The ODP Corporation
Q1 2021 Earnings Call Transcript

Published: 5 May 2021

[Operator:]

Good morning and welcome to The ODP Corporation's First Quarter 2021 Earnings Conference Call. All lines will be on a listen-only mode for today's call, after which instructions will be given in order to ask a question. At the request of The ODP Corporation, today's call is being recorded. I would like to introduce Tim Perrott, Vice President, Investor Relations. Mr. Perrott, you may now begin.

[Tim Perrott:]

Good morning. And thank you for joining us for The ODP Corporation's first quarter 2021 earnings conference call. This is Tim Perrott, and I'm here with Gerry Smith, our CEO; and Anthony Scaglione, our Executive Vice President and CFO. Also joining us today is David Bleisch, our Executive Vice President and Chief Legal and Administrative Officer.

[Gerry Smith:]

Thank you, Tim. And good morning to everyone joining our call today. We appreciate you joining us this morning. And we hope that all of our listeners and their families remain safe and healthy. I'm very happy to be here with you today to discuss our results for the first quarter and our announcement we made to separate into two independent publicly-traded companies. It is a very exciting day for ODP, as we mark the continued evolution of our B2B pivot and digital transformation and take the next step into unlocking shareholder value. As separate companies, each business will benefit from increased strategic focus and enhanced flexibility to invest in distinct growth opportunities with separate capital structures and growth profiles.

[David Bleisch:]

Thank you, Gerry. Before Gerry discusses the spin-off transaction that we announced this morning, I will provide an update on the status of the public proposal previously made by Sycamore Partners, the owner of Staples to acquire The ODP Corporation. As a reminder, on January 11th, USR Parent, the owner of Staples, a Sycamore Partners subsidiary, which I will refer to as Sycamore, made a public offer to acquire 100% of the common stock of the ODP Corporation. Their public letter stated that Sycamore intended to commence a tender offer for the stock of ODP in March 2021, if they did not reach negotiated agreement with us. In response, we publicly communicated that we were open to combining our retail and consumer-facing eCommerce operations with Staples under the right set of circumstances and on mutually acceptable terms. As we previously disclosed, we received no substantive response from Sycamore. But instead we're informed that Sycamore does not want to engage in substantive discussions until the regulatory process initiated by Sycamore is completed. As part of that regulatory process, we previously received the civil investigative demand from the US Federal Trade Commission, which is conducting an investigation of Sycamore's proposal as a result of Sycamore's filing of a Hart-Scott-Rodino notification. That filing was based upon Sycamore's previously stated intention to commence a tender offer by the end of March. Instead of commencing such an offer on March 31, Sycamore publicly announced that it decided to defer the March 2021 launch of a tender offer for the company's common stock, while reserving the right to commence one in the future. We received no additional communications from Sycamore since Sycamore's March 31 public communication. Accordingly, in order to relieve the company from the continuation of a costly and burdensome process. After limited response by the company to the civil investigative demand, the FTC has agreed to defer requiring further responses from the company unless and until Sycamore formally launches a tender offer, where the parties execute a negotiated agreement. Additionally, on May 4, 2021, the Canadian Competition Bureau advised the company that it has determined that Sycamore's proposed acquisition of a company would likely result in a substantial lessening or prevention of competition in the sale of business essentials to enterprise customers in Canada. While we do not know for certain what the Bureau would do if Sycamore actually launches a tender offer in the future. The Bureau's determination signals that the Bureau would likely challenge the acquisition. With respect to CompuCom, we are in the midst of the previously disclosed sale process. We do not intend to provide any update on this process until such time as it is completed. Now, I'll turn the call back over to our CEO, Gerry Smith.

