Diversified Royalty Corp. (DIV) Earnings Call Transcript & Summary

Good afternoon. Ladies and gentlemen, thank you for standing by. This is the conference operator. Welcome to the Diversified Royalty Corp. Special Announcement Conference Call regarding the company's acquisition of the BarBurrito trademarks announced earlier today. The presentation slides for this call can be found on the corporate website at www.diversifiedroyaltycorp.com/investors/investor-presentation. [Operator Instructions] Please keep in mind that certain information discussed on this call may be forward looking in nature and constitute forward-looking information or financial outlook within the meaning of applicable security laws. Such information involves, but is not limited to, comments with respect to the expected implications of the acquisition to the company. Any such information is based on management's expectations and assumptions, all of which management considered reasonable at the time they were prepared. Such information also involves known and unknown risks and uncertainties and other factors outside management's control that could cause actual results to differ materially from those expressed on this call. Participants on this call should not base undue reliance on such information, which is provided as of the date of this call. The company does not undertake any obligation to publicly update such information to reflect subsequent events or circumstances, except as required by law. All forward-looking information and financial outlook refer to this call is expressly qualified in its entirety by this cautionary statement and the more detailed statements in the company's investor presentation related today's date. I would now like to turn the conference over to Mr. Sean Morrison, President and CEO of the company; and Mr. Greg Gutmanis, CFO and VP Acquisitions of the company. Please go ahead, Mr. Morrison.

Thank you for that introduction. And I would just like to firstly take an opportunity to thank everybody for making the time to hop on this call. We are happy and excited to announce our eighth royalty transaction with BarBurrito Restaurants. We've got a PowerPoint presentation that you can look at on our website and you'll build a page through as we go on the web...

Webcast.

