Program is about to begin. If you need any assistance during your conference today, please press * zero. Good day, everyone, and welcome to today's A&W Strategic Combination and AWRRIF Q2 results. At this time, all participants are in a listen-only mode. Later, you will have an opportunity to ask questions during the question-and-answer sessions, and you may register to ask a question at any time by pressing * one on your telephone keypad. You may withdraw yourself from the queue by pressing * two. Please note that this call is being recorded, and I will be standing by should you need any assistance. It is now my pleasure to turn the conference over to Susan Senecal, President and CEO of A&W Food Services of Canada. Please go ahead. Thanks, Savannah, and good morning, everyone. Thank you for taking the time to attend our call today. I'm Susan Senecal, President and CEO of A&W Food Services of Canada and the A&W Revenue Royalties Income Fund, and I'm joined by Kelly Blankstein, who is the Chief Financial Officer of A&W Food Services of Canada and the Fund. This morning, we issued two press releases: one announcing the quarter-end results and one announcing a strategic combination between A&W Food Services of Canada and the Fund. We're going to begin by sharing a presentation on the proposed transaction to combine A&W Food Services of Canada and the A&W Revenue Royalties Income Fund, and then, after taking questions on the proposed transaction, for those investors wishing to stay after this portion of the call, we will discuss the Fund's results for the second quarter ended June 16th, 2024. We'll then take questions on the quarterly results before concluding today's call. We've posted on our website two presentation decks that describe and provide details about the proposed transaction and about the business of Food Services and the combined proposed A&W Food Services Newco. We will take you through one of them now, and we encourage you to visit our website to read these materials. You will also find on our website materials related to the Q2 results. Our website can be found at awincomefund.ca. So Kelly and I will now go through the Fund's transaction, the strategic combination, and I thought we could take a moment to introduce ourselves a bit more fully. I've been with A&W Food Services for just over 32 years and been in many of the jobs at A&W. I started in operations in Quebec, actually, and worked in Quebec operations as a business unit. I went to become a VP of Operations for all of Canada and moved to Vancouver in 2004. Since then, I've taken on roles as Chief Marketing Officer, Chief Operating Officer, and since 2018, Chief Executive Officer. I'll let Kelly introduce herself and make a few comments about the cautionary notifications that we need to reflect. Good morning, everyone. I'm Kelly Blankstein. I'm the CFO for A&W and the Fund. I've been the CFO since 2020, joining during the pandemic, which was a really excellent time to join. I came from a real estate background. I spent 10 years in corporate real estate with a large real estate company in Canada named Cadillac Fairview, many of you might know. In that journey, I've spent 20 years in finance, corporate strategy experience, had a lot of depth of experience in risk management and digital transformation. Part of the early work that I've done here at A&W has included taking this organization on a digital journey as well, launching and introducing guests to a brand new mobile app, as an example. I also sit on the BC Children's Hospital Foundation and proudly serve there. I just wanted to mention to you, as an outsider coming into A&W, I had recent eyes to really experience and enjoy all that A&W offers through both strategy and climate. Before we start going through the presentation and the Fund's second quarter results, I want to read the following cautionary statement. Certain statements contained in today's presentation may be forward-looking in nature and are subject to a number of risk factors. Actual results may differ from those expressed or implied in these forward-looking statements. Any forward-looking statements in this presentation should be evaluated in light of these important factors and, except as required by applicable securities laws, will not be updated if management's beliefs, estimates, or opinions, or other factors should change. We have, of course, posted on our website two presentation decks, as Susan alluded to. One describes and provides details about the proposed transaction and the second about the business of Food Services and the combined proposed A&W Food Services Newco. We really encourage you to visit our website to read those materials, particularly noting the details on the forward-looking information and cautionary statements. You will also find our website materials related to the Q2 results, and our website can, of course, be found at awincomefund.ca. Back to you, Susan. Thank you, Kelly. Well, it's great to have everyone here today, and I'm very excited to talk about this proposed transaction, which I think offers such great potential for our company and is a combination of strengths. The A&W Revenue Royalties Income Fund and A&W Food Services of Canada have agreed to a strategic combination that will help create a new publicly