Premier Foods Plc · LSE:PFD
Premier Foods — FY2013 Earnings Presentation
66 slides from Premier Foods's earnings presentation, Mar 4, 2014
Slide 1: Welcome to the New Premier Foods – Full Year Results 2013
Welcome to the New Premier Foods st Full Year Results 31 December 2013 4th March 2014
Slide 2: Cautionary Statement
CAUTIONARY STATEMENT This document has been prepared by Premier Foods plc (the "Company") solely for use at a presentation (the "Presentation") of its financial results for the year to 31 December 2013 and in advance of a possible offer of ordinary shares (the "Shares") of the Company (the "Offer”).
Slide 3: Cautionary Statement (2)
CAUTIONARY STATEMENT (2) confidentiality, and (e) you will not at any time have any discussion, correspondence or contact concerning the information in this document or the Offer with any of the directors or employees of the Company or its subsidiaries nor with any governmental or regulatory body wi
Slide 4: Key Messages and Agenda for Today
1 2 3 4 5 KEY MESSAGES AND AGENDA FOR TODAY This is a transformational restructuring that liberates 1 Premier Foods from its past We grew underlying profits in 2013 by 18% and 2 adjusted eps by 64% We have a new and sustainable capital structure, incorporating a 3 landmark agreement with the Pension
Slide 5: This is a transformational restructuring that liberates Premier Foods from its past
This is a transformational restructuring 1 that liberates Premier Foods from its past
Slide 6: A Transformational Restructuring
1 2 3 4 A TRANSFORMATIONAL RESTRUCTURING New Premier Highly geared & High quality Increased complex focused branded affordability Plc… CLARITY Grocery business of pension …with exposure with strong contributions and to strategically EBITDA margins extended recovery challenging and operating period B
Slide 7: Our Investment Proposition
1 2 3 4 OUR INVESTMENT PROPOSITION Focused on growth categories Broad stable of leading brands driving category growth through marketing and innovation Diverse manufacturing processes provide wide scope to innovate Strong capabilities to serve today’s multi-format retail environment Contin
Slide 8: We grew underlying profits in 2013 by 18% and adjusted EPS by 64%
We grew underlying profits in 2013 2 by 18% and adjusted eps by 64% Alastair Murray - CFO
Slide 9: 2013 Results in Line or Ahead of Expectations
1 2 3 4 2013 RESULTS IN LINE OR AHEAD OF EXPECTATIONS Grocery Power Brand Sales +2% SG&A +16% Trading profit growth +18% Adjusted PBT +61% Adjusted eps +64% Net debt +13% Grocery Power Brands Sales, SG&A and Trading profit on underlying basis 9
Slide 10: Trading Profit Up 18%
1 2 3 4 TRADING PROFIT UP 18% £ millions 2013 2012 Underlying business sales 1,283 1,297 Underlying business Trading profit 145 123 Add: 2012 disposals 1 32 Less: Bread business (6) 4 Continuing operations Trading profit 140 159 Amortisation of intangible assets (44) (50) Fair value movements on for
Slide 11: Strong Adjusted Earnings Per Share Growth
1 2 3 4 STRONG ADJUSTED EARNINGS PER SHARE GROWTH £m 2013 2012 % Underlying Trading profit 145 123 17.7% Net Regular Interest (58) (69) 16.0% Adjusted PBT 87 54 61.0% Notional Tax @ 23.25%/ 24.5% (20) (13) 52.9% Adjusted earnings 67 41 63.6% Adjusted earnings per share (pence) 27.8 17.0 63.6% Adju
Slide 12: Grocery Power Brands Performed Well in a Challenging Market
