they been issued on January 5, 2022.
During the year ended December 31, 2023, the Fund declared distributions payable to Food Services
totaling $2,893,000 (2022 – $2,826,000) as a result of Food Services’ ownership of Limited Voting Units.
The $241,000 distribution declared on December 7, 2023 was paid to Food Services subsequent to the
period end on January 31, 2024 is reported as a current liability as at December 31, 2023 (December 31,
2022 - $241,000).
During the year ended December 31, 2023, Trade Marks recognized an expense of $190,000 (2022 -
$175,000) related to administrative services received from Food Services. During the fourth quarter, Trade
Marks recognized an expense of $48,000 related to administrative services received from Food Services
(2022 - $44,000), all of which was paid as at December 31, 2023 (December 31, 2022 – $nil).
Other related party transactions and balances are referred to elsewhere in this MD&A, including, without
limitation, under the headings “Adjustment to the Royalty Pool”, “Common Shares of Trade Marks” and
“Ownership of the Fund”.
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
Significant areas requiring the use of a management estimate are the fair value of the interest rate swap and
of the indefinite life intangible assets. The fair value of the interest rate swap is not a “critical accounting
estimate” as (i) it does not require the Fund to make assumptions about matters that are highly uncertain at
the time the estimate is made, and (ii) a different estimate that could have been used, or changes in the
accounting estimates that are reasonably likely to occur from period to period, would not have had a
material impact on the Fund’s financial condition, changes in financial condition or financial performance.
The fair value of the Current Swap as at December 31, 2023 was $3,287,000 favourable (December 31,
2022 – $4,481,000 favourable). The change in fair value of the swap is recorded as a loss on interest rate
swap in the consolidated statements of income and comprehensive income.
FINANCIAL INSTRUMENTS
The Fund’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts
payable and accrued liabilities, dividends payable to Food Services, distributions payable to unitholders,
income taxes payable/recoverable, the demand operating loan facility, the term loan, and interest rate swap.
The Fund classifies its financial instruments as follows:
Cash and cash equivalents and accounts receivable as financial assets at amortized cost, which are
initially measured at the amount expected to be received, less, when material, a discount to reduce
the assets to fair value. Subsequently, financial assets at amortized cost are measured at amortized
cost using the effective interest method less a provision for impairment.
Accounts payable and accrued liabilities, income taxes payable, distributions payable to unitholders,
demand operating loan facility and the term loan as financial liabilities at amortized cost. Accounts
payable and accrued liabilities and income taxes payable are initially recognized at the amount
required to be paid, less, when material, a discount to reduce the payables to fair value.
Subsequently, accounts payable and accrued liabilities are measured at amortized cost using the
effective interest method. Dividends payable to Food Services and distributions payable to
unitholders are recognized at the amount required to be paid. The term loan is recognized initially at
fair value, net of any transaction costs incurred, and subsequently at amortized cost using the
effective interest method.
Derivatives as financial assets/liabilities at fair value through profit or loss. The Fund’s derivative is
an interest rate swap with changes in fair value recorded in the consolidated statements of income.
Management estimates that the fair values of cash and cash equivalents, accounts receivable, accounts
payable and accrued liabilities, dividends payable to Food Services, distributions payable to unitholders,
income taxes payable, demand operating loan facility and the term loan approximate their carrying values
given the short term to maturity of these instruments. The fair value of the Current Swap as at December
31, 2023 was $3,287,000 favourable (December 31, 2022 - $4,481,000 favourable).
The Trustees have oversight responsibilities for risk management policies. The Trustees closely monitor the
cash position and internal controls, along with the level of distributions of the Fund. The Fund, through
dividends from Trade Marks, is expected to have sufficient financial resources to pay future distributions.
The Fund’s exposure to credit risk is as indicated by the carrying amount of its accounts receivable. All of
the accounts receivable as at December 31, 2023 relate to royalties due from Food Services to the
Partnership which were paid in full by Food Services on January 25, 2024.
The primary sources of liquidity risk are the monthly distributions to unitholders and dividends to Food
Services. The Fund’s primary source of funds to pay distributions and dividends is the 3% royalty income it
receives from Food Services. Additionally, the Fund manages liquidity risk by actively monitoring forecast
and actual cash flows.
The demand operating loan facility and the term loan bear floating rates of interest. Trade Marks has used
interest rate swaps to fix the rate of interest on the term loan. Cash and cash equivalents earn interest at
market rates. All of the Fund’s other financial instruments are non-interest bearing.
CAPITAL DISCLOSURE
The Fund’s capital consists of unitholders’ equity and the term loan. The Fund’s capital management
objectives are to have sufficient cash and cash equivalents to pay distributions to its unitholders, after
satisfaction of its debt service and income tax obligations; provisions for general and administrative
expenses; retention of reasonable working capital reserves; and amounts that may be paid by the Fund in
connection with any cash redemptions of Units. The Fund manages its capital structure and adjusts it in
light of changes in economic conditions and the risk characteristics of the underlying assets. In order to
maintain or adjust the capital structure, the Fund may adjust the amount of distributions paid to its
unitholders.
DISCLOSURE CONTROLS
Disclosure controls and procedures have been designed, established and maintained to provide reasonable
assurance that (i) material information relating to the Fund is made known to the Fund’s management,
including its Chief Executive Officer (CEO) and Chief Financial Officer (CFO), particularly during the
period in which the annual filings are being prepared; and (ii) information required to be disclosed by the
Fund in its annual filings, interim filings or other reports filed or submitted by it under applicable securities
legislation is recorded, processed, summarized and reported within the time periods specified in securities
legislation.
As at December 31, 2023, an evaluation of the effectiveness of the Fund’s disclosure controls and
procedures, as defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and
Interim Filings (NI 52-109) issued by the Canadian Securities Administrators, was carried out under the
supervision of and with the participation of management, including the CEO and CFO. Based upon that
evaluation, the CEO and the CFO have concluded that as at December 31, 2023, the design and operation
of these disclosure controls and procedures were effective in providing reasonable assurance that (i)
material information relating to the Fund is made known to the Fund’s management, including its CEO and
CFO particularly during the period in which the annual filings are being prepared; and (ii) information
required to be disclosed by the Fund in its annual filings, interim filings or other reports filed or submitted
by it under applicable securities legislation is recorded, processed, summarized and reported within the
time periods specified in securities legislation.
INTERNAL CONTROL OVER FINANCIAL REPORTING
The CEO and the CFO have designed, or caused to be designed under their supervision, internal controls
over financial reporting to provide reasonable assurance regarding the reliability of the Fund’s financial
reporting and the preparation of its financial statements for external purposes in accordance with the Fund’s
generally accepted accounting principles. The control framework used to design the Fund’s internal control
over financial reporting is “Internal Control – Integrated Framework: 2013” which was released in May
2013 by the Committee of Sponsoring Organizations of the Treadway Commission.
As at December 31, 2023, an evaluation of the effectiveness of the Fund’s internal controls over financial
reporting, as defined in NI 52-109, was carried out under the supervision of and with the participation of
management, including the CEO and CFO. Based upon that evaluation, the CEO and the CFO have
concluded that as at December 31, 2023, that the Fund’s internal controls over financial reporting were
operating effectively.
There has been no change in the Fund’s internal controls over financial reporting during the period covered
by this MD&A that has materially affected, or is reasonably likely to materially affect, the Fund’s internal
control over financial reporting.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and presentation.
RISKS AND UNCERTAINTIES
Economic Conditions
Food Services’ profitability and correspondingly, the funds available to be paid as dividends by Trade
Marks to Food Services and the Fund and available to distribute to unitholders of the Fund, are indirectly
impacted by consumer discretionary spending which is influenced by general economic conditions. These
economic conditions could include economic recession or changes in the rate of inflation or deflation,
unemployment rates and household debt, political uncertainty, interest rates currency exchange rates or
derivative or commodity prices, such as fuel and energy costs. A number of these conditions could impact
consumer spending and, as a result, payment patterns could deteriorate or remain unpredictable due to
global, national, regional or local economic volatility. Uncertain economic conditions may adversely
impact demand for A&W’s products and services which could adversely affect the Fund’s financial
performance.