[Gerry Smith:]

Thank you, David. Now let me turn to comments regarding our plans to split ODP into two companies. This begins on Slide 12. As we announced this morning, our Board has approved a plan to separate The ODP Corporation into two independent, publicly-traded companies through a tax-free spin-off of our B2B business and related assets. We believe this initiative will unlock significant value for shareholders by positioning both companies to enhance our focus on customer needs with a unique and highly focused strategy and investment profile. Before I get to the specifics, I thought it would be helpful to reflect on the journey that has led us to making this decision. As most of you know, over the past several years, we've been executing a plan to pivot our business to B2B, leveraging our assets and customer relationships to drive a distribution business and digital platform. Supporting this effort, we have created a strong foundation consisting of valuable assets that we have leveraged in order to drive our business. This includes our supply chain, one of the largest in North America, capable of covering nearly 99% of the US population next day, our vast global sourcing operation, a growing distribution presence serving a large business customer base, and a robust digital platform. Our B2B business today serves nearly 10 million business customers over 200,000 large enterprise and nearly half of the Fortune 500 companies. With the exception of the COVID environment over the past year, we have been successful and utilizing these assets to create a much more viable BSD business from where it was five years ago. We have stabilized and grown our presence. We rebuilt our pipeline in new business, added distribution in underserved markets and improved our go-to-market strategy all resulting in net new customers. We are now leveraging all these valuable physical assets, combining them with our new digital presence to develop a next-generation business commerce platform in order to pursue growth in the very large and growing buyer and supplier commerce markets. As a component of our B2B pivot, we have worked to optimize our legacy retail business, a business that continues to thrive during COVID, with a focus on serving consumers and small businesses through a network of about 1,100 retail stores. We've been optimizing our store footprint and driving cost efficiencies in order to position our retail division to most effectively serve consumers and small businesses. The performance of our retail division has been stellar, serving customers and small businesses through a variety of means including her in-demand BOPIS offering. From a corporate structure perspective, our holding company reorganization last year has provided greater flexibility and better alignment for operating assets to improve our ability to serve the increasingly different needs of our customer base. Considering this progress and realize an increasingly unique needs of business customers and consumers along with a recognition that the value we have created has yet to be fully recognized, led to our decision to split ODP into two companies, each with unique strategy and asset base to serve their respective customers. A description of each company and related assets are shown on Slide 13. Through the spin of our B2B related businesses to OTP's shareholders, we will create NewCo, a leading B2B solutions provider, serving enterprise level companies, including small and medium-sized businesses as well. NewCo consists of a business solutions division contract business, our Canadian business, Grand & Toy, as well as our independent regional office supply businesses. NewCo will also include our newly formed B2B Digital Platform Business, including BuyerQuest as well as our sourcing, global sourcing supply chain logistics assets. The remaining company will be ODP, a leading provider of retail consumer and small business products and services distributes through more than 1,100 Office Depot, OfficeMax retail locations, as well as our award-winning eCommerce site officedepot.com. While ODP and NewCo will be separate, independent companies, they will share commercial agreements that will allow them to continue to leverage the scale benefits in such areas as product sourcing, supply chain and IT related services. Many of these areas that we further refined and adjusted as we proceed with the separation, and we will provide updates along the way. We believe creating two focused, pureplay companies will unlock significant opportunities for all of our stakeholders by improving our ability to meet the needs of our customers, while better matching our assets and investment profiles to generate greater value for our shareholders. The value we intend to unlock for our stakeholders, including our customers, investors and employees are shown on Slide 14. First for our customers, the split rollout each company to increase its focus on the unique needs of the respective customer base, through aligned go-to-market strategies and customer-specific innovation. This customer-specific innovation will lead to build the new capabilities to improve the customer experience for each customer set. For investors, the separation will allow for a better matching of assets, investments, growth and return profiles, leading to greater value for shareholders, along with investor and analyst space more aligned with these attributes. We believe that much of what we've created today, and the valuable collection of assets we have built has not been fully recognized by the investment community largely because of the different investment requirements, risk profiles and return characteristics of the combined entity. This separation will create a much cleaner and understandable investment thesis and will allow us to pursue more targeted investment opportunities and capital structure to create value at each company. And finally, creating two focused companies will allow us to attract and retain talent as motivated by the specific mission of each entity that will provide our employees expanded opportunities. Having a more aligned strategy and goals will help to empower the respective teams of each company improve the mix of talent and capabilities. Therefore, from all perspectives, we believe this initiative creates significant value for all stakeholders. We will be better positioned to maximize the strategic focus and financial flexibility of each entity, aligning go-to-market strategies and capital investments to meet customer demand, while positioning the respective growth trajectories and return profile fully recognized by shareholders to drive value. Now turning to Slide 15 for additional process information and comments about timing. As I mentioned, we fully expect this spin-off to be tax-free to ODP investors. Shareholders own 100% of the equity of both companies post-spin. The official name and brand of NewCo along with the appointment of respective directors and management teams of both companies will be determined at a later date. As a component of the process, ODP and NewCo will enter into commercial agreements in areas that will benefit both companies and continue to leverage scale benefits in the sourcing, supply chain and IT arenas. Additionally, ODP today has continued to work on driving further cost efficiencies in its business to help offset certain duplicate and one-time cost associated with the separation. We have a lot of work ahead, as we pursue this important step to unlock shareholder value. And we commit to provide you more information as we make progress. We expect to complete our separation during the first half of 2022. As I mentioned at the onset, this is an exciting day for ODP, we are fortunate to be undertaking this process from a position of strength with financial, operational and organizational readiness and with significant liquidity providing us flexibility in determining how to allocate capital between the separate entities for the respective continued success. With the flexibility created by our holding company reorganization last year, we are now ready to take this step in our evolution. In support of our strategy and our positive view of the future, we're also happy to announce today that our Board of Directors has authorized a new $300 million share repurchase plan. With that, I will hand the call over to Anthony for a review of our financial results.

