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MORGAN STANLEY GLOBAL CONSUMER & RETAIL CONFERENCE
DECEMBER 3, 2019
This presentation and some of our comments contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. ThePrivate Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of Edgewell Personal Care Company (“Edgewell”, “we” or “the Company”) or any of ourbusinesses. These statements are not based on historical facts, but instead reflect our expectations, estimates, or projections concerning future results or events, including, without limitation, the future earnings andperformance of the Company, the anticipated benefits of the proposed acquisition of Harry’s, and the timing of consummation of such acquisition. These statements are not guarantees of performance and areinherently subject to known and unknown risks, uncertainties, and assumptions that are difficult to predict and could cause our actual results to differ materially from those indicated by those statements. We cannotassure you that any of our expectations, estimates or projections will be achieved. You should not place undue reliance on these statements. Forward-looking statements generally can be identified by the use ofwords or phrases such as “believe,” “expect,” “expectation,” “anticipate,” “may,” “could,” “intend,” “belief,” “estimate,” “plan,” “target,” “predict,” “likely,” “will,” “should,” “forecast,” “outlook,” or other similarwords or phrases and relate, in this presentation, without limitation, to: statements, beliefs, projections, and expectations regarding the proposed acquisition of Harry’s; the timing for completion of the transaction;the ability of the Company to close the transaction, on the anticipated terms or at all; key terms and anticipated benefits of the transaction; availability and terms of financing related to the transaction; and thetransaction’s impact on the Company’s business and financial results, including its go-forward management vision and strategy.
In addition, other risks and uncertainties not presently known to us or that we presently consider immaterial could significantly affect the forward-looking statements, including, but not limited to: the occurrence ofany event, change or other circumstances that could give rise to the termination of the definitive agreement to acquire Harry’s, Inc.; the risk that the necessary regulatory approvals may not be obtained or may bedelayed or obtained subject to conditions that are not anticipated; the risk that the transaction will not be consummated in a timely manner; the risk that the Company will experience unanticipated delays ordifficulties and transaction costs in consummating the transaction; the risk that any of the closing conditions to the transaction may not be satisfied in a timely manner or at all; the risk related to disruption from thetransaction and the related diverting of management’s attention making it more difficult to maintain business and operational relationships; the failure to realize the benefits expected from the transaction or otherrelated strategic initiatives; the impact of the transaction on the Company’s share price and market volatility; the effect of the announcement of the transaction on the ability of the Company to retain customers andsuppliers, retain or hire key personnel, and maintain relationships with customers, suppliers and lenders; the effect of the transaction or the announcement and completion of related transactions on the Company’soperating results and businesses generally; the impact of any future acquisitions or additional divestitures, restructurings, refinancings, and other unusual items, including the Company's ability to raise or retire debtor equity and to integrate and obtain the anticipated benefits, results and/or synergies from these items or other related strategic initiatives; and the possibility of more attractive strategic options arising in thefuture. Additional information concerning these and other factors that could cause the Company’s actual results to vary is, or will be, included in the Company’s periodic and other reports filed with the Securities andExchange Commission. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
Neither Edgewell nor any of its affiliates, representatives or advisors assumes any responsibility for, or makes any representation or warranty (express or implied) as to, the reasonableness, completeness, accuracy orreliability of the estimates and other information contained herein, which speak only as of the date identified on the cover page of this presentation. Edgewell and its affiliates, representatives and advisors expresslydisclaim any and all liability based, in whole or in part, on such information, errors therein or omissions therefrom. Neither Edgewell nor any of its affiliates, representatives or advisors intends to update or otherwiserevise the estimates and other information contained herein to reflect circumstances existing after the date identified on the cover page of this presentation, including to reflect the occurrence of future events evenif any or all of the assumptions, judgments and estimates on which the information contained herein is based change or are shown to be in error.
Industry, market and competitive position data described in this presentation were obtained from the Company’s own internal estimates and research, as well as from industry and general publications and research,surveys and studies conducted by third parties. While the Company believes its internal estimates and research are reliable and the market definitions are appropriate, such estimates, research and definitions havenot been verified by any independent source. You are cautioned not to place undue reliance on this data.
