Investor Presentation - January 2020 Katie Brine, Director Finance, Investor Relations Phone: 905-238-7124 x2092 Email: ...
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Investor Presentation January 2020 Katie Brine, Director Finance, Investor Relations Phone: 905-238-7124 x2092 Email: katie.brine@sobeys.com
Disclaimers Forward-Looking Information This document contains forward-looking statements which are presented for the purpose of assisting the reader to contextualize Empire Company Limited’s (“Empire” or the “Company”) financial position and understand management’s expectations regarding the Company’s strategic priorities, objectives and plans. These forward-looking statements may not be appropriate for other purposes. Forward-looking statements are identified by words or phrases such as “estimates”, “plans”, “predicts”, “anticipates” and other similar expressions or the negative of these terms. These forward-looking statements include, but are not limited to, the following items: • The Company’s expectations regarding the impact of Project Sunrise, including expected cost savings and efficiencies, the expected timing of the realization of overall and fiscal 2020 in-year incremental benefits, and the expected $50 million overachievement of the initial $500 million target which could be impacted by several factors, including the execution and completion of category resets, time required by the Company to complete the project as well as the factors identified under the heading “Risk Management” in the fiscal 2019 annual Management’s Discussion & Analysis (“MD&A”); • The FreshCo expansion in Western Canada and Farm Boy expansion in Ontario, including the Company’s expectations regarding future operating results and profitability, the amount and timing of expenses, and the number, location, feasibility and timing of construction and conversions, all of which may be impacted by construction schedules and permits, the economic environment and labour relations; • The Company’s plans to purchase for cancellation Non-Voting Class A shares under the normal course issuer bid (“NCIB”) which may be impacted by market and economic conditions, and the results of operations; and • The Company’s expectations regarding the implementation of its online grocery home delivery service which may be impacted by the timing of launching the business, the customer response to the service and the performance of its business partner, Ocado Group plc (“Ocado”). By its nature, forward-looking information requires the Company to make assumptions and is subject to inherent risks, uncertainties and other factors which may cause actual results to differ materially from forward-looking statements made. For more information on risks, uncertainties and assumptions that may impact the Company’s forward-looking statements, please refer to the Company’s materials filed with the Canadian securities regulatory authorities, including the “Risk Management” section of Empire’s fiscal 2019 annual MD&A. Non-GAAP Financial Measures & Financial Metrics There are measures and metrics included in this earnings call presentation, such as adjusted EBITDA, adjusted earnings per share, same-store sales, free cash flow, funded debt and total capital that do not have a standardized meaning under generally accepted accounting principles (“GAAP”) and therefore may not be comparable to similarly titled measures and metrics presented by other publicly traded companies. The Company includes these measures and metrics because it believes certain investors use these measures and metrics as a means of assessing financial performance. For a more complete description of Empire’s non-GAAP measures and metrics, please see Empire’s MD&A for the second quarter ended November 2, 2019. 2