Webcast, yes. So all sorts of fine print on the first 2 or 3 pages. But on the fourth page, we'd like to basically just go over the transaction overview. So Diversified has acquired the trademarks and certain other IP used by BarBurrito Restaurants in Canada, adding an eighth royalty stream to our portfolio for $72 million cash. BarBurrito was founded in 2005, is Canada's largest QSR Mexican restaurant chain, featuring grilled burritos, quesadillas and tacos with over 260 locations. BarBurrito's experienced significant historical growth with 82 stores opened in the last 12 months and with a strong new location pipeline. With respect to industry trends, Canadian foodservice market projected to grow at a CAGR of 4.55% with QSR leading the way. Mexican restaurants are underrepresented in Canada. In terms of the annual top line royalty, Diversified will be receiving $8.4 million of initial royalties and management fees in the first 12 months, representing approximately 12% of DIV's pro forma adjusted revenues. In terms of sources of capital, the $72 million purchase price was funded with $10 million of debt in BARB LP, $10 million of term debt at Diversified and $50 million of Diversified's acquisition facility, and we used $2 million of cash on hand. The transaction was completed at a -- sorry, an 8.6% royalty acquisition multiple. The royalty itself will grow at a 4% per year for the first 7 years and thereafter will be variable based on same-store sales of the stores in the Royalty Pool. And DIV has announced an increase in its annual dividend by $0.05 to $0.245 per share effective November 1, 2023. Diversified believes BarBurrito is an excellent royalty acquisition for the following reasons: Firstly, the business model. It's been around for 18 years; performed very well through COVID; has strong store level economics with 4- to 5-year paybacks; very low churn; only 4 stores, and 3 of those were in malls; have closed in its operating history and those were during COVID. Existing franchisees opened 46% of new stores in fiscal 2023, signifying that existing franchisees are operating their first or second stores and are looking to expand their exposure to the BarBurrito business model. BarBurrito has also achieved scale and growth with over 260 locations across Canada and $135 million of system sales. BarBurrito is the largest quick service restaurant chain in Canada and has achieved scale. Store count and system sales have grown at double-digit rates of growth for the past 4 years and believes there's a -- and BarBurrito has a substantial new store pipeline. In terms of diversification, Diversified believes that BarBurrito has no significant correlation with any of DIV's existing royalty partners. In terms of its size at an $8.4 million annual royalty, it represents about 12% of Diversified's pro forma adjusted revenues. So it's not a massive partner, but it's also not one of our smaller ones. It's a substantial size, and it's just a perfect fit for what we're doing at Diversified. The transaction allows for a modest increase in dividend from $0.24 to $0.245 per share. And the deal terms were superior, better royalty acquisition multiple and other terms around the royalty transaction relative to recent Diversified transactions. On Slide 6, just an overview of BarBurrito. It was founded in 2005, head office is in North York, Ontario. Like I mentioned previously, it's in the business of selling grilled burritos, quesadillas, tacos, nachos, salads and other food products. BarBurrito has over 260 locations across Canada. There's currently a concentration of stores in Ontario, where its head offices with 68%, but 62% of new stores planned in the next 12 months are expected to be outside of Ontario, providing a level of diversification with locations across Canada. BarBurrito generated $135 million of system sales in fiscal 2023, and the fiscal 2023 ends April, and BarBurrito is forecasting over $180 million of system sales in fiscal 2024. Slide 7 is the Mexican QSR market. Canadian restaurant sales are forecasted to grow as follows over the next few years. As you can see from 2000 -- $50 million in 2020 -- or billion probably to over $86 million in 2026. With a large foreign-born population, Canadian consumers are keen to experience dishes from cultures other than their own. The Mexican restaurant industry in Canada is still in its infancy. And it's nice to be partnering with BarBurrito as it's by far the largest QSR Mexican restaurant chain in Canada. In terms of the business model on Slide 8, BarBurrito operates a standard franchise model with initial franchise fees, royalties on sales and an ad fund. The typical store cost between $350,000 and $400,000, and that's including any up-front fees to BarBurrito, generates about $650,000 of revenue and has a 4- to 5-year payback. As I mentioned previously, 46% of new stores opened in fiscal 2023 were opened by existing franchisees, just a very strong sign of strength in the franchise community. And lastly, there is significant room for expansion throughout Canada. In terms of financial performance on Slide 9, BarBurrito generated system sales of $135 million in fiscal 2023 and has grown system sales at an annual CAGR of 38% since fiscal 2019. BarBurrito is forecasting having over 500 locations in 5 years. So the business believes there's an opportunity to double its store count over the next 5 years. The royalty transaction terms are as follows: In summary, the transaction multiple, DIV will receive $8.4 million in the next 12 months, representing an 8.6x royalty acquisition multiple. We've structured this transaction with a promissory note, which allows DIV to acquire an additional $4.3 million of royalties at an 8.4x acquisition multiple for $36 million, all subject to coverage tests being met. This provides DIV with a tax shield on this purchase of the IP and trademarks of $108 million, which just helps with our effective tax rates. The fixed royalty -- royalty has been fixed for the first 7 years at 4% growth and thereafter will fluctuate with gross sales of locations in the Royalty Pool. Our royalty coverage on this transaction is very strong. DIV is purchasing approximately 80% of BarBurrito's fiscal 2013 -- 2023. Again, the year ended April 2023 and about 70% of run rate EBITDA at that time. As you know, it's -- we're already 6 months into the fiscal 2024. Strong returns. The initial royalty acquisition multiple plus the fixed 4% royalty growth rate generates a 15.2% unlevered return. These are very good metrics and very good terms in terms of coverage, the fixed royalty growth, the structuring from a promissory and tax perspective and the strong returns. These are superior results in terms for our royalty transactions. It's just a sign of the times. In terms of acquisition financing, DIV funded the $72 million cash portion of the purchase price as follows: $10 million of term debt in BARB LP, $10 million of term debt in Diversified, $50 million Acquisition Facility and Diversified and $2 million of cash on hand from Diversified's balance sheet. The $50 million drawn on the Acquisition Facility is interest-only for 6 months and thereafter will amortize over a 60-month period. DIV intends to pay down the Acquisition Facility through a combination of cash flows, debt refinancings and/or capital markets transactions. From an overall portfolio diversification perspective, we got BarBurrito and Stratus are both around 12%. Pro forma for this transaction, Mr. Lube will be more in the low 40s at 43%. And the rest of the royalty partners are in that 6% to 8% range. In terms of an impact financially to Diversified on Slide 13, we've got lots of detail about the current run rate of the business and the pro forma for this acquisition. Adjusted revenues grow from $61.7 million to $70.1 million. Normalized EBITDA grows from $57.3 million to $65.4 million. Distributable cash grows from $39.1 million to $41.4 million, and DIV's dividend per share will grow from $0.24 to $0.245. In terms of a payout ratio, our current run rate is about 87.8%, 76.8% net of the DRIP. And pro forma for this transaction, it decreases to 84.7% and 74.1% net of DRIP payout ratio. Just an overall description of what we feel Diversified deals is the opportunity in the current market. With the rapid increase in interest rates, DIV believes private equity's model of high leverage and low-cost debt has become less competitive, creating an opportunity for DIV's unique royalty transactions, particularly in the United States where there's less awareness. Early this year, DIV retained the consulting services of a gentleman named Ron Feldman in the United States. Ron is a seasoned franchise veteran in the U.S., having served on the Board of the International Franchise Association for the past 8 years and worked in the franchise industry for over 25. DIV is working with Ron to introduce DIV's unique royalty model to franchise lawyers, accountants, investment bankers, owners of midsized privately owned franchisors, and these meetings are building awareness in the U.S. franchise community. Ron has also helped us secure a coveted speaking engagement at the Restaurant Finance & Development Conference in November, the largest conference of its kind in the United States. DIV believe its unique royalty structure will gain traction in the very large U.S. market and will provide it with many compelling opportunities. To summarize, the -- again, DIV believes BarBurrito is an excellent royalty acquisition for the following reasons: The business model, 18 years, performed well through COVID, strong store level economics, low churn and existing franchisees supporting the system by opening almost half the new stores in fiscal 2023. We also like the scale and the growth with 260 locations. It's the largest in Canada, and lots of new store pipeline for continued growth. We like the diversification. It has no significant correlation with any of DIV's existing royalty partners. It's a meaningful size. So 12% of the portfolio adds an element of diversification of meaningful element, which was -- which is important, and it's part of our business model. The dividend increase. The transaction allows for a modest increase in dividend while also reducing our payout ratios. And finally, the deal terms are we've negotiated what we believe are excellent deal terms in terms of the acquisition multiples, the structure of the deal in terms of the promissory note as well as just the coverage test and other royalty terms. So that completes the presentation that we have to go through. We will open up to the operator and turn the conference over to any questions you guys may have. And as you guys mostly know that contacting us directly is also another option if you have a question you don't want to share on this platform. So we're happy to answer all investors' questions in due course.

