Thoughts and Observations on Campbell Soup’s Upcoming Proxy Fight.

On May 18, 2018, in conjunction with the release of fiscal 2018 third quarter earnings report, Campbell Soup Company (CPB) announced a “CEO transition.”  Denise M. Morrison, who had served as Campbell’s President and CEO since August 2011, was retiring and Keith R. McLoughlin, a member of Campbell’s Board of Directors, was named Interim CEO.

In that announcement, Campbell’s Chairman of the Board, Les C. Vinney, praised Ms. Morrison’s contributions to the company and Ms. Morrison expressed pride in the company’s accomplishments and confidence in its future success.

Luca Mignini, who headed Campbell’s Global Biscuits and Snacks (GBS) business, was named Chief Operating Officer.  The company said that Mr. Mignini would spend most of his time focusing on the integration of GBS and recently-acquired Snyder’s-Lance.

In the accompanying conference call, Mr. McLoughlin announced that the company would undertake a “thorough and critical review of all aspects of [its] strategic and operating plans, including the composition of [its] entire portfolio” of businesses.  He said that “everything is on the table” and “there are no sacred cows.”  The review would help Campbell’s set its allocation of future capital and organizational resources to ensure that the company is positioned to “win in the marketplace.”

On August 1, 2018, the Wall St. Journal (WSJ) and other media outlets reported that Daniel Loeb’s Third Point LLC had taken a large equity stake in Campbell and that Mr. Loeb had hired an investment banker to help pursue the sale of the company.  On August 9, in filings with the SEC, Third Point disclosed that it had purchased 17 million shares of CPB, equivalent to a 5.65% equity stake, for $686.4 million or $40.38 per share.  Third Point also disclosed that it had formed an alliance with George Strawbridge, Jr., a former member of Campbell’s Board of Directors and a grandson of John T. Dorrance, the founder of the company.  As of August 9, Mr. Strawbridge owned directly or controlled through a family trust 8.32 million shares, equivalent to a 2.8% equity stake.  More recently, Third Point has upped its stake in CPB to 6.98%.  At this time, Third Point and Mr. Strawbridge control 9.78% of Campbell’s outstanding shares.

On October 1, Third Point filed a proxy statement with the SEC to replace the entire Board of Directors of Campbell’s.   Its proposed slate of directors includes Mr. Strawbridge, three other former members of Campbell’s board or management team, two representatives of Third Point and six other investment, legal, marketing and food industry professionals.  Campbell’s annual meeting of shareholders will be held November 29 in Mt. Laurel, NJ.

How We Got Here – Poor Stock Price Performance.  Since the start of the bull market in March 2009, CPB has underperformed the broader market.  Over that time, its shares have delivered an 80.5% total return (6.7% CAGR) versus the S&P 500’s 416.2% total return (18.7% CAGR).  Campbell’s share price performance was roughly equal to the S&P 500’s from the beginning of the bull market until the stock’s peak of $67.89 in July 2016.  Most of the underperformance has therefore been generated from that point until today, as the stock has fallen by nearly 50% to its current level of $37.14 (on October 11).

There are two primary factors which have contributed to CPB’s poor stock price performance over the past two years:  1) the mediocre financial performance of its core businesses and 2) the poor performance of acquisitions completed during 2012-2015.

Mediocre financial performance of core businesses.  Campbell’s has shown no organic growth in net sales and a modest decline in earnings per share over the past two years.

In fiscal 2018, net sales increased 10.1% to $8.7 billion, due entirely to the acquisitions of Snyder’s-Lance (S-L) on March 26, 2018 and Pacific Foods on December 12, 2017.

The benefit of higher sales was more than offset by increased operating costs.  Campbell’s gross margin plunged 350 basis point (bp) to 33.6% in fiscal 2018, due to several factors, including cost inflation, higher supply chain costs, a voluntary recall of flavor-blasted Goldfish and acquisitions.  The drop in gross margin drove a 5.6% decline in earnings before interest and taxes (EBIT) to $1.41 billion.  Higher interest expense, attributable mostly to the Snyder’s-Lance and Pacific Foods acquisitions, was more than offset by a sharp reduction in income taxes associated with the new tax law.  In total, Campbell’s adjusted net income declined 6.9% to $868 million and its adjusted EPS fell 5.6% to $2.88.

Adjusted net earnings and EPS do not reflect certain income and expenses deemed by Campbell to be unusual and therefore not reflective of its core business performance (i.e. non-GAAP adjustments).  These include pension and post-retirement mark-to-market adjustments, restructuring charges, M&A transaction and integration costs, impairment charges and claim settlements.  Including these items, GAAP net earnings attributable to CPB were $261 million ($0.86 per share), down about 70% from fiscal 2017.

Some of the non-GAAP adjustments are not unusual or non-recurring.  For example, Campbell has recorded restructuring costs in 10 of the past 11 years.  Other expense and income adjustments, even though non-recurring, should still be included in an evaluation of the company’s historical earnings.  Impairment charges, which are excluded from GAAP earnings by most analysts because they are non-cash, represent losses on cash investments made in prior years (in Campbell’s case, just 3-5 years ago).  Consequently, omitting impairment charges from CPB’s historical performance gives a misleading picture of the impact of acquisitions on the company’s overall financial performance.

