Refresco world s largest independent bottler for retailers and A-brands

Transcription

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

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 on 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

3 Today s presenter 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 3

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

5 Refresco today TB 5

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

7 With an 18 year track record of accelerated growth First step into North America Acquisition of Cott s bottling activities PAI & BCI enter to fuel next stage of growth 2013 Public listing Euronext Amsterdam 2007 Merger Gerber Emig Refresco established through a MBO from a major Dutch dairy group European expansion First steps in contract manufacturing Buy & Build More than 20 companies in 15 years 7

8 The world s largest independent bottler for retailers and A-brands Leadership positions In Europe and North America TB Proforma Volume 2017 Proforma Revenue 2017 Proforma synergies adj. EBITDA 2017* People & Facilities 11.0 bn liters 3.7 bn 392 m 9,500 people 57 locations 12 countries * Including run-rate synergies achievable within the first 18 months and full year results of Cott s bottling activities. 8

9 ..with a well balanced volume split across geographies & products Leadership positions In Europe and North America TB Proforma 2017 volume by channel Proforma 2017 volume by geography Proforma 2017 volume by product Contract manufacturing 30% Retailer brands 70% UK 14% North America 37% Energy/Sport drinks 7% Still drinks 9% RTD tea 11% Other 4% CSD 28% Europe 63% Juices 20% Water 21% 9

10 Our 59 facilities are strategically located to service customers in North America and Europe Canada North America 26 EUROPE 31 United States Mexico 10

11 Governance and latest results 11

12 Ownership and Group structure Management 2% PAI 63% BCI 35% Sunshine Equity B.V. Sunshine Top B.V. Reporting entity Sunshine Holding B.V. Sunshine Mid B.V. Sunshine Investments B.V. (BidCo) 99.4% Senior Notes 445mm Term Loan Facilities 1,975mm equiv. Revolving Credit Facility 200mm Refresco Group B.V. 1 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. 12

13 Key financials Q2 and YTD 2018 In millions of unless stated otherwise, Unaudited Q Q YTD 2018 YTD 2017 Volume (millions of liters) 3,040 2,052 5,313 3,726 Revenue 1, ,810 1,166 Gross profit margin Gross profit margin per liter (euro cents) EBITDA Adjusted EBITDA Net profit/(loss) (24) 27 (64) 33 Adjusted net profit/(loss) Net debt 2, The YTD 2018 financial information comprises the financial information of Refresco Group N.V. for the period 1 January March 31, 2018 and the financial information of Sunshine Top B.V for the period April 1, June 30, 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,

14 Gross profit margin per liter Gross margin per liter (in euro cents) 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% Q Q

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 Q Q HY 2018 HY 2017 Operating profit D&A and impairment EBITDA One-off costs Adjusted EBITDA Breakdown of one-off costs In millions of Unaudited HY 2018 Transaction cost 1 46 PPA (non-cash) 12 Integration cost 5 Other 2 65 Adjusted net profit The transaction cost is related to the acquisition of Cott s bottling activities and the acquisition of Refresco by PAI and BCI. 15

16 Net debt as of June 30, 2018 In millions of Amount Cash and cash equivalents (160) Senior notes (EUR) 445 Revolving Credit Facility ( 200million) 1 90 Net debt amounted to 2,436 million as of June 30, 2018 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 and on EUR/GBP FX rate of as of June 30,

17 Integration of Cott s bottling activities 17

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 opportunities Further diversification of customer base 5 Uniquely positioned to tap into several growth opportunities 18

19 Track record of synergy realisation from acquisitions - Significant value creation opportunity from Cott s bottling activities Run rate synergies (in % of 2017 Cott TB revenue mm) Envisaged synergy sources Synergy sources Management Ambition Procurement 2.3% - 34mm Operations 35% Operations 1.5% - 22mm Procurement 54% Overhead 0.5% - 7mm Total run-rate 4.3% - 63mm 1 (over 3 years) Overheads 11% Commercial Upside 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 19

20 Integration is well on track in the first five months Integration in North America started immediately after completion of the acquisition on January 30 UK integration commenced on April 3 after the green light from the UK Competition and Markets Authority Synergy realization 100% 95% 60% 30% Year 1 Year 2 Year 3 Year 4 Expected implementation costs ( mm) Integration Capex Total Year 1 Year 2 Year 3 20

21 Summary 21

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 H First synergies are starting to flow into the results Attractive market dynamics 22

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24 Appendix: Reconciliation from operating profit to adjusted net profit In millions of, Unaudited Q Q YTD 2018 YTD 2017 Operating profit 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 One off cost Finance cost (3) 42 Tax effect on one off costs (13) - (27) - Adjusted net profit