1 2 3 4 GROCERY POWER BRANDS PERFORMED WELL IN A CHALLENGING MARKET Sales (£m) 2013 2012 Growth (%) Power Brands 544 533 2.0% Support brands 196 206 (4.9%) Total branded 740 739 0.1% Non-branded 97 115 (14.9%) Total 837 854 (2.0%) Strong performances in Ambrosia, Bisto and Oxo, partly offset by Mr
Slide 13: Strong Continued SG&A Cost Reduction
1 2 3 4 STRONG CONTINUED SG&A COST REDUCTION £m 2013 2012 Growth (%) Divisional contribution 228 222 2.6% SG&A costs (83) (99) 16.2% Underlying Trading profit 145 123 17.7% 7.4% 5.6% 5.5% Full year effect of SG&A cost programme flows through 147 Represents 44% reduction from 2011 cost base 99 83
Slide 14: Recurring Cash Flow Ahead of Guidance
1 2 3 4 RECURRING CASH FLOW AHEAD OF GUIDANCE £m 2013 2012 Underlying Trading profit 145 123 Depreciation 33 37 Other non-cash items 5 9 Interest (36) (52) Taxation - 0 Pension contributions (11) (18) Regular capital expenditure (34) (56) Working capital (15) 7 Recurring cash flow 87 50 Ahead of g
Slide 15: Net Debt Lower Than Expectations
1 2 3 4 NET DEBT LOWER THAN EXPECTATIONS £m 2013 2012 Recurring cash inflow 87 50 Disposed businesses cash flows 0 6 Restructuring activity (40) (22) Operating cash flow from total Group 47 34 Net disposal proceeds 106 312 Financing fees & finance leases (28) (24) Free cash flow 125 322 Other non-ca
Slide 16: Cash Tax Expected to Be Nil to Medium Term
1 2 3 4 CASH TAX EXPECTED TO BE NIL TO MEDIUM TERM Group has significant brought forward losses available Capital allowances in excess of depreciation Pension deficit contributions also allowable for tax Deferred tax asset £73m Notional corporation tax rates: – 2014: 21.5% – 2015: 20.25% –
Slide 17: We Retain a 49% Interest in Hovis Joint Venture
1 2 3 4 WE RETAIN A 49% INTEREST IN HOVIS JOINT VENTURE Stand alone JV with The Gores Group Consideration of £30m1 + working capital £28.7m Combined £45m cash injection by PF and Gores to unlock £200m 5-year investment plan Short-term cash benefits of £28.0m will be invested in Grocery busin
Slide 18: Comparative Trading Profit for FY2013 Is £139m
1 2 3 4 1 2 3 4 5 COMPARATIVE TRADING PROFIT FOR FY2013 IS £139m Retained Grocery business P&L £m 2011 2012 FY 2013 H1 2013 FY Power brands sales 513 533 253 544 Support brands sales 215 206 92 196 Total branded sales 728 739 345 740 Non-branded sales 100 127 43 110 Total sales 828 866 388 850 Tradi
Slide 19: New and sustainable capital structure with Pension Schemes agreement
We have a new and sustainable capital 3 structure, incorporating a landmark agreement with the Pension Schemes
Slide 20: Overview of the Capital Refinancing Plan
1 2 3 4 OVERVIEW OF THE CAPITAL REFINANCING PLAN Comprehensive pensions deal reduces deficit contributions by £161m over 6 years £353m in new equity to reduce adjusted Net debt to 3.3x 2013 Grocery EBITDA £475m senior secured 7 year notes diversifies sources of funding Simplified and reduced
Slide 21: Comprehensive Pension Deal Reduces Deficit Cash Contributions by £161m
1 2 3 4 COMPREHENSIVE PENSION DEAL REDUCES DEFICIT CASH CONTRIBUTIONS BY £161m OVER 6 YEARS £m 2014 2015 2016 2017 2018 2019 New schedule 35 9 42 50 44 42 Old schedule 83 80 79 47 47 47 Reduction/(Increase) 48 71 37 (3) 3 5 Contributions fixed until end 2019 A reduction in cash payments of £161m
Slide 22: Simplified and Reduced Senior Revolving Credit Facility
1 2 3 4 SIMPLIFIED AND REDUCED SENIOR REVOLVING CREDIT FACILITY Key terms of revolving credit facility Total commitment £300m Tenor 5 years Initial interest 3.50% + LIBOR Streamlined syndicate of banks for the new facility Flexibility to fund capital expenditure and working capital requirements
