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The Keg Royalties Income Fund

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The Keg Royalties Income Fund THE KEG ROYALTIES INCOME FUND THIRD QUARTER REPORT For the three and nine months ended September 30, 2020 TO OUR UNITHOLDERS On behalf of the Board of Trustees, I am pleased to present the results of The Keg Royalties Income Fund (the “Fund”) for the three and nine months ended September 30, 2020. RESULTS Royalty Pool sales reported by the 106 Keg restaurants in the Royalty Pool were $106,166,000 for the quarter, a decrease of $46,288,000 or 30.4% from the comparable quarter of the prior year. Year to date, Royalty Pool sales were $267,012,000, a decrease of $201,949,000 or 43.1%. The decrease in Royalty Pool sales was directly attributed to the temporary closure of all Keg restaurants starting in mid-March for approximately three months due to the Covid-19 pandemic. Royalty income decreased by $1,929,000 or 31.0% from $6,225,000 in the three months ended September 30, 2019 to $4,296,000 in the three months ended September 30, 2020. Year-to-date, royalty income decreased by $8,293,000 or 43.5% from $19,047,000 for the nine months ended September 30, 2019 to $10,754,000 for the nine months ended September 30, 2020. Distributable cash available to pay distributions to public unitholders decreased by $2,061,000 from $3,036,000 (26.7 cents/Fund unit) to $975,000 (8.6 cents/Fund unit) for the quarter and decreased by $4,057,000 from $10,110,000 (89.0 cents/Fund unit) to $6,053,000 (53.3 cents/Fund unit) year to date. During the third quarter of 2020, distributions of $1,192,000 (10.5 cents/Fund unit) were paid to Fund unitholders, a decrease of $2,030,000 from the comparable quarter of the prior year. During the first nine months of 2020, distributions of $5,606,000 (49.4 cents/Fund unit) were paid to Fund unitholders, a decrease of $4,060,000 from the comparable period of the prior year. The decrease in distributions paid to Fund unitholders was entirely due to the reduction in monthly distributions from 9.46 cents/Fund unit to 3.5 cents/Fund unit, commencing with the April 2020 distribution. The reduction in monthly distributions was made in response to the loss of sales from the temporary closure of all Keg restaurants in the Royalty Pool in March 2020, due to the Covid-19 pandemic. The payout ratio was 122.3% for the third quarter of the current year and 92.6% year to date in 2020. The Fund remains financially well positioned with cash on hand of $2,382,000 and a positive working capital balance of $3,493,000 as at September 30, 2020. OUTLOOK The effects of Covid-19 on many businesses, especially restaurants, have been unexpected, sudden and unprecedented. It is difficult to predict sales levels of the Kegs with any level of certainty, as those sales levels will be impacted not only by the timing and restrictions regarding restaurant re-opening imposed by provincial and state governments, but also by any changes in consumer behaviors as a result of the Covid-19 crisis, as well as the pace of the economic recovery in each of the markets in which The Keg operates. What can be said with a high degree of certainty and confidence is that upon re-opening, The Keg will once again deliver the highest levels of food quality and best-in-class service that it is renowned for providing to its guests. COMPETITIVE STRENGTH AND GROWTH The Keg remains an industry leader in the full-service restaurant category in Canada; a category it has resided in for over 49 years. KRL’s management team remains committed to maintaining and improving the legendary high standards that have come to define the brand throughout North America, including The Keg’s high quality menu, unmatched hospitality and marketing innovation. KRL has consistently demonstrated its ability to deliver growth in both system sales and same store sales over the long term, providing stability and growth in distributable cash and distributions to the Fund’s unitholders. Sincerely, C.C. Woodward Chairman, The Keg Royalties Income Fund on behalf of the Board of Trustees November 12, 2020 1 THE KEG ROYALTIES INCOME FUND RECENT DEVELOPMENTS AMENDMENT OF ADJUSTMENT DATE FOR ROLL-INS On April 1, 2019, the Fund and Keg Restaurants Ltd. (“KRL”) amended the Limited Partnership Agreement, an agreement between the two entities, to change the final adjustment date (“Final Adjustment Date”) from December 31st to December 25th in each year. The Final Adjustment Date is the date on which KRL is granted the remaining balance of any Additional Entitlement from the roll-in of net new sales to the Royalty Pool on the preceding January 1st. The change was agreed to align the reporting of KRL’s investment in the Fund in the financial statements