Earnings release
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Diversified Royalty Corp. Announces First Quarter 2025 Results and Leadership Update Vancouver, BC, May 14, 2025 – Diversified Royalty Corp. (TSX: DIV and DIV.DB.A) (the “Corporation” or “DIV”) is pleased to announce its financial results for the three months ended March 31, 2025 (“Q1 2025”) and an update to its leadership structure. Highlights • The weighted average organic royalty growth 1 of DIV’s diversified royalty portfolio was 4.9% in Q1 2025, compared to 6.0% for the three months ended March 31, 2024 (“Q1 2024”). The weighted average organic royalty growth1 on a consistent currency basis was 3.9% in Q1 2025, compared to 6.0% in Q1 2024. • Revenue was $15.6 million in Q1 2025, up 3.7%, compared to $15.1 million in Q1 2024. • Adjusted revenue1 was $17.0 million in Q1 2025, up 3.6%, compared to $16.4 million in Q1 2024. • Distributable cash1 was $11.1 million in Q1 2025, up 16.3%, compared to $9.6 million in Q1 2024. • Payout ratio1 was 93.8% in Q1 2025 on dividends of $0. 0625 per share ($0.2500 per share annualized) , compared to 97.2% in Q1 2024 on dividends of $0.0611 per share ($0.2444 per share annualized), which is an annualized growth of 2.3% in dividends year-over-year. First Quarter Commentary Sean Morrison, President and Chief Executive Officer of DIV stated, “ The first quarter of 2025 once again saw a strong performance from our top royalty partner, Mr. Lube + Tires, which continues to produce strong growth across the system, generating SSSG 6 of 9.5%. DIV’s other variable royalty partners generated mixed results with both Oxford and Mr. Mikes generating positive SSSG in Q1. DIV’s fixed royalty partners, Nurse Next Door, Stratus and BarBurrito made their fixed royalty payments. As previously announced, the deferral of 20% of Sutton’s royalties that began in the fourth quarter of 2024 will continue to the end of 2025, to help Sutton invest in the business, and build on the positive momentum that began in the last quarter. DIV continues to see a decrease in royalty income from AIR MILES® because of the continued softness across the AIR MILES® Rewards Program.” 1. Adjusted revenue and distributable cash are non-IFRS financial measures, payout ratio is a non-IFRS ratio and weighted average organic royalty growth and Same-store-sales growth or SSSG is a supplementary financial measure – see “Non-IFRS Measures” below. First Quarter Results a) Stratus royalty income for the three months ended March 31, 2025, was US$1.7 million, translated at an average foreign exchange rate of $1. 4344 to US$1 (March 31, 2024 - US$1.6 million, translated at a foreign exchange rate of $1.3483 to US$1). b) Represents the DIV Royalty Entitlement plus management fees received from Nurse Next Door. c) DIV Royalty Entitlement and adjusted revenue are non-IFRS financial measures and as such, do not have standardized meanings under IFRS. For additional information, refer to “Non-IFRS Measures” in this news release. Three months ended March 31, (000’s) 2025 2024 Mr. Lube + Tires 7,180$ 6,644$ Stratus a 2,380 2,130 BarBurrito 2,129 2,100 Nurse Next Door b 1,349 1,323 Oxford 1,249 1,182 Mr. Mikes 1,026 1,016 Sutton 899 1,096 AIR MILES® 756 892 Adjusted revenue c 16,968$ 16,383$