Slide 23: £475m of Senior Secured Notes Extends Debt for 7 Years
1 2 3 4 £475m OF SENIOR SECURED NOTES EXTENDS DEBT FOR 7 YEARS Key terms of secured notes offering Amount targeted £475m Currency GBP Coupon To be confirmed on pricing Tenor 6 year floating/7 year fixed Repayment Bullet at maturity Expected ratings To be confirmed Long term funding results in no s
Slide 24: £353m Equity Raise to Restructure Balance Sheet and Reduce Debt
1 2 3 4 £353M EQUITY RAISE TO RESTRUCTURE BALANCE SHEET AND REDUCE DEBT Key terms of equity raise Offering size £353m Firm placing £100m Fully underwritten equity issue to raise gross proceeds Placing price £1.30 of £353m Rights issue £253m Warburg Pincus and Paulson Rights issue terms 8 for 5 h
Slide 25: Adjusted Net Debt
1 2 3 4 ADJUSTED NET DEBT £M 2013 Reported Net debt at 31 December 2013 831 Proceeds from rights issue and placing (353) Net proceeds from Bread JV Disposal (28) Underwriting, bank, bond and advisory fees 41 Deferred fees 22 Adjusted Net debt at 31 December 2013 513 Adjusted 2013 Net debt 3.3x 201
Slide 26: 2014 Guidance
1 2 3 4 2014 GUIDANCE 2014 Guidance Depreciation £18-20m Capex £35-40m Net regular interest £45-50m Cash interest £45-50m Tax- P&L notional rate 21.5% Tax- cash Nil Pension deficit contributions £35m Working capital (outflow) (£30m) Consumer Marketing Double-digit % growth Major Cake Capex investm
Slide 27: 2014 Outlook
1 2 3 4 2014 OUTLOOK Q1 expected to be slower then prior year – Subdued consumer spending – Easter move from Q1 to Q2 – Strong comparative due to 2012 cold weather Expect Grocery Power Brands to grow 2-3% for full year Support brands to grow modestly, non-branded to decline Second half plan
Slide 28: Robust and sustainable strategy to maximise performance
We have a robust and sustainable 4 strategy to maximise performance in a challenging market
Slide 29: Category Focused Growth Strategy
1 2 3 4 CATEGORY FOCUSED GROWTH STRATEGY Designed to drive value growth DRIVING CATEGORY GROWTH CONSUMERS CUSTOMERS Capitalise on UK specific Maximise mutual value Category insights to BRANDS from customer identify growth partnerships Drive Category opportunities building innovation with pace COSTS
Slide 30: Our Investment Proposition
1 2 3 4 OUR INVESTMENT PROPOSITION Focused on growth categories Broad stable of leading brands driving category growth through marketing and innovation Diverse manufacturing processes provide wide scope to innovate Strong capabilities to serve today’s multi-format retail environment Contin
Slide 31: Ambient Grocery: The Best Performing and Largest Segment
1 2 3 4 AMBIENT GROCERY: THE BEST PERFORMING AND LARGEST SEGMENT IN MARKET Value Sales Market segments 2.5 2.3% 2.0 12% 1.7% 1.7% 1.5 31% 57% 1.0 0.7% 0.5 0.0 Ambient Chilled Frozen Ambient Chilled Frozen Total Source: IRI Infoscan all outlets, value sales, 52 w/e 9 November 2013 31
Slide 32: Focus on Two Broad and Growing Segments
1 2 3 4 FOCUS ON TWO BROAD AND GROWING SEGMENTS Savoury Meal Making - CAGR +4.4% 1 Sweet Foods - CAGR +3.2% 1 Cooking Sauces £1.9b Ambient Cake Savoury Rice/Noodles £1.9bn Dry Pasta/Noodles Sweet Biscuits 15% n Ambient Desserts Ambient Toppings £2.7b Ethnic Ingredients Confectionery Ice Cream 15% Sw
Slide 33: Strong Competitive Position in All Categories
1 2 3 4 STRONG COMPETITIVE POSITION IN ALL CATEGORIES Flavourings & Seasonings No. 1 Ambient Desserts No. 1 45% 41.6% Market Value: £407m 45% 39.2% 40% 40% Market Value: £318m 35% 35% 30% 30% 25% 25% 20% 20% 15% 15% 10% 10% 5% 5% 0% 0% PF No.2 No.3 PF No.2 No.3 Category +4.6%; Premier +5.8% Category