CEO’s Direct Reports Michael Medline President & Chief Executive Officer Pierre Vivek Mike Sarah Michael Simon Sandra Doug Vittoria Mohit St-Laurent Sood Venton Joyce Vels Gagné Sanderson Nathanson Varalli Grover Chief Operating Related Discount E-commerce Chief Human Marketing General Counsel Sustainability, Innovation & Officer, Businesses Format Financial Resources & Corporate Chief of Staff, Strategy Full Service Officer Secretary Office of the CEO 3
Empire Company Limited – Who are we? • Canadian company headquartered in Stellarton, Quick Facts – Empire¹ Nova Scotia. Share price (CAN$)² $31.10 • Food retailing and related real estate through wholly owned subsidiary Sobeys Inc. and a 41.5% equity 52-Week High² $37.43 accounted interest in Crombie REIT. 52-Week Low² $27.61 • Empire is a national Canadian grocery retailer, Shares outstanding (diluted) 272.4M serving the food shopping needs of Canadians under retail banners that include Sobeys, Safeway, IGA, Quarterly dividend $0.12 Foodland, FreshCo, Thrifty Foods, Farm Boy and Number of Stores³ > 1,500 Lawtons Drugs. Number of Retail fuel locations > 350 • In addition to food retail we are: Employees ~123,000 • Pharmacy retailers with in-store pharmacy banners and free-standing locations through Total Square footage ~40.0 M Lawton’s Drug Stores; Communities served > 900 • Wholesalers, distributing to our corporate and ¹As at Q2, Fiscal 2020 (November 2, 2019) unless noted franchised stores and over 8,000 retail stores otherwise and independent wholesale accounts; and ²As of January 23, 2020 ³See http://corporate.sobeys.com/at-a-glance/ for details of • Owner and operator of fuel and convenience stores per banner and location and slide 14 for a map stores, and liquor operations. 4
Key Achievements – Last twelve months January 2019 • Progress with B.C. labour decision enabled Empire to move forward with Discount expansion strategy in B.C. April • Opened first Western Canada FreshCo store in in Mission B.C. May • Unveiled Voilà by Sobeys and Voilà par IGA – the name and brand for the Company’s online grocery home delivery service for the Greater Toronto Area, Ottawa and major cities in the province of Quebec • Announced Innovation leadership June • Announced full year results reflecting fourth consecutive quarter of growth • Project Sunrise exceeded targets for fiscal 2019 – achieved $200 million of incremental savings in fiscal 2019, and increased total savings target to $550 million • Annual dividend per share increased 9% to $0.48 • Capital investment program for fiscal 2020 expected to be $600 million • Announced intent to repurchase approximately $100 million of Non-Voting Class A shares (“Class A shares”) July • With announcement of additional FreshCo store investments in Western Canada, one-third (22) of Western FreshCo locations confirmed • DBRS Upgrades Ratings on Sobeys Inc. to BBB (low) and changes trend to Stable; S&P revises outlook to Positive October • Sobeys pilots Smart Cart, the first intelligent grocery shopping cart • Sobeys Inc. diverts 720,000 plastic bags from landfill to make waterfront benches and picnic tables for public spaces along Atlantic Canadian shores November • Sobeys Inc. diverts plastic from landfills with cutting-edge parking lot at Timberlea store December • Empire’s family of brands rolls out Sensory Friendly Shopping to more than 450 stores across the country • Farm Boy market growth accelerates with 10 new Ontario locations announced • Announced second quarter results • Same-store sales excluding fuel increased by 2.0% • Adjusted earnings per share of $0.58 compared to $0.40 last year • 11 FreshCo locations opened in British Columbia and Manitoba in calendar 2019 • At December 11, 2019, repurchased 1,769,184 Class A shares, fiscal year to date, for a total consideration of $62.0 million 2020 January • NCIB reached $100 million • Sobeys banner to remove all plastic grocery bags by the end of the month. This will remove 225 million plastic grocery bags from circulation at Sobeys’ 255 locations across Canada each year. 5
