Good day, everyone, and welcome to today's A&W Revenue Royalties Income Fund Q3 2024 Financial Results. At this time, all participants are in a listen-only mode. Later, you will have the opportunity to ask questions during the question and answer session. You may register to ask a question at any time by pressing star one on your telephone keypad. Please note, this call is being recorded. I will be standing by if you should need any assistance. It is now my pleasure to turn the conference over to Susan Senecal. Please go ahead. Thanks very much, and good afternoon, everyone. Thank you for taking the time to attend our call today. I'm Susan Senecal, I'm 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's the Chief Financial Officer of A&W Food Services and the Fund. Before we go through the Fund's Q3 results, we're going to share a brief but exciting update on the transaction that was publicly announced on July twenty-first. This transaction, in which Food Services will acquire all of the Fund's units from unitholders and form a new publicly traded company, was approved by the Fund's unitholders on October eighth. Of the votes cast at the unitholder meeting, 99.2% were voted in favor of the transaction, which is a testament to the confidence that unitholders have in A&W's strategic vision and the future growth potential of the combined company. The Ontario Supreme Court of Justice issued a final order approving the transaction on October eleventh, and the transaction will become effective after the close of business on October seventeenth, 2024, subject to the satisfaction or waiver of certain customary closing conditions. Food Services shares will be posted and begin trading on the TSX at the open of business on October eighteenth, 2024, under the symbol AW. If you would like further details on the transaction, we encourage you to visit the Fund's website, where you can find the management information circular, dated August twenty-ninth, twenty twenty-four, and two presentation decks that describe the transaction in detail. The Fund's website can be found at awincomefund.ca. Following the closing of the transaction, the Fund's website will be replaced with a website for the new A&W public company at awinvestors.ca. Now I'll turn things over to Kelly, who will go through the Fund's third quarter financial results. We'll be happy to answer any questions you may have on the transaction or results at the end of our call. Excellent. Thank you, Susan. As Susan mentioned, the transaction has been approved by unitholders, and so we expect to be wrapping up the A&W Income Fund in short order. Today will be the last time we'll be reporting on results for the income fund. We are not going to go through all the normal disclosures about the structure of the fund, because of that, but I would encourage you to look at A&W Income Fund website if you'd like a reminder about how the income fund works and the source and nature of income for the income fund. Today, we'll just focus in on going through the Fund's financial results for the third quarter of twenty twenty-four, as compared to the third quarter of twenty twenty-three. The interim unaudited financial statements and MD&A were released and are posted on the A&W Fund website as of this morning, and the news release issued today summarizes the selected financial results of the Fund. We'll also be posting our results on SEDAR+ in short order. In the quarter, royalty pool same-store sales growth was -1.0% in the quarter due to a decrease in guest counts, partially offset by a slight increase in the average check size. The decrease in guest counts reflects A&W's proportionate share of an overall decline in traffic at burger QSR across Canada, which Food Services believes is attributable to increased interest rates and inflation, along with market uncertainty, which has put pressure on consumers to cut back on discretionary spending. Royalty income for the third quarter of 2024 has increased to CAD 13.74 million, based on gross sales reported by restaurants in the royalty pool of CAD 458.1 million, compared to royalty income of CAD 13.71 million and gross sales reported by A&W restaurants in the royalty pool of CAD 456.8 million for the third quarter of 2023. Year-to-date royalty income was CAD 38.26 million, based on gross sales reported by restaurants in the royalty pool of CAD 1.28 billion and compares to royalty income of CAD 37.92 million and gross sales reported by restaurants in the royalty pool of CAD 1.26 billion for the comparable period in 2023. The increase in royalty income was driven by ten net new restaurants added to the royalty pool on January fifth, 2024. Distributable cash generated in Q3 2024 to pay distributions to unitholders and dividends to Food Services was CAD 9 million, compared to CAD 11.1 million in Q3 2023. Distributable cash generated in the 2024 year-to-date period was CAD 27.2 million, compared to CAD 29.3 million in the comparable period in 2023. The decrease in this distributable cash generated in 2024 is due to CAD 2.5 million in non-recurring costs related to the transaction. Excluding the impact from the costs related to the transaction, distributable cash generated in Q3 2024 and the 2024 year-to-date period would be CAD 11.5 million and CAD 29.7 million, respectively, a slight increase over the distributable