RPC GROUP PLC 2018 / 19 INTERIM RESULTS - 28 November 2018
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RPC – THE ESSENTIAL INGREDIENT RPC GROUP PLC 2018 / 19 INTERIM RESULTS 28 November 2018 1 © 2018 RPC Group Plc. All Rights Reserved.
First half year highlights 2018 / 19 Adjusted operating profit and statutory Healthy innovation pipeline with profit (after tax) ahead of last year with sustainability and e-commerce trends good organic profit growth providing opportunities Bolt-on acquisitions of PLASgran and Robust cash flow performance with Nordfolien completed; Letica significant investment in growth projects Foodservice (paper) sold Continued underlying organic growth at Returned £99m to shareholders through 3.2% with significant growth again in share buyback and dividend (26th China consecutive year of growth) 2 Good overall progress made on Vision 2020 strategy
AGENDA 1. Business overview Organic growth Sustainability Product development M&A 2. Financial Review 3. Summary and Outlook 3
Organic growth In the first six months of 2018 / 19 Overall organic growth of 3.2% reflecting improved activity levels in both the packaging and non-packaging markets Significant growth in China and US with more moderate growth in Europe Ongoing investment in innovation capabilities and manufacturing footprint driving a healthy pipeline going forward 5 Continuing to deliver GDP+ growth
Organic growth Segmental development Food Non-food Technical Components £553m H1 18 / 19 £501m H1 18 / 19 £315m H1 18 / 19 +1.9% Organic growth +2.8% Organic growth +7.3% Organic growth Key developments Key developments Key developments RPC: good overall growth moderated RPC: strong growth in tobacco sector RPC: strong tool sales accompanied by the hot summer impacting partially offset by weaker agrochemical by growth in roto moulded products, agricultural film sales sales waste management and specialist automotive products (China) Market: important growth drivers are Market: growth driven by innovation in minimising food waste with sustainable product design in the various market Market: good growth markets for designs gaining importance segments specialist automotive components and waste management systems Outlook: ongoing growth with Outlook: continued growth in sustainability trends creating higher innovative product areas whilst Outlook: good growth in the various added value opportunities focusing on margin enhancement in higher added value platforms, more mature market segments particularly with the focus on new waste management systems in Europe 6
Organic growth Segmental development (continued) Personal Care Beverage Healthcare £246m H1 18 / 19 £191m H1 18 / 19 £86m H1 18 / 19 +4.2% Organic growth (0.3)% Organic growth +4.3% Organic growth Key developments Key developments Key developments RPC: increased activity levels in both RPC: coffee capsules back to growth RPC: increased growth as new US and China driving good growth tempered by weaker vending sales and products sales start to accelerate customer delays in the roll-out of the Market: key to growth are excellence sport caps and CSD lite closures Market: dry powder inhalant devices in design & engineering and set for longer term growth particularly globalisation Market: growing demand for higher in Western markets added value closures and single serve Outlook: well positioned for further beverage capsules Outlook: good growth prospects due growth through the leveraging of to the enhanced healthcare platform RPC’s global platform and innovative Outlook: good growth in single serve following the Plastiape acquisition product portfolio beverage systems, Wave Grip and higher added value closures 7
Sustainability Regulatory update • October 2018 UK Government announced a consultation to introduce a tax on any plastic packaging RPC works proactively with the relevant with less than 30% recycled content policy makers, authorities and industry bodies. Through the British Plastics • October 2018 EU Parliament approves a directive on Federation, RPC is involved with the single use plastics. Targets a reduction in marine litter through better control of and charges on single use UK Plastics Pact which has set plastics ambitious targets for increased recycling • August 2018 UK Treasury publishes responses to its call for evidence; use tax to increase demand of recycled plastics, encourage design led sustainability, consult on the banning of plastic-stemmed cotton buds, plastic coffee stirrers and plastic straws Although we await the final directive • April 2018 UK Government announced a consultation on the ban of plastic straws and cotton buds in the UK RPC does not manufacture any of the items that are expected to be banned • March 2018, UK Government announced a consultation on a deposit return scheme for England 9 Sustainability focus is an opportunity for RPC
