Aegis Brands IncTSX: AEG

Second Cup Royalty Income Fund announces third quarter results and October distribution

· Issued by Aegis Brands Inc via CNW

MISSISSAUGA, ON, Nov. 5 /CNW/ - Second Cup Royalty Income Fund (the "Fund") reported today financial results for the third quarter ended September 30, 2008, and the approval of the distribution payment for October. The Fund's units are traded on the Toronto Stock Exchange under the symbol "SCU.UN". All amounts in this news release are presented in thousands of Canadian dollars, unless otherwise indicated.

Highlights

-   Same cafe sales growth of 0.1% in the quarter and 0.8% year to date
-   Distributable cash per unit of $0.3213 for the quarter, compared to
    $0.2696 in 2007, an increase of 19.2%
-   Distributions declared in the quarter were $0.2820 per unit compared
    to $0.2730 in 2007, an increase of 3.3%
-   Basic earnings per unit were $0.2777 for the quarter, compared to
    $0.2648 for the comparable quarter a year ago, an increase of 4.9%
-   Basic earnings per unit, excluding non-cash movement in the fair
    value of the derivative interest rate swap, non-cash amortization and
    non-cash future income taxes, were $0.2800 per unit for the quarter
    as compared to $0.2692 in 2007, an increase of 4.0%

"Same cafe sales, although challenging, remained positive as we achieved 0.1% for the quarter, representing the 15th consecutive quarter of growth for the Fund," commented Stacey Mowbray, President of Second Cup Ltd. "In the third quarter we launched our new hot breakfast sandwiches in select markets and continued the roll out of our grilled lunch sandwich program," continued Ms. Mowbray. "Recently, we have launched our pre-packaged retail bean program in cafe and are featuring a new Fair Trade(TM), organic 'Discovery' series coffee, Cuzco(TM), which we believe will boost our brewed offering and contribute to sales in the latter part of the year along with our wonderful holiday merchandise and specialty beverages. I would like to thank our franchise partners and cafe operators for their caring commitment to our guests and their passion in delivering quality products and experiences every day."

Third Quarter Analysis

The source of revenue for the Fund is through its 100% ownership in Second Cup Trade-Marks Limited Partnership ("MarksLP") and prior to the reorganization on April 2, 2007, Second Cup Trade-Marks Inc. ("MarksCo"), which, in turn, receives royalty income from Second Cup under a Royalty and Licence Agreement (the "Agreement"). The earnings of MarksLP (including MarksCo for two days of the second quarter of 2007), are recorded on an equity accounted basis in the Fund's consolidated financial statements.

System sales for the third quarter were $47,315, compared to $47,202 for the comparable period in 2007, representing an increase of $113 or 0.2%. Year to date, System sales increased 1.7% from $141,348 to $143,778 in 2008. Second Cup continued to recognize a softening of cafe sales across its major markets resulting from lower customer traffic in its cafes, which management of Second Cup believes is similar to the trend being experienced in retail in general and reflective of the current Canadian economy. Offsetting this trend, system sales for the quarter and year to date were positively impacted by (1) a continuing shift in the sales mix of Second Cup cafes to higher priced food and merchandise offerings, which, in turn, resulted in higher average cheque amounts compared to 2007 and (2) the implementation of some minor price increases on its whole beans and ready to serve beverage category (i.e., bottled water, bottled juices, etc.) in early January, and (3) in mid-March prices of many of its espresso-based beverages were increased nationwide as well as its brewed coffee offering in its Alberta market. Annualized, these price increases are expected to increase average transaction size by approximately 1.0% to 1.5%. System sales for the year to date were also positively impacted by the additional day in February as a result of the leap year.