International Conflict
International conflict and other geopolitical tensions and events, including war, military action, terrorism,
trade disputes, and international responses thereto have historically led to, and may in the future lead to,
uncertainty or volatility in the global supply chain and financial markets. Currently, there are various
factors that impact geopolitical risk and uncertainty, including but not limited to the elevated geopolitical
risk exemplified by ongoing active conflicts in the Middle East, between Israel and Palestine, and
in Europe, between Russia and Ukraine, as well as risks associated with China-Taiwan tensions. The
imposition of strict economic sanctions by Canada, the United States, the European Union, the United
Kingdom and others in response to such conflict may have a destabilizing effect on commodity prices,
supply chain and global economies more broadly. Supply chain disruptions may adversely affect the
business, financial condition, and results of operations for Food Services, its franchisees and the Fund. The
extent and duration of international conflicts, geopolitical tensions and related international action cannot
be accurately predicted and the effects of such conflicts may magnify the impact of the other risks
identified herein and in the Fund’s most recent Annual Information Form, available on the Fund’s
SEDAR+ profile at www.sedarplus.ca.
OUTLOOK
2023 has yielded a continuation of the challenging general economic conditions that arose post pandemic.
Interest rate increases, rates of inflation, consumer confidence and diminishing disposable income are all
impactful on consumer discretionary spending.
Food Services believes that its mission “Together, to excite Canada’s most avid burger lovers, wherever
they are, with the best tasting burgers they crave, earning even more of their visits and making A&W
restaurants even more successful” will help it to continue to grow and better position it to withstand the
risks associated with the current economic conditions. Strategic initiatives, including creating “can’t wait to
come back” appeal and guest experience; being highly convenient for our guests both with continued new
restaurant growth and through growing a successful mobile app business and making it easier for
franchisees and their teams to operate successful restaurants, have all contributed to A&W’s strong appeal
and the trust it has built with Canadian consumers and franchisees over many years. These strengths will be
key to delivering strong results and improved market share as the QSR industry and the QSR burger market
continue to grow.
A&W is proud to be a Canadian company, 100% Canadian owned and operated, and a leader in sourcing
simple, great-tasting ingredients, farmed with care. In 2013, Food Services launched an initiative to focus
on natural ingredients and became the first and only national burger chain in Canada to serve beef raised
without artificial hormones or steroids. This was then followed by the introduction of countless other
natural ingredient firsts.
In 2018, A&W further strengthened its positioning as a leader in food and innovation with the introduction
of the Beyond Meat(1) branded plant-based burger. Food Services was very excited to be the first national
burger chain in Canada to offer this plant-based burger patty and A&W continues to enhance its position as
a leader in great tasting plant-based options with regular introductions of new recipes and products to its
plant-based line-up.
(1) Trademark of Beyond Meat, Inc., used under license.
In 2020, A&W announced that all of its beef is grass-fed and grass-finished, from cattle that graze on grass
and other forage, like hay.
In 2021, Food Services announced that it was expanding the beverage offerings at A&W restaurants with
the phased rollout of the A&W Brew Bar. The A&W Brew Bar offers a variety of frozen beverages as well
as hot and cold espresso-based beverages. The A&W Brew Bar is now available in over 620 A&W
restaurants across the country.
TM trademark of A&W Trade Marks Limited Partnership, used under license.
A&W is committed to reducing its environmental impact through conscious use of packaging, waste,
energy and water. For example, high-efficiency equipment has been introduced into A&W restaurants to
use less energy and A&W was the first Canadian QSR national chain to switch to the use of all paper
straws in its restaurants. A&W also launched the “A&W One Cup™” nationwide in late 2023, an
exchangeable cup program.
A&W also continues to innovate to serve guests that are mobile app users with the launch of a new A&W
mobile app in June 2023. The new app allows users to receive exclusive offers, easily customize their order
and provides various options allowing guests to choose between pick-up, delivery and dine-in.
Food Services has continued to grow new A&W restaurants, particularly in the key Ontario and Quebec
markets. Nineteen new A&W restaurants opened in 2023, nine of which were opened during the fourth
quarter of 2023, and an additional eleven restaurants were under construction as at December 31, 2023.
A&W’s brand positioning is strong. Growth of new locations, industry leading innovation, a safe and stable
supply chain, and continued efforts to consistently deliver great food and a better guest experience are all
expected to contribute to building loyalty and enhancing performance over the long term. Food Services
remains committed to the long-term health and success of its franchise network and the Fund.
On June 2, 2022 Food Services announced that it had signed a Country Agreement (the "Country
Agreement") with UK-based Pret A Manger (Europe) Limited ("Pret"), which sets forth the general terms
and conditions granting Food Services master franchisor rights to Canada for Pret.
Pursuant to the Country Agreement, Food Services has the exclusive right to use the Pret brand in Canada
for a two-year pilot (the “Trial Phase”). If the Trial Phase is successful, Food Services will have the
exclusive right to expand the Pret brand across Canada pursuant to an agreed development plan. As at
December 31, 2023, five A&W locations (three in Vancouver and two in Toronto) were offering a range of
Pret products in their restaurants with another 20 locations across the country offering Pret coffee and
pastries.
The royalty payable to the Fund applies to Pret products sold within A&W restaurants during the Trial
Phase to the extent that such restaurants are in the Royalty Pool. Should the Trial Phase prove successful,
the Royalty will also be earned by the Fund on the sales of any Pret products made within A&W restaurants
thereafter.
FORWARD LOOKING INFORMATION
Certain statements in this MD&A contain forward-looking information within the meaning of applicable
securities laws in Canada (forward-looking information). The words “anticipates”, “believes”, “budgets”,
“could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “might”, “plans”, “projects”, “schedule”,
“should”, “will”, “would” and similar expressions are often intended to identify forward-looking
information, although not all forward-looking information contains these identifying words.
The forward-looking information in this MD&A includes, but is not limited to: the expectation net
cumulative refundable income tax paid will be recovered in future years when sufficient dividends are paid
by Trade Marks; estimates regarding annual sales; the expectation that the Trustees will continue to review
distribution levels on a regular basis and that any change in monthly distributions will be implemented with
a view to maintain the continuity of uniform monthly distributions; timing for the payout of distributions;
expectations regarding improvements in sales trends at the A&W restaurants in the Royalty Pool;
statements regarding future adjustments to the Royalty Pool; Food Services’ expectation that the food
service industry, and more particularly the QSR segment, will continue to recover and grow; the success of
the A&W brand and individual franchised restaurants being paramount to the long-term success of the
overall A&W system and, in turn, to the unitholders of the Fund; statements regarding the potential impact
of international conflicts; Food Services’ objectives with respect to the A&W restaurants and its planned
strategies to achieve those objectives; the expectation that Trade Marks will remain in compliance with all
covenants related to its term debt based on current projections; the Fund’s long-term objective to maintain
an annual Payout ratio at or below 100%; Food Services’ ability to continue to grow and better position it
to withstand the risks associated with the current economic conditions; delivering strong results and
improved market share as the QSR industry and the QSR burger market continue to grow; future
introductions of new recipes and products to its plant-based line-up; a reduction in environmental impact
through conscious use of packaging, waste, energy and water, and high-efficiency equipment resulting in a
reduction in energy usage; Food Services’ commitment to the long-term health and success of its franchise
network and the Fund; expectations for increased loyalty and enhancing performance over the long term;
the potential expansion of the Pret brand across Canada; success of the Trial Phase and the Royalty being
earned by the Fund on the sales of any Pret products made within A&W restaurants; and the Fund’s
expectations that future distributions will continue to be funded entirely by cash flow from operations and
the cash reserve; and statements regarding the stability and predictability of the operating and
administrative expenses of the Fund, Trade Marks and the Partnership.
