Ladies and gentlemen, thank you for standing by and welcome to the Franchise Group, Inc. conference call. At this time, all participants are in a listen-only mode. Please be advised that today's conference is being recorded. If you require any further assistance, please press star zero. I would now like to hand the conference over to your speaker today, Andrew Kaminsky. Thank you. Please go ahead, sir. Thank you, Gigi. Good morning, and thank you for joining our conference call. I'm on the call with Brian Kahn, Franchise Group's CEO, Andy Laurence, EVP, and Eric Seeton, CFO. Before getting started, I'd like to mention that certain matters discussed on this call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other provisions of federal securities laws. These forward-looking statements are based on management's current expectations and are not guarantees of future performance. Actual results could differ materially from those expressed in or implied by the forward-looking statements. Further, such statements and estimates are subject to risks of achieving the expected benefits of the transaction and the financing. The forward-looking statements are made as of the date of this call, and except as required by law, Franchise Group assumes no obligations to update or revise them. Investors are cautioned not to place undue reliance on these forward-looking statements. For more detailed discussion of these and other risks and uncertainties that could cause Franchise Group's actual results to differ materially from those indicated in the forward-looking statements, please see our 10-KT for the fiscal year ending December 28th, 2019, and other filings we make with the SEC. The financial measures discussed today include non-GAAP measures that we believe investors focus on in comparing results between periods and among peer companies. Non-GAAP financial information should not be considered in isolation from or as a substitute for or superior to GAAP financial information, but included because management believes it provides meaningful supplemental information regarding our operating results when assessing our business and is useful to investors for informational and comparative purposes. The non-GAAP financial measures the company uses have limitations and may differ from those used by other companies. Now I'd like to turn the call over to Brian. Brian? Thanks, Andrew, good morning to our listeners, and thank you all for joining us. Today, we announced Franchise Group has entered into a definitive agreement to acquire Pet Supplies Plus, a leading omni-channel operator and franchisor providing pet supplies and services. With Pet Supplies Plus, Franchise Group gains another franchise concept with attractive unit economics and further diversifies our cash flow streams into another economically resilient and secularly growing pet industry. The additional scale and diversification we would get from Pet Supplies Plus is expected to immediately expand our discretionary cash flow, which we then expect to use to de-lever again, support our dividend policy, and further grow our scale and diversification. This repetitive cycle improves with each transaction we close and is exactly why we believe that Franchise Group's brands are more valuable as a whole than in part. As part of this webcast, we've created a brief presentation providing an overview of Pet Supplies Plus, which you can find on the Events page of our website. Beginning on page three is a summary of the proposed transaction. We will acquire PSP in an all-cash transaction valued at approximately $700 million. Based on the tax structure of the transaction, we estimate that the net present value of the tax benefits received will be worth over $100 million to FRG. Founded more than 30 years ago, PSP is a rapidly growing pet industry franchisor with a footprint of more than 500 locations, of which almost 60% are franchised today. By way of comparison, PSP competitors Petco and PetSmart each operate over 1,500 company-owned locations today. Said stores are about twice the size of a PSP average location. After closing this acquisition, Franchise Group is estimated to have over 4,600 locations and over $3.6 billion in system-wide sales. In connection with the acquisition, we entered into debt financing commitments arranged by JP Morgan, Citizens Bank, and Credit Suisse for $1.3 billion in new term loan credit facilities to refinance our existing term loan and provide the required financing for the transaction. Importantly, this transaction adheres to our disciplined financial policy. Post-closing, we expect to have total net leverage of under 3.4 turns, with a clear path to de-levering back under three turns over time. Turning to page four, I want to emphasize some of the key aspects of PSP and why we are very excited about them joining the Franchise Group. In addition to diversifying our end markets, the pet industry has enjoyed secular growth for two decades. The pet industry has proven to be economically resilient, just like the industries of our other brands. The pet industry is also enjoying the tailwind of an estimated 11 million new pet-owning households since COVID, and these 11 million new pet owners will become recurring Pet Supplies Plus customers for years to come. PSP is led by its CEO, Chris Rowland, a pet industry veteran of over 30 years, who along with his remarkably long-tenured team of industry vets, has solidified a turnkey franchise system by prioritizing the same variable that we believe is the most critical for a franchisor to be successful, superior unit economics. To further improve PSP's unit economics, Chris and team have made substantial investments over the last decade to enhance their internal distribution infrastructure and omni-channel capabilities. Franchisees today experience lower landed product costs and a faster and more consistent availability of product than ever before. PSP's franchisees trust and respect PSP's leadership. Franchisees reap the benefits of PSP's robust unit economics. Franchisees have validated their views with their pocketbooks by building a current contractual backlog of more than 185 new locations. As a franchisor and operator, PSP has a diversified revenue stream comprised of corporate store revenue, royalties, and revenue from internal distribution to franchisees. PSP has developed broad and deep omni-channel capabilities, offering its neighbors varied cost-competitive shopping options through its convenient neighborhood locations, direct-to-consumer local delivery, and buy online pickup in store. The next few slides will give you a deeper look into PSP, the pet industry, PSP's positioning in the industry, their franchise system, and a historical financial profile. I'd like to highlight a few more things before concluding. On page seven, you can see more details about the value in PSP's compelling supply chain, which drives incremental margin for the company while providing its franchisees with more cost-effective and efficient product acquisition. Products include a robust pipeline of private label products that are continuing to grow and currently represent approximately 13% of total system-wide sales. All of these high-quality proprietary products are made by contract manufacturers, carry a higher gross margin than third-party brands, and drive customer loyalty. Just like our focus at The Vitamin Shoppe, we are strong advocates of increasing private brand penetration at PSP as it further enhances unit economics by improving gross margin and customer retention. Slide eight highlights some of the key statistics about PSP's franchise system, including their current backlog of stores. Note their backlog is varied across existing franchisees, new franchisees, and independent store conversions. We view the concept of a store conversion by a competitor to be a powerful validation of the cost-effective and turnkey PSP franchise model. As we've experienced with other brands, when you can convert a competitor to your model and they make more money, even while paying you royalties, than they did on their own, you know you have a special franchise business. Slides nine and 10 highlight PSP's exceptional same-store sales growth and their resilience through COVID. As many of you know from personal experience, pet ownership has grown during the pandemic. These pets will have many years with their new families and will continue to need food, supplies, grooming, and related services. Finally, on slide 11, the PSP transaction checks every box for Franchise Group. It supplements and complements everything we are about. We look forward to welcoming Pet Supplies Plus, its management team, employees, franchisees, and its neighbors to the Franchise Group. The transaction is expected to close this quarter, our first quarter of 2021, and at that time, we will provide additional guidance for full year 2021. Thank you for joining us today, and thank you for your interest in Franchise Group. Operator, you can please end the call. Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.
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