Strategic Focus Reset our Bolster our Win in our Enhance Fill the Urban Invest in Foundation Brand Stores Discount Gap Innovation Successful Strengthen the Improve service Expand discount Launch home Leverage digital completion of emotional and offering in to Western delivery and and data to Sunrise by end connection to our conventional Canada and rapidly grow the accelerate of fiscal 2020. our banner stores. refine our number of Farm growth. brands. FreshCo model. Boy stores. 6
Project Sunrise Update In the fourth quarter of fiscal 2017, the Company launched Project Sunrise, a comprehensive, three year transformation initiative intended to simplify organizational structures and reduce costs. The initiative is now expected to generate at least $550 million in annualized benefits by the end of fiscal 2020. 1) Organizational realignment – from a regional to a national structure, is complete. 2) Operational efficiencies – store operations, labour standards and other operational process initiatives continue to progress as planned, with increased benefits achieved in fiscal 2019 and planned for 2020. 3) Cost of goods sold – harmonization of costs with suppliers; more competitive net acquisition costs achieved; category resets are providing an improved, simplified and in some cases more innovative assortment for customers. Financial benefits from Phases one and two largely impacted selling and administrative expenses. Phase three financial benefits will be reflected mostly in gross margin expansion. As at Q2 F20, Project Sunrise is on track. Approximate In-Year Year Achieved Through Savings break-down ($M) Organizational design, indirect sourcing cost reductions and improvements in store 1 F2018 (completed) ~100 operations. 2 F2019 (completed) ~200 Initial rollout of category resets, continued cost reductions and operational improvements. Completion of category resets rollout, continued cost reductions and operational 3 F2020 (expected) ~250 improvements. Total ~550 Initial Target (set May 2017) 500 Expected to exceed by ~50 7
Project Sunrise Update Significant improvement in Empire’s key metrics since the launch of Project Sunrise. Fiscal 2019 2017 Change 52 weeks 52 weeks +/- 4-May-19¹ 6-May-17 Sales $25,142.0 $23,806.2 + 5.6% Same-store sales, excluding fuel 4.3% 3.3% + 100 bps Gross margin 24.2% 24.0% + 20 bps Adjusted EBITDA $1,076.2 $769.9 + 39.8% Adjusted EBITDA margin 4.3% 3.3% + 100 bps Selling and Administrative margin (adjusted)² 22.1% 22.9% - 80 bps Adjusted EPS $1.50 $0.70 + 114.3% $26 Sales ($B) $1,400 Adjusted EBITDA ($M) $2.00 Adjusted EPS ($/share) $25 $1,200 +11.8% CAGR +1.8% CAGR³ $1,000 $1.50 +28.9% CAGR $25 $800 $1.00 $24 $600 $400 $0.50 $24 $200 $23 $0 $0.00 2017 2018 2019 2017 2018 2019 2017 2018 2019 ¹ Empire’s results for the fiscal year ended May 4, 2019 include Farm Boy operations as of December 10, 2018. ² Selling and Administrative costs, excluding the impact from adjustments made to operating income during the fiscal year. See Empire’s fiscal 2019 MD&A. ³ Compound annual growth rate. 8
Farm Boy Acquisition Advances Ontario Strategy, Accelerating Ontario Presence and GTA Growth • Farm Boy acquired on December 10th, 2018. • Farm Boy contributed to Company results for 21 weeks of fiscal 2019; sales of $212.7 million and net earnings of $7.9 million. • For fiscal 2020, the Company expects to spend approximately $70 million in capital for the expansion of the Farm Boy store network in Ontario. • Since the acquisition, the Company has opened three new Farm Boy stores in Ontario. Seven further stores will open in calendar 2020 and two more in 2021. • Farm Boy Private Label will be part of the Voilà e-commerce offering when Farm Boy Stores acquired Farm Boy Stores opened it launches in Spring 2020. Farm Boy Stores announced to open Existing Farm Boy Distribution Centre Announced Farm Boy Distribution Centre Opening Note – For further company and transaction information, please see Appendix A 9
