Corporate story
Refresco – world’s largest independent bottler for retailers and A-brands
J.P. Morgan 2018 European High Yield & Leveraged Finance Conference I London, September 7, 2018
Refresco worlds largest independent bottler for retailers and - - PowerPoint PPT Presentation
Corporate story Refresco worlds largest independent bottler for retailers and A-brands J.P. Morgan 2018 European High Yield & Leveraged Finance Conference I London, September 7, 2018 Presentation disclaimer This presentation and any
Corporate story
J.P. Morgan 2018 European High Yield & Leveraged Finance Conference I London, September 7, 2018
Presentation disclaimer
This presentation and any materials distributed in connection herewith (together, the “Presentation”) have been prepared solely for information purposes and do not constitute or form a part of, and should not be construed as, an offer for sale or subscription of or solicitation of any offer to purchase or subscribe for any securities in any jurisdiction, and neither this Presentation nor anything contained herein shall form the basis of, or be relied upon in connection with, or act as an inducement to enter into, any contract or commitment whatsoever. This Presentation is intended to present background information
money, securities or other consideration is being solicited, and, if sent in response to this presentation or the information contained herein, will not be accepted. These materials may not be distributed to the press or to any other persons, may not be redistributed or passed on, directly or indirectly, to any person, or published, in whole or in part, by any medium or for any purpose. The information contained in this Presentation has not been independently verified and no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, reasonableness or correctness of the information or opinions contained herein. Financial information presented herein may not have been audited, reviewed or verified by any independent accounting firm. None of Sunshine Top B.V., its shareholders, its subsidiaries or any of their respective employees, advisers, representatives or affiliates shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with this Presentation. The information contained in this Presentation is provided as at the date of this Presentation and is subject to change without notice. The information in this Presentation does not constitute investment, legal, accounting, regulatory, taxation or other advice, and the Presentation does not take into account your investment objectives or legal, accounting, regulatory, taxation or financial situation or other needs. You are solely responsible for forming your own opinions and conclusions on such matters and for making your own independent assessment of the Presentation. Statements made in this Presentation include forward-looking statements, which may be identified by the fact that they use words such as “may”, “will”, “continue”, “target”, “anticipate”, “estimate”, “should”, “expect”, “guidance”, “project”, “intend”, “plan”, “believe”, and/or other words and terms of similar meaning in connection with, among other things, any discussion of results of operations, financial condition, liquidity, prospects, growth, strategies or developments in the industry in which we operate. Such statements are based on management’s current intentions, expectations or beliefs and involve inherent risks, assumptions and uncertainties, including factors that could delay, divert or change any of them. Forward-looking statements contained in this Presentation regarding trends or current activities should not be taken as a representation that such trends or activities will continue in the future. Actual outcomes, results and other future events may differ materially from those expressed or implied by the statements contained herein. Such differences may adversely affect the outcome and financial effects of the plans and events described herein and may result from, among other things, changes in economic, business, competitive, technological, strategic or regulatory factors and other factors affecting the business and operations of the company. Neither Sunshine Top B.V. nor any of its affiliates is under any obligation, and each such entity expressly disclaims any such obligation, to update, revise or amend any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on any such forward-looking statements, which speak only as of the dates indicated in this Presentation. It should be noted that past performance is not a guide to future performance. Nothing in this Presentation should be construed as a profit forecast. Certain financial data included in the Presentation consists of “non-IFRS financial measures.” These non-IFRS financial measures may not be comparable to similarly titled measures presented by other companies, nor should they be construed as an alternative to other financial measures determined in accordance with IFRS. You are cautioned not to place undue reliance on any non-IFRS financial measures and ratios included herein. Please see the slide 15 entitled “One-off costs related to acquisition of Cott’s bottling activities & takeover of Refresco by PAI and BCI impacted results” slide 23 for a reconciliation of such non-IFRS financial measures to the relevant financial measures determined in accordance with IFRS.
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Today’s presenter
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Aart Duijzer CFO Refresco
Continental European division of Hazlewood Foods Plc
Erasmus University in Rotterdam, the Netherlands.
Agenda Refresco at a glance Governance and latest results Integration of Cott’s bottling activities Summary
Refresco today
TB
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We are the world’s largest independent bottler for retailers and A-brands…
from a major Dutch dairy group
57 manufacturing sites across North America and Europe
drinks and fruit juices for retailers and A-brands
and cost leadership
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With an 18 year track record of accelerated growth
2000 2002 2007
Refresco established through a MBO from a major Dutch dairy group European expansion First steps in contract manufacturing
2013 2015 2016
Merger Gerber Emig Public listing Euronext Amsterdam First step into North America
2018
Acquisition of Cott’s bottling activities PAI & BCI enter to fuel next stage of growth
companies in 15 years Buy & Build
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The world’s largest independent bottler for retailers and A-brands…
Leadership positions In Europe and North America
Proforma Volume 2017 Proforma synergies
Proforma Revenue 2017 People & Facilities
€3.7 bn
TB
* Including run-rate synergies achievable within the first 18 months and full year results of Cott’s bottling activities.
