Refresco worlds largest independent bottler for retailers and - - PowerPoint PPT Presentation

refresco world s largest
SMART_READER_LITE
LIVE PREVIEW

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


slide-1
SLIDE 1

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

slide-2
SLIDE 2

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

  • n Sunshine Top B.V. and its subsidiaries, their business and the industry in which they operates and is not intended to provide complete disclosure upon which an investment decision could be made. No

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.

2

slide-3
SLIDE 3

Today’s presenter

3

Aart Duijzer CFO Refresco

  • CFO of Refresco and one of the founders of the company
  • He was appointed to that position in December 2000
  • Prior to joining Refresco Aart worked as Finance Director of the

Continental European division of Hazlewood Foods Plc

  • He holds Masters degree in business economics from the

Erasmus University in Rotterdam, the Netherlands.

  • Aart is a Dutch Chartered Accountant
slide-4
SLIDE 4

Agenda Refresco at a glance Governance and latest results Integration of Cott’s bottling activities Summary

slide-5
SLIDE 5

Refresco today

TB

5

slide-6
SLIDE 6

We are the world’s largest independent bottler for retailers and A-brands…

  • Founded in 1999 with a management buyout

from a major Dutch dairy group

  • Unique production footprint with

57 manufacturing sites across North America and Europe

  • Offering a complete product portfolio of soft

drinks and fruit juices for retailers and A-brands

  • Customers benefit from quality, reliability

and cost leadership

6

slide-7
SLIDE 7

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

More than 20

companies in 15 years Buy & Build

7

slide-8
SLIDE 8

The world’s largest independent bottler for retailers and A-brands…

Leadership positions In Europe and North America

Proforma Volume 2017 Proforma synergies

  • adj. EBITDA 2017*

Proforma Revenue 2017 People & Facilities

11.0 bn liters

€3.7 bn

€392 m 9,500 people 57 locations 12 countries

TB

* Including run-rate synergies achievable within the first 18 months and full year results of Cott’s bottling activities.

8

slide-9
SLIDE 9

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

9

slide-10
SLIDE 10

Our 59 facilities are strategically located to service customers in North America and Europe Canada United States Mexico EUROPE 31 North America 26

10

slide-11
SLIDE 11

Governance and latest results

11

slide-12
SLIDE 12

Ownership and Group structure

12

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%

slide-13
SLIDE 13

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.

13

slide-14
SLIDE 14

Gross profit margin per liter

  • Gross profit margin per liter

was 14.1 cents, in line with seasonal pattern.

  • Compared to Q2 2017, gross

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)

14

slide-15
SLIDE 15

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.

15

slide-16
SLIDE 16

Net debt as of June 30, 2018

  • Net debt amounted to 2,436

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.

16

slide-17
SLIDE 17

Integration of Cott’s bottling activities

17

slide-18
SLIDE 18

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

  • pportunities

Uniquely positioned to tap into several growth

  • pportunities

Further diversification of customer base 2 1 3 4 5

18

slide-19
SLIDE 19

Track record of synergy realisation from acquisitions - Significant value creation opportunity from Cott’s bottling activities

19

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 months

Procurement 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

slide-20
SLIDE 20

Integration is well on track in the first five months

  • Integration in North America

started immediately after completion of the acquisition

  • n January 30
  • UK integration commenced on

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)

20

slide-21
SLIDE 21

Summary

21

slide-22
SLIDE 22

Key takeaways

  • The world’s largest independent bottler for retailers and A-brands
  • Operations in 12 countries – leading positions across North America

& Europe

  • Integration of Cott’s bottling activities on track
  • Overall volume development in line with expectations, old Refresco

volumes slightly disappointing in H1 2018

  • First synergies are starting to flow into the results
  • Attractive market dynamics

22

slide-23
SLIDE 23
slide-24
SLIDE 24

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)

  • (3)
  • Profit / (loss)

(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)

  • (27)
  • Adjusted net profit

15 27 17 33