This presentation includes Non-GAAP financial measures, as defined under SEC rules. Reconciliations of these measures to the most directly comparable GAAP financial measures are included at the end of thispresentation.
While the Company reports financial results in accordance with accounting principles generally accepted in the U.S. (“GAAP”), this discussion also includes Non-GAAP measures. These Non-GAAP measures arereferred to as “adjusted,” “organic” or “underlying” and exclude items such as impairment charges, costs associated with the acquisition and integration of Jack Black, L.L.C. (“Jack Black”), costs associated with theacquisition and integration of Harry’s, restructuring charges and amortization of intangibles. Reconciliations of Non-GAAP measures, including reconciliations of measures related to the Company’s fiscal 2020financial outlook, can be found in the Company’s earnings releases for the fourth quarter of fiscal 2019 and full year fiscal 2019. This Non-GAAP information is provided as a supplement to, not as a substitute for, oras superior to, measures of financial performance prepared in accordance with GAAP. The Company uses this Non-GAAP information internally to make operating decisions and believes it is helpful to investorsbecause it allows more meaningful period-to-period comparisons of ongoing operating results. The information can also be used to perform analysis and to better identify operating trends that may otherwise bemasked or distorted by the types of items that are excluded. This Non-GAAP information is a component in determining management’s incentive compensation. Finally, the Company believes this informationprovides a higher degree of transparency. For definitions of these terms and reconciliations to GAAP measures, refer to the Company’s earnings release for fiscal year 2019 and other materials that can be found onits Investor Relations website at http://ir.edgewell.com.
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2
Rod LittlePresident and Chief
Executive Officer
Dan SullivanChief Financial Officer
Today’s Speakers
Agenda
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• The Edgewell Business: Foundational efforts & Strengthening Performance
• The Harry’s Business: Unmatched Consumer Focus & a Proven Playbook
• The Combination of Edgewell & Harry’s: Uniquely Compatible Strengths
• Integration Planning: Day 1 Readiness and A New Operating Culture
• Looking Forward: Sustainable Value Creation for the Future
HIGHLY CONFIDENTIAL
THE EDGEWELL BUSINESS:
Foundational Efforts and Strengthening Performance
Edgewell Business at a Glance
WET SHAVE
SUN & SKIN CARE
FEMININE CARE
INFANT CARE
EDGEWELL’S PORTFOLIO OF BRANDS
FY 2019 REVENUE MIX BY SEGMENT FY 2019 REVENUE MIX BY PRODUCT
58%22%
14%
6%
Sun & Skin
Femcare
Infant & Other
Wet Shave
FY 2019 Revenue: $2,141M
Geographical Mix: 56% United States & 44% International
52%
15%
14%
7%
6%6%
Sun Care Products
Shaving Gels & Creams
Razors & Blades
Tampons, Pads & Liners
Infant & Other
Skin Care Products
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8Edgewell Shave
2Sun & Skin
1Harry’s
3 R&D Centers
Global Manufacturing and R&D sites
Strong Global Infrastructure and Valuable IP
– 2,900+ granted global patents
– 450+ pending patent applications
– Best-in-class Industrial design
– Award winning formulations
– Global research and technology centers
– Over 5,000 dedicated colleagues
– Operations in 20+ countries
– Manufacture of 10+bn blades annually
– Vertically integrated R&B operations
– Advanced manufacturing technology
– Automated, AI learning technology
– Proven quality and consistency
– Productivity and efficiency focus
Leading Edge Innovations Global Reach Advanced Technology
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A Focused Strategy
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New Edgewell Global Strategy – Playing to Win
DELIVERING A RAPID RETURN ON ONE-TME COSTS