The forward-looking information is based on various assumptions that include, but are not limited to:
there are no changes in availability of experienced management and hourly employees;
there are no material changes in government regulations concerning menu labelling and disclosure
and drive-thru restrictions;
the continued availability of quality raw materials;
no publicity from any food borne illness;
no material changes in competition;
no material increases in food and labour costs;
continued additional franchise sales and maintenance of franchise operations;
Food Services is able to maintain and grow the current system of franchises;
Food Services is able to locate new retail sites in desirable locations;
Food Services is able to obtain qualified operators to become A&W franchisees;
existing franchisees are able to successfully operate and grow their businesses and maintain
profitability;
no material impact from new or increased sales taxes upon gross sales;
continued availability of key personnel;
continued ability to preserve intellectual property;
no material litigation from guests at A&W restaurants;
Food Services continues to pay the royalty;
Food Services can continue to comply with its obligations under its credit arrangements;
Trade Marks can continue to comply with its obligations and covenants under its credit
arrangements;
the Fund will receive sufficient revenue in the future (in the form of royalty payments from Food
Services) to maintain the payment of monthly distributions;
the projections for the A&W business provided by Food Services are accurate; and
Food Services will be successful in executing on its business strategies and such strategies will
achieve their intended results.
The forward-looking information is subject to risks, uncertainties and other factors related to the quick
service restaurant industry that include, but are not limited to:
the risks that affect the restaurant industry in general and the quick service segment in particular,
including competition with other well-capitalized franchisors and operators of quick service
restaurants;
changes in consumer preferences that adversely affect the consumption of quick service restaurant
hamburgers, chicken, fries, breakfast items or soft drinks;
failure to anticipate and address industry trends;
the impacts of fluctuations in consumer discretionary spending;
negative publicity, litigation or complaints from perceived or actual food safety events or other
events involving the foodservice industry in general or A&W restaurants in particular;
the possible lack of success of new products and advertising campaigns;
changes in the availability and quality of raw materials, including A&W’s natural ingredients;
changes in climate or increases in environmental regulation;
changes in Food Services’ ability to continue to grow same store sales, locate new retail sites in
desirable locations and obtain qualified operators to become A&W franchisees;
increases in closures of A&W restaurants adversely affecting the royalty;
decreases in traffic at shopping centres and other retail modes;
changes in Food Services’ ability to pay the royalty due to changes in A&W franchisees’ ability to
generate sales and pay franchise fees and other amounts to Food Services;
changes in government regulation that affect the restaurant industry in general or the quick service
restaurant industry in particular, including franchise legislation and sales tax legislation;
changes in the availability of key personnel, including qualified franchise operators;
changes in the ability to enforce or maintain intellectual property;
technological breakdowns, cybersecurity breaches and the security of consumer and personal
information;
the amplificatory effects of media and social media;
risks related to global health crises, disease outbreaks and other unexpected events which could
affect Food Services’ and A&W franchisees’ supply chains, business continuity, and financial
results;
risks related to international conflicts;
risks related to inflation;
the availability and adequacy of insurance coverage;
occurrence of catastrophic events; and
changes in economic conditions, including economic recession or changes in the rate of inflation or
deflation, employment rates and household debt, political uncertainty, interest rates, currency
exchange rates or derivative and commodity prices.
The forward-looking information is subject to risks, uncertainties and other factors related to the structure
of the Fund that include, but are not limited to:
dependence of the Fund on Trade Marks, Partnership and Food Services;
dependence of the Partnership on Food Services;
risks related to leverage and restrictive covenants;
the risk that cash distributions are not guaranteed and will fluctuate with the Partnership’s
performance and could be reduced or suspended at any time;
risks related to the unpredictability and volatility of Unit prices;
risks related to the nature of Units;
risks related to the distribution of securities on redemption or termination of the Fund;
risks related to the Fund issuing additional Units diluting existing unitholders’ interests;
risks related to income tax matters and investment eligibility;
risks related to the limitations of internal controls over financial reporting;
risks related to international conflicts set forth in this MD&A under the heading “Risks and
Uncertainties – International Conflicts”; and
risks related to economic conditions set forth in this MD&A under the heading “Risks and
Uncertainties – Economic Conditions”; and
risks related to Food Services not meeting its objectives, and the possibility that its strategies to
meet its objectives may not be successful.
These risks, uncertainties and other factors are more particularly described above under the heading “Risks
and Uncertainties” and in the Fund’s most recent Annual Information Form under the heading “Risk
Factors”.
All forward-looking information in this MD&A is qualified in its entirety by this cautionary statement and,
except as required by law, the Fund undertakes no obligation to revise or update any forward-looking
information as a result of new information, future events or otherwise after the date hereof.
A&W Revenue Royalties
Income Fund
Consolidated Financial Statements
December 31, 2023 and 2022
(in thousands of dollars)
Independent auditor’s report
To the Unitholders of A&W Revenue Royalties Income Fund
Our opinion
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects,
the financial position of A&W Revenue Royalties Income Fund and its subsidiaries (together, the Fund) as
at December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended
in accordance with International Financial Reporting Standards as issued by the International Accounting
Standards Board (IFRS Accounting Standards).
What we have audited
The Fund’s consolidated financial statements comprise:
the consolidated balance sheets as at December 31, 2023 and 2022;
the consolidated statements of income and comprehensive income for the years then ended;
the consolidated statements of unitholders’ equity for the years then ended;
the consolidated statements of cash flows for the years then ended; and
the notes to the consolidated financial statements, which include significant accounting policies and
other explanatory information.
Basis for opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the consolidated financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We are independent of the Fund in accordance with the ethical requirements that are relevant to our audit
of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in
accordance with these requirements.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the consolidated financial statements for the year ended December 31, 2023. These matters were
PricewaterhouseCoopers LLP
PricewaterhouseCoopers Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7
T: +1 604 806 7000, F: +1 604 806 7806, ca_vancouver_main_fax@pwc.com
“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
addressed in the context of our audit of the consolidated financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
How our audit addressed the key audit matter
Our approach to addressing the matter included the
following procedures, among others:
Tested how management determined the
recoverable amount of the intangible assets as
at December 31, 2023, which included the
following:
Evaluated the appropriateness of the
method applied and the value-in-use
model.
Tested the reasonableness of the projected
royalties from the gross sales of A&W
restaurants in the Royalty Pool, revenue
growth rates and terminal growth rate by
comparing them to the current and past
performance of the A&W restaurants in the
Royalty Pool.
With the assistance of professionals with
specialized skill and knowledge in the field
of valuation, assessed the appropriateness
of the discount rate applied.
Tested underlying data used in the value-
in-use model.
Examined the disclosures made in the
consolidated financial statements related to the
intangible assets.
Key audit matter
Impairment assessment of the intangible assets
Refer to note 3 – Significant accounting policies,
judgments and estimation uncertainty and note 4 –
Intangible asset to the consolidated financial
statements.
The Fund had $402 million of intangible assets as
at December 31, 2023. The intangible assets are
the A&W trade-marks which have an indefinite life.
An impairment assessment is conducted annually
at the year-end balance sheet date or earlier if
events and circumstances dictate. An impairment
loss is recognized if the carrying amount of the
intangible assets exceeds its recoverable amount.
The recoverable amount is the higher of the
intangible assets’ fair value less costs to sell and
value-in-use. Management used a value-in-use
model to determine the recoverable amount of the
intangible assets. The assumptions applied by
management in estimating the recoverable amount
included projected royalties from the gross sales of
A&W restaurants in the Royalty Pool, the revenue
growth rates, terminal growth rate and the discount
rate. No impairment loss was recorded during the
year.