Slide 34: Our Investment Proposition
1 2 3 4 3 OUR INVESTMENT PROPOSITION Focused on growth categories Broad stable of leading brands driving category growth through marketing and innovation Diverse manufacturing processes provide wide scope to innovate Strong capabilities to serve today’s multi-format retail environment Cont
Slide 35: Expanding Category Definition to Flavourings and Seasonings
1 2 3 4 EXPANDING CATEGORY DEFINITION TO FLAVOURINGS AND SEASONINGS INVIGORATE CORE DRIVE NEW USAGE Gravy & Stock £260m market + 7.6% 2 Yr CAGR Flavourings & Seasonings £407m market +4.6% 2 Yr CAGR KEY HIGHLIGHTS INNOVATE COMMUNICATE Flavourings & seasonings at the heart of savoury meal making E
Slide 36: Driving Relevance of Ambient Desserts
1 2 3 4 DRIVING RELEVANCE OF AMBIENT DESSERTS WIDER DESSERTS CATEGORY DEMONSTRATES GROWTH INVIGORATE CORE DRIVE NEW USAGE 2 Yr CAGR% 6.1% 5.9% 3.1% 3.2% (2.3%) Ambient Chilled Frozen Tinned Ice Deserts Deserts Deserts Fruit Cream KEY HIGHLIGHTS INNOVATE COMMUNICATE Ambrosia is now a £100m brand
Slide 37: Re-positioning Cake as Everyday Sweet Treat
1 2 3 4 RE-POSITIONING CAKE AS EVERYDAY SWEET TREAT SWEET TREATS CATEGORY INVIGORATE CORE DRIVE NEW USAGE Ambient Cake (£1bn) Focus portfolio and reposition brand to more informal occasions Sweet Treats (£7.4bn) KEY HIGHLIGHTS INNOVATE COMMUNICATE Mr. Kipling has 16.4% share of £954m ambient cake
Slide 38: Similar Approach in Other Categories
1 2 3 4 SIMILAR APPROACH IN OTHER CATEGORIES EASY EATING COOKING SAUCES & ACCOMPANIMENTS Increase penetration to drive new eating occasions Maximise delivery of existing range INVIGORATE CORE DRIVE NEW USAGE INVIGORATE CORE DRIVE NEW USAGE INNOVATE COMMUNICATE INNOVATE COMMUNICATE 38
Slide 39: Support Brands Play an Important Category Role
1 2 3 4 SUPPORT BRANDS PLAY AN IMPORTANT CATEGORY ROLE Cooking Sauces & Flavouring & Ambient Cakes Ambient Desserts Accompaniments Easy Eating Seasonings Stretching brand to compete Competing in all category Tactical offering in value in adjacent categories segments retailers Premium Value Mainstrea
Slide 40: Our Investment Proposition
1 2 3 4 3 OUR INVESTMENT PROPOSITION Focused on growth categories Broad stable of leading brands driving category growth through marketing and innovation Diverse manufacturing processes provide wide scope to innovate Strong capabilities to serve today’s multi-format retail environment Cont
Slide 41: Category Based Manufacturing Base with Multiple Technologies
1 2 3 4 A CATEGORY BASED MANUFACTURING BASE WITH MULTIPLE TECHNOLOGIES AND PACKAGING FORMATS Cans Pots Tetra pak Twin pots Drums Packets Snackpack Flow wrap Pouches PET cartons Jars Sachets A wide variety of different pack types produced across 9 manufacturing sites Flexibility provides a range
Slide 42: Our Investment Proposition
1 2 3 4 3 OUR INVESTMENT PROPOSITION Focused on growth categories Broad stable of leading brands driving category growth through marketing and innovation Diverse manufacturing processes provide wide scope to innovate Strong capabilities to serve today’s multi-format retail environment Cont
Slide 43: Opportunities to Grow in All Channels
1 2 3 4 WE HAVE OPPORTUNITIES TO GROW IN ALL CHANNELS GROWTH Hard Discounters Size £6bn Growth 22.0% 20% Circle size indicates Channel size (£bn) Online Size £5bn 15% Growth 18.9% High St Discounters Size £5bn 10% Growth 11.1% 5% Supermarkets Convenience Size £75bn Size £4bn 0% Growth 1.5% Growth 0.