[Anthony Scaglione:]

Thank you, Gerry. And good morning, everyone. I'm happy to be here today to discuss our financial results for the first quarter of 2021. As I begin, I'd like to say how proud I am of our entire team for remaining focused on driving our low-cost model, one of our key tenants, helping us offset some of the challenges related to the COVID environment over the past year. Our low-cost model is not just a one or two quarter exercise. It's a discipline that is being instilled in the fabric of our operational approach, improving our competitive position and supporting our strategic initiatives, including our announcement today to further unlock shareholder value. Now turning to the highlights of our financial results as shown on Slide 17. Consistent with previous quarters, we have provided our results on both the GAAP and adjusted basis. Our financial results in the first quarter continued to be affected by the COVID-19 pandemic, as many businesses and schools have remained closed or continued to operate in a hybrid environment. Additionally, severe weather conditions in the Southwest impacted certain areas of our operations. We typically do not mention weather impacts, but since this was an exceptional occurrence that impacted a region of the country where we have a significant presence, we believe it was notable. Despite these challenges, our team's continued focus on driving our low-cost model and leveraging our broad portfolio of offerings positioned us to deliver strong operating results and free cash flow, even slightly ahead of our internal plan. Turning to our quarterly results. Total revenue of $2.4 billion in the first quarter was down 13% of the very strong results we delivered in Q1 of last year, the last quarter prior to the pandemic. The aforementioned effects of COVID-19 and adverse weather conditions, along with 149 fewer retail stores and service relative to last year resulted in lower sales versus last year. Partially offsetting these impacts was our balanced channel approach and broad product assortment, both helping us address the evolving needs of our customers during the period. This flexibility resulted in continued strong demand for work and learn from home products and increases in our eCommerce and omni-channel sales versus last year. GAAP operating income in the quarter was $55 million, down from $80 million last year. Included in operating income was $14 million had merger, restructuring and other operating charges primarily associated with our Maximize B2B Restructuring Plan. $12 million of non-cash impairment charges mostly related to our operating lease right-of-use assets associated with retail store locations, and $10 million of expenses related to the malware incident that impacted CompuCom. I would like to highlight that the additional SG&A expenses related to the malware incident were included at the ODP corporate level expense line and excluded from the CompuCom divisional results. Excluding these and other items, our adjusted operating income for the first quarter was $91 million, compared to $108 million we generated last year. Unallocated corporate expenses were $35 million in the quarter, up from the prior year, primarily related to the aforementioned expenses incurred from the malware incident at CompuCom. As we reflected in our 8-K on this topic, we expect to incur approximately $20 million in total expenses in the year related to the malware incident, of which, we accrued $10 million in the first quarter. We carry insurance, including cyber insurance, which we believe to be commensurate with our size and the nature of our operations. And we are seeking coverage for certain costs incurred due to the incident. Adjusted EBITDA was $138 million for the quarter, compared to $157 million in last year's largely pre-COVID first quarter. This includes adjusted depreciation and amortization expense of $44 million and $49 million in the first quarter of 2021 and 2020, respectively. Excluding the after-tax impact for the items mentioned earlier, adjusted net income for the first quarter was $68 million or $1.21 per diluted share. Despite the continued challenging conditions, we generated solid free cash flow in Q1. Cash generated from operating activities was $86 million, which included less than $1 million of integration costs and about $6 million of restructuring costs. This compared to cash provided by operating activities of $188 million in the first quarter of the prior year. The reduction was largely driven by the prior year strong operating cash flow related to the significant consumption of goods at the beginning of the pandemic, which was not replicated again in Q1 of 2021. Capital expenditures in the quarter were $13 million, compared to $25 million in the prior year period, reflecting the COVID environment and lower investment in consumer operations. While continuing our early investments in our digital transformation and eCommerce capability. We expect to increase our capital investments in future quarters as we move past COVID and continue to make progress on our B2B and digital transformation initiatives. Adjusting for cash charges of $6 million associated with the company's restructuring plans, adjusted free cash flow in the quarter was $79 million. Now I'd like to cover our business unit performance starting with retail on Slide 18. Our retail division continued to deliver very strong performance in the first quarter. Our retail presence continues to play an important role and supporting customers for their essential needs. Be at work and learn from home setups, technology or personal protective equipment, and through convenient channels such as our BOPIS offering. Additionally, cost efficiency improvements and our efforts to optimize our retail footprint are continuing to deliver strong cash flow and bottom line results. Reported sales in the quarter for our retail division was approximately $1 billion, which was down 10% from the same period last year. This decrease was primarily driven by 149 fewer stores in service as compared to last year, which included 8 store closures during the first quarter of 2021. Offsetting lower store traffic was higher sales per shopper and stronger demand for our omni-channel offerings. The lift in sales per shopper was primarily driven by increased demand for work and learn from home products, supporting consumers and small businesses and personal protective equipment. The