FISCAL 2019
Ops & Supply Chain A&PSG&A/R&D
(1) Timing of project fuel savings between the 2020 and 2021 fiscal years may be refined as project plans are completed
FISCAL 2020(1) FISCAL 2021
Project Fuel at the Core of our Strategy
■ Project One-Time Costs: $130M - $140M
■ Incurred through 9/30/19: $96M
■ Timing:
− Began implementation in 2018
− 80%+ incurred by end of FY 2020
TOTAL ESTIMATED COSTS AND CAPEX
APPROACH ON INVESTMENT AND MARGIN
■ Overcome rising inflation and other
commodity costs
■ Increase Brand investment
■ Margin expansion and value creation
ESTIMATED GROSS SAVINGS
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$225-240M Annual Gross Savings
2019 Highlights:Meaningful Progress on Key Objectives
1
Met Company’s fiscal 2019 business and financial objectives, with improving topline trends heading into Fiscal 2020
Refreshed senior leadership team -- new CEO and CFO
Exceeded Gross Project Fuel Savings Targets
Incrementally invested in compelling brands and growth opportunities, increasing our participation in attractive and growing categories
Improved execution at the shelf, with increased trade investments in key categories
Simplified portfolio with the pending divestiture of the Infant and Pet Care business
Announced transformative combination with Harry’s
Made significant progress on Harry’s integration planning and NewCo culture development
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A Proven Business ModelA Critical Step Forward in 2019 Topline Performance
Strong Project Fuel Execution Disciplined Capital Allocation
$122 million incremental gross savings realized in 2019
On track to deliver $225 - 240 million gross savings by fiscal 2021
Disciplined approach to de-leveraging
Under 3x net leverage Optimized capex (~3% net sales)
Strong Underlying Business Qualities
Leading brands in highly attractive categories
Strong gross margin profile
Track record of strong FCF growth
Improved Fiscal 2019 Top-Line Trends in all Segments
Organic Fiscal 1H Fiscal 2HSegement Sales
Wet Shave -6.7% -1.7%Sun and Skin -5.9% 5.2%
Fem -8.1% -4.5%Infant / Other -2.9% 0.7%
Total EPC -6.5% -0.6%
2019 2019
Strong FCF generation ($180m-$200M)
(1) 1H organic net sales changes exclude the impact of foreign currency, acquisitions, and dispositions (Jack Black and the Playtex gloves business). 2H organic net sales changes exclude the impact of foreign currency.
(1)
HIGHLY CONFIDENTIAL
THE HARRY’S BUSINESS:
Unmatched Consumer Focus & a Proven Playbook
Harry’s Has Built a Formidable Platform to Disrupt the CPG Industry and the Retail Channels
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PRODUCT DEVELOPMENTDRIVEN BY REAL CONSUMER PAIN POINTS
MODERN AND RELATABLE BRANDSBUILT FROM SCRATCH FOR
TODAY’S CONSUMER
FULLY INTEGRATED OMNI-CHANNEL EXPERIENCE TO MEET
CONSUMER NEEDS
Understand modern consumers,their values and beliefs in a
world where legacy brands no longer resonate
Create differentiated, well designed products, taking stagnant categories and
returning them to growth
Use DTC to build strong customer awareness and
relationships that fuelthe success at retail
Driven by a Relentless Focus on what the Consumer Wants and an Imagination to Deliver Beyond
BUILD PRODUCTS AND BRANDS THAT RESONATE
DRIVING DEEP RELATIONSHIPS AND STRONG ADVOCACYGET TO KNOW CUSTOMERS
Connect directly with customers and understand their needs
Brands that are relatable and everyday aspirational
51%
21%
Source: Shaving Market – Consumer Survey (3rd party research)
Percent highly likely to recommend to a friend
Leading Competitor
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Strong omni-channel start;#1 cartridge sku for past 5
months at Target
Harry’s Playbook Has Been Proven Across New Markets and Categories
U.K. BODY & BAR WOMEN’S
#1 body wash and bar SKU at Target; Achieved 10% share as
of Nov 2019
Continued successful launch at Boots; 30% share of handles
U.K.
U.S.