Slide 44: Well Placed to Serve Multi-Format Retail Environment: Supermarkets, Convenience
1 2 3 4 WELL PLACED TO SERVE MULTI-FORMAT RETAIL ENVIRONMENT SUPERMARKETS CONVENIENCE Good rebuilt relationships with UK retailers Premier’s brands typically over-index in convenience – Additional category captain roles Ability to flex for convenience e.g. case/pack sizes – Joint business plan
Slide 45: Well Placed to Serve Multi-Format Retail Environment: Discounters, Online
1 2 3 4 WELL PLACED TO SERVE MULTI-FORMAT RETAIL ENVIRONMENT DISCOUNTERS ONLINE Discounters growing well ahead of the market £5.2 Billion 23.0% Support brands align to value offering UK Online of UK population Grocery Market currently shop Growth +18.9% online for groceries We over-index in on
Slide 46: Selective International Opportunities
1 2 3 4 SELECTIVE INTERNATIONAL OPPORTUNITIES Tactical approach using distribution partners Utilise existing infrastructure with no capex requirements Target markets with opportunity for UK/Western brands US Australia China 46
Slide 47: Our Investment Proposition
1 2 3 4 3 OUR INVESTMENT PROPOSITION Focused on growth categories Broad stable of leading brands driving category growth through marketing and innovation Diverse manufacturing processes provide wide scope to innovate Strong capabilities to serve today’s multi-format retail environment Cont
Slide 48: Cost Savings Re-invested Behind Brands
1 2 3 4 COST SAVINGS RE-INVESTED BEHIND BRANDS Focus on SG&A reduction… Manufacturing cost reduction1 7.4% 100 5.6% 5.5% 95 89 147 99 83 2011 2012 2013 2011 2012 2013 SG&A (£m) SG&A % Sales …reinvested into consumer marketing 5.8% Cost savings reinvested into consumer marketing 4.7% Significant
Slide 49: Sustained Reduction in Complexity
1 2 3 4 SUSTAINED REDUCTION IN COMPLEXITY SUPPLIER REDUCTIONS 4,000 3,500 Rationalisation of supplier base drives: 3,000 50% 2,500 – Savings through greater economies of scale 2,000 1,500 3,300 – Process improvements that reduce 1,000 2,460 1,660 complexity 500 – Strategic relationship to support
Slide 50: Clear Demonstration of Progress in Reducing Complexity
1 2 3 4 CLEAR DEMONSTRATION OF PROGRESS IN REDUCING COMPLEXITY 2013 Q1 2014 Q4E 1,700 SKUs 1,000 SKUs 250 SKUs 600 SKUs 180 Turnover 530 SKUs Turnover SKUs 600 SKUs 250 SKUs 130 SKUs 160 SKUs Divisional Divisional Contribution Contribution Green SKU count expected to increase from 35% to 53% of to
Slide 51: Working Smarter Throughout the Business
1 2 3 4 WORKING SMARTER THROUGHOUT THE BUSINESS Process alignment – Common Ways of Working Collaboration and Mobility Commercial systems effectiveness inc Business Mobile ‘Apps’ for ‘on the go’ operation Planning & Promotional Management Collaboration tools for agile business All site roll o
Slide 52: Our Investment Proposition
1 2 3 4 OUR INVESTMENT PROPOSITION Focused on growth categories Broad stable of leading brands driving category growth through marketing and innovation Diverse manufacturing processes provide wide scope to innovate Strong capabilities to serve today’s multi-format retail environment Contin
Slide 53: Strong Free Cash Flow Conversion
1 2 3 4 STRONG FREE CASH FLOW CONVERSION Historic Group cash flow 200 178 159 150 147 Leading consumer sector EBITDA margins 73% Provides strong foundation for further organic de- 100 69% leverage Cash flow conversion increased to 73% in 2013 58% Underlying capex broadly in line with deprecia
Slide 54: Our Investment Proposition
1 2 3 4 OUR INVESTMENT PROPOSITION Focused on growth categories Broad stable of leading brands driving category growth through marketing and innovation Diverse manufacturing processes provide wide scope to innovate Strong capabilities to serve today’s multi-format retail environment Contin