Ocado Solutions With more than 15 years at the forefront of innovation and success in grocery ecommerce, Ocado will partner exclusively in Canada with Sobeys on our end-to-end e-commerce solution. Key facts: • Canadian online grocery market is growing 30%+ per year • Greater Toronto Area Customer Fulfilment Centre (“CFC”) complete in 2 years • Soft launch in Spring 2020 Ocado by the numbers*: • 99% order accuracy • 95% delivery punctuality • 0.7% product waste • 318,000 orders a week (average) • 741,000 active customers *Per Ocado Group’s 2019 Half Year Report This is a link to a video showing the Ocado’s Andover facility. https://youtu.be/EeMTZd68fOU 10
Financial Results – Annual Fiscal F2019 F2018 F2017 F2016 52 weeks 52 weeks 52 weeks 53 weeks 4-May-19¹ 5-May-18 6-May-17 7-May-16 Sales $25,142.0 $24,214.6 $23,806.2 $24,618.8 Same store sales growth (decline), excluding fuel 2.7% 0.5% (2.2)% 0.3% Inflation (deflation) at quarter end – internal 2.2% 0.8% (1.9)% 2.2% Gross profit $6,083.6 $5,900.5 $5,707.2 $5,957.6 Gross margin 24.2% 24.4% 24.0% 24.2% Adjusted EBITDA $1,076.2 $1,014.7 $796.9 $1,161.4 Adjusted EBITDA margin 4.3% 4.2% 3.3% 4.7% Adjusted earnings per share $1.50 $1.27 $0.70 $1.50 Free cash flow ² $540.7 $808.9 $619.7 $367.3 Capital expenditures $434.6 $288.0 $514.5 $672.0 Dividends per share $0.44 $0.42 $0.41 $0.40 Share price $29.94 $25.01 $21.50 $21.09 ¹ Empire’s results for the fiscal year ended May 4, 2019 include Farm Boy operations as of December 10, 2018. All metrics, including same-store sales, include the consolidation of Farm Boy operations ² The Company revised the definition of free cash flow in Q4 F19 as cash flows from operating activities, plus proceeds on disposal of property, equipment and investment property, less acquisitions of property, equipment, investment property and intangibles. All amounts in the chart have been restated to reflect the new definition. 11
Financial Results – 12 Quarter Review Fiscal Fiscal Fiscal Fiscal 2020(2)(3) 2019 2018 2017 (4) Q2 F20 Q1 F20 Q4 F19 Q3 F19 Q2 F19 Q1 F19 Q4 F18 Q3 F18 Q2 F18 Q1 F18 Q4 F17 Q3 F17 Nov. 2 Aug. 3 May 4 Feb. 2 Nov. 3 Aug. 4 May 5, Feb. 3, Nov. 4, Aug. 5, May 6, Feb. 4, 2019 2019 2019 2019 2018 2018 2018 2018 2017 2017 2017 2017 Sales $6,436.5 $6,744.1 $6,220.4 $6,247.3 $6,214.0 $6,460.3 $5,886.1 $6,029.2 $6,026.1 $6,273.2 $5,798.9 $5,889.8 Same store sales, excluding fuel 2.0% 2.4% 3.8% 3.3% 2.5% 1.3% 0.0% 1.1% 0.4% 0.5% (1.6)% (3.7)% Inflation (deflation) – internal 2.4% 3.0% 2.2% 1.8% 1.3% 0.0% 0.8% 1.6% 0.7% 0.5% (1.9)% (2.2)% Gross profit $1,595.7 $1,660.4 $1,577.5 $1,511.7 $1,482.1 $1,512.3 $1,451.3 $1,444.7 $1,473.5 $1,531.0 $1,420.9 $1,394.8 Gross margin 24.8% 24.6% 25.4% 24.2% 23.9% 23.4% 24.7% 24.0% 24.5% 24.4% 24.5% 23.7% Adjusted EBITDA $477.7 $460.0 $300.1 $218.3 $279.1 $278.7 $240.4 $253.3 $242.2 $278.8 $193.9 $178.7 Adjusted EBITDA margin 7.4% 6.8% 4.8% 3.5% 4.5% 4.3% 4.1% 4.2% 4.0% 4.4% 3.3% 3.0% Adjusted EBITDA margin (Pre-IFRS 16) 5.4% 4.9% 4.8% 3.5% 4.5% 4.3% 4.1% 4.2% 4.0% 4.4% 3.3% 3.0% Adjusted EPS $0.58 $0.49 $0.46 $0.27 $0.40 $0.37 $0.35 $0.33 $0.27 $0.32 $0.18 $0.13 (1) Free cash flow $28.7 $224.2 $175.6 $179.2 $58.4 $127.5 $342.7 $248.4 $111.2 $106.6 $150.7 $15.5 Capital expenditures $196.0 $91.4 $227.1 $86.5 $73.4 $47.6 $84.0 $70.9 $58.5 $74.6 $111.9 $96.3 Dividends per share $0.12 $0.12 $0.11 $0.11 $0.11 $0.11 $0.105 $0.105 $0.105 $0.105 $0.1025 $0.1025 Share price $34.42 $35.52 $29.94 $29.75 $23.43 $26.12 $25.01 $23.31 $23.73 $20.39 $21.50 $16.24 1 Amounts have been restated to be consistent with the pre-IFRS 16 definitions. See “Non-GAAP Financial Measures & Financial metrics" section of Empire’s News Release for the second quarter ended November 2, 2019. 