For the quarter, MarksLP earned total royalty revenue of $3,126 (2007 - $3,090), representing an increase of 1.2% compared to 2007. Total general and administrative expenses incurred by the Fund and MarksLP were $189 (2007 - $336). Net interest expense amounted to $172 in the quarter (2007 - $149). The Fund also incurred a non-cash expense of $10 relating to the movement in the fair value of its derivative interest rate swap (2007 - $19) which fixes the interest rate on the term loan. Non-cash amortization of deferred financing charges amounted to $13 (2007 - $13). As a result of the reorganization on April 2, 2007, current tax expense was $nil in the third quarter of 2008 and 2007. In 2007, as a result of the reorganization, a net future income tax liability of $10,668 was reversed and resulted in an increase to the income of the equity accounted investment in MarksCo on April 2, 2007. In addition, on June 12, 2007 new tax legislation was enacted that changed the rules applicable to publicly traded income trusts in 2011. In 2011, income taxes payable will reduce net earnings of the Fund. Prior to June 12, 2007, the Fund's financial statements did not include provisions for Canadian income taxes. As the new trust tax legislation was substantively enacted, the Fund was required to give accounting recognition to these new rules. Future income taxes were recorded on the difference between the accounting values of balance sheet assets and liabilities and the tax cost basis of these assets and liabilities based on substantively enacted tax laws and rates for differences that are expected to reverse after January 1, 2011. As the Fund will not be liable for taxes until January 1, 2011, on June 12, 2007 the Fund recognized a non-cash future income tax expense amounting to $15,545 arising from those temporary tax differences expected to reverse after January 1, 2011.

For the quarter, net earnings of the Fund were $2,745 or $0.2777 per unit, compared to $2,571, or $0.2648 per unit in 2007. Excluding reorganization costs of $nil (2007 - $11), non-cash amortization of $13 (2007 - $13), and the non-cash charge on the movement in the fair value of the derivative interest rate swap of $10 (2007 - $19), net earnings for the quarter were $2,768 or $0.2800 per unit compared to $2,614 or $0.2692 per unit in 2007, an increase of 4.0% on a per unit basis. This increase in adjusted net earnings from $2,614 to $2,768 is due to an additional $36 in royalty revenues earned by MarksLP on increased sales of cafes in the Royalty Pool, a reduction of $148 in general and administrative expenses of the Fund and its wholly-owned subsidiaries compared to 2007, net of $30 in additional net interest expense relating primarily to the term loan.

Net earnings of the Fund year to date were $8,144 or $0.8239 per unit, compared to $2,671, or $0.2751 per unit in 2007. Excluding the non-cash future income tax charge of $71 (2007 - $4,877 in the Fund and $29 in MarksCo), reorganization costs of $nil (2007 - $312), non-cash amortization of $38 (2007 - $160), and the non-cash charge relating to the movement in the fair value of the interest rate swap of $93 (2007 - gain of $36), net earnings year to date were $8,346 or $0.8443 per unit compared to $8,013 or $0.8253 per unit in 2007, an increase of 2.3% on a per unit basis. This increase in adjusted net earnings from $8,013 to $8,346 is due to an additional $181 in royalty revenues earned by MarksLP on increased sales of cafes in the Royalty Pool, the elimination of current income tax expenses as a result of the reorganization which amounted to $56 in 2007, a reduction of $170 in general and administrative expenses of the Fund and its wholly owned subsidiaries compared to 2007, net of $74 in additional net interest expense relating primarily to the term loan.

Distributable cash is not an earnings measure recognized by generally accepted accounting principles ("GAAP") and therefore may not be comparable to similar measures presented by other issuers. Distributable cash is based on cash flows from the combined operating activities of the Fund, MarksLP and MarksCo. Distributable cash for the quarter was $3,176, or $0.3213 per unit, as compared to $2,617, or $0.2696 per unit in the third quarter of 2007, representing an increase of 19.2% per unit. Non-cash working capital of the Fund decreased by $74 and of MarksLP decreased by $335 compared to a decrease of $147 in the Fund and an increase of $133 in MarksCo for the comparable 2007 period. Changes in non-cash working capital are primarily due to the timing of payments. Excluding the impact of changes in non-cash working capital and the reorganization costs of $nil (2007 - $11), distributable cash would have been $0.2800 per unit, compared to $0.2692 per unit for 2007, an increase of 4.0%.