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2 In Q1 2025, DIV generated $15. 6 million of revenue compared to $ 15.1 million in Q1 202 4. After taking into account the DIV Royalty Entitlement 2 (defined below) related to DIV’s royalty arrangements with Nurse Next Door, DIV’s adjusted revenue2 was $17.0 million in Q1 2025, compared to $16.4 million in Q1 2024. Adjusted revenue increased primarily due to positive SSSG2 (defined below) at Mr. Lube + Tires, Oxford and Mr. Mikes, the annual contractual increases at Stratus, Nurse Next Door and BarBurrito, partially offset by lower royalty income from AIR MILES® and Sutton’s 20% royalty deferral, all as discussed in further detail below. 2. Adjusted revenue and DIV Royalty Entitlement are non -IFRS financial measures and SSSG are supplementary financial measures – see “Non-IFRS Measures” below. Royalty Partner Business Updates Mr. Lube + Tires: Mr. Lube + Tires generated SSSG3 of 9.5% for the Mr. Lube + Tires stores in the royalty pool for Q1 2025, compared to SSSG of 14.6% in Q1 2024. SSSG in the current period is primarily due to the sustained growth across the Mr. Lube + Tires system. 3. Same-store-sales growth or SSSG is a supplementary financial measure – see “Non-IFRS Measures” below. Stratus: Royalty income from SBS Franchising LLC (“Stratus”) was $2. 4 million (US$1.7 million translated at an average foreign exchange rate of $1.4344 to US$1.00) for Q1 2025. The fixed royalty payable by Stratus increases each November at a rate of 5% until and including November 2026 and 4% each November thereafter during the term of the license, with the most recent increase effective November 15, 2024. Nurse Next Door: The royalty entitlement to DIV (the “DIV Royalty Entitlement 4”) from Nurse Next Door Professional Homecare Services Inc. (“Nurse Next Door”) was $1.3 million in Q1 2025. The DIV Royalty Entitlement from Nurse Next Door grows at a fixed rate of 2.0% per annum during the term of the license, with the most recent increase effective October 1, 2024. 4. DIV Royalty Entitlement is a non-IFRS measure – see “Non-IFRS Measures” below. Mr. Mikes: SSSG5 for the Mr. Mikes Restaurants Corporation (“Mr. Mikes”) restaurants in the Mr. Mikes royalty pool was 1.5% in Q1 2025, compared to SSSG of -5.5% in Q1 2024. The higher SSSG percentage in the current period is due to an increase in restaurant guest traffic. Royalty income and management fees of $ 1.0 million were generated from Mr. Mikes for Q1 202 5 and 2024, respectively. 5. Same-store-sales growth or SSSG is a supplementary financial measure – see “Non-IFRS Measures” below. Oxford: The Oxford Learning Centres, Inc. (“Oxford”) locations in the Oxford royalty pool generated SSSG 6 (on a constant currency basis) of 5.5% in Q1 202 5, compared to SSSG -2.1% in Q1 2024. Oxford’s positive SSSG for the quarter is due to the solid performance of the Oxford system during the quarter. 6. Same-store-sales growth or SSSG is a supplementary financial measure – see “Non-IFRS Measures” below. AIR MILES®: In Q1 2025, royalty income of $0.8 million was generated from the AIR MILES® Licenses compared to $0.9 million generated in Q1 2024, a decrease of 15.2% from the comparable quarter. The decrease is largely due to continued softness in the AIR MILES® Rewards Program. Sutton: In Q1 2025, royalty income of $0.9 million was generated from Sutton, which includes a 20% royalty deferral for Q1, 2025, compared to $1.1 million for Q1, 2024. The deferred royalties do not accrue interest and are due in full on December 31, 2027. The fixed royalty payable by Sutton increases at a rate of 2% per year, with the most recent increase effective July 1, 2024. BarBurrito: Royalty income from BarBurrito Restaurants Inc. (“BarBurrito”) was $ 2.1 million for Q1 202 5. The royalty payable by BarBurrito initially grows at a fixed rate of 4% per annum each March from and including March