2 In Q1 F20, the Company expensed $21 million in closure and conversion costs. These costs relate to the announced conversion of ten Safeway locations to FreshCo stores and the conversion of two Company locations to Farm Boy stores that were announced in Q1 F20. Of the $21 million, $3.7 million was reversed in the Q2 F20. 3 Certain financial metrics were impacted by the implementation of IFRS 16 in the Q1 F20. See Appendix C for additional details. 4 Q3 F19 results include $45 million in costs related to the B.C. labour buyouts and FreshCo conversion store closures which impacted selling and administrative costs. Of the $45 million, $6.1 million was reversed in Q2 F20. 12
Appendices A – E
Appendix A Geographic Profile National scale and presence, operating over 1,900 stores in 10 provinces. Total Canada = 1,959 1 West Atlantic 414 461 47 102 227 38 362 722 95 33 Ontario Quebec 119 214 1 Please refer to Empire’s Annual Information Form for the fiscal year ended May 4, 2019 for more information on Sobeys’ Geographic and Banner Profile. 14
Appendix B Farm Boy – Company Overview ▪ Founded in 1981, Farm Boy Inc., (“Farm Boy”) is an Ontario- based retail grocer that has a focus on high quality and locally- sourced meat and produce and offers a wide range of exceptional private label and prepared foods and renowned customer service ▪ Farm Boy is led by Jean-Louis Bellemare (founder and co-CEO) and Jeff York (co-CEO), both are continuing their leadership roles with Farm Boy ▪ Farm Boy operates a unique and compelling brand that resonates with Canadians and has a passionate and loyal customer base ▪ Scalable platform with infrastructure in place to support future long-term growth ▪ Over the last 5 years, Farm Boy has approximately doubled store count and delivered strong revenue, EBITDA and free cash flow growth ▪ Today, Farm Boy has 29 stores with defined plans for continued expansion into the GTA 15
Farm Boy – Key Investment Highlights ✓1 Aligned with Empire’s Strategic Priorities ✓2 Leading Specialty Food Retailer with Strong Brand Loyalty ✓3 Attractive, Scalable Platform Primed for Growth ✓4 Enhances Presence in Urban Markets with Established, Well-Known Brand in Ontario ✓5 Exceptional Private Label Offering ✓6 Retention of Strong and Driven Management Team 16
Farm Boy – Transaction Overview ▪ Empire, through a subsidiary, signed an agreement on September 24, 2018, to acquire the business of Farm Boy for a total purchase price of $800 million; transaction closed on December 10, 2018 Purchase ▪ Farm Boy is set up as a separate company within Empire’s structure Price & Timing ▪ Farm Boy’s Co-CEOs, together with members of their senior management team, have reinvested for a 12% interest of the continuing Farm Boy business ▪ Accretive to adjusted earnings per share and operating cash flow per share in the first full fiscal year after closing ▪ Empire’s fourth quarter of fiscal 2019 was the first full quarter including contributions from Farm Boy ▪ Empire’s fiscal year 2020 will be the first year including a full year of contributions from Farm Boy Financial ▪ Historical EBITDA CAGR of 21% with compelling EBITDA margin profile(1) Profile ▪ Plan to double store count, sales and EBITDA in the next 5 years ▪ Free cash flow generation sufficient to self-fund growth ▪ Three year average same-store sales growth of 5.3%(2) ▪ The acquisition was financed through a combination of cash on hand and a new $400 million senior, unsecured, non- Financial revolving two-year credit facility Flexibility ▪ Rapid deleveraging profile (1) For the period from FY2014 through the 52 weeks ended July 14, 2018 (2) FY2015 through FY2017. 17