cash generated for the comparable periods in 2023, due largely to the increase in royalty income. So three monthly distributions, totaling CAD 0.48 per unit, were declared in the third quarter of both 2024 and 2023. Eight monthly distributions, totaling CAD 1.28 per unit, were declared in both the 2024 and 2023 year-to-date periods. And 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 Q3 of 2024 was 100.4%, compared to 92.6% for the comparable period in 2023, while the payout ratio for the third quarter of 2024 was 101.4%, compared to 81.3% for the third quarter of 2023. The payout ratio for the year-to-date period in 2024 of 100.4% is higher than the trailing four quarter payout ratio of 97%, due mainly to the timing impact of current income taxes and the CAD 2.5 million in non-recurring costs related to the transaction, that reduced the amount of distributable cash generated in 2024 in the last two quarters. We thank you for your attention. We'll now be happy to answer any questions that you may have on the fund's Q3 results or the transaction. At this time, if you would like to ask a question, please press star one on your telephone keypad. You may remove yourself from the queue at any time by pressing star two. Once again, that is star one to ask a question. We will pause for a moment to allow questions to queue. We'll go first to Thomas Burke with Canaccord. Please go ahead. Yes. Hi, guys. Just... Well, a couple of things about the numbers. So are we seeing just obviously aside from the general market weakness, is there any idea about market share numbers? Is this really an industry thing? And how can we characterize this? Because these numbers over the past few quarters are very uncharacteristic of you know, the traditional A&W numbers since I've been following the company over twenty years. Sure, I can comment on that. Thanks for the question. Yeah, obviously, you know, I think the economic situation is part of the driver of this. We also notice a really big desire for value and, you know, affordability, and so on and so forth, which we need to address, and it feels like in a more deliberate way. So that's what we're focused on, and I think we're already starting to understand a little bit more about that need and how we might compete more effectively when it comes to giving even more value to our guests and making sure that for families and so on, that we're still very affordable. It's been a bit of a focus for us for the whole year, but we certainly are re-emphasizing that in terms of our plans, especially going into this Q4. So like, so once again, do we know in terms of market share, say, against McDonald's or Harvey's or Burger King, et cetera, where we kind of stand in terms of market share trends? Or, as you know, these bigger players, say, have gone, you know, all in on the value proposition, and we've been caught a little bit flat-footed in that regard? Yeah, in terms of burger QSR, if you like, if that's sort of the numbers you're looking at, our sense is that we're roughly holding our market share, but we're not growing our market share in the way that we want to or should. Okay. And you attribute that directly to what? What about in terms of product innovation? When I think about A&W, since, you know, just, you know, after, say, two thousand and ten, you know, the refresh strategy of A&W, where the new and better ingredients was just an amazing, obviously, progression for the company. And that seems to be that product innovation on top of everything seems to be laboring. And is that due to distraction about this transaction, working on the Pret A Manger initiative, et cetera? Any comments? Yeah, I'd say no to that, to answer that question specifically on the idea of innovation. So certainly, like, you know, our differentiation, we've certainly continued to support that. But one of the areas, for example, that I can point to that's been successful in our innovation and actually is revitalizing itself this week has been our appeal to different demographics and in particular, different flavors. So for example, we have been testing a number of different pieces of innovation in Ontario, where we really sort of put Ontario first in terms of understanding what the future of Canada looks like. We launched a Masala Veggie Burger there in June, sold out very rapidly, within a few days, and are bringing that product back. Actually, I think it started yesterday, so very recent. So that's an example of something highly successful that we're able to bring to the market, not only in Ontario, but for the whole country. And we have other good examples, our Piri-Piri lineup and so on, of successful innovation within our burger QSR. So we'll continue certainly to innovate as a piece of our business. But at the same time, I think price and value will be consistently important over the next several months or quarters as the market continues to kind of catch up with itself with regard to disposable income for people that are likely to frequent our restaurants and others of the same category. Do we expect to see... Okay, do we expect to see sort of TV advertising, et cetera, the kind of a broad-based nationwide push on you know these new initiatives? Because I don't know, just anecdotally, I don't think I've seen really much going on. The short answer is yes. ... Okay. All