|By Marketwired .||
|February 1, 2013 09:30 AM EST||
TORONTO, ONTARIO -- (Marketwire) -- 02/01/13 --
Attention: Business Editors
Pizza Pizza Royalty Corp. (the "Company") (TSX:PZA) and Pizza Pizza Limited ("PPL") today announced that effective January 1, 2013, the pool of restaurants (the "Royalty Pool"), on which royalties are paid to the Company by PPL, has been adjusted to reflect restaurant openings and closures.
Effective January 1, 2013, 21 new Pizza Pizza restaurants and one new Pizza 73 restaurant were added to the Royalty Pool. There were 18 non-traditional locations closed and removed from the Royalty Pool. Of the 21 new Pizza Pizza restaurants opened during 2012, ten were traditional restaurants and eleven were non-traditional locations. The one new Pizza 73 restaurant was a non-traditional location opened during the period from September 2, 2011 to September 1, 2012. Of the 18 non-traditional closures, 17 were Pizza Pizza locations and one was a Pizza 73 location.
After this annual adjustment, the 2013 Royalty Pool increases by a net of four restaurants to 694. In exchange for adding new restaurants to the Royalty Pool, PPL will be compensated in equivalent shares using an agreed-upon formula which includes estimating future royalties to be paid to the Company based on the new restaurant sales. Additional details about this formula are provided in the following paragraphs.
Annually, on January 1 (the "Adjustment Date"), the Royalty Pool is adjusted to include the forecasted system sales from new Pizza Pizza restaurants opened on or before December 31 of the prior year, less system sales from any Pizza Pizza restaurants that have been permanently closed during the year. Similarly, on the Adjustment Date, the Royalty Pool is adjusted to include the forecasted system sales from new Pizza 73 restaurants opened on or before September 1 of the prior year, less the system sales of any Pizza 73 restaurants permanently closed during the prior calendar year. These Pizza 73 forecasted system sales may also be reduced by any decrease in system sales attributable to certain Pizza 73 restaurants whose territory may have been adjusted during the year (an "adjusted restaurant" as defined in the License and Royalty Agreement for the Pizza 73 Royalty Pool restaurants).
PPL holds Class B and Class D units of Pizza Pizza Royalty Limited Partnership (the "Partnership"), which are exchangeable for a number of Company shares ("Shares") based on the Class B and Class D Exchange Multipliers (the "equivalent Shares"). At each annual Adjustment Date, the Class B and Class D Exchange Multipliers for the coming year are determined in accordance with the Partnership's limited partnership agreement. This, in turn, affects the number of equivalent Shares held by PPL. The formula for determining the Exchange Multipliers is based on the Determined Amounts which are calculated using the forecasted system sales from new restaurants less system sales from any closed and adjusted restaurants, multiplied by the applicable royalty rate, divided by the yield of the Shares, and discounted by 7.5%.
Beginning with last year's Adjustment Date on January 1, 2012 and going forward, the Determined Amounts are multiplied by a number equal to (1-Tax%) where "Tax%" is an estimate of the Company's effective entity level tax rate for the year. This maintains the accretive effect to shareholders of the annual Royalty Pool adjustment. This estimate of the effective tax rate will be subject to an adjustment when the year's actual tax rate of the Company is known.
From January 1 Adjustment Date, PPL is entitled to receive 80% of the calculated, additional equivalent Shares and distributions thereon resulting from a change in an Exchange Multiplier. The final equivalent Shares entitlement is determined following the year-end when the restaurants' actual sales performance is known with certainty. At that time, if the actual system sales exceeded 80% of the forecasted system sales, PPL would be entitled to additional equivalent Shares to reflect that difference. Conversely, if the actual system sales are less than 80% of the forecasted system sales, PPL must return a calculated portion of the equivalent Shares with which it was previously credited. In any given year, the calculated Exchange Multipliers cannot be less than at the end of the previous year.
Effective January 1, 2013, the Class B Exchange Multiplier is adjusted based on the 2013 forecasted system sales of $6.6 million from the 21 new Pizza Pizza restaurants, less sales of $3.4 million from 17 permanently closed Pizza Pizza non-traditional restaurants resulting in net, forecasted Pizza Pizza system sales of $3.2 million added to the Royalty Pool. The Class D Exchange Multiplier will not be adjusted at this time since the 2013 forecasted additional system sales from the one new Pizza 73 non-traditional restaurant, estimated at $100,000, is offset by $100,000 in sales from one permanently closed non-traditional restaurant, resulting in no estimated sales being added to the Royalty Pool.
