Anthony DiSilvestro
Analyst · Bank of America
Thanks, Keith, and good morning. I'd first like to welcome Keith to his new role. I've known Keith since he joined the Campbell board in 2016, and I look forward to working with him. Before getting into the details, I wanted to give you my perspective on the quarter and revised 2018 guidance. In the quarter, we successfully completed the acquisition of Snyder's-Lance. This is our largest acquisition ever, and it will meaningfully shift our portfolio towards the faster-growing snacking categories. On a pro forma basis, snacking will become almost 1/2 of our portfolio of sales. The consumer takeaway performance on the core Snyder's-Lance brands looks good, and the teams are working well together. We remain confident in our ability to deliver the targeted $295 million in cost savings and synergies. The work performed since the acquisition closed has confirmed our initial synergy assumptions, and we are making good progress putting in place detailed plans to deliver cost synergies. While our organic sales were stable in a difficult environment, our challenge in the quarter was clearly our adjusted gross margin performance, as the percentage declined by about 4 points compared to last year, including a 1 point negative mix impact from our recent acquisitions. Gross margin performance was driven by higher-than-expected cost inflation, primarily higher transportation and logistic costs, higher supply chain costs in Campbell Fresh and increased promotional spending in U.S. Soup and Pepperidge Farms. As a result of the disappointing Campbell Fresh performance, we revised the long-term forecast for that business, and we recorded a $619 million pretax noncash impairment charge in our GAAP results. We are all disappointed with the results of C-Fresh, and we acknowledge that they are unacceptable. We continue to make progress on our multi-year cost-savings program. We generated $25 million of savings in the quarter, bringing the program to date total to $390 million. Our success in realizing these savings gives us further confidence in our ability to achieve the Snyder's synergies. We are updating our full year guidance to reflect lower expectation for gross margin performance, with the 2 primary drivers being the performance of Campbell Fresh and the inflationary impact of higher transportation and logistics costs. We're also including the impact of the Snyder's-Lance acquisition in the guidance, which, as we expected, is dilutive to adjusted EPS in the 4 months of ownership in fiscal 2018. While we are very confident in our ability to deliver targeted cost synergies and the overall acquisition economics, we have uncovered some short-term issues, which I'll discuss. At the end of my presentation, I will comment on our plan to address the company's financial and operating challenges, our portfolio of businesses and projected financial performance. Now I'll review our third quarter results in more detail. For the third quarter, net sales on an as-reported basis increased 15% to $2,125,000,000. Excluding a 14-point benefit from the acquisitions of Snyder's-Lance and Pacific Foods and a 1-point benefit from currency translation, organic net sales were comparable to the prior year, as gains in Global Biscuits and Snacks and Campbell Fresh were offset by declines in Americas Simple Meals and Beverages. Adjusted EBIT in the quarter increased 1% to $308 million. Excluding the impact of the Snyder's-Lance and Pacific Foods acquisitions, adjusted EBIT declined 6%, primarily due to lower gross margin performance, partly offset by lower adjusted administrative expenses and lower adjusted marketing and selling expenses. Adjusted EPS increased 19% or $0.11 to $0.70 per share, reflecting a favorable tax timing benefit, partly offset by higher adjusted interest expense attributable to both the Snyder's-Lance and Pacific Foods acquisitions. Through the first three quarters ending April, as-reported net sales increased 4%, and organic net sales declined by 1% compared to the prior year. Adjusted EBIT decreased 7% to $1,127,000,000. Excluding the impact of the recent acquisitions, adjusted EBIT decreased 8%, and adjusted EPS of $2.62 was up 4%. Breaking down our sales performance for the quarter. Organic net sales were comparable to last year, as volume gains were offset by increased promotional spending. Overall, promotion -- promotional spending rates increased in Americas Simple Meals and Beverages, driven by U.S. Soup, and in Global Biscuits and Snacks, reflecting increased spending behind Goldfish crackers. There was a positive impact in currency translation of 1%, principally the Australian and Canadian dollars. The recent addition of Snyder's-Lance and