This year’s sharp decline in earnings is attributable to factors that should be fixable.  Cost inflation may require some adjustment, either by raising prices or finding ways to reconfigure costs, or they may prove to be temporary.  A meaningful part of this year’s decline in Campbell’s U.S. Soup business is attributable to a change in product promotions by Walmart.  Unless Walmart makes another disruptive change in 2019, U.S. Soup will face easier prior year comparisons after the one-year anniversary of this change.  The voluntary recall of flavor-blasted Goldfish will also not likely be repeated in fiscal 2019 and beyond.

Although a large part of CPB’s poor fiscal 2018 financial performance is fixable, management has suggested that the company’s 2012-2015 acquisitions contributed to the loss of focus that led to the deterioration in its 2018 performance.  The acquisitions increased the complexity of CPB’s product portfolio and, in the opinion of new management, led to an inadequate allocation of capital and resources and inconsistent execution of key initiatives.  Rising industry headwinds helped to expose these vulnerabilities.

Although Third Point seems to have a one-sided view, it is more accurate to recognize that there have been both positives and negatives in Campbell’s performance.  On the positive side, the company has done an excellent job, in my opinion, of managing its primary cash flow generator, the U.S. soup business.  Although CPB’s market share in soup has eroded somewhat over the past three decades, the company remains the clear market leader with a market share of around 60%.  It has consistently generated strong cash flow from the soup business over this period.  The company has responded to competitive challenges successfully by refreshing its product line periodically in part to keep it relevant to younger consumers; and, of course, it continues to face significant challenges.  Even so, the company’s long-term performance in soup is equivalent, in my mind, to a baseball player hitting 50 home runs every year throughout his career.

On the negative side, CPB has unfortunately wasted a meaningful amount of the cash that the soup business has generated (or the strong capital position built up over time from that cash).  As I noted in a previous report, that company had for many years engaged in wasteful new product development, launching 200 new products without providing adequate support to ensure that the products would find a permanent home on grocers’ shelves.  For a while, it continued to pursue this aggressive new product development campaign even as it was accessing new growth platforms through acquisitions.

Poor performance of acquisitions.  CPB spent $2.4 billion from August 2012 to June 2015 to acquire four businesses – Bolthouse Farms, Plum Organics, Kelsen Group A/S (Kelsen) and Garden Fresh Gourmet.  Over the past three fiscal years, it has written off $1.1 billion or roughly 46% of the cost of these acquisitions, almost entirely in goodwill and intangibles.

Its biggest acquisition was Bolthouse Farms, a producer of fresh carrots, carrot ingredients, refrigerated beverages and salad dressings, for $1.56 billion in August 2012.  Problems with the performance of the carrot business has led to write-downs in each of the past three fiscal years.  In fiscal 2018, however, the company also took a large write-down on the refrigerated beverage portion of the business, reflecting reduced expectations for future profits as a result of lower sales, higher anticipated cost inflation and reduced manufacturing efficiency.  In total, CPB has written down $0.88 billion or 56% of the acquisition cost of Bolthouse.

Garden Fresh Gourmet (GFG) has been another big disappointment.  Acquired in June 2015 for $232 million, CPB originally intended to expand GFG’s salsa business throughout the country from its base in the U.S. Midwest.  However, it determined in 2017 that it needed different salsa recipes that catered to local tastes to expand successfully in other regions.  When GFG’s initial sales fell below expectations, the company determined that this was indicative of a national trend and so it lowered its near-term sales forecasts.  This precipitated the goodwill and intangibles write-offs in 2017 and 2018.  (The 2018 write-offs included reduced expectations for CPB’s refrigerated soup business.)  All told, including the refrigerated soup write-downs which were not broken out separately, I calculate that CPB wrote down $159 billion or 69% of the cost of the GFG acquisition.

As for the remaining two acquisitions, CPB wrote-off in fiscal 2018 $54 million of the intangible assets of baby food producer Plum Organics, which was acquired in June 2013 for $249 million.  It has not taken any write-downs on its investment in butter cookies maker Kelsen, which was purchased in August 2013 for $331 million.

Collectively, these write-downs have been a key driver in the volatility of CPB’s GAAP net earnings and EPS over the past three years.  The ongoing poor financial performance of these acquisitions, exclusive of impairments, has also contributed to the company’s lackluster consolidated financial performance.

Strategic Review.  During the second quarter earnings call, newly-appointed Interim CEO Keith McLoughlin said that CPB had initiated a strategic review that would culminate in a plan and timetable to address the company’s challenges and opportunities.  Mr. McLoughlin said that CPB was being “tough-minded and realistic” about its current businesses and what needs to be done to improve performance; but is still “very optimistic” about the company’s long-term potential.

The results of the review were announced in CPB’s fiscal 2018 fourth quarter earnings release and discussed on the conference call.  Mr. McLoughlin said that there were three critical action steps coming out of the review: 1) CPB must become more focused; 2) To gain that focus, the company must divest certain businesses and 3) The company must continue to reduce costs and improve “asset efficiency” to become leaner and more agile.  Proceeds from the divestitures would be used to strengthen CPB’s balance sheet by paying down debt.