of both KRL and the Fund, at their respective year-end dates. The change will also ensure that KRL receives the remaining balance of any Additional Entitlement during the fiscal year in which it was earned. ADDITIONS TO THE ROYALTY POOL On January 1, 2020, an estimated $19,111,000 in annual net sales were added to the Royalty Pool. Five new restaurants that opened during the period from October 3, 2018 through October 2, 2019, with estimated gross sales of $34,000,000 annually, were added to the Royalty Pool. Four permanently closed Keg restaurants with annual sales of $14,889,000 were removed from the Royalty Pool. The total number of restaurants in the Royalty Pool increased to 106. As a result of the contribution of additional net sales to the Royalty Pool, effective January 1, 2020, KRL received 80% of the annual entitlement, representing the equivalent of 354,412 Fund units, (being 2.20% of the Fund units on a fully diluted basis), increasing its effective ownership of the Fund to 29.55%, at that date. See “The Royalty Pool” section for further discussion. SALES REPORTING Management of KRL have elected not to report Same Store Sales growth until such time as all restaurants have fully re-opened for business. Management of KRL are of the opinion that the Same Store Sales growth metric does not currently provide useful information regarding the decrease in gross sales for comparable restaurants, as most restaurants did not fully operate during the entire periods of the current year. The sales declines experienced in the latter part of the first quarter of 2020 and for the entire second quarter of 2020 were primarily due to the loss of sales from restaurants temporarily closed due to the Covid-19 crisis. Management of KRL have instead presented a new metric of trading weeks, which is the number of weeks restaurants were fully open for business during the respective period. RESTAURANT TEMPORARY CLOSURES On September 29, 2020, the provincial government of Quebec announced the temporary shutdown of bars and restaurants in Montreal for a period of 28 days, commencing on October 1, 2020. The new restrictions resulted in a complete shutdown of dining rooms and patios for 5 corporate restaurants in Montreal, limiting service to only delivery and takeout. On October 26, 2020, the provincial government extended the temporary closure of restaurants until November 23, 2020. Quebec’s Health Ministry has publicly acknowledged that restaurants were not a major vector of transmission of the Covid-19 virus, but that the closures were part of an attempt to reduce social contacts generally. On October 9, 2020 the provincial government of Ontario announced the temporary shut down of dining rooms in Toronto, Peel Region and Ottawa for 28 days, effective October 10, 2020. The order affected 18 Keg restaurants, including 13 corporate and 5 franchise restaurants. Of the 13 corporate restaurants, 8 have patios and will be offering limited patio service while the weather holds. Of the franchise restaurants, only 1 is able to offer patio service during the restrictive period. On October 16, 2020 the provincial government of Ontario announced the temporary shut down of dining rooms in York Region for 28 days, effective October 19, 2020. The order affected 5 Keg restaurants, including 1 corporate restaurant and 4 franchise restaurants. The corporate restaurant will be offering limited patio service while the weather holds. Of the franchise restaurants, all 4 will offer limited patio service during the restrictive period. These decisions to close restaurants were made by the provincial government despite there being no scientific evidence to indicate that restaurants were in any way contributing to the spike in new Covid-19 cases, or that the temporary closure of restaurants will help flatten the curve. THE KEG ROYALTIES INCOME FUND 2 RESTAURANT TEMPORARY CLOSURES (CONTINUED) On October 30, 2020, the provincial government of Manitoba announced the temporary shut down of dining rooms in Winnipeg, effective November 2, 2020. The order affected 3 Keg restaurants, all of which are franchise restaurants. None of these restaurants are able to offer patio service during the closure period due to the weather in Winnipeg, although 2 of the 3 restaurants are able to offer take-out service. MESSAGE FROM KRL’S CEO Since reopening our restaurants throughout the summer (dates vary based on provincial reopening guidelines), we have been pleased with their performance, and in many ways, it has exceeded our expectations. The last few months have showcased the incredible strength of our people, our brand, and our guests’ desire to actively seek out products and services that inspire confidence, trust, and consistency.
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