We considered this a key audit matter due to the
significant judgments made by management in
developing assumptions to determine the
recoverable amount as at December 31, 2023. This
in turn resulted in significant audit effort and
subjectivity in performing audit procedures to test
the recoverable amount determined by
management. Professionals with specialized skill
and knowledge in the field of valuation assisted us
in performing our procedures.
Other information
Management is responsible for the other information. The other information comprises the Management’s
Discussion and Analysis.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the
consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with IFRS Accounting Standards, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Fund’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless management either intends to liquidate the Fund or to
cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Fund’s financial reporting process.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Fund’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Fund’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to
the related disclosures in the consolidated financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Fund to cease to continue as a
going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Fund to express an opinion on the consolidated financial statements. We
are responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is Robert Coard.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, British Columbia
February 27, 2024
A&W Revenue Royalties Income Fund
Consolidated Balance Sheets
As at December 31, 2023 and 2022
(in thousands of dollars)
Assets
Current assets
Cash and cash equivalents
Accounts receivable
Prepaid interest
Income taxes recoverable
Non-current assets
Derivative financial assets
Intangible asset
Total assets
Liabilities
Current liabilities
Accounts payable and accrued liabilities
Distributions payable to Unitholders
Income taxes payable
Non-current liabilities
Term loan
Deferred income tax liabilities
Unitholders’ Equity
Trust Units
Accumulated deficit
Non-controlling interest
Total equity
Total liabilities and equity
Subsequent events
Note
2023
$
2022
$
12,156
4,094
941
1,236
18,427
3,287
402,029
423,743
552
2,575
-
3,127
59,905
16,340
79,372
398,884
(176,516)
222,368
122,003
344,371
423,743
17,109
3,792
847
-
21,748
4,481
385,429
411,658
583
2,575
6,190
9,348
59,870
16,196
85,414
398,884
(177,900)
220,984
105,260
326,244
411,658
14
5
4
14
12, 14
5
7
8
17
On behalf of the Board of Trustees
Trustee
Trustee
The accompanying notes are an integral part of these consolidated financial statements.
A&W Revenue Royalties Income Fund
Consolidated Statements of Income and Comprehensive Income
For the years ended December 31, 2023 and 2022
(in thousands of dollars except per Unit amounts)
Royalty income
Expenses
General and administrative
Interest expense
Term loan and other
Amortization of financing fees
Operating income
Loss (gain) on interest rate swaps
Income before income taxes
Provision for income taxes
Current
Current income tax provision
Refundable income tax
Deferred
Net income and comprehensive income for the year
Net income and comprehensive income attributable to
Unitholders of A&W Revenue Royalties Income Fund
A&W Food Services of Canada Inc.’s non-controlling interest in
A&W Trade Marks Inc.
Note
14
6
5
7
7
7
2023
$
54,962
961
1,204
34
2,199
52,763
1,194
51,569
10,170
592
144
10,906
40,663
32,283
8,380
40,663
2022
$
52,181
983
2,113
67
3,163
49,018
(4,904)
53,922
10,471
1,732
330
12,533
41,389
33,801
7,588
41,389
Basic and diluted income per weighted average Trust
Unit outstanding
2.006
2.100
Weighted average number of Trust Units outstanding
16,092,693
16,092,693
The accompanying notes are an integral part of these consolidated financial statements.
A&W Revenue Royalties Income Fund
Consolidated Statements of Unitholders’ Equity
For the years ended December 31, 2023 and 2022
(in thousands of dollars)
Note
Trust
Units
$
Accumulated
deficit
$
Non-
controlling
interest
$
Total
$
Total
equity
$
Balance as at
December 31, 2021
Net income and
comprehensive income
for the year
Distributions on Trust Units
Dividends on common shares
Issue of common shares
Balance as at
December 31, 2022
Net income and
comprehensive income
for the year
Distributions on Trust Units
Dividends on common shares
Issue of common shares
Balance as at
December 31, 2023
12
14
4
12
14
4
398,884
(181,527)
217,357
80,240
297,597
-
-
-
-
33,801
(30,174)
-
-
33,801
(30,174)
-
-
7,588
-
(7,126)
24,558
41,389
(30,174)
(7,126)
24,558
398,884
(177,900)
220,984
105,260
326,244
-
-
-
-
32,283
(30,899)
-
-
32,283
(30,899)
-
-
8,380
-
(8,237)
16,600
40,663
(30,899)
(8,237)
16,600
398,884
(176,516)
222,368
122,003
344,371
The accompanying notes are an integral part of these consolidated financial statements.
A&W Revenue Royalties Income Fund
Consolidated Statements of Cash Flows
For the years ended December 31, 2023 and 2022
(in thousands of dollars)
Note
2023
$
2022
$
Cash provided by (used in)
Operating activities
Net income and comprehensive income for the year
Adjustments for:
Realized gain on interest rate swap
Unrealized loss (gain) on interest rate swap
Amortization of financing fees
Interest expense
Deferred income tax expense
Refundable income tax expense
Current income tax provision
Net changes in items of non-cash working capital
Interest paid
Income taxes paid
Net cash provided by operating activities
Financing activities
Dividends paid to non-controlling interest
Distributions paid to Unitholders
Net cash used in financing activities
(Decrease) increase in cash and cash equivalents
during the year
Cash and cash equivalents – Beginning of year
Cash and cash equivalents – End of year
5
6
7
7
7
11
14
40,663
-
1,194
34
1,204
144
592
10,170
(332)
(1,298)
(18,188)
34,183
(8,237)
(30,899)
(39,136)
(4,953)
17,109
12,156
41,389
(983)
(3,921)
67
2,113
330
1,732
10,471
(508)
(2,763)
(3,663)
44,264
(7,126)
(30,093)
(37,219)
7,045
10,064
17,109
The accompanying notes are an integral part of these consolidated financial statements.
A&W Revenue Royalties Income Fund
Notes to Consolidated Financial Statements
December 31, 2023 and 2022
(figures in tables are expressed in thousands of dollars)
1 General information
A&W Revenue Royalties Income Fund (the Fund) is a limited purpose trust established on December 18, 2001
with an unlimited number of Units and Limited Voting Units (collectively, the Trust Units), under the laws of
the Province of British Columbia pursuant to the Declaration of Trust. The Fund is listed on the Toronto Stock
Exchange under the symbol AW.UN. The Fund’s place of business is located at 300 – 171 West Esplanade,
North Vancouver, British Columbia. The Fund was established to invest in A&W Trade Marks Inc. (Trade
Marks), which, through its ownership interest in A&W Trade Marks Limited Partnership (the Partnership),
owns the A&W trade-marks used in the A&W quick service restaurant business in Canada.
The Partnership has granted A&W Food Services of Canada Inc. (Food Services) a licence (the Amended and
Restated Licence and Royalty Agreement) to use the A&W trade-marks in Canada for a term expiring
December 30, 2100, for which Food Services pays a royalty of 3% of the gross sales reported to Food Services by
A&W restaurants in the Royalty Pool. Food Services is a leading franchisor of quick service restaurants in
Canada.
2 Basis of preparation
The principal accounting policies applied in the preparation of these consolidated financial statements are set
out below. These policies have been consistently applied to all the years presented unless otherwise stated.
These consolidated financial statements have been prepared in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).
The preparation of consolidated financial statements in conformity with IFRS Accounting Standards requires
the use of certain critical accounting estimates. It also requires management to exercise its judgment in the
process of applying the accounting policies. Those areas involving a higher degree of judgment or complexity, or
areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in
note 3.
These consolidated financial statements were authorized for issue by the Board of Trustees of the Fund on
February 27, 2024.