Pacific Foods to the portfolio added 14 percentage points, bringing our as-reported sales increase versus the prior year to 15%. Our adjusted gross margin percentage decreased 390 basis points in the quarter, falling short of our expectations from a combination of declines in the base business and the mixed impact of acquisitions. First, cost inflation and other factors had a negative impact of 320 basis points. Over 2/3 of that was cost inflation, which, on a rate basis, increased 4.5%, reflecting higher prices on dairy, meat, steel cans and aluminum as well as the higher-than-anticipated escalation of transportation and logistics costs. The remaining decline was driven by higher supply chain costs in Campbell Fresh and investments associated with our real food initiative. These negative drivers were partly offset by benefits from our cost-savings initiatives. With gross margins below the Campbell average, the addition of Snyder's-Lance and Pacific Foods to the portfolio decreased gross margins by 1.1 points. We fully expect that the margins of these businesses will increase over time, as we integrate them into Campbell and achieve synergies. The higher promotional spending in Americas Simple Meals and Beverages and Global Biscuits and Snacks, that I previously mentioned, had a negative impact of 60 basis points. Mix had a slightly negative impact of 30 basis points. Lastly, our supply chain productivity program, which is incremental to our cost-savings program, contributed 130 basis points of margin improvement. All-in, our adjusted gross margin percentage decreased 390 basis points to 32%. Adjusted marketing and selling expenses increased 8% in the quarter, primarily due to the impact of recent acquisitions, partly offset by the benefits from our cost-saving initiatives. Adjusted administrative expenses decreased 6% to $127 million, primarily due to lower incentive compensation and benefit cost, partly offset by the impact of recent acquisitions. For additional perspective on our performance, this chart breaks down our adjusted EPS change between our operating performance and below-the-line items. Adjusted EPS increased $0.11 from $0.59 in the prior year quarter to $0.70 per share in the current quarter. On a currency-neutral basis, adjusted EBIT had a $0.01 impact in EPS, as the benefit from the recent acquisitions was partly offset by EBIT decline on the base business. Adjusted net interest expense increased by $32 million, a $0.07 negative impact to EPS, driven by an increase in the debt level, funding our recent acquisitions and reflecting the impact of higher interest rates. Our adjusted EPS results are benefiting by $0.17 from a lower adjusted effective tax rate. Our adjusted effective tax rate in the quarter declined by about 20 percentage points to 15.3%, driven by the favorable timing of tax expense on an adjusted basis in Q3 related to the impairment charges, which we expect will reverse in Q4. Benefiting from share repurchases in prior periods, a lower share count added a $0.01 benefit to EPS. And lastly, currency translation had no impact on EPS, completing the bridge to $0.70 per share. Although not shown on the chart, the Snyder's-Lance and Pacific Foods acquisitions in aggregate had a negative EPS impact of approximately $0.03. Now turning to our segment results. In Americas Simple Meals and Beverages, organic sales declined 2%, driven primarily by declines in V8 beverages, Plum Organics and U.S. Soup. Excluding the benefit of the acquisition of Pacific Foods, sales of U.S. Soup declined 1%, driven by declines in condensed soups, partly offset by gains in broth and ready-to-serve soups. As expected, we are seeing improved sales performance in U.S. Soup relative to the first half. Segment operating earnings declined 3% in the quarter to $217 million. The decrease was primarily driven by a lower gross margin percentage, partly offset by lower administrative expenses and lower marketing and selling expenses. Segment gross margin performance continued to be impacted by higher transportation and logistics cost and from the negative mix impact of adding Pacific Foods to the portfolio. Here's a look at U.S. wet soup category performance and our shared results as measured by IRI. Our results are shown on a pro forma basis, including the recently acquired Pacific Foods business. For the 52-week period ending April 29, 2018, the category continued to show growth, increasing 130 basis points. However, our sales in measured channels declined 1.9%. We had a 59.5% market share for the 52-week period, down 2 points from a year ago. Our consumption and share decline are attributable to our performance with a key customer, which we've previously discussed. Private label grew