combination of our curbside pickup option and BOPIS offering remained popular. With BOPIS demand up 35% in the quarter, as consumers continue to choose the convenience of this option. Ship from store and same day deliveries were also up, highlighting the flexibility of our delivery offerings. Operating performance in our retail division was terrific. We generated operating income of $100 million in the quarter, up 15% compared to the same period last year, representing a 210 basis point improvement in margins. This strong performance was driven by improvements we have made to our labor operating model, driving cost efficiencies, while enhancing customer service as evidenced by higher Net Promoter scores, as well as from our Maximize B2B Plan, driving lower operating and lease costs. And we are looking forward to the upcoming back-to-school season as we expect more school systems will be open for in-class learning and expect consumers and school districts to replenish supplies for the upcoming school year. Now turning to Slide 19. Performance in our Business Solutions Division or BSD continue to be impacted from conditions related to the pandemic. As a reminder, BSD consists of our contract channel, serving large, medium and small enterprises, and our direct or eCommerce channel. As we anticipated, the impact of the pandemic has largely continued into Q1, and many of our business and education customers have yet to return to a more regular cadence to their operations. This impacted our performance in the quarter. Reported sales in the quarter for BSD were $1.1 billion, down about 16% relative to last year's first quarter. Sales in our contract channel were lower related to the conditions due to COVID, which was partially offset by channel mix and product breadth. Sales were higher in our eCommerce channel and demand increase for products supporting work and learn from home with solid increases in technology and furniture. In the quarter, adjacency categories remain in strong demand and comprised approximately 44% of total revenue in our BSD division. This balance helped to partially offset the impacts related to the pandemic which negatively impacted core supply categories. While we expect these effects to continue to the first half of the year, we were encouraged with the increasing pace of business and school reopenings which resulted in month-to-month increases in our sales pipeline, which has continued into the second quarter. This gives us confidence in our thesis of our BSD segment returning to growth in the second half of 2021. Operating income was $17 million in the quarter compared to $40 million in the prior year period. The decrease in operating income versus last year was related to the impact of COVID on sales and product mix, partially offset by SG&A costs improvements related to efficiency programs and the contribution of our eCommerce channel which continues to perform well. Looking at Slide 20, we highlight the performance of the CompuCom division. Sales in the first quarter were $196 million, down 17% over last year, primarily driven by conditions related to COVID pandemic and other factors which impacted service volumes. Additionally, while CompuCom quickly responded to the malware incident, certain customer services were temporarily unavailable. And as a result, we had a $3 million impact to revenue in the quarter. CompuCom reported an operating loss of $1 million driven by the flow through effect of lower revenues in the quarter. As Gerry mentioned, CompuCom has made significant progress in restoring service to its customers. As part of the restoration efforts, CompuCom has taken actions to strengthen the systems and enhance security measures. And as we stated in our 8-K, we expect to incur total expenses of approximately $20 million in relation to the restoration efforts, cost to address the incidents and remediate systems and for enhanced cyber protection. As I stated earlier, we have accrued $10 million of these costs in the first quarter reflected in the SG&A at the ODP corporate level and unallocated corporate expenses. And as I also mentioned, we do carry insurance, including cyber insurance and are seeking coverage for certain costs associated with addressing the incident. CompuCom's customer base and pipeline of new business remained strong, and the company is focused on driving future growth. Additionally, the value maximizing sale process for CompuCom continues, and we expect to provide an update on this process during Q2. Now, briefly turning to our balance sheet highlights as shown on Slide 21. We ended the quarter with total liquidity of over $1.7 billion, consisting of $753 million in cash and cash equivalents and $946 million of availability under our asset-based lending facility. Total debt at the end of the quarter was approximately $367 million comprised of our long-term IRB bonds. Our balance sheet remains a source of strength and provides us flexibility as we pursue growth and execute our strategy, including our decision to pursue a separation of our B2C and B2B businesses. As a final comment, before I turn it over for questions, I would emphasize that we are enthusiastic about our future. We're excited about the progress we're making along the key tenants that Gerry outlined earlier. Our low-cost model has positioned us to invest in growth opportunities and we're expanding our value proposition to the progress we are making on our B2B pivot and digital transformation, positioning us to pursue growth and high value markets. While we are experiencing better overall trends and reported strong results in Q1, we continue to suspend guidance at this time until we have more clarity around market conditions for the balance of the year. That being said, trends have improved since our year end update in February, which is extremely exciting. By further focusing our strategies to leverage the B2C and the B2B end markets, I'm confident that our separation will create significant additional value for all of our stakeholders. We are fortunate to be pursuing this initiative from a position of financial and operational strength, with significant liquidity that provides us flexibility in determining how to allocate capital between the separated entities. Also, in support of our strategy, we're happy to announce that our Board authorized a new $300 million share buyback plan. With that, I will turn it over to your questions. Thank you.