3 Material accounting policy information
Basis of measurement
The consolidated financial statements have been prepared under the historical cost convention, except for the
revaluation of the interest rate swaps to fair value through the consolidated statements of income and
comprehensive income.
(1)
A&W Revenue Royalties Income Fund
Notes to Consolidated Financial Statements
December 31, 2023 and 2022
(figures in tables are expressed in thousands of dollars)
Consolidation
The consolidated financial statements include the accounts of the Fund and its 79.0% interest in Trade Marks
and its subsidiary, the Partnership (together, the subsidiaries). The Fund controls its subsidiaries when it is
exposed to or it has rights to variable returns from its involvement with its subsidiaries and has the ability to
affect those returns through its power over the subsidiaries.
Changes in the Fund’s ownership interest in subsidiaries that do not result in a loss of control are accounted for
as equity transactions.
Non-controlling interest
The non-controlling interest represents an equity interest in Trade Marks owned by Food Services. The share of
net assets of the Fund’s subsidiary attributable to non-controlling interest is presented as a component of
equity. Food Services’ share of net income and comprehensive income is recognized directly in equity.
Functional and presentation currency
These consolidated financial statements are presented in Canadian dollars, which is the functional currency of
the Fund and its subsidiaries.
Use of estimates
The preparation of consolidated financial statements in conformity with IFRS Accounting Standards requires
management to make estimates and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Significant areas requiring the use of management estimates are the fair
value of the interest rate swaps and the impairment of testing of intangible asset. The fair value of the interest
rate swaps estimate is not a “critical accounting estimate” as (i) it does not require the Fund to make
assumptions about matters that are highly uncertain at the time the estimate is made, and (ii) a different
estimate that could have been used, or changes in the accounting estimate that are reasonably likely to occur
from period-to-period, would not have had a material impact on the Fund’s financial condition, changes in
financial condition or financial performance. Estimates may differ from actuals and those differences could be
material.
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, balances with banks and short-term investments with an
original maturity date of three months or less.
(2)
A&W Revenue Royalties Income Fund
Notes to Consolidated Financial Statements
December 31, 2023 and 2022
(figures in tables are expressed in thousands of dollars)
Accounts receivable
Accounts receivable are amounts due from Food Services for services performed in the ordinary course of
business. These amounts are classified as current because collection is expected in one year or less. Accounts
receivable are recognized initially at the amount expected to be received, less, when material, a discount to
reduce the recoverable amount to fair value. Subsequently, accounts receivable are measured at amortized cost
using the effective interest method less a provision for the impairment.
Intangible asset – trade-marks
The intangible asset are the A&W trade-marks, which have an indefinite useful life that was originally recorded
at fair value at the date of acquisition. The assets are subject to an impairment test annually or earlier if events
and circumstances dictate as required by International Accounting Standards (IAS) 36, Impairment of Assets.
An impairment loss is recognized whenever the carrying amount of the intangible asset exceeds its recoverable
amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.
Impairment losses are recognized in the consolidated statements of income and comprehensive income.
Impairment of financial assets
At each reporting date, the Fund assesses whether there is objective evidence that a financial asset is impaired.
If such evidence exists, the Fund recognizes an impairment loss.
The amount of the loss, if any, is measured as the difference between the asset’s carrying amount and the
present value of estimated future cash flows (excluding future credit losses that have not been incurred)
discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced
and the amount of the loss is recognized in the consolidated statements of income and comprehensive income.
If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective
interest rate determined under the contract.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognized (such as an improvement in the debtor’s
credit rating), the reversal of the previously recognized impairment loss is recognized in the consolidated
statements of income and comprehensive income.
Income per Fund Trust Unit
The Fund’s income per Trust Unit is based on the net income and comprehensive income attributable to Fund
Unitholders and the weighted average number of Trust Units outstanding during the period.
(3)
A&W Revenue Royalties Income Fund
Notes to Consolidated Financial Statements
December 31, 2023 and 2022
(figures in tables are expressed in thousands of dollars)
Interest rate swaps
The Fund uses interest rate swap agreements to manage risks from fluctuations in interest rates. All such
instruments are used only for risk management purposes. Changes in the fair value of the Fund’s interest rate
swap agreements are recognized in the consolidated statements of income and comprehensive income (note 5).
Income taxes
Income tax comprises current and deferred tax and is recognized in the consolidated statements of income and
comprehensive income.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at the consolidated balance sheet dates, and any adjustment to tax payable in respect of
previous years. The Fund uses the weighted average tax rate of its subsidiaries. The Fund, as a legal entity, is
not currently taxed on its income, as it receives dividends from Trade Marks that are not subject to the
Specified Investment Flow-Through (SIFT) tax. Therefore, Trade Marks’ substantively enacted tax rate is used.
In general, deferred tax is recognized in respect of temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is
determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted
at the consolidated balance sheet dates and are expected to apply when the deferred tax asset or liability is
settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered.
Deferred income tax assets and liabilities are presented as non-current.
Revenue recognition
Revenue is recognized on an accrual basis in accordance with the relevant agreements. It comprises royalty
income equal to 3% of the gross sales reported to Food Services by A&W restaurants in the Royalty Pool.
Interest
Cash flows relating to interest paid have been classified as operating activities in the consolidated statements of
cash flows. Interest paid on the term loan is netted with other interest income on the consolidated statements of
cash flows. As contemplated in the Amended and Restated Licence and Royalty Agreement, late payments of
royalties accrue interest at the rate of 2% per annum over the prime rate.
(4)
A&W Revenue Royalties Income Fund
Notes to Consolidated Financial Statements
December 31, 2023 and 2022
(figures in tables are expressed in thousands of dollars)
Financial instruments
Financial assets and liabilities are recognized when the Fund becomes a party to the contractual provisions of
the instrument. Financial assets and liabilities are derecognized when the rights to receive or obligation to pay
cash flows from the assets or liabilities have expired or been settled or have been transferred and the Fund has
transferred substantially all risks and rewards of ownership.
The Fund classifies its financial instruments in the following categories:
a)
Financial assets and liabilities at amortized cost. The Fund classifies its financial assets at amortized cost
only if both of the following criteria are met:
i)
the asset is held within a business model the objective of which is to collect the contractual cash flows;
and
ii)
the contractual terms give rise to cash flows that are solely payments of principal and interest.
The Fund’s financial assets at amortized cost comprise cash and cash equivalents and accounts receivable
and are included in current assets due to their short-term nature. Financial assets at amortized cost are
initially recognized at the amount expected to be received less, when material, a discount to reduce the
assets to fair value. Subsequently, financial assets at amortized cost are measured at amortized cost using
the effective interest method less a provision for impairment.
Financial liabilities at amortized cost include accounts payable and accrued liabilities, distributions
payable to Unitholders, income taxes payable, the demand operating loan facility and the term loan.
Accounts payable and accrued liabilities are initially recognized at the amount required to be paid less,
when material, a discount to reduce payables to fair value. Subsequently, accounts payable and accrued
liabilities are measured at amortized cost using the effective interest method. Distributions payable are
recognized at the amount required to be paid. The demand operating loan facility and the term loan are
recognized initially at fair value, net of any transaction costs incurred, and subsequently at amortized cost
using the effective interest method.
Financial liabilities are classified as current liabilities if payment is due within 12 months. Otherwise, they
are presented as non-current liabilities.
Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent
that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until
the drawdown occurs at which point it is netted against proceeds as a transaction cost. To the extent there
is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as
a pre-payment for liquidity services and amortized over the period of the facility to which it relates.