right. And, is there going to be a sort of, an articulated strategy on what the plan is for, Pret A Manger? And, like, obviously, this is a kind of a new big deal for the company, because this takes us into really a true, you know, multi-banner strategy. So are we gonna see some more details and a deeper dive into what the plan is, for this rollout? Yes, we're not quite ready for that today, but yes, absolutely. We signed that deal in June of 2024, and we've been working ever since to try and understand what is the initial opportunity for Canada, where should we start, and you know, how we would like to see that kind of unfold, so we will have some information over the next little while in terms of our early goings and what the strategy is for expanding Pret A Manger in Canada. Overall, like, if one was to just say a kind of a generalized, you know, you know, thirty thousand foot flyover as to what this will bring to and what type of complement this will bring to the A&W banner and to the company at large, what would be the sort of the elevator pitch on that? I think the elevator pitch for me really starts with our franchisees, who have shown really great interest in seeing them have opportunities for themselves with regard to the expansion. So I'd start there to say that what we're looking for as we start our initial plans is A, testing, finishing off our testing of the standalone concept, which opened earlier this year in Toronto, so that we really understand the economics and the investment thesis that we want to share with our franchisees. But we do have significant franchisee interest, so we're gonna try and match our franchisee interest with our plans that would lead to a successful rollout of the Pret brand in Canada, and then start there, likely you know, within the next year or so. But does this give- That's where the- One exposure... Right. Sorry. Does this give one exposure to, aside from all that, the mechanical stuff, just conceptually, does this give A&W, you know, better outreach to customers for, you know, another part of the day? Yeah, absolutely. Well, I think another type of occasion. So if you think about pickup and go is really where Pret's strength is, especially in high pedestrian, sort of urban locations with lots of throughput, and it's a very great ease of purchasing. So just pick up something, you know, pop it into your bag and pay for it and leave, which is a little bit different from the A&W model. But the products are also very complementary, and most importantly, the ingredient differentiation that you talked about, the post-2010 changes to our ingredient specifications, match extremely well with Pret's own positioning. So we think that we'll be able to have some synergies in terms of the type of guests that we attract, the type of purchase occasions, but adding on that pickup and go, which has been so popular, especially post-COVID. People's desire for food to go has never been higher, and we think that this will be another way to take advantage of that. Okay, good. Just on the transaction, when are we gonna know, for those that tendered all their shares, what the cash component of the deal is that everybody will get on a prorated basis? Because it's been, I must say, it hasn't- it's been a bit of a sloppy process, to say the least, having lived through these things, over the years. Can you, like... What's going on in that regard? Sure. Maybe I'll just let Kelly give details on that piece of the pie, the conclusion of the pie, I guess, if you like, when it comes to the cash part. Okay ... of the transaction. Yeah. So, anybody who would like a cash consideration and combination consideration will not be subject to proration. Unitholders who elected or were deemed to elect share consideration will receive cash consideration in respect of approximately 2.7% of their units. So said in another way, if you wanted shares, you're not gonna get a full allotment of shares. You'll be taking a little bit of cash because of the oversubscription. And I'll connect with you later, Tom. I'd be interested in hearing your perspectives on your quote, unquote "stock"- Just to get that, when people tendered for cash, they're just gonna get cash or...? Yes. Yes. Yeah, if you elected for cash, you'll get your cash, and if you elected for combo consideration, you won't have any further proration or adjustment. If you deem to elect shares, you won't get your full allotment of shares, you will get 2.7% of your units in cash. Okay. Okay, got it. Okay, perfect. All righty. Okay, so that sounds good. Okay. Thank you. Thank you. As a reminder, if you'd like to ask a question today, please press star one. It appears we have no further questions at this time. I will now turn the program back over to our presenters for any additional remarks. Great, well, thanks everyone for attending our call today, and if anyone does have questions that weren't answered on our call, please do feel free to call either Kelly Blankstein or myself at area code six oh four nine eight eight two one four one, or visit our website at awincomefund.ca, or as mentioned earlier, our new awinvestors.ca for more information about the transaction. Thanks, and we'll look forward to catching up next quarter. Thank you. This does conclude today's program. Thank you for your participation. You may disconnect at any time.