Appendix C IFRS 16 Update IFRS 16 OVERVIEW • IFRS 16 intends to align the presentation of leased assets more closely to owned assets. • Impact of the standard has been reflected in the financial statements for the second quarter and year-to-date of fiscal 2020. • This standard will not impact Empire's strategy, business operations, or cash flow generation. • The adoption of IFRS 16 had a material impact on balance sheet classifications. • The Company expects that the adoption of IFRS 16 will not have a material impact on fiscal 2020 EPS. INCOME STATEMENT IMPACT BALANCE SHEET IMPACT 13 Weeks Ended Adjustments to opening balances resulting from the initial adoption of IFRS 16: ($ in millions, except Aug. 3, Nov. Nov. 2, Aug. 4, 3, Impact of Change Change As at May 5, 2019 ($ in millions) per share amounts) 2019 2018 IFRS 16(1) (excl. IFRS 16) Asset increase (decrease): EBITDA $460.0 $477.7 $278.7 $276.1 $181.3 $201.6 $129.0 $133.2 $52.3 $68.4 Prepaid expenses $(43.4) Adjusted EBITDA Adjusted EBITDA $460.0 $477.7 $278.7 $279.1 $181.3 $198.6 $129.0 $133.2 $52.3 $65.4 6.8% 4.3% 2.5% 1.9% 0.6% Current loans and other receivables 53.6 EBITDA EBITDA margin margin 7.4% 4.4% 3.0% 2.1% 0.9% Finance $71.7 $23.1 $48.6 $46.3 $2.3 Non-current loans and other receivables 519.0 Finance costs, costs, net net $69.9 $22.7 $47.2 $47.2 - Other assets (7.3) Net earnings Net earnings(2) $130.6 $154.6 $95.6 $103.8 $35.0 $50.8 $(0.9) $0.8 $35.9 $50.0 Adjusted $133.9 $100.2 $33.7 $(2.0) $35.7 Property and equipment (22.3) Adjusted net net earnings earnings(2) $158.0 $110.4 $47.6 $(0.3) $47.9 Right-of-use assets 3,800.7 Adjusted EPS (fully diluted) $0.49 $0.37 $0.12 $(0.01) $0.13 Adjusted EPS (fully diluted) $0.58 $0.40 $0.18 - $0.18 Intangibles (126.7) 26 Weeks Ended Deferred tax assets 127.3 Nov. 2, Nov. 3, Total assets $4,300.9 ($ in millions, except Change Impact of Change 2019 2018 Liabilities and equity (increase) decrease: per share amounts) IFRS 16(1) (excl. IFRS 16) Current provisions $7.4 EBITDA $937.7 $554.8 $382.9 $262.2 $120.7 Long-term debt due within one year 6.5 Adjusted EBITDA $937.7 $557.8 $379.9 $262.2 $117.7 Lease liabilities due within one year (424.4) EBITDA margin 7.1% 4.4% 2.7% 2.0% 0.7% Long-term provisions 23.7 Finance costs, net $141.6 $45.8 $95.8 $93.5 $2.3 Long-term debt 22.6 Net earnings(2) $285.2 $199.4 $85.8 $(0.1) $85.9 Long-term lease liabilities (4,569.6) Adjusted net earnings(2) $291.9 $210.6 $81.3 $(2.3) $83.6 Other long-term liabilities 164.4 Adjusted EPS (fully diluted) $1.07 $0.77 $0.30 $(0.01) $0.31 Deferred tax liabilities 36.5 (1) Reflects the impact of changing accounting standards from IAS 17 to IFRS 16 in the first quarter of fiscal 2020, Retained earnings 432.0 including the second quarter and year-to-date add backs of $3.5 million and $7.0 million ($2.6 million and $5.1 Total liabilities and equity $(4,300.9) million after tax), respectively, in historical straight-line expense under IAS 17. (2) Net of non-controlling interest. 18
Appendix D FreshCo 2.0 19
FreshCo 2.0 20
Appendix E Voilà – Canada’s best online grocery home delivery service Voilà by Sobeys promises to help Canadians stay one step ahead of their busy lives. Key Facts: • Powered by Ocado’s world-leading online grocery engine, Voilà by Sobeys will offer an expansive product selection of up to 39,000 products, including high quality fresh produce, at prices comparable to Sobeys and IGA. • Construction of CFC in Vaughan, Ontario is on track to roll out testing and soft launch in the GTA in late Spring 2020. • Ocado is building the grid in the ambient & chilled portions of the warehouse • On-boarding suppliers in process • Finalizing assortment • Currently testing robots on the grid • Delivery trucks are ordered and arriving • Team on-boarding ongoing • Second CFC announced to open in Montreal in 2021, serving major cities in Quebec and the Ottawa Area. • Empire has partnered with Crombie REIT to develop the second CFC in Montreal. 21
Voilà by Sobeys – Vaughan CFC Inside View - Vaughn CFC Outside View – Vaugh CFC View of grid construction at Vaughan CFC Ocado’s live CFC in Erith, UK 22
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