(5)
A&W Revenue Royalties Income Fund
Notes to Consolidated Financial Statements
December 31, 2023 and 2022
(figures in tables are expressed in thousands of dollars)
b)
Financial assets at fair value through other comprehensive income (FVOCI): Financial assets at FVOCI
comprise:
i)
ii)
equity securities that are not held for trading and that the Fund has irrevocably elected at initial
recognition to recognize in this category; and
debt securities where the contractual cash flows are solely principal and interest and the objective of
the Fund’s business model is achieved both by collecting contractual cash flows and selling financial
assets.
The Fund currently has not classified any of its financial instruments as FVOCI.
c)
Financial assets at fair value through profit or loss (FVPL): The Fund classifies the following financial
assets at FVPL:
i)
debt instruments that do not qualify for measurement at either amortized cost or FVOCI;
ii)
equity instruments that are held for trading; and
iii) equity instruments for which the Fund has not elected to recognize fair value gains and losses through
other comprehensive income.
The Fund’s financial assets classified as FVPL include derivative financial instruments. The Fund utilizes
derivative financial instruments in the normal course of its operations as a means to manage risks from
fluctuations in interest rates. The Fund’s policy is to not utilize derivative financial instruments for trading
or speculative purposes. The Fund’s derivatives are interest rate swaps with changes in fair value recorded
in the consolidated statements of income and comprehensive income.
4
Intangible asset
Number of
new
restaurants
Number of
closed
restaurants
Number of
restaurants
in Royalty
Pool
Balance as at December 31, 2021
Annual adjustment January 5, 2022
Balance as at December 31, 2022
Annual adjustment January 5, 2023
Balance as at December 31, 2023
1,151
34
1,185
29
1,214
(157)
(13)
(170)
(7)
(177)
994
21
1,015
22
1,037
Amount
$
360,871
24,558
385,429
16,600
402,029
(6)
A&W Revenue Royalties Income Fund
Notes to Consolidated Financial Statements
December 31, 2023 and 2022
(figures in tables are expressed in thousands of dollars)
Annual gross sales reported by the 1037 (2022 – 1,015) A&W restaurants in the Royalty Pool were
$1,832,069,000 (2022 – $1,739,377,000).
The intangible asset is the A&W trade-marks used in the A&W quick service restaurant business in Canada.
Annual adjustment to the Royalty Pool
The Royalty Pool is adjusted annually to reflect sales from new A&W restaurants, net of the sales of any A&W
restaurants that have permanently closed. The consideration paid to Food Services for the additional royalty
stream related to the sales of the net new restaurants is based on a formula set out in the Amended and
Restated Licence and Royalty Agreement. The formula provides for a payment to Food Services based on 92.5%
of the amount of estimated sales from the net new restaurants and the current yield on the Units of the Fund,
adjusted for income taxes payable by Trade Marks. The consideration is paid to Food Services in the form of
additional partnership units (LP units). The additional LP units are, at the option of Food Services,
exchangeable for additional shares of Trade Marks, which are in turn exchangeable for Trust Units of the Fund
on the basis of two common shares for one Trust Unit of the Fund. The consideration paid for the annual
adjustment to the Royalty Pool is recorded as an increase in the value of the A&W trade-marks.
The 2023 annual adjustment to the Royalty Pool took place on January 5, 2023. The number of A&W
restaurants in the Royalty Pool was increased by 29 new restaurants less 7 restaurants that permanently closed
during 2022. The Partnership paid Food Services $12,895,000, by issuance of 380,368 LP units to Food
Services, representing 80% of the initial consideration based on the estimated annual sales of the net new
restaurants. The LP units were subsequently exchanged for 760,736 non-voting common shares of
Trade Marks.
The final adjustment to the number of LP units issued was made on December 7, 2023, based on the actual
annual sales reported by the new restaurants. The actual annual sales of the 29 new A&W restaurants were
$45,565,000, compared to the original estimate of $44,339,000, resulting in total consideration of
$16,600,000 payable to Food Services. The remaining consideration of $3,705,000 was paid to Food Services
by issuance of 109,332 additional LP units, which were exchanged for 218,664 non-voting common shares of
Trade Marks.
The Fund performed its annual impairment test on the indefinite life intangible asset as at December 31, 2023,
using a value-in-use model to determine the recoverable amount of the indefinite life intangible asset. The
calculations were based on the Fund’s and Food Services’ internal forecasts and represent management’s best
estimates at a specific point in time, and, as a result, are subject to estimation uncertainty. In arriving at its
estimated future cash flows, the Fund and Food Services considered past experience, economic trends and
forecasted industry trends. The Fund projected royalties from the gross sales of A&W restaurants in the Royalty
Pool, gross profit and cash flows for a period of five years and extrapolated cash flows beyond that using an
estimated terminal growth rate of 2% (2022 – 2%). The Fund assumed a pre-tax discount rate of 12.6% (2022 –
12.0%) in order to calculate the present value of its projected cash flows. As a result of this test, it was concluded
that no impairment was required.
(7)
A&W Revenue Royalties Income Fund
Notes to Consolidated Financial Statements
December 31, 2023 and 2022
(figures in tables are expressed in thousands of dollars)
The Fund performed a sensitivity analysis on the most sensitive assumptions, which were revenue growth rates
(2%) and the discount rate. A 1% increase in the discount rate would have decreased the amount by which the
recoverable amount exceeded the carrying amount by approximately $47,000,000, and would not have
resulted in impairment. A 1% decrease in the estimated revenue growth rate would have decreased the amount
by which the recoverable amount exceeded the carrying amount by approximately $69,000,000 and would not
have resulted in impairment.
5 Term loan and operating loan facility
Trade Marks has a $60,000,000 term loan, a $2,000,000 demand operating loan and an interest rate swap
facility (collectively, the Credit Facility) with HSBC Bank Canada (the Bank). On September 10, 2021, Trade
Marks renewed and extended the Credit Facility for an additional five years on terms and conditions
substantially consistent with those of the previous credit facility in place with the Bank.
The $2,000,000 demand operating loan facility is used to fund working capital requirements and for general
corporate purposes. Amounts advanced under the facility bear interest at the Bank’s prime rate plus 0.4% and
are repayable on demand. As at December 31, 2023, the amount of the facility available was $2,000,000
(December 31, 2022 – $2,000,000).
The $60,000,000 term loan with the Bank is in the form of a banker’s acceptance. The term loan is repayable
on September 10, 2026. The term loan contains covenants, including the requirement to meet certain earnings
before interest, taxes, depreciation, amortization and non-cash charges/income (EBITDA) levels and debt to
EBITDA ratios during each trailing four-quarter period. Interest only is payable monthly, providing that Trade
Marks’ EBITDA tested quarterly on a trailing four-quarter basis is not less than specified amounts. In the event
that EBITDA is less than these specified amounts, the term loan will be fully amortized over the greater of three
years and the remaining term and repayment will be by way of blended monthly instalments of principal and
interest. Trade Marks was in compliance with all of its financial covenants as at February 27, 2024,
December 31, 2023 and December 31, 2022.
Financing fees of $176,000 that were incurred relating to the September 10, 2021 Credit Facility amendment
were capitalized in 2021 and are presented as a reduction to the carrying amount of the $60,000,000 term
loan. The financing fees will be amortized over the remainder of the five-year term of the amended Credit
Facility.
Trade Marks uses interest rate swap agreements to manage risks from fluctuations in interest rates. To manage
the interest rate risk associated with the $60,000,000 term loan, Trade Marks entered into an interest rate
swap arrangement (the Current Swap).
Under the Current Swap, which was effective December 22, 2022, the term loan’s effective interest rate is 2.85%
per annum, comprising of 1.74% per annum, which is fixed under the Current Swap agreement until
September 10, 2026 plus a 1.15% per annum stamping fee. The stamping fee ranges from 0.90% to 1.40%,
depending on Trade Mark’s debt to EBITDA ratio. The fair value of the Current Swap as at December 31, 2023
was $3,287,000 favourable (December 31, 2022 – $4,481,000 favourable) and the change in fair value is
recorded in the consolidated statements of income and comprehensive income.