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3 2025 to and including March 2030 and, commencing on January 1, 2031, will fluctuate based on the gross sales of the BarBurrito locations in the royalty pool. Distributable Cash and Dividends Declared In Q1 2025, distributable cash7 increased to $11.1 million ($0.0666 per share), compared to $9.6 million ($0.0629 per share), in Q1 2024. The increase in distributable cash per share7 for the quarter was primarily due to an increase in distributable cash, partially offset by a higher weighted average number of common shares outstanding7. In Q1 2025, the payout ratio7 was 93.8% on dividends of $0.0625 per share, compared to the payout ratio of 97.2% on dividends of $0.0611 per share for the same respective period in 202 4. The decrease to the payout ratio was primarily due to higher distributable cash per share7, partially offset by higher dividends declared per share7. 7. Distributable cash is a non-IFRS financial measure and distributable cash per share and payout ratio are non - IFRS ratios – see “Non-IFRS Measures” below. Net Income Net income for Q1 2025 was $8.0 million compared to net income of $7.5 million for the three months ended March 31, 2024. The increase in net income in Q1 2025, was primarily due to the higher adjusted revenues8, lower interest expenses and share-based compensation expenses, partially offset by higher salaries and benefits, income tax expenses, and other finance costs. 8. Adjusted revenue is a non-IFRS financial measure – see “Non-IFRS Measures” below. Availability of Annual General Meeting Materials and Leadership Update The proxy-related materials for DIV’s upcoming Annual General meeting of shareholders (the “Meeting”) to be held on Thursday, June 19, 2025 are now available and have been posted under DIV’s profile on SEDAR+ at www.sedarplus.com and on DIV’s website at: https://www.diversifiedroyaltycorp.com/investors/financial-and- regulatory-reports/financial-reports-2025/. At the Meeting, shareholders will be asked to: (i) receive the consolidated financial statements of DIV for the fiscal year ended December 31, 2024, together with the report of the auditors thereon, (ii) elect directors of the Corporation for the ensuing year, and (iii) appoint KPMG LLP as auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix their remuneration. The Board is pleased to nominate Sean Morrison, our President and Chief Executive Officer, for election to the Board, alongside the current directors. The Board is also pleased to announce the promotion of Greg Gutmanis from Chief Financial Officer and Vice President, Acquisitions, to President and Chief Financial Officer, effective July 1, 2025. In his expanded role, Greg will assume greater responsibility for DIV’s day-to-day operations, including oversight of our Royalty Partners’ businesses, identifying and executing new acquisition opportunities, and engaging with DIV’s shareholders and prospective investors. Greg has played a key role in DIV’s growth since its inception. He is widely recognized within Vancouver’s finance community, having received the 2020 BC CFO Award and being named one of Business in Vancouver’s “Top Forty Under 40” in 2017 . During his tenure at DIV, Greg has managed approximately $400 million in equity and convertible debenture offerings and over $200 million in senior debt. Prior to joining DIV, he co-managed $165 million across two private equity funds and worked as an inve stment banker. Sean Morrison, stated, “Greg’s promotion to President and Chief Financial Officer is well deserved. I’ve had the pleasure of working with Greg for nearly 20 years in investment banking, private equity, and for the past decade at DIV. Greg is a consummate professional who continues to broaden his expertise and expand his leadership role each year. As continuing CFO and incoming President, I’m confident Greg will continue to grow his responsibilities, and I look forward to working closely with him to deliver value to DIV shareholders.” Sean will continue to lead DIV’s strategic direction and overall business as its Chief Executive Officer.