In exchange for adding the forecasted Pizza Pizza system sales to the Royalty Pool, PPL has received 163,054 additional equivalent Shares (through the change to the Class B Exchange Multiplier). These represent 80% of the forecasted equivalent Shares entitlement to be received (203,817 equivalent Shares represent 100%), with the final equivalent Shares entitlement to be determined when the new restaurants' 2013 actual sales performance is known with certainty in early 2014.
On January 1, 2013, PPL added no Pizza 73 system sales to the Royalty Pool due to one non-traditional Pizza 73 restaurant opening and one closing. Therefore, PPL has received no additional Class D equivalent Shares. Final Class D equivalent Shares will be determined when the new restaurant's 2013 actual sales performance is known with certainty in early 2014.
After giving effect to these additional, equivalent Share entitlements at January 1, 2013, PPL now owns equivalent Shares representing 27.1% of the Company's fully diluted Shares.
Table 1 - Summary of the Company's Outstanding and Fully-Diluted Shares, including an analysis before and after the 20% entitlement holdback:
Issued & Outstanding Issued & Shares, Outstanding Equivalent Shares Shares outstanding & issuable Shares, and and Holdback of on December 31, 2012 Equivalent Shares Equivalent Shares ------------------------------------------------------------------------- Public float 21,818,392 21,818,392 Class B equivalent Shares held by PPL 6,338,554 6,338,554 (1) PPL Additional Class B equivalent Shares - 20% Holdback as of December 31, 2012 - 66,205 (1) Class D equivalent Shares held by PPL 1,547,131 1,547,131 (2) PPL Additional Class D equivalent Shares - 20% Holdback as of December 31, 2012 - 940 (2) ----------------------------------------- Fully-diluted Shares 29,704,077 29,771,222 ------------------------------------------------------------------------- Percentage of fully-diluted Shares available for exchange by PPL at December 31, 2012 26.5% 26.7% ------------------------------------------------------------------------- Shares outstanding & issuable after January 1, 2013 Annual Adjustment Public float 21,818,392 21,818,392 Class B equivalent Shares held by PPL 6,404,759 6,404,759 (1) Class D equivalent Shares held by PPL 1,548,071 1,548,071 (2) Additional PPL Class B equivalent Shares as of January 1, 2013 (80%) 163,054 163,054 (3) Additional PPL Class B equivalent Shares - 20% Holdback as of January 1, 2013 - 40,763 (4) Additional PPL Class D equivalent Shares as of January 1, 2013 (80%) - - (3) Additional PPL Class D equivalent Shares - 20% Holdback as of January 1, 2013 - - (4) ----------------------------------------- Number of fully-diluted Shares 29,934,276 29,975,039 ------------------------------------------------------------------------- Percentage of fully-diluted Shares available for exchange by PPL at January 1, 2013 27.1% 27.2% ------------------------------------------------------------------------- (1) The final calculation of the equivalent Shares entitlement related to the six net Pizza Pizza restaurants that were removed from the Royalty Pool on January 1, 2012 was completed and independently reviewed in early 2013, and became effective as of January 1, 2012. Actual Additional System Sales of new restaurants for 2012 were greater than Forecasted Additional System Sales. As a result of the true-up, PPL's Class B equivalent Shares increased by 66,205 and 2012 distributions thereon were paid to PPL in January 2013 from the Partnership effective January 1, 2012. (2) The final calculation of the equivalent Shares entitlement related to the one net Pizza 73 restaurant that was added to the Royalty Pool on January 1, 2012 was completed and independently reviewed in early 2013, and became effective as of January 1, 2012. Actual Additional System Sales of the new restaurant for 2012 was slightly higher than Forecasted Additional System Sales. As a result of the true-up, PPL's Class D equivalent Shares increased by 940 and 2012 distributions thereon were paid to PPL in January 2013 from the Partnership effective January 1, 2012. (3) Additional Class B and Class D equivalent Shares available January 1, 2013 are shown in the table. The final equivalent Shares entitlement will be determined in early 2014, effective January 1, 2013, once actual sales of the restaurants are known. Note that forecasted Pizza 73 system sales added to the Royalty Pool were zero due to one non-traditional Pizza 73 restaurant opening and one closing. Therefore, PPL has received no additional Class D equivalent Shares on January 1, 2013. (4) A preliminary calculation of the 20% holdback of equivalent Shares entitlement was done as of January 1, 2013 using the net, positive, forecasted sales from the addition of 22 restaurants to the Royalty Pool less the closure of 18 non-traditional restaurants subtracted from the Royalty Pool on January 1, 2013. The final Class B and D equivalent Shares entitlement will be determined in early 2014, effective January 1, 2013 once actual sales of the restaurants are known.