(8)
A&W Revenue Royalties Income Fund
Notes to Consolidated Financial Statements
December 31, 2023 and 2022
(figures in tables are expressed in thousands of dollars)
Under the Matured Swap, which matured on December 22, 2022, the term loan’s effective interest rate was
3.95% per annum as at December 31, 2022, comprising 2.80% per annum, which was fixed under the Matured
Swap agreement until December 22, 2022 plus a 1.15% per annum stamping fee. The stamping fee ranged from
0.90% to 1.40%, depending on Trade Marks’ debt to EBITDA ratio. The Matured Swap matured on
December 22, 2022 and as a result of the maturity, a realized gain of $983,000 was recorded in the
consolidated statements of income and comprehensive income resulting in a fair value as at December 31, 2022
of $nil.
The following gains and losses, representing the change in the fair value of the interest rate swaps, are recorded
in the consolidated statements of income and comprehensive income:
Gain on Matured Swap
(Loss) gain on Current Swap
2023
$
-
(1,194)
(1,194)
2022
$
983
3,921
4,904
A general security agreement over the assets of Trade Marks has been provided as collateral for the demand
operating loan facility and term loan. The Partnership has provided its guarantee in favour of the Bank of all of
the indebtedness, covenants and obligations of Trade Marks to the Bank.
The term loan comprises:
Term loan
Financing fees
2023
$
60,000
(95)
59,905
2022
$
60,000
(130)
59,870
(9)
A&W Revenue Royalties Income Fund
Notes to Consolidated Financial Statements
December 31, 2023 and 2022
(figures in tables are expressed in thousands of dollars)
6 Term loan and other interest
Interest income – cash
Standby fees
Interest expense – term loan
7
Income taxes
2023
$
(534)
5
1,733
1,204
2022
$
(254)
5
2,362
2,113
a)
The provision for income taxes shown in the consolidated statements of income and comprehensive
income is equal to the amount obtained by applying statutory tax rates to the income before income taxes:
Statutory combined federal and provincial income tax rates
on investment income
Provision for income taxes based on statutory income
tax rates
Refundable tax
Provision for income taxes
b) Deferred income tax liabilities comprise the following:
Timing difference of income of A&W Trade Marks
Limited Partnership
Fair value of interest rate swap
Intangible asset
2023
20%
$
10,314
592
10,906
2023
$
(752)
(657)
(14,931)
(16,340)
2022
20%
$
10,801
1,732
12,533
2022
$
(654)
(896)
(14,646)
(16,196)
(10)
A&W Revenue Royalties Income Fund
Notes to Consolidated Financial Statements
December 31, 2023 and 2022
(figures in tables are expressed in thousands of dollars)
8 Trust Units
The Trust Units are comprised of two classes, Units and Limited Voting Units. Both Units and Limited Voting
Units have equal undivided beneficial interests in any distributions of the Fund and in the net assets of the
Fund. Limited Voting Units and Units have equal rights and privileges except that holders of the Limited Voting
Units, together with the common shares of Trade Marks that are exchangeable for Limited Voting Units, are not
entitled in the aggregate to cast more than 40% of the votes cast on a resolution with respect to the appointment
or removal of Trustees of the Fund and are not entitled to cast votes on a resolution to amend the Declaration of
Trust. The Trust Units issued are not subject to future calls or assessments.
Units are redeemable at any time at the option of the holder at amounts related to market prices at the time,
subject to a maximum of $50,000 in total cash redemptions by the Fund in any one month. The limitation may
be waived at the discretion of the Trustees of the Fund. Redemption in excess of these amounts, assuming no
limitation, shall be paid by way of distribution of a pro rata number of securities of Trade Marks held by the
Fund.
As at December 31, 2023, Food Services owned 21.0% (2022 – 19.1%) of the common shares of Trade Marks
and 9.4% (2022 – 9.4%) of the Trust Units. Taken together, Food Services’ ownership of exchangeable common
shares of Trade Marks and Trust Units equated to Food Services owning 28.4% (2022 – 26.7%) of the total
outstanding voting securities of the Fund on a fully diluted basis.
Number of
Units
Number of
Limited
Voting Units
Total number
of Trust
Units
Balance as at December 31, 2021
14,585,673
1,507,020
16,092,693
Balance as at December 31, 2022
14,585,673
1,507,020
16,092,693
Balance as at December 31, 2023
14,585,673
1,507,020
16,092,693
Balance as at December 31, 2021
Balance as at December 31, 2022
Balance as at December 31, 2023
Equity –
Units
351,925
351,925
351,925
Equity –
Limited
Voting Units
Total equity –
Trust Units
46,959
46,959
46,959
398,884
398,884
398,884
(11)
A&W Revenue Royalties Income Fund
Notes to Consolidated Financial Statements
December 31, 2023 and 2022
(figures in tables are expressed in thousands of dollars)
9 A&W Trade Marks Inc.
The common shares of Trade Marks are owned by the Fund and Food Services as follows:
The Fund
Food Services
Number of
shares
Amount
$
%
Number of
shares
Amount
$
%
Number of
shares
Total
Amount
$
Balance as at
December 31,
2021
January 5, 2022
adjustment to
the Royalty
Pool
Balance as at
December 31,
2022
January 5, 2023
adjustment to
the Royalty
Pool
Balance as at
December 31,
2023
32,185,311 227,798 83.6
6,330,981
81,191 16.4
38,516,292
308,989
-
- (2.7)
1,270,460
24,558 2.7
1,270,460
24,558
32,185,311 227,798 80.9
7,601,441 105,749 19.1
39,786,752
333,547
-
- (1.9)
979,400
16,600 1.9
979,400
16,600
32,185,311 227,798 79.0
8,580,841 122,349 21.0
40,766,152
350,147
The common shares of Trade Marks owned by Food Services may be exchanged for Trust Units on the basis of
two common shares for one Trust Unit.
The summarized financial information of Trade Marks is as follows:
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Revenue
Net income and comprehensive income
2023
$
14,634
405,316
683
76,245
54,962
40,663
2022
$
19,189
389,909
6,772
76,066
52,181
41,389
(12)
A&W Revenue Royalties Income Fund
Notes to Consolidated Financial Statements
December 31, 2023 and 2022
(figures in tables are expressed in thousands of dollars)
10 Ownership of the Fund
The ownership of the Fund, on a fully diluted basis, as at December 31 is as follows:
Number of
units
2023
%
Number of
units
Units held by public
unitholders (note 8)
14,585,673
71.6
14,585,673
1,507,020
7.4
1,507,020
Limited Voting Units held
by Food Services
(note 8)
Number of Trust Units
issuable on
exchange of
securities of Trade
Marks held by Food
Services (note 9)
Total equivalent units
20,383,114
11 Working capital
4,290,421
21.0
100.0
3,800,721
19,893,414
Net changes in items of non-cash working capital are as follows:
Accounts receivable
Accounts payable and accrued liabilities
2023
$
(302)
(30)
(332)
2022
%
73.3
7.6
19.1
100.0
2022
$
(460)
(48)
(508)
(13)
A&W Revenue Royalties Income Fund
Notes to Consolidated Financial Statements
December 31, 2023 and 2022
(figures in tables are expressed in thousands of dollars)
12 Distributions
During the year ended December 31, 2023, the Fund declared distributions to its Unitholders of $30,899,000
or $1.92 per Unit (2022 – $30,174,000 or $1.875 per Unit). The record dates and amounts of these
distributions are as follows:
Month
January 2023
February 2023
March 2023
April 2023
May 2023
June 2023
July 2023
August 2023
September 2023
October 2023
November 2023
December 2023
Record
date
Amount
$
Per Unit
$
February 15, 2023
March 15, 2023
April 15, 2023
May 15, 2023
June 15, 2023
July 15, 2023
August 15, 2023
September 15, 2023
October 15, 2023
November 15, 2023
December 15, 2023
December 31, 2023
2,575
2,575
2,575
2,575
2,575
2,575
2,574
2,575
2,575
2,575
2,575
2,575
30,899
0.160
0.160
0.160
0.160
0.160
0.160
0.160
0.160
0.160
0.160
0.160
0.160
1.920
The December 2023 distribution was declared on December 7, 2023 and paid on January 31, 2024, and was
reported as a current liability as at December 31, 2023. The December 2022 distribution of $2,575,000 was
declared on December 8, 2022 and paid on January 31, 2023 and was reported as a current liability as at
December 31, 2022.