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4 About Diversified Royalty Corp. DIV is a multi-royalty corporation, engaged in the business of acquiring top-line royalties from well-managed multi- location businesses and franchisors in North America. DIV’s objective is to acquire predictable, growing royalty streams from a diverse group of multi-location businesses and franchisors. DIV currently owns the Mr. Lube + Tire s, AIR MILES®, Sutton, Mr. Mikes, Nurse Next Door, Oxford Learning Centres, Stratus Building Solutions and BarBurrito trademarks. Mr. Lube + Tire s is the leading quick lube service business in Canada, with locations across Canada. AIR MILES® is Canada’s largest coalition loyalty program. Sutton is among the leading residential real estate brokerage franchisor businesses in Canada. Mr. Mikes operates casual steakhouse restaurants primarily in western Canadian communities . Nurse Next Door is a home care provider with locations across Canada and the United States as well as in Australia. Oxford Learning Centres is one of Canada’s leading franchise e supplemental education services. Stratus Building Solutions is a leading commercial cleaning service franchise company providing comprehensive building cleaning, and office cleaning services primarily in the United States. BarBurrito is the largest quick service Mexican restaurant food chain in Canada. DIV’s objective is to increase cash flow per share by making accretive royalty purchases and through the growth of purchased royalties. DIV intends to continue to pay a predictable and stable monthly dividend to shareholders and increase the dividend over time, in each case as cash flow per share allows. Forward-Looking Statements Certain statements contained in this news release may constitute “forward-looking information” within the meaning of applicable securities laws that 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 information. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “intend”, “may”, “will”, ”project”, “should”, “believe”, “confident”, “plan” and “intend” and similar expressions are intended to identify forward -looking information, although not all forward -looking information contains these identifying words. Specifically, forward-looking information in this news release includes, but is not limited to, statements made in relation to: the deferral of Sutton Royalties continuing for the remainder of 2025 to help Sutton invest in the business and build on the positive momentum that began in the last quarter ; the terms on which the deferred royalties are required to be paid by Sutton; the promotion of Greg Gutmanis to President and Chief Financial Officer effective July 1, 2025, and that Sean Morrisson will continue to lead DIV’s strategic direction and overall business as Chief Executive Officer; details of DIV’s upcoming Annual General Meeting; DIV’s intention to pay monthly dividends to shareholders; and DIV’s corporate objectives. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events, performance, or achievements of DIV to differ materially from those anticipated or implied by such forward-looking information. DIV believes that the expectations reflected in the forward -looking information included in this news release are reasonable but no assurance can be given that these expectations will prove to be correct. In particular , risks and uncertainties include: DIV’s royalty partners may not make their respective royalty payments to DIV, in whole or in part; the decline in royalties received under the AIR MILES® licenses could cause AM Royalties Limited Partnership (“AM LP”) to be required to make partial or full repayment of the outstanding principal amount under its credit agreement, or cause AM LP to be in default under its credit agreement; current positive trends being experienced by certain of DIV’s royalty partners (and their respective franchisees) may not continue and may regress , and negative trends experienced by certain of DIV’s Royalty Partners (including their respective franchisees) may continue and may regress; Sutton may not pay all deferred royalties in accordance with the timing required or at all; Sutton’s investment of the deferred royalties may not achieve their intended effects; Sutton may require further deferrals of royalties beyond those contemplated by the current deferral agreement; DIV and its royalty partners performance in the remainder of 2025 may not meet management’s expectations; DIV may not be able to make monthly dividend payments to the holders of its common shares; dividends are not guaranteed and may be reduced, suspended or terminated at any time ; or DIV may not achieve any of its corporate objectives. Given these uncertainties, readers are cautioned that forward -looking information included in this news release is not a guarantee of future performance, and such forward -looking information should not be unduly relied upon. More information about the risks and uncertainties affecting DIV’s business and the businesses of its royalty partners can be found in the “Risk Factors” section of its Annual Information Form dated March 2 4, 202 5 and in DIV’s