[Operator:]

Our first question comes from the line of Chris McGinnis. Please state your company name, then proceed with your question.

[Chris McGinnis:]

Yeah, morning. Sidoti & Company. Good morning. Thanks for taking my questions and nice results and congrats on the announcement this morning.

[Gerry Smith:]

Thank you, Chris.

[Chris McGinnis:]

I guess just to start off around the separation announcement. You know, I think one of the key strengths you've highlighted is just the supply chain in the company. Can you just talk about in the changing kind of environment, you know, how do you keep the strength of the supply chain and the economies of scale going forward? And when you think about that hybrid business model, you know, how does that impact to kind of, you know, the two divisions? Thanks.

[Gerry Smith:]

Yeah. Thank you, Chris. And thanks for joining the call today. So I think what we said in the script is very important for everyone to understand. We're going to keep the leverage of having the NewCo have the supply chain, there'll be commercial agreements between both companies, but we'll not lose our scale advantages for both companies. And we have a supply chain that delivers 99% of zip codes the next day, even to the desktop. And so we want to make sure we leverage that capability across. So it'll be commercial agreements in place. We'll get more details about the obviously the cost structures and things around that as we proceed throughout the year as we go through the split. But we think it's a very important move, and we also mentioned sourcing as well. So I think it's important to mention that we're going to not lose our scale advantages from sourcing and also. So we're all happy with our management teams' model we built as well as that our Board support to move forward on this.

[Chris McGinnis:]

Great, thank you. And then I guess just thinking about BSD, the economies are starting to open up. Can you just comment maybe a little bit more on the trends you saw one throughout the quarter? And then maybe if you can shed any light on into April trends and just as that vaccine rolls out kind of progresses -

[Gerry Smith:]

Yeah. I'll take -

[Chris McGinnis:]

You know how are you preparing for the rebound?