Sustainability An opportunity for RPC Innovative design solutions On-site recycling facilities Recycled and sustainable • Recycled content, recyclability, input polymers • Acquired PLASgran, a best-in- reuse are fast becoming a pre- class UK based plastic waste • Making products incorporating requisite as the legislative recycler, in August 2018 recycled materials and products landscape moves towards these things being a legal requirement • RPC bpi is a leading recycler of made from biopolymers • RPC uniquely placed to help flexible plastics closing the end of • Working with major material customers given its design and life loop in agricultural, commercial suppliers to incorporate more engineering capabilities and industrial solutions recycled content in our products • Anticipate more sustainable • ESE growing through the need to • Continuing to develop ideas such designs but not a move back to enhance waste management to as coffee capsules made from 10 other materials given plastics increase recycling as well as avoid compostable polymer unique advantages litter and plastic leakage into the environment
Business overview: Product development 11
Product development: investment in innovation A suite of new sustainable products 12 Commercialising new products with high sustainability profiles
Selected product development Nano fibers CSD Lite Development of next Patented development of generation plastics with a ultra-light CSD caps. 20% wide range of benefits lighter without any reduction suitable for many applications in performance Award winning sports caps1 WaveGrip Combines functionality and Multi-packing solution for the reusability with product safety. global beverage market. 180 degree hinge that is easy Available for both aluminium to open with integrated cans and PET bottles with tamper evidence which also advanced, state of the art reduces plastic waste automation solutions 13 1 Sustainable Plastic Packaging Awards November 2018: PackTheFuture
Selected product development (continued) Roll-on ball PET Conversion Development of best- Disruptive technology in-class component enabling conversion to supported by in-house plastic for niche technology innovation applications across consumer and industrial markets Booster S Vessel Next generation trigger Potential disruptive spray with patented innovation for active pump system, ingredients that applicable for foams preserves active and fluids. Compatible ingredients until the with many existing moment of 14 ranges consumption
Product development Circular economy trends in Europe driving opportunities for ESE • ESE has more than 25 years experience in the use of recycled materials • ESE has targeted products manufactured with 100% recycled material • Markets growth driven by the need to enhance waste management to avoid litter and plastic leakage into the environment • Enhanced product range through having roto moulding capabilities within the Group 15 Growth of recycled content
Product development Capital expenditure supporting future growth Examples of capital expenditure in period Greenfield extension of China manufacturing footprint currently at near full capacity Global project supporting products for Johnson & Johnson’s baby brand Launch of patented innovative trigger spray: Booster S Expansion of high added value film capacity in Western Europe Expansion of capacity in North America for personal care products Continued global roll-out of sports cap closures and CSD Lite 16 Growing our customer proposition and increasing manufacturing capacity
M&A: A disciplined approach 17
M&A: A disciplined approach PLASgran acquisition: sustainability focused • Fast growing and leading UK plastic waste recycler, specialising in compounding of rigid plastics • Focused on added value solutions – enabling lower grade feedstock to be compounded and upcycled to displace virgin quality materials • Enables RPC to offer customers the option to incorporate recycled materials into products • Synergies available through capturing and processing RPC’s own rigid scrap volumes • Closing the recycling loop at an attractive price 18 RPC is a leading recycler in Europe with sales of > £100m* * Includes existing sales of recycled plastic films