traded, growth-focused corporation on the TSX. We're going to refer to it as A&W Food Services Newco, or Newco, for short, as we go through this presentation. I wanted to share a little bit about the opportunity. The unit holders are being offered the opportunity to become a shareholder in Newco or receive CAD 37 in cash for each fund unit currently held. This represents about a 30% premium to the current unit price. Unitholders who exchange units for shares of Newco will gain full and direct access to significantly greater growth and capital appreciation potential while maintaining the existing level of distributions in the form of quarterly dividends equal to CAD 1.92 per share on an annualized basis. As part of the combination agreement, the trustees received a formal valuation from TD Securities, as well as fairness opinions from RBC Capital Markets and TD Securities, stating that the consideration to be received by unitholders, other than A&W Food Services, is fair from a financial point of view to the unitholders, other than A&W Food Services. Now, you might wonder why I keep saying other than A&W Food Services, and the reason for that is that I wanted to make it clear that the trustees' instructions to those that were evaluating and having that independent evaluation were considering the non-A&W Food Services unitholders in their point of view. I wanted to emphasize that true independence of the value. The trustees of the Fund, after receiving their legal and their financial advice, the fairness opinions, and the formal valuation, have determined that the transaction is in the best interests of the Fund and fair to unitholders. Again, we mentioned other than A&W Food Services and unanimously recommend that the unitholders vote in favor of the transaction at or ahead of a special meeting of unitholders. I'll turn it over to Kelly to describe some of the transaction benefits. Thank you, Susan. So there are many benefits to unit holders of this transaction, and here there's listed a lot of fine print around some of them. I'll just highlight a few key items, and again, you'll be able to find this information on our website. So first off, with the distribution level that the unit holders are currently benefiting from, we expect to be able to maintain that status quo in terms of distributions becoming dividends to unit holders to be paid on a quarterly basis out of Newco. So all things you should hear there are maintain the status quo in terms of distributions and dividends. More importantly, the unit holders, once converted into shareholders of Newco, will be able to fully participate in EBITDA growth and free cash flow generation from the combined entity. There will be unlocked value in the proposed go-forward capital structure in that it will offer financial flexibility and a typical amount of leverage expected to be around 3 times EBITDA of the combined entity. That will enable the Newco to invest in growth initiatives and strategic initiatives in the future. There's also attractive value creation opportunity based on current public trading valuations of global QSR franchisor peers. So, for example, today, unit holders experience a certain value EBITDA multiplier against that, and in the future, the EBITDA multiplier for Newco will be something that the market reflects similar to what would be seen in normal QSR situations. Importantly, there's also potential for greater liquidity as a conventional public corporation with common shares, and there will be a simplified corporate structure and growth mandate more likely to attract institutional investment and research analyst coverage. So moving over here, we've got a few more of the transaction benefits, and we do a comparison side by side here. On the left, you see the current structure, if you will, and on the right, you see some more details about the Newco. So first of all, income stability. We mentioned that already a couple of times. On the left, you'll see CAD 1.92 per unit for current unit holders. On the right, CAD 1.92 per share. That's the expected and anticipated annualized dividend following closing. On the left, when it comes to corporate structure, today, the unit holders are participating in a mutual fund trust. In the future, Newco would be a corporation. In terms of growth drivers for unit holders, there's really two main unit holder growth drivers, and you've heard this referred to time and time again in our presentations. Largely, it's limited to same-store sales growth of existing restaurants in the royalty pool, and there's limited benefit of restaurant additions. That's new restaurants and when they're created through the vendor formula that comes into the royalty pool. Whereas, comparing to Newco, while unitholders would be able to participate as shareholders in same-store sales growth of all restaurants, that stays and remains the same, which gives me a lot more participation in the income and upside of new restaurant openings, as well as the ability to participate in new concepts such as Pret A Manger and mobile app sales and all of the work that we're doing there, and retail Brew Bar sales is another example. Of course, an operating business has lots of other sources of income, including things like franchisee and other related fees. So those