Indexed Post-Launch Cumulative Customers Acquired(1)
Months Since Launch
Source: Nielsen xAOC(1) Comparison of June 2017 to March 2018 for U.K. and March 2013 to December 2014 for U.S., normalized for populations (000’s)
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Reversed Category Declines at Its Retail Partners
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Source: Nielsen(1) Retailer 1’s category reflects overall (excl. skincare and aftershave). Pre-launch reflects trailing 52W from 8/13/16; Post-launch reflects next 52W to 8/12/17(2) Retailer 2’s category reflects Men’s Wet Shave. Pre-launch reflects trailing 52W from 1/14/18; Post-launch reflects next 26W to 7/14/18
Our retailers are growing their categories and taking share
Launched Aug 2016
Launched May 2018
Retailer Category Growth Pre and Post Harry’s Launch (1) (2)
(8.0%)
(6.1%)
(9.0%)
(3.3%)
Total Shave Razors Cartridges Shave Prep
(4.6%) (4.6%)
(9.8%)
(3.4%)
Total Shave Razors Cartridges Shave Prep
4.5%
48.1%
(7.5%)
10.7%
Total Shave Razors Cartridges Shave Prep
1.9%
29.8%
(1.8%) (2.7%)
Total Shave Razors Cartridges Shave Prep
RETAILER 1
RETAILER 2
Significant Brick and Mortar Runway Remains
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Despite initial success in bringing growth to the Wet Shave category in key Mass retailers in the US and Drug in the UK, significant further opportunities exist:
• Grocery and Drug channels in the US account for approx. 40% of the US Wet Shave category, currently unpenetrated
• European expansion opportunities• Further assortment expansion, lead
by soft goods
HIGHLY CONFIDENTIAL
COMBINATION OF EDGEWELL AND HARRY’S:
Uniquely Compatible Strengths
Edgewell and Harry’s Bring Together the Capabilities to Better Meet Consumer Needs
WORLD-CLASS PRODUCT TECHNOLOGY
PORTFOLIO OF WELL-ESTABLISHED BRANDS
GLOBAL SCALE AND INFRASTRUCTURE
COST DISCIPLINE AND CASH FLOW TO DRIVE INVESTMENT
MODERN BRAND BUILDINGAND PRODUCT DESIGN
PERFORMANCE MARKETINGAND DATA ANALYTICS
STRONG DTC CAPABILITIES AND TECHNOLOGY COMPANY
DISRUPTIVE OMNI-CHANNEL APPROACH
COMBINATION IS HIGHLY COMPLEMENTARY AND TRANSFORMS EDGEWELL INTO A NEXT GENERATION CONSUMER PRODUCTS PLATFORM
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Power of an Edgewell and Harry’s Combination
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Shav
eSk
inSu
n
#1 Japan Wet Shave
#2 U.S. Women’s Razors and Blades#2 U.S. Men’s Razors and Blades
#1 U.S. Men’s Pre / Post Shave#1 U.S. Women’s Pre / Post Shave
#1 U.S. Sun Care
#2 W. Europe Wet Shave
A Leading Portfolio of Brands with Strong Market Positions…..