M&A: A disciplined approach Nordfolien acquisition: geographic expansion for flexibles • Specialist in flexible industrial packaging serving the construction, chemicals, horticultural and industrial food sectors • Two well invested manufacturing locations, in Germany and Poland • Strategic extension of bpi indupac SBU into both Western and Eastern Europe 19 Consolidating an added value films segment in Europe
M&A: A disciplined approach Non core business update Businesses for sale Key rationale for sale Status • Letica Foodservice (US) • Primarily paper based business • Sold for $95m • Spirits closures • Primarily metal based business • Process advanced • European IM# automotive business • Sub scale market share • Process started Packaging* Non-packaging* Existing Non-core Existing Non-core business businesses business businesses £3,019.0m £139.6m £519.4m £69.7m 20 # injection moulding *In FY 2017 / 18
Financial Overview 21
Income statement – continuing operations H1 2018 / 19 H1 2017 / 18 FY 2017 / 18 £m % £m % Δ £m % Revenue 1,892.0 1,770.0 6.9% 3,538.4 Adjusted operating profit 214.3 11.3 208.7 11.8 2.7% 414.3 11.7 Adjusted interest charge (25.8) (15.7) (64.3)% (35.9) Adjusted profit before tax 188.9 10.0 193.5 10.9 (2.4)% 379.1 10.7 Adjusting items (4.5) (6.4) 29.7% (15.1) Amortisation of acquired intangible assets (25.5) (24.8) (2.8)% (49.6) Adjusting net financing costs (4.5) (0.6) (650)% (3.5) Taxation (35.3) (44.1) 20.0% (63.7) Profit after tax 119.1 117.6 1.3% 247.2 Adjusted basic earnings per share 35.4p 35.0p 1.1% 69.7p Statutory earnings per share 28.9p 28.4p 1.8% 60.0p Return on capital employed % 14.7% 15.3% (60)bps 14.9% 22
Continuing operations revenue bridge (£m) 3.2% 59 12 60 (9) Impact FX translation Polymer price Net acquisitions Organic growth (prior year revenue)* 1,770 1,773 1,892 Revenue Underlying Revenue H1 2017 / 18 revenue H1 2018 / 19 H1 2017 / 18 23 Organic growth * Includes FX translation loss of £(1)m
Continuing operations adjusted operating profit bridge (£m) £12m profit improvement 32 (20) (1) 2 (8) 209 214 200 Adjusted FX Polymer Underlying Net Business Cost inflation Adjusted operating translation pass through operating acquisitions improvement operating profit variance profit (prior year profit H1 2017 / 18 H1 2017 / 18 profit) H1 2018 / 19 24
Polymer price changes passed through to the customer base Adverse £10m polymer passthrough time lag in H1 € PER TONNE: average of Platts / ICIS indices £ PER TONNE: average of Platts / ICIS indices 1,750 Mainland Europe 1,400 UK 1,650 1,300 impacted by weakened sterling 1,550 1,200 1,450 1,100 1,350 1,000 1,250 900 1,150 1,050 800 Mar 14 Sep 14 Mar 15 Sep 15 Mar 16 Sep 16 Mar 17 Sep 17 Mar 18 Sep 18 Mar 14 Sep 14 Mar 15 Sep 15 Mar 16 Sep 16 Mar 17 Sep 17 Mar 18 Sep 18 PP HOMO HDPE BM $ PER TONNE: per IHS • Polymer pass-through mechanisms in place (based on c. 65 2,400 US indices) albeit with a time lag 2,200 • Proactive raw material stock and purchase contract 2,000 management mitigating the pass through time lag effect 1,800 • Flexibility in purchasing various polymer grades for similar 1,600 applications 1,400 • Purchase more than 1,000 different grades of polymer resin 1,200 Pass through time lag impact Mar 14 Sep 14 Mar 15 Sep 15 Mar 16 Sep 16 Mar 17 Sep 17 Mar 18 Sep 18 £ million FY14/15 FY 15/16 FY 16/17 FY 17/18 HY 18/19 25 P&L impact 9 11 (3) (9) (10)
Underlying cash generation - continuing businesses Interims Finals £ million 2018 / 19 2017 / 18 2017 / 18 • Ongoing investment in growth; total capex Adjusted EBITDA 299 287 574 to sales of 5.7% (Capex / depreciation of Working capital (7) 24 (26) 1.3x) Net capex (100) (103) (233) • Working capital investment in period Other* (2) (1) (1) supporting added value growth Operating cash flow 190 207 314 • Seasonal reduction in agricultural stock Net interest & tax (47) (40) (96) • Working capital is at 6.5% of sales, in line with the 2017/18 year-end Free cash flow 143 167 218 • Cash flow conversion and working capital Adj. conversion** 89% 99% 76% efficiencies remain strong Statutory conversion# 90% 99% 69% 26 * Share based payments, disposal of fixed assets and pension deficit payments **Ratio of operating cash flow shown above to adjusted operating profit # see Appendix page 46