are some of the comparatives of the growth drivers for Newco as compared to the unitholders in their existing structure. Profitability, balance sheet, capital markets, all these different data points, profitability for Newco will have shareholders enjoy the full benefit from improved profitability and operating leverage from the operating business. And that operating leverage and the ability to optimize our balance sheet will allow us to prudently use leverage and optimize the cost of capital. There's the improved liquidity and research analyst coverage. And valuation based on A&W business fundamentals and comparables to global QSR franchisors would suggest there's value upside for shareholders in Newco. So all of that leads to a very, perhaps, busy and complicated chart, but easily demonstrated through the comparison on this page. On the left, what you'll see is A&W Revenue Royalties Income Fund cumulative average growth rate over the last four years has been 8.1% in terms of its annual cash distribution. Whereas, on the right, Newco, which is the combined entity, for that same four-year period, had a combined adjusted EBITDA cumulative average growth rate of 11.5%. So 11.5%, excuse me, as compared to 8.1%, demonstrates the difference in the cumulative average growth rates between the two entities. So we'll go backwards this first step. I thought it might be worthwhile just to talk a little bit again and remind on the Fund and the Fund structure. So in the existing structure for unit holders, A&W Food Services is the franchisor of all A&W restaurants in Canada. By virtue of the fact that the A&W Revenue Royalties Income Fund owns the trademarks for all of the A&W proprietary information, such as the Root Beer, Bear, Mama & Papa Burger, all of those kinds of iconic trademarks that you see us use in our marketing materials, because of those ownership structure being in the Fund, A&W Food Services pays a 3% royalty on gross sales of the restaurants in the royalty pool into the Fund. Then the Fund has the ability to use those income sources to distribute nearly all of its free cash flow to unitholders. Moreover, in the existing Fund structure, trading value of units has been largely driven by the spread between interest rates and Fund yield. A lot of people who have been interested in income-producing investments will have seen this through their investments in the Fund. Unitholders today do not participate in the full value creation of the underlying business, including things and important things like new restaurant openings, EBITDA growth, margin expansion, and other value-enhancing initiatives. In the existing Fund structure, most modest trading volumes do occur, and there is a little illiquidity. Those tend to be or can be disincentives for potential investors. The legacy trust structure is complex, with all TSX-listed trusts having converted back to conventional corporation, and there's limited ability of the Fund to raise capital or pursue other strategic initiatives. So those are some of the recaps of the existing Fund, and we thought we'd just use this chart to demonstrate some of what I talked about on those prior pages. So on the left, what you see is A&W Revenue Royalties Income Fund unit price and how it has correlated over time to the Canadian bond yield. You'll notice that there's a very high degree of correlation between those two things. In words, what that's telling us is the unit price moves very closely with the interest rates in Canada, very loosely tied to business results. On the right, what you see is A&W Food Services of Canada system sales growth. In the last, I guess that's 8, 9 years, we've enjoyed 69% growth on A&W system sales. Growth in the business equals growth in value for A&W Food Services and would be the same as what we would see in Newco. Looking forward and next step, I'm going to turn it back to Susan. He will talk to you a little bit about what comes in the future. Great. Thank you, Kelly. And this, for me, is one of the more exciting parts of this presentation because really here talking about the A&W business itself, the brand A&W, our history of strong system sales growth over a long period of time, as Kelly indicated, as well as the innovation that fuels that growth. So we are, of course, a rapidly growing QSR burger chain with Canada's strongest brand. And that's important because the burger QSR market is a growing market. We are growing within that, and we have both the combination of a great scale to be able to compete with global franchisors at the same time as having incredible areas of growth that we can see looking forward in terms of white space. We are the number 2 burger chain in Canada and the third largest restaurant brand in Canada overall. So for a lot of you that have your favorite A&W restaurant, you may not realize that we are the number 3 brand and the number 2 QSR burger chain. We are a franchisor business model at over 99% of our restaurants being operated by franchisees who are connected to their communities and provide great strength in terms of experience, operations, and ability to grow. We have 1,062 A&W restaurants coast to coast. Our 2023 system sales were CAD 1.85 billion, and the combined adjusted EBITDA was CAD 91 million. We have 30+ consecutive years of