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Retailer brands 70% Contract manufacturing 30%
North America 37% Europe 63% UK 14%
CSD 28% Water 21% Juices 20% RTD tea 11% Still drinks 9% Other 4% Energy/Sport drinks 7%
..with a well balanced volume split across geographies & products
Proforma 2017 volume by channel Proforma 2017 volume by geography Proforma 2017 volume by product
Leadership positions In Europe and North America
TB
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Our 59 facilities are strategically located to service customers in North America and Europe Canada United States Mexico EUROPE 31 North America 26
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Governance and latest results
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Ownership and Group structure
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Note: 100% shareholding unless otherwise specified
1 Following the completion of the Squeeze-out, Refresco Group B.V. is expected to merge into Sunshine Investments B.V. Before May 2, 2018 the company was named Refresco Group N.V.Sunshine Top B.V. Sunshine Mid B.V. Sunshine Holding B.V. Sunshine Investments B.V. (BidCo) Sunshine Equity B.V. PAI 63% Management 2% BCI 35% Senior Notes €445mm Term Loan Facilities €1,975mm equiv. Revolving Credit Facility €200mm Reporting entity Refresco Group B.V.1
99.4%
Key financials Q2 and YTD 2018
In millions of € unless stated otherwise, Unaudited Q2 2018 Q2 2017 YTD 2018 YTD 2017 Volume (millions of liters) 3,040 2,052 5,313 3,726 Revenue 1,037 643 1,810 1,166 Gross profit margin 428 275 755 511 Gross profit margin per liter (euro cents) 14.1 13.4 14.2 13.7 EBITDA 44 65 78 102 Adjusted EBITDA 99 66 143 103 Net profit/(loss) (24) 27 (64) 33 Adjusted net profit/(loss) 15 27 17 33 Net debt 2,436 621
The YTD 2018 financial information comprises the financial information of Refresco Group N.V. for the period 1 January 2018 - March 31, 2018 and the financial information of Sunshine Top B.V for the period April 1, 2018 - June 30, 2018. The YTD 2017 financial information relates to Refresco Group N.V. All values are rounded to the nearest million unless otherwise stated. Cott's bottling business in North America and the UK was consolidated in Refresco's financial information as of January 30, 2018.
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Gross profit margin per liter
was 14.1 cents, in line with seasonal pattern.
profit margin per liter was up 5.2%.
14.2 14.2 14.0 14.4 14.1
13 13.2 13.4 13.6 13.8 14 14.2 14.4
2015 2016 2017 Q1 2018 Q2 2018
Gross margin per liter (in euro cents)
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One-off costs related to acquisition of Cott’s bottling activities & takeover of Refresco by PAI and BCI impacted results
In millions of €, Unaudited Q2 2018 Q2 2017 HY 2018 HY 2017 Operating profit 6 41 9 55 D&A and impairment 38 24 70 48 EBITDA 44 65 78 102 One-off costs 55 1 65 1 Adjusted EBITDA 99 66 143 103 Adjusted net profit 15 27 17 33 In millions of € Unaudited HY 2018 Transaction cost1 46 PPA (non-cash) 12 Integration cost 5 Other 2 65 Breakdown of one-off costs
1 The transaction cost is related to the acquisition of Cott’s bottling activities and the acquisition of Refresco by PAI and BCI.
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Net debt as of June 30, 2018
million as of June 30, 2018 In millions of € Amount Cash and cash equivalents (160) Senior notes (EUR) 445 Revolving Credit Facility (€200million) 1 90 Term Loan B (equiv.)2 1,975 Shareholder loan 100 Mortage Loan 21 Finance leases and other loans 3 Capitalized finance costs (42) Other loans 3 2,436
All values are rounded to the nearest million. 1 €90mm RCF was drawn in connection with the acquisition of Refresco by PAI & BCI. 2 Represents the euro-equivalent aggregate amount outstanding under the Term Loan B (denominated in EUR, USD and GBP) based on EUR/USD FX rate of 1.164 and on EUR/GBP FX rate of 0.885 as of June 30, 2018.
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Integration of Cott’s bottling activities
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The acquisition of Cott’s bottling business is at the core of Refresco’s strategy
World’s largest independent bottler to serve its customers in Europe and North America Gain leadership in the attractive U.S. and UK markets Significant and tangible value creation
Uniquely positioned to tap into several growth
Further diversification of customer base 2 1 3 4 5
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Track record of synergy realisation from acquisitions - Significant value creation opportunity from Cott’s bottling activities
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1 €63m run-rate synergies expected to be achieved in the first three years following consolidation, of which €44m run-rate synergies to be achieved within the first 18 monthsProcurement 54% Overheads 11% Operations 35%
Envisaged synergy sources Run rate synergies (in % of 2017 Cott TB revenue – €mm)
Procurement Operations Overhead Total run-rate Synergy sources Commercial 2.3% - €34mm 1.5% - €22mm 0.5% - €7mm 4.3% - €63mm1 (over 3 years) Management Ambition Upside
Integration is well on track in the first five months
started immediately after completion of the acquisition
April 3 after the green light from the UK Competition and Markets Authority 30% 60% 95% 100% Year 1 Year 2 Year 3 Year 4
21 13 8
38 16 16 6 59 28 24 6 Total Year 1 Year 2 Year 3 Integration Capex Synergy realization Expected implementation costs (€mm)
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Summary
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Key takeaways
& Europe
volumes slightly disappointing in H1 2018
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Appendix: Reconciliation from operating profit to adjusted net profit
In millions of €, Unaudited Q2 2018 Q2 2017 YTD 2018 YTD 2017 Operating profit 6 41 9 55 Net finance cost (33) (5) (91) (10) Profit / (loss) before income tax (27) 36 (82) 44 Income tax (expense) / benefit 6 (9) 21 (12) Minority interest (2)
(24) 27 (64) 33 One off cost EBITDA 55 1 65 1 One off cost Finance cost (3) 42 Tax effect on one off costs (13)
15 27 17 33