Slide 55: Experienced Management Team
1 2 3 4 EXPERIENCED MANAGEMENT TEAM Management & commercial team has vast experience across the consumer industry Gavin Darby Alastair Murray CEO CFO Fresh Top Team Experienced Business Leaders Plc Board members expected to commit approximately £2m of own money to re- capitalisation 55
Slide 56: Medium Term Outlook
1 2 3 4 MEDIUM TERM OUTLOOK Power Brands revenue growth of 2-3%; total Branded revenue growth 1-2% Gross margin to grow ahead of revenue Marketing investment to grow double digit %, funded through continued cost reduction Progressive organic de-leveraging towards 2.5x Net debt / EBITDA Ban
Slide 57: Key Messages
1 2 3 4 5 KEY MESSAGES This is a transformational restructuring that liberates 1 Premier Foods from its past We grew underlying profits in 2013 by 18% and 2 adjusted eps by 64% We have a new and sustainable capital structure, incorporating a 3 landmark agreement with the Pension Schemes We have a ro
Slide 58: Appendix
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Slide 59: Definitions
DEFINITIONS • Results for the year ending 31 December 2013 are presented on an ‘Underlying business’ basis, unless otherwise stated. ‘Underlying business’ excludes the results of previously completed business disposals, Milling (sales only), and strategic contract withdrawals • Trading profit is def
Slide 60: Grocery Division
1 2 3 4 5 GROCERY DIVISION £m 2013 2012 Growth (%) Branded sales 740 739 0.1% Non-branded sales 97 115 (14.9%) Total sales 837 854 (2.0%) Power Brands sales 544 533 2.0% Divisional contribution 197 195 0.6% Grocery Power Brands sales growth slowed in H2 Ambrosia, Bisto and Oxo continued to perfo
Slide 61: Bread Division
1 2 3 4 5 BREAD DIVISION £m 2013 2012 Growth (%) Branded bread sales 346 340 1.9% Non-branded bread sales 99 103 (4.6%) Total bread sales 445 443 0.4% Milling sales 222 191 15.9% Total sales 667 635 5.1% Divisional contribution 31 27 16.7% Hovis branded sales finished year with strong momentum D
Slide 62: Interest
1 2 3 4 5 INTEREST £m 2013 2012 Bank debt interest 25 36 Swap contract interest 7 17 Securitisation interest 4 3 Cash interest 36 56 Amortisation and deferred fees 22 13 Net regular interest 58 69 IAS 39 – fair valuation of financial instruments (12) 10 Write off of financing costs - 11 Other 2 1 Ne
Slide 63: Pensions – Combined UK Schemes
1 2 3 4 5 PENSIONS – COMBINED UK SCHEMES Key IAS 19 assumptions 31 Dec 2013 31 Dec 2012 Scheme Assets (£m) 31 Dec 2013 31 Dec 2012 Discount rate 4.40% 4.45% Equities 300 411 Inflation rate (RPI/CPI) 3.35%/2.35% 3.0%/2.2% Government bonds 516 589 Expected salary increases n/a 3.95% Corporate bonds 38
Slide 64: Balance Sheet
1 2 3 4 5 BALANCE SHEET £m 2013 2012 Fixed Assets – Property, plant & equipment 196 374 Fixed Assets – Intangibles / Goodwill 1,289 1,391 Fixed Assets – Deferred tax 73 72 Total Fixed Assets 1,558 1,837 Assets less liabilities held for sale 25 78 Working Capital Stock 69 116 Debtors 248 299 Creditor
Slide 65: Other Refinancing Terms
1 2 3 4 5 OTHER REFINANCING TERMS Lending Covenant tests Net debt / EBITDA EBITDA / Interest June 2014 5.50x 2.25x December 2014 5.50x 2.25x June 2015 5.25x 2.45x December 2015 5.00x 2.50x June 2016 4.90x 2.55x December 2016 4.60x 2.65x June 2017 4.30x 2.70x December 2017 4.20x 2.75x June 2018 3.85x
Slide 66: Driving Sustainability in Everything We Do
1 2 3 4 5 DRIVING SUSTAINABILITY IN EVERYTHING WE DO Health & nutrition Key highlights • Committed to remove trans fats, lower salt levels, • End-to-end approach to sustainability reduce calories and introduce front-of-pack ‘traffic • Focus on turning external risks to opportunities where light’ lab