Net debt bridge Free cash flow £143m (1,139) Returned £99m to (1,181) shareholders (7) 299 (100) (47) (2) 71 (91) (17) (82) (7) (45) (14) Net Debt Adjusted Working Investing Interest Other free Acquisitions Disposals Share Dividends Adjusting FX Other* Net Debt Mar 2018 EBITDA Capital Activities & Tax cashflow (inc. debt) buyback items movement Sep 2018 items# 27 # Share based payments, disposal of fixed assets and pension deficit payments * Includes non-underlying cash provision movements: £5m, movement in provisions and financial instruments: £(1)m, cashflow from discontinued items £3m, payment to Nordfolien ex-shareholders £6m
Financial position KPIs Sep 2018 Renewal date main facilities £m 1,500 Net debt (£m) 1,181 1,250 Headroom (£m) 827 1,000 RCF * 750 TERM USPP RCF Net debt to EBITDA ratio (pro forma)** 2.0x 500 USPP 250 Net debt to EBITDA covenant 3.5x 0 2018 2019 2020 2021 2022 Calendar year 28 *The 18 month term facility is extendable up to 2020 if required **Adjusted to include acquisitions on a pro forma basis
Capital allocation priorities Capital priorities and structure Profitable organic Acquisitions that Progressive Non-core Leverage to remain growth meet strict dividend policy with businesses at a suitable and investment criteria dividend cover at identified responsible level 2.5x through the cycle Investing in organic 23 acquisitions since H1 18/19 DPS of Letica Foodservice H1 18/19 net debt to growth and returns launch of Vision 8.1p, up 4% and disposed in period EBITDA ratio remains ahead of WACC 2020; demonstrating representing the 26th and processes for the at target levels of 2.0x Targeting through the excellent returns well consecutive year of other businesses (pro forma) cycle organic growth above WACC growth underway Covenant 3.5x ahead of GDP EBITDA 29
Summary and Outlook 30
Summary and Outlook A good trading A robust cash flow Remain excited by The Group is well We continue to performance over performance whilst the many placed to benefit target through the the last six months investing for future opportunities to from the cycle profitable leading to good higher value growth further develop both development underlying organic profitable organic organically and opportunities driven growth ahead of growth through acquisitions by globalisation and GDP recent sustainability and e-commerce trends 31
Supplementary Material 32
Appendices Polymer passthrough mechanism Polymer capacity expected to increase Benefits of plastic Circular grading tool Technical guidance Continuing operations – restated results Segmental and geographical analysis Consolidated balance sheet Adjusting items Employee benefits Statutory cash flow Adjusted earning reconciliation Alternative performance measures 33 Definitions
Polymer pass-through mechanism Illustrative example • Contracts with a ‘pass-through’ clause provide Polymer headwind Polymer tailwind for the regular re-set of sales prices according to movements in polymer prices • Good track record of pass-through to customers • Sales prices will ‘catch up’ with polymer price movements, but with a time lag • In times of rising prices, there will be a profit headwind due to the purchase price being current but revenue being based on prices from previous periods • In times of falling prices, there will be a profit tailwind • Contractual pass-through clauses in place with Time re-set taking place typically every 3-4 months Purchase price Sales price 34
Polymer capacity expected to increase Global capacity utilisation polymer industry TONNES (M) PP and PE OPERATING RATE % 255 100% • Capacity continues to grow and outpace 240 demand 95% 225 • Ability to source from outside Europe will 210 90% become a key competitive advantage 195 • RPC’s scale, extensive network and flexibility 85% 180 provide a leading position from which to access global markets 165 80% • Key capacity additions are North America and 150 75% Middle East, both targeting exports as markets 135 globalise. China will look to become self- 120 70% sufficient in PP, freeing capacity for other 2013 2014 2015 2016 2017 2018 2019 2020 2021 geographies Operating rate Actual demand Free capacity Forecast demand Source: IHS Markit 35 RPC’s European operations are well placed to take advantage of global markets