strong annual system sales growth, and you'll see a little footnote there that indicates that that is save and except for 2020, which, of course, was the year of the pandemic, which saw almost all businesses in Canada be impacted in one way or the other. As I mentioned, we see significant white space growth opportunities, making A&W a true Canadian success story. This slide indicates some of the investment highlights. To be a fortress brand in a growing industry is certainly a very important thing that we bring into this investment opportunity. We are Canada's leading brand, Burger QSR, and you'll see more detail in some of the decks about the way that we're rated for things like trust and well-known brand and a brand that has a high appeal for Canadians. Our menu has innovated, and we've been leaders in ingredient quality. It has broad appeal. The burger segment is a fast-growing segment, and of course, we have the best-tasting burger in Canada. We also have best-in-class operating and financial performance. Our business model is attractive in that it's capital-light as a franchisor model with significant free cash flow generation. We are strategically focused, and when I say that, I mean it very seriously. We've had the same strategy creation and implementation process for almost 50 years, and growth has been our focus. Finally, we have an experienced management team with a proven track record of value creation. There are many more details, as Kelly mentioned, in those decks that have been published to our website, but I wanted to touch on a few highlights. So what do you do next? Well, the next steps for current unit holders of the A&W Revenue Royalties Income Fund are to vote for the transaction at or ahead of the special meeting. There are further details regarding voting instructions, which will be contained in the management information circular, which we expect to be filed on SEDAR+ and mailed to unit holders in September. We will continue to receive your distributions uninterrupted. Third, of course, is to stop off at your closest A&W and enjoy the great taste as soon as you can. For more information, as Kelly mentioned, there's the investor relations website if you want to ask a question, or the awincomefund.ca if you want to see more information here. Of course, we will be very anxious to answer your questions following the end of this part of the presentation. Kelly, back to you. We're going to open the floor for questions now on the transaction deck. Thank you. And again, if you would like to ask a question at this time, please signal by pressing * one on your telephone keypad. If you would like to remove yourself from the queue, you may do so by pressing * two. Again, that is * one to ask a question, and we will pause for a moment to allow questions to queue. And again, that is * one if you would like to ask a question. And it appears we have no questions at this time. Perfect. Thank you. Kelly and I are now going to go through the Fund's second quarter results. Food Services has continued to grow the A&W chain. Year to date, Food Services opened 9 new A&W restaurants, 3 of which opened during the second quarter, which brought the total number of A&W restaurants in Canada to 1,062 as of June 16th, 2024. We're also pleased to report positive growth in the first half of the year, with A&W achieving royalty pool same-store sales growth of 0.3% in the second quarter, bringing the year-to-date royalty pool same-store sales growth to 0.5%. Now I'll turn things over to Kelly, who will go through the second quarter's financial results. We'll be happy once again to answer any questions you might have on the results at the end of this part of our call. Thanks, Susan. I'll go through the Fund's financial results for the second quarter of 2024 as compared to the second quarter of 2023, and we'll tell you a little bit about year-to-date results for the same comparable periods. The interim and audited financial statements and MD&A were released and are posted on the Fund website as of this morning, and the news release issued today on the quarterly results summarizes the selected financial results of the Fund. As Susan mentioned, we are pleased with royalty pool same-store sales growth of 0.3% in the quarter, given the pressure on consumers with increased interest rates and inflation, along with market uncertainty, which have impacted consumer discretionary spending. Royalty income for the second quarter of 2024 has modestly grown to CAD 13 million based on gross sales reported by restaurants in the royalty pool of CAD 432.2 million, compared to royalty income of CAD 12.8 million and gross sales reported by A&W restaurants in the royalty pool of CAD 425.8 million for the second quarter of 2023. Year-to-date royalty income was CAD 24.5 million based on gross sales reported by restaurants in the royalty pool of CAD 817.3 million and compares to royalty income of CAD 24.2 million and gross sales reported by restaurants in the royalty pool of CAD 807.1 million for the comparable period in 2023. The increase in royalty income was driven by the royalty pool same-store sales growth and the gross sales from the 10 net new restaurants added to the royalty pool on January 5th, 2024. Distributable cash generated in the second quarter