13 Compensation to key management
Key management personnel are the Trustees of the Fund and Directors of Trade Marks. During the year, the
Trustees and Directors earned $135,000 (2022 – $138,000).
14 Related party transactions and balances
During the year, royalty income of $54,962,000 (2022 – $52,181,000) was earned from Food Services, of which
$4,094,000 (2022 – $3,792,000) was receivable from Food Services as at December 31, 2023.
During the year, Trade Marks paid dividends to Food Services of $8,237,000 (December 31, 2022 –
$7,126,000). The dividends paid to Food Services in 2023 include special dividends of $175,000 representing
the dividends that Food Services would have received on the 218,664 non-voting common shares issued to Food
Services on December 7, 2023 in relation to the final consideration for the January 5, 2023 adjustment to the
Royalty Pool (note 4), had they been issued on January 5, 2023. In 2022, Trade Marks paid special dividends of
$297,000 to Food Services representing the dividends that Food Services would have received on the 381,806
non-voting common shares issued to Food Services on December 8, 2022 in relation to the final consideration
for the January 5, 2022 adjustment to the Royalty Pool had they been issued on January 5, 2022.
(14)
A&W Revenue Royalties Income Fund
Notes to Consolidated Financial Statements
December 31, 2023 and 2022
(figures in tables are expressed in thousands of dollars)
During the year, the Fund declared distributions payable to Food Services of $2,893,000 (December 31, 2022 –
$2,826,000) as a result of Food Services’ ownership of Limited Voting Units in the Fund. The $241,000
distribution declared on December 7, 2023 paid to Food Services subsequent to the period-end on January 31,
2024 was reported as a current liability as at December 31, 2023 (December 31, 2022 – $241,000).
On April 8, 2022, Trade Marks and Food Services entered into an agreement for Food Services to provide
administrative services to Trade Marks (the Services Agreement). Under the terms of the Services Agreement,
Food Services is entitled to be paid an annual fee, on a quarterly basis, for the services provided in each fiscal
year in an amount approved by the board of directors of Trade Marks that is based on a prescribed time and
effort computation. The Services Agreement will remain in effect for the duration of the Administration
Agreement dated February 15, 2002 between Trade Marks and the Fund, unless terminated by either party by
giving five years advance written notice to the other party. During the year, Trade Marks recognized an expense
of $190,000 (December 31, 2022 – $175,000) related to administrative and advisory services received from
Food Services.
Other related party transactions and balances are referred to in note 8.
15 Financial instruments and financial risk management
Fair values
Management estimates that the fair values of cash and cash equivalents, accounts receivable, accounts payable
and accrued liabilities, distributions payable to Unitholders, the demand operating loan facility and the term
loan approximate their carrying values given the short term to maturity of these instruments. The fair value of
the Current Swap as at December 31, 2023 was $3,287,000 favourable (December 31, 2022 – $4,481,000
favourable).
Fair value estimation
The Fund analyzes financial instruments carried at fair value by the valuation method. The different levels have
been identified as follows:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets and liabilities;
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly derived from prices; and
Level 3 – Inputs from the asset or liability that are not based on observable market data (that is,
unobservable inputs).
The interest rate swaps are measured at fair value as Level 3 financial instruments and are measured using
valuation techniques. These valuation techniques utilize significant inputs that are not based on observable
market data.
(15)
A&W Revenue Royalties Income Fund
Notes to Consolidated Financial Statements
December 31, 2023 and 2022
(figures in tables are expressed in thousands of dollars)
Credit risk
The Fund’s exposure to credit risk is as indicated by the carrying amount of its accounts receivable. All of the
accounts receivable relate to royalties due from Food Services to the Partnership, which were paid on
January 25, 2024.
Liquidity risk
The primary sources of liquidity risk are the monthly distributions to Unitholders and dividends to Food
Services. The Fund’s primary source of funds to pay distributions and dividends is the 3% royalty income it
receives from Food Services. Additionally, the Fund manages liquidity risk by actively monitoring forecast and
actual cash flows.
Interest rate risk
The demand operating loan facility and the term loan bear floating rates of interest as disclosed in note 5. Trade
Marks has used interest rate swaps to fix the rate of interest on the term loan. Cash and cash equivalents earn
interest at market rates. All of the Fund’s other financial instruments are non-interest bearing.
16 Capital disclosures
The Fund’s capital consists of Unitholders’ equity and the term loan. The Fund’s capital management objectives
are to have sufficient cash and cash equivalents to pay distributions to its Unitholders, after satisfaction of its
debt service and income tax obligations; provisions for general and administrative expenses; retention of
reasonable working capital reserves; and amounts that may be paid by the Fund in connection with any cash
redemption of Units. The Fund manages its capital structure and makes adjustments to it in light of changes in
economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the
capital structure, the Fund may adjust the amount of its distributions paid to Unitholders.
17 Subsequent events
On January 5, 2024, the number of A&W restaurants in the Royalty Pool was increased by 19 new restaurants
less 9 restaurants that permanently closed. The initial consideration for the estimated royalty revenue from the
net 10 restaurants added to the Royalty Pool is $8,307,000. The Partnership paid Food Services $6,646,000 by
issuance of 218,029 LP units, representing 80% of the initial consideration. The LP units were exchanged for
436,058 non-voting common shares of Trade Marks. The remaining 20% or $1,661,000 and a final adjustment
to the consideration based on the actual annual sales reported by the new restaurants will be paid in
December 2024 by issuance of additional LP units, which may be exchanged for non-voting common shares of
Trade Marks.
On February 2, 2024, Trade Marks declared dividends on its voting and non-voting common shares of
$3,296,000 payable to Food Services and the Fund on February 29, 2024.
On February 2, 2024, the Fund declared a distribution to Unitholders of $0.160 per Trust Unit or $2,575,000,
payable on February 29, 2024 to Unitholders of record as at February 15, 2024.
(16)
Market Information
Units Listed: Toronto Stock Exchange
Symbol: AW.UN
Registrar and Transfer Agent
Computershare Investor Services Inc.
Investor Enquiries
Kelly Blankstein
Chief Financial Officer
Tel: 604-988-2141
Fax: 604-988-5531
E-mail: investorrelations@aw.ca
Website: www.awincomefund.ca
Unitholder Information
Corporate Head Office
A&W Trade Marks Inc.
Registered Office and Records Office:
Mailing and Delivery Address: 2200 HSBC Building,
885 West Georgia Street, Vancouver, BC Canada V6C 3E8
Mailing Address
A&W Revenue Royalties Income Fund
300 – 171 West Esplanade
North Vancouver, BC, V7M 3K9
A&W Revenue Royalties Income Fund
Board of Trustees
Kevin Mahoney (1) (2)
Fern Glowinsky (1) (2)
Andrew W. Dunn (1) (2)
A&W Trade Marks Inc.
Board of Directors
Kevin Mahoney (Chairman)
Fern Glowinsky
Andrew W. Dunn
Paul F.B. Hollands
David A. Mindell
Committees of the Board
(1) Audit Committee and
(2) Governance Committee