Sustainability Continued benefits of plastic vs. other packaging materials The attractions of rigid and flexible plastic packaging versus alternative Substitution examples packaging materials continue to include: ● Light weight: Reducing transport costs of packaged goods Special T: Replacement of aluminium to ● Strength and durability: Ideal for effective product protection extend the retail platform ● Versatility: Can be moulded or formed into just about any shape – NordiVent: enhanced marketing opportunities and transport efficiency Paper replacement; superior ● Low carbon: Less energy used and less carbon emitted during the solution for packaging powders production process Overmoulded components: ● Recyclability: Over 90% of plastic based products currently on the UK Integrating plastics with electronics market are recyclable – those that are not are where plastics are combined through a single process, reducing with other materials e.g. foil laminates metal components Empress jar: ● Sustainability: Ability to reduce food waste through extending the shelf-life of both fresh and processed food Glass replacement; premium design and decoration, lightweight and shatterproof ● Speed-to-market: Rapid prototyping; standard moulds and premium decoration LongLife™: 36 ● Convenience: Easy to handle, safe handling, portion control, re-closable, Customised packaging solutions microwavable with oxygen barrier
Sustainability Trends The RPC Circular grading tool The feather symbol shows that the The arrow symbol shows the pack The circle symbol shows that the pack is light-weighted and has contains a % of recycled plastic pack has an obvious reuse been designed to incorporate the minimum amount of material A The blue indicator shows the rating that B B the concept has achieved as measured against the RecyClass definitions Rating system based on the C D “RecyClass” categories. A is the highest rating which indicates perfect for recycling and F means no part of the pack can be recycled. E F 37 The tool is applied to new designs and is used to rate and improve existing products
Sustainability Circular Grading Tool in Action: Redesign of Westland lawn spreader Before After Number of parts: 9 Number of parts: 3 ● Redesigned by RPC ● 40% lighter pack Oct 17 ● Easier to recycle – Increase in RecyClass grading from D to C Product launched ready for the ● No change in functionality spring season in 2018 38 ● Easier to manufacture ● Cross-divisional collaboration (Promens and M&H)
Technical guidance FY 2018 / 19 Profit & loss charge Cash charge Tangible fixed assets Depreciation: c. £175m Capex: c. £250m Underlying items IFRS 16 In the process of a formal impact assessment of IFRS 16 which we expect will be material Net contract provision utilisation c. £10m N/a Underlying tax rate c. 23% Below P&L charge Net finance costs c. £52m c. £52m • €1c move changes EBIT by c. £2.0m FX sensitivity: • $1c move changes EBIT by c. £0.5m Progressive dividend policy with cover Dividends N/a targeted to be 2.5x across the cycle Adjusting items Acquisition related expenditure External cost on acquisition activity Net integration and adjusting items Not material Not material Amortisation – acquired intangibles c. £50m N/a Other adjusting items Not material Not material Adjusting net finance costs Pension scheme interest c. £4m N/a 39
Continuing operations – restated results £ million 2017 / 18 2016 / 17 2015 / 16 2014 /15 Revenue 3,538 2,648 1,586 1,216 Finals EBITDA 574.0 426.7 244.7 187.4 Finals EBIT 414.3 297.1 168.9 131.4 Free cash flow 218.0 234.6 117.3 50.6 Adjusted operating cash conversion 75.8% 97.4% 86.7% 60.4% 2017 / 18 2016 / 17 2015 / 16 2014 /15 Revenue 1,770 1,178 776 589 EBITDA 287.3 190.9 117.0 86.9 Interims Interims EBIT 208.7 130.5 80.2 60.9 Free cash flow 166.8 115.2 53.4 20.2 40 Adjusted operating cash conversion 99.0% 109.3% 80.7% 52.5%
Segmental and geographical analysis Interims % Finals At constant £ million 2018 / 19 2017 / 18 Variance exchange 2017 / 18 Revenue Packaging 1,620 1,518 6.7 7.2 3,019 Non-packaging 272 252 7.9 8.9 519 Total 1,892 1,770 6.9 7.5 3,538 Operating profit Packaging 175.6 171.3 2.5 2.4 338.1 Non-packaging 38.7 37.4 3.5 4.5 76.2 Total 214.3 208.7 2.7 2.8 414.3 Return on sales Packaging 10.8% 11.3% (50)bps (50)bps 11.2% Non-packaging 14.2% 14.8% (60)bps (50)bps 14.7% Total 11.3% 11.8% (50)bps (50)bps 11.7% 41 • Both packaging and non-packaging continue to grow with sales mix and polymer price passthrough lag affecting return on sales
Segmental and geographical analysis (continued) Interims % Finals At constant £ million 2018 / 19 2017 / 18 Variance exchange 2017 / 18 Revenue Europe 1,471 1,402 4.9 4.8 2,802 Rest of the world 421 368 14.3 17.6 736 Total 1,892 1,770 6.9 7.5 3,835 Operating profit Europe 158.3 158.4 (0.1) (0.1) 320.3 Rest of the world 56.0 50.3 11.4 14.5 94.0 Total 214.3 208.7 2.7 3.4 414.3 Return on sales Europe 10.8% 11.3% (50)bps (50)bps 11.4% Rest of the world 13.3% 13.7% (40)bps (40)bps 12.8% Total 11.3% 11.8% (50)bps (40)bps 11.7% 42 • Strong revenue growth by region