[Gerry Smith:]

Yeah, I'll take the first part and let Anthony give specifics. Obviously, as we said in the script, we definitely see momentum on a monthly basis. And so we definitely saw, you know, you know, March was much stronger than February or January, obviously, the - we gave where we had the snow issues in Texas in the surrounding states was, did have an impact. But we saw a lot of recovery. And we do see a lot of net new wins and we're seeing - blow at a ton of momentum in BSD for the first time since pre-COVID. I'll let Anthony give any more specifics around that.

[Anthony Scaglione:]

Thanks, Gerry. Yeah. So you know, as we said from last year, BSD, you know, we expected it to be a back half glory, Chris, you know, tied to both the reopenings in both generally in higher ed and K-12, as well as business reopenings. And as Gerry mentioned, you know, we're excited to say that we are starting to see that progress in the real positive, both from a pipeline perspective as well as an outlook for the second half. So as we continue to proceed through the year, we're starting to see the momentum built in the BSD and contract which is a real benefit.

[Chris McGinnis:]

Okay, thanks. And then I guess just last question, just on the progress of the digital transformation. Can you just maybe share how far along you are in the procurement market? And then maybe any possible metrics you can share around that business. Thanks.

[Gerry Smith:]

Too early from a metrics perspective, but we continue to make great integration progress with BuyerQuest, numerous opportunities, rolling with the size of our salesforce and the different relationships we already have. And so the BuyerQuest business is extremely well received and Prentis, Terry, Daniel and team are all building this - building the platform and we're super excited. We did have a Daniel Smith was on stage at the Microsoft Dynamics 365 Worldwide Conference is one of the few keynote speakers. And so we're super excited by the BuyerQuest procure-to-pay piece being part of that and one of the best tech companies in the worlds you know ERP's - ERP package. And so I think that's a great validation that this isn't just vaporware. This is real and more progress as we - on a weekly and quarterly basis as we have more wins. But super excited. Again, it's the 2022-2023 type of product, we are going to - MVP in this - in the last half of the year.

[Anthony Scaglione:]

And the only thing I would add, Chris is, as we proceed and execute in 2021 to Gerry's point, this is an investment year. We'll be building out the metrics, we'll be building out the right cadence on those metrics as we exit '21. So that we can start to provide both our investor and analyst community with the right set of ways to gauge the progress we're making on this initiative.

[Chris McGinnis:]

Great. Thanks for taking my questions. Good luck in Q2 and I'll jump back in the queue.

[Gerry Smith:]

Thank you, Chris.

[Anthony Scaglione:]

Thank you.

[Operator:]

Your next question comes from the line of Michael Lasser. Please state your company name, then ask your question.

[Michael Lasser:]

Good morning. It's Michael Lasser from UBS. Thank you so much for questions. I've got two. Number one, it seems like what you're suggesting is, we should not expect a positive sales inflection in the BSD segment in this - year. Despite the fact that this is a really easy comparison. This quarter, there's going to be many more children who are in school during the second quarter of this year versus last year. So does that give you any pause about the longer-term trajectory of the BSD?

[Gerry Smith:]

Hey, Mike, I don't know how you concluded that, because that's not what we said. But we're - we believe there is momentum in the second half of the year where it gets building strongly. And obviously, Tim can work with you offline on more specifics. But I'm very optimistic and very excited with what's even seen from a pipeline perspective. We're seeing more and more companies go back to work. We're seeing hybrid model, but there's no question in our mind that we're going to do have a strong second half on the business and is building. So I hope we didn't. I'm sorry that wasn't clear to everyone. But I want to be clear everyone that we were seen a momentum building on a monthly basis on BSD and we're super excited with what Anthony said the second half recovery across the business.

[Anthony Scaglione:]

And Mike, we're seeing sequential and year end - year-on-year improvement. So just to be clear, the improvements we're seeing from this point forward are going to be sequential and year-on-year. But obviously the second half with the reopening from a school perspective and business gives us a lot of confidence that that businesses starting to show signs of strength.

[Michael Lasser:]

And just two parse this semantic, sequential and year-on-year meaning, you're expecting the dollars, the sales dollars for BSD to be higher in the second quarter of this year than they were in the second quarter of last year? Or is it -

[Anthony Scaglione:]

That's correct. That's correct.

[Michael Lasser:]

Okay, thank you. The second question I had was on the disynergies and incremental costs as a result of separating the businesses. How much will that be in total? And where should we allocate those between the segments? So we can have a better understanding of what the independent pieces are going to be look - are going to look like on a standalone basis.