[Operator Instructions] Your first question. Your first question comes from the line of John Zamparo from CIBC.

One question about the core business and then a couple about the deal structure. So on BarBurrito, the pace of openings over the last 12 months relative to the size of that business is pretty remarkable. Can you talk about what changed to see such a step-up in unit growth? And ultimately, what I'm trying to get at is, do you have comfort that those stores that are in their first year or their first 18 months are generating the same returns or similar returns as the previous footprint?

Yes. We spent a bunch of time doing a quality of earnings review of the business and looked at the ramp-up of new stores versus historical stores just to make sure that the results of these new businesses are kind of trending online with historical and they're basically spot on. In terms of the ramp-up, it's just like most businesses, they -- it takes a bit of time to gain your footing, get some momentum. And then once people see that the business model is working, you're selling new locations to new franchisees in new markets, but you're also being able to sell franchise locations to existing franchisees. Like I said, half of them are existing franchisees, so those -- that's where you get the acceleration of growth. So if those were all being opened by brand-new franchisees, that wouldn't give us nearly as much confidence as almost half of them being opened by existing guys. And that's just like any brand that gets momentum in the market, people start gravitating towards what they're offering and doing the due diligence. And like I said, the ultimate vote of confidence is our existing franchisees opening new stores, and the fact is that they are.