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5 management’s discussion and analysis for the three months ended March 31, 2025, copies of which are available under DIV’s profile on SEDAR+ at www.sedarplus.com. In formulating the forward-looking information contained herein, management has assumed that DIV will generate sufficient cash flows from its royalties to service its debt and pay dividends to shareholders; lenders will provide any necessary waivers required in order to allow DIV to continue to pay dividends; lenders will provide any other necessary covenant waivers to DIV and its royalty partners; the performance of DIV’s royalty partners will be consistent with DIV’s and its royalty partners’ respective e xpectations; recent positive trends for certain of DIV’s royalty partners (including their respective franchisees) will continue and not regress; current negative trends experienced by certain of DIV’s royalty partners (including their respective franchisees) will not materially regress; Sutton will pay all deferred royalties in accordance with the required timing in full and will not require further deferrals; Sutton’s investment of the deferred royalties will achieve its intended effects; the businesses of DIV’s respective royalty partners will not suffer any material adverse effect; and the business and economic conditions affecting DIV and its royalty partners will continue substantially in the ordinary course, including without limitation with respect to general industry conditions, general levels of economic activity and regulations . These assumptions, although considered reasonable by management at the time of preparation, may prove to be incorrect. All of the forward -looking information in this news release is qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that it will have the expected consequences to, or effects on, DIV. The forward-looking information in this news release is made as of the date of this news release and DIV assumes no obligation to publicly update or revise such information to reflect new events or circumstances, except as may be required by applicable law. Non-IFRS Measures Management believes that disclosing certain non -IFRS financial measures , non-IFRS ratios and supplementary financial measures provides readers with important information regarding the Corporation’s financial performance and its ability to pay dividends and the performance of its royalty partners. By considering these measures in combination with the most closely comparable IFRS measure, management believes that investors are provided with additional and more useful information about the Corporation and its royalty partners than investors would have if they simply considered IFRS measures alone. The non -IFRS financial measures, no n-IFRS ratios and supplementary financial measures do not have standardized meanings prescribed by IFRS and therefore are unlikely to be comparable to similar measures presented by other issuers. Investors are cautioned that non -IFRS measures should not be construed as a substitute or an alternative to net income or cash flows from operating activities as determined in accordance with IFRS. “Adjusted revenue”, “adjusted royalty income”, “DIV Royalty Entitlement” and “distributable cash” are used as non- IFRS financial measures in this news release.
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6 Adjusted revenue is calculated as royalty income plus DIV Royalty Entitlement and management fees. The following table reconciles adjusted revenue and adjusted royalty income to royalty income, the most directly comparable IFRS measure disclosed in the financial statements: For further details with respect to adjusted revenue and adjusted royalty income, refer to the subsection “Non-IFRS Financial Measures” under “Description of Non -IFRS Financial Measures, Non -IFRS Ratios and Supplementary Financial Measures” in the Corporation’s management’s discussion and analysis for the three months ended March 31, 2025, a copy of which is available on SEDAR+ at www.sedarplus.com. The most closely comparable IFRS measure to DIV Royalty Entitlement is “distributions received from NND LP” . DIV Royalty Entitlement is calculated as distributions received from NND LP, before any deduction for expenses incurred by NND Holdings Limited Partnership (“NND LP”), which expenses include legal, audit, tax and advisory services. Note that distributions received from NND LP is derived from the royalty paid by Nurse Next Door to NND LP. The following table reconciles DIV Royalty Entitlement to distributions received from NND LP in the financial statements: For further details with respect to DIV Royalty Entitlement , refer to the subsection “Non-IFRS Financial Measures” under “Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures” in the Corporation’s management’s discussion and analysis for the three months ended March 31, 2025, a copy of which is available on SEDAR+ at www.sedarplus.com. Three months ended March 31, (000's) 2025 2024 Mr. Lube + Tires 7,120$ 6,585$ Stratus 2,380 2,130 BarBurrito 2,108 2,080 Oxford 1,238 1,172 Mr. Mikes 1,015 1,006 Sutton 871 1,068 AIR MILES® 756 892 Royalty income 15,488$ 14,933$ DIV Royalty Entitlement 1,329 1,303 Adjusted royalty income 16,817$ 16,236$ Management fees 151 147 Adjusted revenue 16,968$ 16,383$ Three months ended March 31, (000's) 2025 2024 Distributions received from NND LP 1,325$ 1,300$ Add: NND Royalties LP expenses 4 3 DIV Royalty Entitlement 1,329 1,303 Less: NND Royalties LP expenses (4) (3) DIV Royalty Entitlement, net of NND Royalties LP expenses 1,325$ 1,300$