[Anthony Scaglione:]

Yeah. So, Mike, it's early days obviously, further information regarding the expected cost of the separation we'll provide - it will be provided in due course, you know, but thinking about it from a path to separation, you know, there will be one-time implementation costs. Disynergies as we set up redundant systems and process and most importantly, synergies as we pursue the independent path for growth and expected the rationalizations that we expect from the two entities as we become a more pureplay, independent B2B and B2C company. So it's a little too early to go through those details at this stage, but we plan to provide that in due course.

[Gerry Smith:]

I will add in one of the reasons why we have the commercial agreements, and we have the supply chain and procurement and global sourcing type of arrangements is to minimize some of those the synergies and across the two companies as well.

[Michael Lasser:]

Okay. And Gerry, this is long being talked about many of your predecessors in the seat you're sitting in have thought about this. Why is now the right time to do it? And how much of that the decision to do it now is being influenced by some of the actions that Staples has taken and Sycamore with -

[Gerry Smith:]

I'm going to answer in reverse fashion. It had nothing to do with the Staples transaction at all. It has to do with - we think we're in a great position of strength. We're in a very strong liquidity position, we've pivoted our model from a cost perspective as best has been and maybe in history from I'm not sure on that, but radically improved from an SG&A perspective, we have obviously strong liquidity so we can provide proper liquidity for both companies. I'm super excited by Prentis and his addition to the team and the whole team we're building around B Comm. So it's the perfect time to really look at both businesses from a B2B and B2C perspective, allow the shareholders to have a stake at both and they can stand in both if they want or they can choose the direction they want to go in the future. But we think we're very well positioned now. It's the perfect time and again, unanimous approval from the Board, we want to thank the Board for their support. Anthony, why don't you add any color?

[Anthony Scaglione:]

Yeah, I'd just to add to that, as you know, separations also attracting the right investor and sell side analysts base more aligned with the B2B and B2C end markets and that we're pursuing and then the investment thesis that each company will have. So really want to make, you know, the focus is here as both end markets we see as opportunities for investors. And as we further align, there's opportunities for shareholder creation.

[Michael Lasser:]

Thank you very much. Good luck.

[Gerry Smith:]

Thank you.

[Operator:]

Your next question comes from the line of Chris Horvers. Please state your company, then ask your question.

[Chris Horvers:]

Thanks, good morning. Chris Horvers, J.P. Morgan. A few questions. So as you think about the retail business, I appreciate, I think about 14% of your stores are in Texas. And that probably had - those stores really had a big impact. You know, but they, at the same time, you had the double benefit of stimulus in both January and the back half of March when we went shelter in place. And you saw a big ticket strength, where you saw technology and furniture strength. So, you know, how much do you think that that was sort of a contributory factor? And do you think that more than offset the headwinds from the weather in the Southwest?

[Gerry Smith:]

I think, you know, a couple of things have happened and thanks for, again, Chris, for joining us this morning. I think number one that, we've had the retail business through this whole pandemic as well as it continues. That really sort of become the home office headquarters for you know small and medium businesses and people working from a hybrid perspective. We are starting to see some sequential you know obviously in-person learning which is helping as well. So I'm - you know Kevin and his team have done a tremendous job of putting the right cost model in place, huge focus on our Net Promoter Score, our customer experience and getting that conversion you know, that share of wallet and higher sales per shopper as well. So a lot of the initiatives were driving to operate the business effectively. Him and his team have done a brilliant job doing that. So I'm continue optimistic again. We see tailwinds in the business. We see, you know, they continue to do this day and we're excited that all of the structural initiatives we put in place continue, and I think, yes, there's been some issues. But I really do believe, structurally there's been a recognition that the home office headquarters, we can provide tech, we can provide furniture, we can provide core supplies, you know plus more in the future as well. Anthony why don't you add some color?

[Anthony Scaglione:]

Yeah, and the only thing I would add, Chris, is, you know, we continue to see the strength in our retail chain, both from an omni-channel perspective, to Gerry's point that home office need, you know, we wanted to call out the weather, because we thought it was an important aspect to be able to communicate around what, we had the hurdle in terms of the challenge, but very pleased with retail and continue to see momentum there as we execute through Q2.