World class Technology, Global Manufacturing & Distribution
Consumer focused brand building that wins at Retail
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Global Growth in Men’s Grooming Categories
Global Growth in Sun Care
SOURCE: EUROMONITOR PASSPORT
2014 – 2018 2018 – 2022
2.1% 4.0% 4.0% 5.0%2014 – 2018 2018 – 2022
Increasing our Participation in Attractive, Growing Categories
Opportunity to Accelerate International Expansion Through Edgewell’s Global Reach
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Well-Positioned to Win in Core Categories and Launch New Products or Brands in Adjacencies
2018 US Category Sales (in $B)
Significant opportunity to address unmet needs across the personal care spectrum and distribution channels
–Men’s Razors and Blades–Men’s Shave Preps and
Associated Lotions –Body Wash and Bar Soaps
–Men’s Hair Products & Women’s Shave Products, Preps,
Waxes (Launched in 2019)
–Men’s Anti-Perspirant and Deodorant
–Additional Women’s Soft Products, including Lotions
Source: Euromonitor
$25
+$75 $100
Current Categories AdjacentPersonal Care Categories
Total Addressable
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LABS
PAGE 23
Paul HibbertVP, Global Supply
Chain and Operations
Key Leadership Changes Over the Past 18 Months…
Colin HutchisonChief Operating
Officer
John HillChief Human
Resources Officer
Rod LittlePresident and
Chief Executive Officer
Marisa IasenzaChief Legal Officer
Anne-Sophie GagetVP, Global Strategy
And Innovation
A Refreshed Senior Leadership Team Focused on Execution and Creating Value
New to EPC
Dan SullivanChief Financial
Officer Andy Katz-MayfieldJeff Raider
Harry’s Co-Founders and Co-CEO / Co-President North America
..More to Come
Katie Childers
Harry’s Chief People Officer
HIGHLY CONFIDENTIAL
INTEGRATION PLANNING:
Day 1 Readiness and a New Operating Culture
Focused Integration Planning Efforts
Organizational Planning & Day 1 Readiness
Designing the Culture to Unlock Value for Newco
• Quickly established 14 cross-organizational workstreams governed by an operating
Steerco
• Establishing a new culture and ways of working that will enable a next-gen CPG
business
We laid out 3 steps for the combination; today we are in the Design phase and will soon move to Execution
• Establish critical elements of go-forward business model
• Define workstreams to prepare designs / plans for NewCo and establish governance model
• Define Day 1 scope (what to prioritize)
• Develop Commercial plans in support of growth objectives
• Design organization for NewCo,
• Prepare plans for Day 1 delivery/readiness
Deliver seamless Day 1
Execute growth plans
Transition organization (incl. assessment / selection where appropriate), processes and systems
Track delivery vs. financial aspiration
Mobilization: Major framing of the combination
Design: Workstreams designing NewCoand how to get there
Execution: Delivering on aspiration of the combination(some elements starting in design)
~1 month ~6 months ~2 years
We will soon complete Design and move to Execution
We are aligned in our vision for the future
Building a next generation CPG company
• Building brands people love
• Innovating new categories and brands—and disrupting ourselves
• Being a trusted, strategic partner to retailers
• Simplifying & driving efficiency across the business and how we operate
• Being a company people rave about working for
HIGHLY CONFIDENTIAL
A LOOK FORWARD:
Sustainable Value Creation
Our Combined Growth And Margin Profile Will be Industry-Leading
REVENUE GROWTH PROFILE GROSS MARGIN PROFILE
(1) Reflects fiscal year-end estimates(2) Average based on S&P 500 Consumer Staples index, excluding Food & Staples retailing. Revenue based on calendar year 2018 to 2020E CAGR; margin based on 2019E
(1)(2)
“Mid-Single Digits”
2.5%
CPG Average (1)(2)
“ High 40s”
44%
CPG Average
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Meaningful Growth and Synergy Opportunity
EBITDA impact of ~$40mm from run-rate revenue and cost synergies
ESTABLISH THE FOUNDATION EXECUTE ON ADDITIONAL OPPORTUNITIES
Significant additional upside from future revenue synergies
■ Bring together key functions and teams
■ Understand best practices across both companies
■ Positon brand portfolio for maximum impact
■ Production and supply chain optimization
■ Benefits from joint purchasing and distribution scale
■ Capital expenditures savings leveraging available Edgewell capacity and established distribution channels
■ Leverage Edgewell’s footprint
■ Accelerate Harry’s international expansion
■ Increase Edgewell’s value proposition, using Harry’s core capabilities
■ New brand and product category launches
■ Upgrade Harry’s and Flamingo products
Note: Reduction in Harry’s capital expenditures excluded from cost synergy estimate
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Closing Thoughts
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• Edgewell is executing against its fundamentals, and we are seeing improved topline trends and strengthening underlying performance
• The Harry’s business reflects unmatched core competencies in consumer-lead brand building and disruption across retail
• This transformational combination brings uniquely compatible expertise, positioning the business for industry leading performance
• We are well-positioned to win, creating a new and exciting CPG 2.0 organization
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