Certain statements in this press release, including those concerning forecasted sales performance of new restaurants and related adjustments to the Exchange Multipliers, may constitute "forward-looking" statements, which involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
When used in this press release, such statements include such words as "may", "will", "expect", "believe", "plan", and other similar meaning in conjunction with a discussion of future operating or financial performance. These statements reflect management's current expectations regarding future events and operating performance of the restaurants added to the Royalty Pool and speak only as of the date of this press release. Material factors or assumptions reflected in the presentation of Forecasted Additional System Sales include: demographic and competitive studies, historical sales performance of similar stores and economic forecasts for the retail industry. These forward-looking statements involve a number of risks and uncertainties. The following are some factors that could affect the forecasted performance of these restaurants, causing actual results to differ materially from those expressed in or underlying such forward-looking statements: competition, the store owner's performance, changes in demographic trends, changing consumer preferences and discretionary spending patterns, changes in national and local business and economic conditions, and legislation and governmental regulation. The foregoing list of factors is not exhaustive and should be considered in conjunction with the other risks and uncertainties described in the Fund's 2011 Annual Information Form. The Company assumes no obligation to update these forward looking statements, except as required by applicable securities laws.
As enterprises work to take advantage of Big Data technologies, they frequently become distracted by product-level decisions. In most new Big Data builds this approach is completely counter-productive: it presupposes tools that may not be a fit for development teams, forces IT to take on the burden of evaluating and maintaining unfamiliar technology, and represents a major up-front expense. In his session at @BigDataExpo at @ThingsExpo, Andrew Warfield, CTO and Co-Founder of Coho Data, will dis...
Feb. 6, 2016 07:15 PM EST
SYS-CON Events announced today that Fusion, a leading provider of cloud services, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Fusion, a leading provider of integrated cloud solutions to small, medium and large businesses, is the industry's single source for the cloud. Fusion's advanced, proprietary cloud service platform enables the integration of leading edge solutions in the cloud, including clou...
Feb. 6, 2016 03:30 PM EST Reads: 703
With the Apple Watch making its way onto wrists all over the world, it’s only a matter of time before it becomes a staple in the workplace. In fact, Forrester reported that 68 percent of technology and business decision-makers characterize wearables as a top priority for 2015. Recognizing their business value early on, FinancialForce.com was the first to bring ERP to wearables, helping streamline communication across front and back office functions. In his session at @ThingsExpo, Kevin Roberts...
Feb. 6, 2016 03:15 PM EST Reads: 324
SYS-CON Events announced today that Commvault, a global leader in enterprise data protection and information management, has been named “Bronze Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY, and the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Commvault is a leading provider of data protection and information management...
Feb. 6, 2016 02:30 PM EST Reads: 350
SYS-CON Events announced today that Alert Logic, Inc., the leading provider of Security-as-a-Service solutions for the cloud, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Alert Logic, Inc., provides Security-as-a-Service for on-premises, cloud, and hybrid infrastructures, delivering deep security insight and continuous protection for customers at a lower cost than traditional security solutions. Ful...
Feb. 6, 2016 01:30 PM EST Reads: 339
SYS-CON Events announced today that VAI, a leading ERP software provider, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. VAI (Vormittag Associates, Inc.) is a leading independent mid-market ERP software developer renowned for its flexible solutions and ability to automate critical business functions for the distribution, manufacturing, specialty retail and service sectors. An IBM Premier Business Part...
Feb. 6, 2016 01:00 PM EST Reads: 536
The cloud promises new levels of agility and cost-savings for Big Data, data warehousing and analytics. But it’s challenging to understand all the options – from IaaS and PaaS to newer services like HaaS (Hadoop as a Service) and BDaaS (Big Data as a Service). In her session at @BigDataExpo at @ThingsExpo, Hannah Smalltree, a director at Cazena, will provide an educational overview of emerging “as-a-service” options for Big Data in the cloud. This is critical background for IT and data profes...
Feb. 6, 2016 11:00 AM EST Reads: 115
With an estimated 50 billion devices connected to the Internet by 2020, several industries will begin to expand their capabilities for retaining end point data at the edge to better utilize the range of data types and sheer volume of M2M data generated by the Internet of Things. In his session at @ThingsExpo, Don DeLoach, CEO and President of Infobright, will discuss the infrastructures businesses will need to implement to handle this explosion of data by providing specific use cases for filte...
Feb. 6, 2016 11:00 AM EST
Fortunately, meaningful and tangible business cases for IoT are plentiful in a broad array of industries and vertical markets. These range from simple warranty cost reduction for capital intensive assets, to minimizing downtime for vital business tools, to creating feedback loops improving product design, to improving and enhancing enterprise customer experiences. All of these business cases, which will be briefly explored in this session, hinge on cost effectively extracting relevant data from ...