Consolidated balance sheet £ million SEP 2018 SEP 2017 MAR 2018 Property, plant and equipment 1,382.4 1,327.2 1,357.1 Goodwill 1,618.9 1,602.5 1,575.7 Other non-current assets 445.3 492.9 444.7 Working capital 248.7 200.2 239.7 Employee benefit liabilities (LT) (166.6) (240.7) (196.9) Provisions, including deferred consideration (78.7) (131.0) (90.6) Other assets & liabilities (312.3) (315.7) (276.7) Assets held for sale 27.0 - 6.3 Net debt (1,180.6) (1,070.4) (1,139.2) Total equity 1,984.1 1,865.0 1,920.1 43
Adjusting items (see Appendix page 49 for definitions) Interims Finals £ million 2018 / 19 2017 / 18 2017 / 18 2016 / 17 Acquisition related expenditure 0.9 2.1 3.9 18.9 Deferred consideration on earn-outs 0.1 1.1 (11.5) (11.2) Promens / GCS / BPI integration costs - 10.2 20.6 62.4 Other integration and adjusting items 3.1 (7.6) 0.9 9.7 Acquisition and restructuring items 4.1 5.8 13.9 79.8 Amortisation – acquired intangible assets 25.5 24.8 49.6 30.0 Other adjusting items 0.4 0.6 1.2 1.0 Total adjusting operating items 30.0 31.2 64.7 110.8 Adjusting finance costs 4.5 0.6 3.5 15.2 Total adjusting items before tax 34.5 31.8 68.2 126.0 44
Employee benefits £ million SEP 2018 SEP 2017 MAR 2018 Retirement benefit liability UK DBs 64.9 141.1 95.8 Other retirement benefit obligations 98.0 95.3 97.1 Termination benefits 0.6 0.7 0.7 Other employee benefit liabilities 3.1 3.6 3.3 Total employee benefit liability 166.6 240.7 196.9 • Improving discount rates plus deficit reduction payments have reduced the pension liability since the year end H1 H1 FY • Key assumptions: 2018/19 2017/18 2017/18 Discount rate 2.9% 2.7% 2.6% Inflation rate 2.1% 2.1% 2.0% 45
Statutory cash flow Interims Finals £ million 2018 / 19 2017 / 18 2017 / 18 Adjusted EBITDA 299 287 574 Movement in working capital (7) 24 (22) Payment in respect of non-underlying items (13) (9) (36) Movement in provisions and financial liabilities (13) (23) (43) Cash generated by operations 266 279 473 Net capex (100) (103) (233) Cash flow 166 176 240 Statutory operating profit 184 178 349 Statutory conversion* 90% 99% 69% Reconciliation Cash generated by operations – continuing operations 266 279 473 Cash generated by operations – discontinued operations (3) 7 11 46 Cash generated by operations – total group 263 286 484 * Ratio of cash flow to statutory operating profit
Adjusted earnings reconciliation – continuing business Earnings (£m) Adjusted earnings attributable to equity shareholders & EPS 145.3 35.4p Acquisition and integration costs (0.9) (0.2)p Deferred consideration on earn-outs (0.1) (0.1)p Amortisation – acquired intangibles (25.5) (6.2)p Other adjusting items (8.0) (2.0)p Total adjusting taxation 8.1 2.0p Total adjusting items (26.4) (6.5)p Basic earnings attributable to equity shareholders & EPS 118.9 28.9p 47
Alternative performance measures In the reporting of financial information, the directors have adopted various Alternative Performance Measures (APMs), previously termed Non-GAAP measures as those not defined or specified under International Financial Reporting Standards (IFRS). These measures are not defined by IFRS and therefore may not be directly comparable with other companies’ APMs, including those in the Group’s industry. The principal alternative performance measures used in this presentation are: • adjusted operating profit; • adjusted earnings before interest, tax, depreciation and amortisation (‘EBITDA’); • return on sales; • adjusted profit before tax; • adjusted basic earnings per share; • organic sales growth; • free cash flow; • adjusted operating cash conversion; • return on net operating assets; • return on capital employed; • working capital as a % of sales; • net debt; and • net debt to EBITDA. These measures exclude the charge for customer relationships amortisation, acquisition related items and any associated tax, where relevant. Acquisition related items comprise deferred consideration payments relating to the retention of former owners of businesses acquired, transaction costs and expenses and adjustments to previously estimated earn outs. Customer relationships amortisation, acquisition related items and any associated tax are items which are not taken into account by management when assessing the results of the business as they are considered by