share by 140 basis points, primarily reflecting gains in broth, finishing at 15.3%. All other branded players collectively had a share of 25.2%, increasing 60 basis points. In Global Biscuits and Snacks, sales were $862 million in the quarter, including $207 million from Snyder's-Lance. Excluding the benefit of the acquisition and favorable currency translation, organic sales increased 1%, driven by gains in Pepperidge Farm Snacks, reflecting continued growth in Goldfish crackers as well as in cookies, driven by gains in Farmhouse and Milano. Segment operating earnings increased 23% to $123 million, primarily driven by the benefit of the Snyder's-Lance acquisition. Excluding the impact of the acquisition, segment earnings grew modestly. In the Campbell Fresh segment, organic sales increased 1% to $251 million, driven primarily by gains in refrigerated soup. Sales of Bolthouse Farms refrigerated beverages were comparable to the prior year. The segment had an operating loss of $19 million in the quarter compared to earnings of $1 million in the prior year. The earnings decline was primarily driven by a lower gross margin percentage, reflecting lower manufacturing efficiencies and reduced carrot crop yields as well as cost inflation, including significantly higher transportation and logistics cost. The earnings performance of Campbell Fresh is significantly below our expectations as our gross margin has been impacted by the factors I listed. As a result of the performance of Bolthouse Farms CPG and the anticipated loss of private label refrigerated soup contact with certain customers, we performed interim impairment assessment on the Bolthouse Farms CPG business and the daily reporting unit, which includes our fresh soup and Garden Fresh Gourmet businesses. In our GAAP results and within corporate, we recorded pretax noncash impairment charges totaling $619 million or $1.65 per share, reflecting our reduced expectation for current and future earnings and cash flows. On a company-wide basis, cash from operations increased slightly to $1,024,000,000 compared to $1,011,000,000 in 2017, as higher cash earnings, benefiting from U.S. tax reform, were partly offset by a slight increase in working capital requirements. Capital expenditures were $223 million, $28 million higher than the prior year, reflecting investments to support our cost-saving initiatives. We paid dividends totaling $321 million compared to $314 million in 2017, reflecting the 12% increase in the quarterly dividend rate announced in September of fiscal 2017. In aggregate, we repurchased $86 million of shares on a year-to-date basis, $75 million of which were under our strategic share repurchase program. The balance of the repurchases were made to offset dilution from equity-based compensation. With the acquisitions of Snyder's-Lance, we have suspended our share repurchases and did not make any share repurchases in the third quarter. Net debt of $9.6 billion is up from $3.1 billion a year ago, reflecting the impact of the $6.1 billion acquisition of Snyder's-Lance and the $700 million acquisition of Pacific Foods, partly offset by positive cash flow from the base business. As we've stated before, our priority is to delever the balance sheet following the Snyder's-Lance acquisition. Now I'll review our revised 2018 guidance. As shown, we have isolated changes on our base business from the impact of now including the Snyder's-Lance acquisition. I'll start with the sales line. On the base business, we're raising the low end of the sales range, which is now 0% to plus 1%. The acquisition of Snyder's-Lance adds 9 to 10 points of sale, bringing the new range for our sales guidance to plus 10% to plus 11% compared to 2017. Due to lower expectations for gross margin performance, which I'll discuss in a moment, we now expect adjusted EBIT, in aggregate, to decline by minus 8% to minus 6%, which, relative to our previous guidance, reflects a 4-point reduction on the base business, partly offset by a 3-point contribution from the Snyder's-Lance acquisition. We now expect adjusted EPS to decline by minus 6% to minus 5%, implying a range of $2.85 to $2.90. This includes a forecasted decline on the base of minus 3% to minus 1%, 5 points below our previous guidance and a $0.10 per share negative impact from the Snyder's-Lance acquisition for the 4 months of ownership in 2018. The Snyder's-Lance estimate includes the ongoing impact of purchase accounting and the incremental interest expense associated with funding the transaction. Given the changes to our outlook, I'll provide a recap of the key assumptions. Our expectation for cost inflation for the year on a rate basis has increased to approximately 4%, reflecting unanticipated