Distributable cash year to date was $8,826, or $0.8929 per unit, as compared to $7,985, or $0.8225 per unit in 2007, representing an increase of 8.6% per unit. Non-cash working capital of the Fund year to date decreased by $131 (2007- $755) and non-cash working capital of MarksLP decreased by $349 (2007- increase of $472 in MarksLP andMarksCo). Changes in non-cash working capital are primarily due to the timing of payments. Excluding the impact of changes in non-cash working capital and the Reorganization costs of $nil (2007 - $312), distributable cash would have been $0.8443 per unit, compared to $0.8253 per unit for 2007, an increase of 2.3%.

October Distribution Announcement

The Fund also announced that its Board of Trustees approved a cash distribution of $0.0940 per unit for the month of October, 2008 to be paid on November 28, 2008 to Unitholders of record at the close of business on November 26, 2008.

Outlook

The information contained in this "Outlook" is forward-looking information. Please see "Forward-Looking Information" below for a discussion of the risks and uncertainties in connection with forward-looking information.

The Fund's "top line" structure means that its success and growth depend primarily on Second Cup's ability to maintain and increase the overall system sales of cafes in the Royalty Pool. Growth in overall system sales is dependent on same cafe sales growth and adding new cafes to the cafe network.

As a result of the sales performance of its cafes to date and the current retail and economic environment across Canada, management of Second Cup is forecasting that same cafe sales will be approximately flat for the year versus its previous estimated growth of 1.0% to 2.0%. Same cafe sales results for the balance of the year are highly dependent upon the performance of Second Cup's cafes during the holiday season and hence retail traffic in general during this period.

On the development front, Second Cup has opened 12 cafes through November 3, 2008 and does not anticipate any further openings. Management of Second Cup expects to have renovated 27 existing cafes by the end of its fiscal year. In terms of closures, management anticipates between 16 and 20 locations will close in 2008.

FINANCIAL HIGHLIGHTS

The following table sets out selected financial information and other data of the Fund and its wholly owned subsidiary, MarksLP (and MarksCo through April 2, 2007), and should be read in conjunction with the unaudited interim consolidated financial statements of the Fund.

-------------------------------------------------------------------------
(in thousands of dollars,      Three months ended    Nine months ended
 except number of cafes       September  September  September  September
 and per unit amounts)        30, 2008   30, 2007   30, 2008   30, 2007
-------------------------------------------------------------------------

Number of cafes in Royalty
 Pool                               357        351        357        351

Number of active cafes -
 end of period                      345        344        345        344

Same cafe sales growth(3)           0.1%       1.2%       0.8%       3.8%

System sales of cafes in the
 Royalty Pool(3)                $47,315    $47,202   $143,778   $141,348

Royalty revenues earned by
 MarksLP and MarksCo(1)          $3,126     $3,090     $9,417     $9,236

Earnings before Reorganization
 expense, non-cash movement in
 fair value of derivative
 interest rate swap, non-cash
 amortization and non-cash
 future income taxes and
 release of future income
 tax liability on
 Reorganization(2)               $2,768     $2,614     $8,346     $8,013

Reorganization expense                -        $11          -       $312

Amortization of deferred
 financing(1)                       $13        $13        $38       $160

Non-cash (gain) loss relating
 to movement in fair value of
 derivative interest rate swap(1)   $10        $19        $93       ($36)

Non-cash future income tax
 expense(1)                           -          -        $71    $15,574

Release of future income tax
 liability on Reorganization          -          -          -   ($10,668)

Net earnings (loss) for the
 period                          $2,745     $2,571     $8,144     $2,671