management to form part of the total spend on acquisitions or are non-cash items resulting from acquisitions and therefore do not relate to the underlying operating performance and distort comparability between businesses and reporting periods. Accordingly, these items are removed in calculating the profitability measures by which management assess the performance of the Group. Many of the measures include proforma adjustments for both acquisitions and disposals to allow comparability between accounting periods. Other non-GAAP measures are based on or derived from the non-GAAP measures noted above. All alternative performance measures in this presentation have been 48 calculated consistently with the methods applied and disclosed in the 2017/18 Annual Report.
Definitions Expense Description Acquisition related expenditure The advisors fees and other expenses directly relating to the Group’s completed acquisitions. Contingent consideration on The remuneration earned by the shareholders of Ace, Letica and other acquisitions who must earn-outs remain as employees of the Group for the duration of the earn-out period to qualify for the remuneration. It also includes adjustments related to the current expectation of the final payment. Integration costs Costs relate to the integration of the Promens, GCS and BPI businesses into the RPC organisation, including related restructuring, redundancy, closure costs and impairment charges. The scheme was largely completed by the end of the 2017 / 18 financial year. Other integration and adjusting Includes other items such as start up costs. It also includes restructuring, redundancy and closure items costs of other business optimisation programmes not directly affected by the Promens, GCS and BPI integration and advisors fees directly relating to the Group’s aborted acquisition processes. Amortisation – acquired Relates to amortisation of intangible assets such as brands and customer relationships related to intangible assets acquired business (amortised to the income statement on a straight-line basis over their estimated useful life). Other adjusting items Other immaterial non underlying costs including the pension admin costs on closed DB schemes. Adjusting finance costs Includes finance charges related to the defined benefit pension schemes and the Ace contingent consideration finance cost and the associated foreign exchange impact on the US dollar liability. 49
Definitions (continued) Category Description Organic growth Period-on-period revenue change for continuing operations adjusted for constant exchange rates and polymer prices, pro forma for acquisitions completed in the both periods (with the equivalent periods in both years under comparison) and adjusted for disposals. ROCE ROCE is measured over the relevant period (annualised for half year results) and normalised for the effect of acquisitions, is adjusted operating profit for continuing operations, divided by the average of opening and closing shareholders equity, after adjusting for net retirement benefit obligations, assets held for sale, acquisition intangibles and net borrowings for the year concerned. RONOA RONOA is measured over the relevant period (annualised for half year results) and normalised for the effect of acquisitions, is adjusted operating profit for continuing operations divided by the average of opening and closing property plant and equipment and working capital for the year concerned. Comparatives are restated to include acquisitions on a pro forma basis. 50
Forward looking statements This presentation contains forward-looking statements, which: have been made by the directors in good faith based on the information available to them up to the time of the approval of this presentation and such information should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying such forward-looking information. The Group undertakes no obligation to update these forward-looking statements and nothing in this presentation should be construed as a profit forecast. Past performance is no guide to future performance and persons needing advice should consult an independent financial advisor. Nothing in this presentation shall constitute, in any jurisdiction, an offer or solicitation to sell or purchase any securities or other financial instruments, nor shall it constitute a recommendation or advice in respect of any securities or other financial instruments or any other matter. 51
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