Feb. 6, 2016 09:00 AM EST
SYS-CON Events announced today that Interoute, owner-operator of one of Europe's largest networks and a global cloud services platform, has been named “Bronze Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2015 at the Javits Center in New York, New York. Interoute is the owner-operator of one of Europe's largest networks and a global cloud services platform which encompasses 12 data centers, 14 virtual data centers and 31 colocation centers, with connections to 195 ad...
Feb. 6, 2016 05:00 AM EST Reads: 328
Most people haven’t heard the word, “gamification,” even though they probably, and perhaps unwittingly, participate in it every day. Gamification is “the process of adding games or game-like elements to something (as a task) so as to encourage participation.” Further, gamification is about bringing game mechanics – rules, constructs, processes, and methods – into the real world in an effort to engage people. In his session at @ThingsExpo, Robert Endo, owner and engagement manager of Intrepid D...
Feb. 5, 2016 09:00 PM EST Reads: 770
Eighty percent of a data scientist’s time is spent gathering and cleaning up data, and 80% of all data is unstructured and almost never analyzed. Cognitive computing, in combination with Big Data, is changing the equation by creating data reservoirs and using natural language processing to enable analysis of unstructured data sources. This is impacting every aspect of the analytics profession from how data is mined (and by whom) to how it is delivered. This is not some futuristic vision: it's ha...
Feb. 2, 2016 02:00 PM EST Reads: 401
WebRTC has had a real tough three or four years, and so have those working with it. Only a few short years ago, the development world were excited about WebRTC and proclaiming how awesome it was. You might have played with the technology a couple of years ago, only to find the extra infrastructure requirements were painful to implement and poorly documented. This probably left a bitter taste in your mouth, especially when things went wrong.
Feb. 2, 2016 04:30 AM EST Reads: 838
Learn how IoT, cloud, social networks and last but not least, humans, can be integrated into a seamless integration of cooperative organisms both cybernetic and biological. This has been enabled by recent advances in IoT device capabilities, messaging frameworks, presence and collaboration services, where devices can share information and make independent and human assisted decisions based upon social status from other entities. In his session at @ThingsExpo, Michael Heydt, founder of Seamless...
Feb. 1, 2016 05:00 AM EST Reads: 921
The IoT's basic concept of collecting data from as many sources possible to drive better decision making, create process innovation and realize additional revenue has been in use at large enterprises with deep pockets for decades. So what has changed? In his session at @ThingsExpo, Prasanna Sivaramakrishnan, Solutions Architect at Red Hat, discussed the impact commodity hardware, ubiquitous connectivity, and innovations in open source software are having on the connected universe of people, thi...
Jan. 31, 2016 09:00 PM EST Reads: 715
WebRTC: together these advances have created a perfect storm of technologies that are disrupting and transforming classic communications models and ecosystems. In his session at WebRTC Summit, Cary Bran, VP of Innovation and New Ventures at Plantronics and PLT Labs, provided an overview of this technological shift, including associated business and consumer communications impacts, and opportunities it may enable, complement or entirely transform.
Jan. 31, 2016 07:15 PM EST Reads: 1,135
For manufacturers, the Internet of Things (IoT) represents a jumping-off point for innovation, jobs, and revenue creation. But to adequately seize the opportunity, manufacturers must design devices that are interconnected, can continually sense their environment and process huge amounts of data. As a first step, manufacturers must embrace a new product development ecosystem in order to support these products.
Jan. 31, 2016 10:00 AM EST Reads: 797
There are so many tools and techniques for data analytics that even for a data scientist the choices, possible systems, and even the types of data can be daunting. In his session at @ThingsExpo, Chris Harrold, Global CTO for Big Data Solutions for EMC Corporation, showed how to perform a simple, but meaningful analysis of social sentiment data using freely available tools that take only minutes to download and install. Participants received the download information, scripts, and complete end-t...
Jan. 31, 2016 10:00 AM EST Reads: 1,195
Manufacturing connected IoT versions of traditional products requires more than multiple deep technology skills. It also requires a shift in mindset, to realize that connected, sensor-enabled “things” act more like services than what we usually think of as products. In his session at @ThingsExpo, David Friedman, CEO and co-founder of Ayla Networks, discussed how when sensors start generating detailed real-world data about products and how they’re being used, smart manufacturers can use the dat...
Jan. 30, 2016 07:45 PM EST Reads: 771
When it comes to IoT in the enterprise, namely the commercial building and hospitality markets, a benefit not getting the attention it deserves is energy efficiency, and IoT’s direct impact on a cleaner, greener environment when installed in smart buildings. Until now clean technology was offered piecemeal and led with point solutions that require significant systems integration to orchestrate and deploy. There didn't exist a 'top down' approach that can manage and monitor the way a Smart Buildi...
Jan. 30, 2016 03:45 PM EST Reads: 1,258