Earnings per unit excluding
 Reorganization costs, non-cash
 movement in fair value of
 derivative interest rate swap,
 non-cash amortization and
 non-cash future income taxes
 and release of future income
 tax liability on
 Reorganization(3)              $0.2800    $0.2692    $0.8443    $0.8253

Basic earnings (loss) per unit  $0.2777    $0.2648    $0.8239    $0.2751

Diluted earnings (loss) per
 unit                           $0.2774    $0.2641    $0.8229    $0.2744

Distributable cash per unit
 excluding Reorganization
 costs and changes in non-cash
 working capital(3)             $0.2800    $0.2692    $0.8443    $0.8253

Distributable cash per unit(3)  $0.3213    $0.2696    $0.8929    $0.8225

Distributions declared per
 unit                           $0.2820    $0.2730    $0.8430    $0.8147
-------------------------------------------------------------------------
-------------------------------------------------------------------------

(1) "Royalty revenues earned by MarksLP and MarksCo", "Amortization of
    deferred financing", "Non-cash (gain) loss relating to movement in
    fair value of derivative interest rate swap", and "Non-cash future
    income tax expense" represent the combined amounts of the
    consolidated Fund and its wholly owned subsidiary, MarksLP (and
    MarksCo for the first quarter of 2007), which are consolidated with
    the statements of Second Cup for reporting purposes in accordance
    with GAAP. The Fund accounts for the earnings of MarksLP and MarksCo
    on an equity accounted basis in its interim consolidated financial
    statements, in accordance with GAAP.
(2) "Earnings before Reorganization expense, non-cash movement in fair
    value of derivative interest rate swap, non-cash amortization and
    non-cash future income taxes and release of future income tax
    liability on Reorganization" is a non-GAAP measure and represents the
    earnings, before Reorganization costs, non-cash movement in fair
    value of derivative interest rate swap, non-cash amortization and
    non-cash future income taxes and release of future income tax
    liability on Reorganization, of the consolidated Fund and its wholly
    owned subsidiary, MarksLP (and MarksCo for the first quarter of
    2007), which are consolidated with the statements of Second Cup for
    reporting purposes in accordance with GAAP.
(3) "Same cafe sales growth", "System sales of cafes in the Royalty
    Pool", "Earnings per unit excluding Reorganization costs, non-cash
    movement in fair value of derivative interest rate swap, non-cash
    amortization and non-cash future income taxes and release of future
    income tax liability on Reorganization", "Distributable cash per unit
    excluding Reorganization costs and changes in non-cash working
    capital" and "Distributable cash per unit" are non-GAAP measures.

The unaudited interim consolidated financial statements of the Fund, together with its Management's Discussion and Analysis, are expected to be available at www.sedar.com and on the Fund's website at www.secondcupincomefund.com on or before November 7, 2008.

Forward Looking Information

Certain statements in this news release may constitute forward-looking statements. Forward-looking statements include words such as "may", "will", "should", "expect", "anticipate", "believe", "plan", "intend" and other similar words. These statements reflect current expectations regarding future events and operating performance and speak only as of the date of this release. These forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not those results will be achieved. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the Fund's actual results, performance or achievements, or those of Second Cup cafes, or industry results to be materially different from any future results, performance or achievements expressed or implied by those forward-looking statements.

About the Fund

The Fund is an open-ended trust established under the laws of the Province of Ontario. It holds, through an indirect wholly-owned limited partnership, the Canadian trade-marks and other intellectual property and associated rights used by Second Cup in connection with the operation of Second Cup cafes in Canada. For more information on the Second Cup Royalty Income Fund please visit www.secondcupincomefund.com.

About Second Cup

Second Cup is Canada's largest specialty coffee cafe franchisor and second largest retailer of specialty coffee, as measured by number of cafes. For the ultimate on-line coffee experience, visit www.secondcup.com.

%SEDAR: 00021352E