increases in transportation and logistics cost. We continue to expect to generate ongoing supply chain productivity gains, excluding the benefit of our cost-savings program, of approximately 3% of cost of products sold. And against our cost-savings program, we expect to deliver $75 million to $85 million of cost savings, most of which will impact costs. We now expect our adjusted gross margin percentage to decline by approximately 3 percentage points, with 1 point attributable to the mix impact of our recent acquisitions and about two points from declines on the base business. The decline in the base business is attributable to three drivers. The underperformance of Campbell Fresh represents about half of the decline, with a balanced split between the higher-than-expected transportation and logistics costs and slightly higher promotional spending. Below the line, our adjusted interest expense is now expected to increase to a range of $220 million to $225 million, including the impact of the Snyder's-Lance acquisition. We now expect our adjusted tax rate, which has benefited from U.S. tax reform, to be in the range of 26% to 27% in 2018, slightly higher than our prior forecast. The rate forecast also implies a reversal of the Q3 timing benefit in the fourth quarter. This guidance assumes that the impact of currency translation will be slightly positive. We are now forecasting capital expenditures of approximately $440 million, which is an increase from the previous outlook, reflecting spending for the four-month period on Snyder's-Lance. Lastly, I will update you on our 2019 outlook for Snyder's-Lance. We've owned the business for about 8 weeks, and we remain very optimistic about the long-term potential of the Snyder's-Lance business. Our initial work has confirmed the cost and synergy opportunity, and our long-term financial expectations for this business, including the 2021 EPS accretion, have not changed. That being said, there are several issues we have uncovered, which will impact fiscal 2019. These include a higher-than-expected trade rate, as the company's plan for price realization did not materialize; the impact of higher freight and transportation costs that we're all experiencing; and from higher-than-anticipated costs associated with the relocation and startup of nut-production equipment. While we believe these issues are addressable, we now expect the Snyder's-Lance acquisition will be modestly dilutive to our 2019 adjusted earnings per share. As I said before, we remain confident that this acquisition will create shareholder value. Before wrapping up, I have a few additional comments on what you should expect from us going forward. As Keith stated, we are not satisfied with our performance and with our expectations for 2018. We know that things must change to drive the performance our shareholders expect from Campbell. We are facing both execution-related and external challenges. We are analyzing these issues in depth, developing action plans to address them and doing so with a heightened sense of urgency. In addition, we are going to undertake a strategic review of the businesses and brands within our portfolio. On our Q4 earnings call, we intend to share a comprehensive plan and timetable to address the company's challenges and opportunities. On that call, we will also provide our financial guidance for 2019. At this stage, given what we know about accelerating cost inflation, in part due to the anticipated impact of import tariffs and the continuing headwind on transportation and logistics cost, we expect our margins will be down in fiscal 2019. We are being tough-minded and realistic about where we are today and what needs to be done to improve the business. That said, we remain very optimistic about Campbell's long-term potential. We believe there is a clear path to improve financial performance as we strengthen our terrific snacking platform through the integration of Snyder's-Lance, improve our performance in soup and address our challenges in Campbell Fresh. And at our Investor Day on October 3, we will share more details of our business unit plan for fiscal 2019 as well as our longer-term plans for 2020 and beyond. We look forward to communicating in more depth in August and October. Before we go to Q&A, Keith and I want to acknowledge that you are likely to have questions about the strategic review we are undertaking. Similarly, we are sure that you are aware that it is not in our best interest to engage in speculative what-if questions or hypothetical scenarios. So please note that we chose our words carefully this morning, and we will not have much to add on this topic until we get back to you on August 30. With that, I'll turn it back to Ken for the Q&A.