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7 The following table reconciles distributable cash to cash flows generated from operating activities, the most directly comparable IFRS measure disclosed in the financial statements: For further details with respect to distributable cash, refer to the subsection “Non-IFRS Financial Measures” under “Description of Non -IFRS Financial Measures, Non -IFRS Ratios and Supplementary Financial Measures” in the Corporation’s management’s discussion and analysis for the three months ended March 31, 2025, a copy of which is available on SEDAR+ at www.sedarplus.com. “Distributable cash per share” and “payout ratio” are non-IFRS ratios that do not have a standardized meaning prescribed by IFRS, and therefore may not be comparable to similar ratios presented by other issuers. Distributable cash per share is defined as distributable cash, a non -IFRS measure, divided by the weighted average number of common shares outstanding during the period. The payout ratio is calculated by dividing the dividends per share during the period by the distributable cash per share, a non -IFRS measure, generated in that period. For further details, refer to the subsection entitled “Non -IFRS Ratios” under “Description of Non -IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures” in the Corporation’s management’s discussion and analysis for the three months ended March 31, 202 5, a copy of which is available on SEDAR + at www.sedarplus.com. “Weighted average organic royalty growth” is the average same store sales growth percentage related to Mr. Lube + Tires, Oxford and Mr. Mikes plus the average increase in adjusted royalty income from AIR MILES®, Sutton (less 20% deferral in Q 1, 2025), Nurse Next Door, BarBurrito and Stratus over the prior comparable period taking into account the percentage weighting of each royalty partner’s adjusted royalty income in proportion of the total adjusted royalty income for the period. Weighted average organic royalty growth is a supplementary financial measure and does not have a standardized meaning prescribed by IFRS. However, the Corporation believes that weighted average organic royalty growth is a useful measure as it provides investors with an indication of the change in year- over-year growth of each royalty partner, taking into account the percentage weighting of royalty partner’s growth in proportion of total growth, as applicable. The Corporation’s method of calculating weighted average organic royalty growth may differ from those of other issuers or companies and, accordingly, weighted average organic royalty growth may not be comparable to similar measures used by other issuers or companies. “Same store sales growth” or “SSSG” and “system sales” are supplementary financial measures and do not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. SSSG and system sales figures are reported to DIV by its Royalty Partners – see “Third Party Information”. For further details, refer to the subsection entitled “Supplementary Financial Measures” under “Description of Non -IFRS Financial Measures, Non -IFRS Ratios and Supplementary Financial Measures” in the Corporation’s management’s discussion and analysis for the three months ended March 31, 2025, a copy of which is available on SEDAR+ at www.sedarplus.com. Three months ended March 31, (000's) 2025 2024 Cash flows generated from operating activities 10,160$ 10,850$ Current tax expense (1,719) (1,291) Accrued interest on convertible debentures (788) (788) Accrued interest on bank loans (374) - Distributions on MRM units earned in current periods (48) (41) Mandatory principal payments on credit facilities - (628) Payment of lease obligations (28) (27) NND LP expenses (4) (3) Accrued DIV Royalty Entitlement, net of distributions 4 3 Foreign exchange and other 49 42 Changes in w orking capital 850 263 Taxes paid 3,036 1,498 Note receivable - (305) Distributable cash 11,138$ 9,573$
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8 Third Party Information This news release includes information obtained from third party company filings and reports and other publicly available sources as well as financial statements and other reports provided to DIV by its royalty partners. Although DIV believes these sources to be generally reliable, such information cannot be verified with complete certainty. Accordingly, the accuracy and completeness of this information is not guaranteed. DIV has not independently verified any of the information from third party sources referred to in this news release nor ascertained the underlying assumptions relied upon by such sources. THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE. Additional Information The information in this news release should be read in conjunction with DIV’s consolidated financial statements and management’s discussion and analysis (“MD&A”) for the three months ended March 31, 2025, which are available on SEDAR+ at www.sedarplus.com. Additional information relating to the Corporation and other public filings, is available on SEDAR + at www.sedarplus.com. Contact: Sean Morrison, President and Chief Executive Officer Diversified Royalty Corp. (236) 521-8470 Greg Gutmanis, Chief Financial Officer and VP Acquisitions Diversified Royalty Corp. (236) 521-8471