(2) The Company, indirectly through the Pizza Pizza Royalty Limited Partnership (the "Partnership"), incurs administrative expenses and interest expense on the $47,000 outstanding bank loan (2011 - $47,000). Interest expense on the bank loan, including an adjustment to earnings of $249 for the cash paid to draw down the interest swap instrument termination cost for the three months and year ended December 31, 2012 was $524 and $2,087 respectively (2011 - $512 and $2,299).
(3) The Ontario Superior Court of Justice approved the Conversion, as defined below, which became effective on December 31, 2012. Total Conversion costs incurred in 2012 were $350 and will not reoccur in 2013.
(4) Represents the distribution to PPL from the Partnership on Class B, Class C and Class D units of the Partnership. The Class B and D units are exchangeable into Shares based on the value of the Class B Exchange Multiplier and the Class D Exchange Multiplier at the time of exchange as defined in the amended and restated Pizza Pizza license and royalty agreement (the "Pizza Pizza License and Royalty Agreement") and the amended and restated Pizza 73 license and royalty agreement (the "Pizza 73 License and Royalty Agreement"), respectively, and represents 26.5% of the fully diluted Shares at December 31, 2012 (2011 - 26.5%).
(5) The Company indirectly earned interest income on the $30,000 loan to PPL, with interest income accruing at 6% per annum, payable monthly. The loan was paid in full at December 31, 2012 by PPL delivering 3,000,000 Class C units of the Partnership to the Pizza Pizza Holdings Trust (the "Trust") in accordance with the amended and restated exchange agreement (the "Exchange Agreement").
(6) "Adjusted earnings from operations" and "Adjusted basic earnings per Share" are not recognized measures under International Financial Reporting Standards ("IFRS"). References to adjusted earnings from operations and adjusted basic earnings per Share are to be determined in accordance with IFRS applicable to the financial statements before amounts for deferred taxes, termination costs on derivative financial instrument, cash paid to draw down the interest swap instrument termination cost, and change in fair-value of exchangeable units, as included in earnings (loss) for the period. The Company believes that, in addition to earnings, adjusted earnings is a useful supplemental measure in evaluating its performance as it provides investors with an indication of operating earnings. Investors are cautioned, however, that this should not be construed as an alternative to earnings (loss) for the period as a measure of profitability. The method of calculating adjusted earnings (loss) for the purposes of this report may differ from that used by other issuers and, accordingly, it may not be comparable to that used by other issuers.
(7) "Basic earnings per Share", as reported in the consolidated financial statements, include the non-cash amounts for "Change in fair value of exchangeable units", "deferred tax expense", less the cash repayments made on the interest rate swap provision during the period.
(8) System Sales (as defined in the License and Royalty Agreements) reported by Pizza Pizza and Pizza 73 restaurants include the gross sales of Pizza Pizza company-owned, jointly-controlled and franchised restaurants, excluding sales and goods and service tax or similar amounts levied by any governmental or administrative authority. System Sales do not represent the consolidated operating results of the Company but are used to calculate the royalties payable to the Partnership as presented above.
(9) As a result of the Conversion, the exchangeable Class B and Class D units are no longer considered liabilities as they are no longer convertible into puttable Fund units. Therefore, they were reclassified to equity based on their conversion date carrying value.
A copy of management's discussion and analysis and audited financial statements of the Company for the quarter and year will be available at www.sedar.com and www.pizzapizza.ca on or before February 15, 2013. The Company will host a conference call to discuss the results on Friday, February 15 at 9:00 a.m. Eastern Time. The call can be accessed by dialing 416-640-5925 or 1-800-711-9538. A replay will be available until Friday March 1, 2013 by dialing 647-436-0148 or 1-888-203-1112 and entering the reservation number 2026645.
Forward Looking Statements
Certain statements in this report may constitute "forward-looking" statements which involve known and unknown risks, uncertainties and other factors which 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 report, such statements include such words as "may", "will", "expect", "believe", "plan", and other similar terminology. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this report. These forward-looking statements involve a number of risks and uncertainties. The following are some factors that could cause actual results to differ materially from those expressed in or underlying such forward-looking statements: competition; changes in demographic trends; changing consumer preferences and discretionary spending patterns; changes in national and local business and economic conditions; legislation and governmental regulation; accounting policies and practices; changes in the Company's distribution policy, tax position and availability and use of deductions and related structuring decisions; and the results of operations and financial condition of the Company. 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.
Pizza Pizza Limited
Chief Financial Officer
(416) 967-1010 x307
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