of 2024 to pay distributions to unit holders and dividends to Food Services is relatively unchanged from the prior year and was CAD 10.2 million compared to CAD 10.1 million in the second quarter of 2023. Distributable cash generated in the year-to-date period was CAD 18.2 million and was consistent with the distributable cash generated in the comparable period in 2023, as the CAD 300,000 increase in royalty income was offset by a nearly equivalent increase in the current tax expense. The increase in the current tax expense in 2024 is largely driven by timing differences related to when income from the partnership is captured and trademarks taxable income. Three monthly distributions totaling CAD 0.48 per unit were declared in the second quarter of both 2024 and 2023. Five monthly distributions totaling CAD 0.80 per unit were declared in both the 2024 and 2023 year-to-date periods. The current monthly distribution rate of CAD 0.16 per unit translates to an annualized distribution rate of CAD 1.92 per unit. The year-to-date payout ratio to the end of Q2 of 2024 was 100% compared to 99.4% for the comparable period in 2023, while the payout ratio in the second quarter of 2024 was 89.1% compared to 88.9% for the second quarter of 2023. Thank you for your attention. We'll be now happy to answer your questions if you have any on the Fund's Q2 results or have any holdovers on the transaction. As a reminder, that is * one if you would like to ask a question. Our first question will come from investor Sanjay Varia. Please go ahead. Hi. Are you able to hear me? Yes, we can hear you. Thank you. Hi. Thanks for taking my call. I just wanted to ask if somebody can explain with an example that statement about proration, where it mentions the value, the cash exchange value is CAD 37. And a few words after that, it mentions something about proration related to CAD 178 million or something like that. If somebody can please explain that, that would be appreciated. Thank you for the question. Appreciate that very much. So unitholders will be offered the ability to take CAD 37 cash, but there's a maximum amount of units that will be bought back, that being 4.7 million and change. So the maximum cash out will be CAD 175.6 million in the expectation that it might be oversubscribed or has the potential to be undersubscribed. In other words, more unitholders electing to take cash or less unitholders electing to take cash than the 4.7 million units available for buyback, all unitholders will be given a prorated amount so that in total, the buyout comes back to CAD 175.6 million of cash buying out the same amount of units. Does that help you? Yeah, it does. Thank you. All right. Thank you very much for the question. I'm sure others had it on their mind. Our next question will come from investor Paul Steep. Please go ahead. Thanks. Hey, good morning. Congratulations. Maybe we could just talk about slide 28 in your management presentation. Susan, could you talk to the combined adjusted EBITDA target three years out? Is there any uptick from Pret A Manger in there? Or maybe a better way to put it is, what are the baseline assumptions to get you to the new combined EBITDA in terms of beyond the existing base of business today? Sure. Great question. We have not included any of the Pret A Manger potential openings in that calculation because it's still a very new initiative. And when we were doing these plans, we were still in the test phase. But as you know from reading recent documentation is that we now have an agreement to become the exclusive Canadian franchisor for Pret A Manger, which is exciting. And we are actively in the process of understanding what that means for the future of the business and locations and so on. So we're active in that, but we've not included that into those forecasts for adjusted EBITDA. Okay. And then just to maybe follow on for a second, is there any thought or change with regards to the CapEx position? Why don't we do as you're doing and call it new co in terms of how you would approach new builds, or is it still the model and the mix going to remain the same between franchise versus owned? Thank you. Our current strategy calls for the same level of CapEx as has been experienced in the past. And so no, there's no change in expectations on how new restaurants would be funded. They will still be opened by our franchisees who are eager and excited to open new restaurants in Canada. Save and except for, you will have noticed, you're an astute reader, you will have noticed in the last couple of years, our CapEx was higher than a long-term run rate, owing to the fact that we invested heavily in the new mobile app, a level of investment which is not expected to be in the future. Perfect. Thank you. Thank you. As a reminder, that is star one if you would like to ask a question. It appears we have no further questions at this time. Perfect. Thank you. Thanks to all on the call for attending today. If anyone does have questions that either come to you later or were not answered today, please do feel free to call either Kelly Blankstein or myself at 604-988-2141, or visit our website at awincomefund.ca for more information about the transaction and the Q2 results. Thanks very much.
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