[Chris Horvers:]

Got it. That makes sense, very consistent. And then in the BSD division, you know, looking back in 2015, I have in my notes that public sector was about 24% of sales. And in 2015 but, you know, there's been some large aggregated accounts that have exchanged hands and then obviously, the broader contract business has some puts and takes over that timeframe. So maybe can you talk about how big is a public sector and within BSD? And then, you know, explicitly from, you know, clearly municipalities probably facing headwinds too, and then explicitly how much would you say is our school districts relative to the total sales base?

[Anthony Scaglione:]

Yes, the schools that, you know, we mentioned that on the last call you know comprised and it's broad, you know, K-12 through higher ed comprising roughly 20% of the overall BSD business on a normalized basis. Public sector, I'll have to break that out. You're dating my time and probably a lot of people in this room's time in 2015. So we'll look at that. But it continues to be an important channel for us. And we're seeing progress on both of those then both on the K-12 and higher ed to Gerry's point around the reopening and back-to-school, those are all going to be positive tailwind for us as we look at the second half. And as we look at, you know, the most important back-to-school season, which for us will be you know, the August to October timeframe, Q3, Q4, seeing that as a potential opportunity for us to lean in heavier than we did last year.

[Gerry Smith:]

I mean, if you really look at it at a high level, most of the higher ed that we've had strong relationships within the past or most of them are - were virtual throughout the whole year, we had yet a lot of K-12 that, you know, recently about, and I think some of the data we saw from other sources about 58% to 60% are in the back to you know in-person learning, but you know higher ed isn't. So I think there as Anthony's positioned so well, in August through end of year timeframe, we're going to see a lot of that momentum. Again, Tim will give you more specifics from a model perspective. But you know that's why we're so excited with that. We're getting momentum now, we don't even have that opportunity of the in-person - of the higher ed coming back until the fall or late summer. Plus, I'm hoping and no political comments here that we'll continue the progress of in-person learning and then obviously, from and our retail and online businesses and BSD business that can support the K-12 as well.

[Anthony Scaglione:]

Yeah. And I would just the last thing I would add, Chris is, let's not lose sight of the commercial side, you know, we're starting to see businesses I mean very much more vocal around the reopenings I mean see, New York City, which was my former hometown reopening, those are all very positive indicators of the back-to-business that we've been all waiting for and something that we're looking forward to.

[Chris Horvers:]

Yeah, I just put some Office Depot paper in my J.P. Morgan printer, so and I mean clearly -

[Gerry Smith:]

Keep it up.

[Chris Horvers:]

Wants us to come back and I like to print in color, but don't tell anybody. And so, I guess I - two transaction related questions, you know, so first, as you think about the cash on the balance sheet, $753 million, how would you attribute that? How would that split in the spin out? And then you're posturing this as a tax-free spin out to the shareholders, you know, to the extent that let's say, after the fact that the - after the spin out that the retail company, ODP is bought out, does that create that create a sort of a tax event for the shareholders if it occurred after the spin out?

[Anthony Scaglione:]

Yeah, so to your earlier question on the capital allocation again, you know, early days, we'll be providing that as we proceed with the separation. You know, as you look at the balance sheet today and the announcement of the buyback that was all in consideration of the liquidity position supporting our stock through a year transition and then through you know adequate analysis from my external advisors and that we also had support from, obviously from the Board. So that - that's where we are from a today capital. And we'll continue to update as we proceed with the separation. As we look forward in terms of the separation and any potential speculation there, it's probably too early for us to determine, you know, the tax treatment on a subsequent purchase, if that should occur. But obviously, we'll again, continue to provide update along the way, Chris.

[Gerry Smith:]

Any other questions, Chris?

[Operator:]

And that will conclude our Q&A session for today. I'll now turn the call back over to Office Depot's CEO, Gerry Smith for any closing remarks.

[Gerry Smith:]

All right. Again, thank you, everyone for joining us today. We're excited with the opportunity for value creation for our shareholders, our customers as well as our associates. And we look forward to our next calls. We'll stay communicated through the process of all the different milestones and points and again, we're very focused on continuing to operate and serving our customers' needs and performing well throughout the rest of the year. So thank you for joining us. We're excited with this important day in Office Depot's history and again, we think it's a great opportunity for value creation for our shareholders. Have a great day.

[Operator:]

Thank you for your participation. This concludes today's call. You may now disconnect.