Understood. And then I wanted to move to leverage. This deal raises your leverage ratio modestly. What's your comfort level with the higher leverage? Could it mean lower dividend increases in the future? And is that part of the reason you only wanted to increase the dividend at a 2% rate, whereas your distributable cash is up 5% or 6%?

Yes, exactly. I mean it's just the nature of the market today. With the volatility in the capital markets, we think raising the dividend with this accretive acquisition makes sense, but giving ourselves as much comfort and room on the payout ratio also makes sense. So it's a bit of a balancing act. And that's kind of the main points around what we're thinking. I mean this is a cash flow generating machine. We're going to generate about $65 million of normalized EBITDA this year, and that free cash flow generation is what gives us financial flexibility more so than other businesses that have capital expenditures and other things they have to reserve their capital for.

All right. And then just one more. On the incremental royalty part of this deal, I wonder what you can share about that. What might the timing be? Anything you can say about the coverage tests? How you're thinking about financing that? Any other color there would be helpful.

Yes. In terms of timing, the company's year-end, I think, pro forma for this transaction will be August. So August or I guess, September now. So they probably won't qualify because of the royalty coverage test next year. It probably won't be for at least another probably 24 months plus 4 or after. So probably 24 to 28 months before the first chunk of new stores will qualify for any rolling.

But then at a pretty decent clip. The pace of opening, as you can see, has been pretty robust. And so once they qualify from those coverage tests, they do expect to be paying them off, firstly, through the promissory note structure as we mentioned.

[Operator Instructions] And your next question comes from the line of Mr. Matthew Lee from Canaccord.

Great looking acquisition off the bat. I wanted to maybe ask about your view on the potential countercyclicality of BarBurrito. Is there any risk that as consumer spending slows, BarBurrito sales kind of softened?

I mean there's a risk of anything happening if the cap -- or of the overall market slows. But we think their price point is very, very reasonable. And I would think if there's a slowing in the economy, it would be more kind of mid-tier casual to upper-tier restaurants that would probably see the discretionary spending impact initially. If anything, it might actually even help BarBurrito's business because I mean they do provide a very fresh product. It's very healthy, and it's good value. So I think it will be probably protected against the downturn more so than higher price point food alternatives.

Yes, I'd agree. And then maybe when I think about the opportunity for doing the QSR space and particularly with the addition of Ron, do these moves kind of imply desire to further add QSR-related royalties to the portfolio? Or is BarBurrito kind of it for that kind of segment?

Yes, that's a really good question. This one is obviously QSR exposure in the Canadian market only. Ron is more focused in the U.S. Ron is not a restaurant guy per se. He's an expert in the franchise industry model. So just like we've been working in the Canadian market for the last 8, 9 years looking at franchise opportunities, we really focus mostly on store level economics. So if it's a QSR restaurant or if it's like an Oxford learning or a Nurse Next Door, it's -- our primary focus is the quality of the underlying store-level economics and the business is less important. So we're not focused per se on QSR. Quite frankly, it's almost surprising that it took us this long to do our first QSR transaction. There -- Obviously, QSR does represent a substantial portion of the franchise industry, but we've found other opportunities, and this is the first one that kind of fit our model. The owner is in his late 40s, believes this business has a ton of runway. So what we offer a Diversified was just a perfect fit for his objectives.

[Operator Instructions] Mr. Morrison, there are no further questions at this time. Please proceed.

Awesome. Well, again, I just want to thank everybody for taking the time. Obviously, it took us a while to get our press release out in a little late in the Eastern Time zone for a conference call. Like I said, we're always available to answer questions. So I'm sure the way people listening to this on recording, and feel free to reach out directly to management, and we'll get whatever questions you have answered. And again, just appreciate your taking the time and supporting Diversified. I just appreciate that.

Thank you. Ladies and gentlemen, that does conclude our conference for today. Thank you all for participating. You may all disconnect.