Planned divestitures include the Campbell Fresh business segment and the company’s international operations.  Campbell Fresh includes Bolthouse, Garden Fresh Gourmet and the refrigerated soups business.  CPB’s international biscuits and snacks business consists of Arnott’s (an Australian maker of biscuits and crackers), Kelsen and CPB’s operations in Hong Kong, Indonesia, Japan and Malaysia.  Together, these two businesses contributed $2.1 billion of Campbell’s total net sales in fiscal 2018 (with Campbell Fresh accounting for $970 million of the total).

Limited disclosures make it difficult to estimate the likely sales prices of the two businesses.  Campbell Fresh’s revenues have averaged $975 million per year over the past five years; but its EBIT has declined steadily from $67 million in fiscal 2014 to a loss of $43 million in fiscal 2018.  Its EBITDA has similarly declined from an average of $135 million annually from fiscal 2014 to fiscal 2016 to only $30 million in fiscal 2018.  Although CPB has struggled with Bolthouse’s carrots business and reduced its projections of future sales for Bolthouse’s refrigerated beverages, GFG’s salsa and refrigerated soups, we do not know whether and when these businesses can be fixed.  Bolthouse should also be able to correct or compensate for other problems, such as cost inflation and rising logistics and transportation costs.  Consequently, Campbell Fresh should be able to generate more than $30 million in EBITDA on a sustainable basis.  The business is now on the books for about $680 million (equal to the original purchase price minus cumulative impairment charges).  That presumably represents what CPB thinks the business is worth and so is probably not an unreasonable estimate of its current sales value.

On October 5, the WSJ reported that CPB was in talks to sell Bolthouse to an investor group led by Bolthouse’s former CEO, Jeff Dunn.  Mr. Dunn who joined CPB in the Bolthouse acquisition, later ran the Campbell Fresh business from its formation to 2016.  He continues to hold a stake in Acre Venture Partners, CPB’s venture capital fund, which he co-founded after stepping down from Campbell Fresh.

The WSJ also reported that both strategic and financial buyers have expressed an interest in acquiring Bolthouse, but CPB’s discussions with Mr. Dunn are at a more advanced stage.  Mr. Dunn is reportedly working with private equity investors, but it is also conceivable that Acre could be an investor or that CPB may be willing to retain an interest in Bolthouse either in the form of debt or equity-linked securities in order to obtain a higher selling price.

It is not clear at this time how CPB will pursue the divestiture of its international operations.  As noted, there are three parts to the business:  Arnott’s, Kelsen and local operations in four Asian countries.  Although the entire business could be sold to a single buyer, there are few apparent synergies between Arnott’s and Kelsen.  As I recall, the local operations sell Arnott’s and Kelsen products, but they also sell other Campbell products such as soups and (Pepperidge Farm) snacks.  Given this profile, it seems less likely that the international operations will be sold to a single buyer and more likely that they will be sold in two or three pieces.

Arnott’s is considered the crown jewel of Campbell’s international business.  Its financial results are now included within Campbell’s Global Biscuits and Snacking (GBS) segment.  According to a report from IBISworld, Arnott’s had A$1.07 billion (~US$835 million) of net sales in 2017.  Assuming an EBIT margin of 10% and EBITDA margin of 13%, both of which are below the five-year averages for the GBS segment of 15.4% and 18.4%, respectively, I guess that Arnott’s might have had EBIT of $83.5 million and EBITDA of $109 million in 2017.  At an EBITDA multiple range of 10-12 times, Arnott’s would therefore be worth $1.1-$1.3 billion.  But this is really just a guess.  If this is a reasonable estimate, I believe that this valuation range might work for a financial buyer, but a strategic buyer may be willing to pay more.

Kelsen’s was bought for $331 million in August 2013.  Campbell’s has not recorded any impairment charges against the value of the business.  It did report declining sales at Kelsen in fiscal 2016 and 2017 and an increase in sales in 2018, due to growth in sales in China, but nothing about Kelsen’s profitability.  Based upon that limited disclosure, I see no reason why Kelsen’s current value would be less than the original purchase price of $331 million, but do not have any justifiable basis for estimating that it might be worth more.

Valuing the local operations within international is even harder.  Arnott’s derives meaningful sales in Indonesia and Malaysia.  Kelsen has also probably expanded in these markets.  Perhaps CPB will sell each local operation to local buyers who will continue to sell these and perhaps other Campbell products.  Alternatively, the group might be sold together with Arnott’s.  As standalone businesses, I guess that the local operations might be worth $100-$200 million.

Putting all of these individual estimates together, I estimate that the divestures of Campbell Fresh and international might raise gross proceeds of between $2.2 and $2.4 billion, before related taxes and expenses.  That would make a meaningful dent in Campbell’s current total outstanding debt of $9.9 billion without the loss of significant earnings (based upon fiscal 2018 performance).

Cost Savings.  In addition to the planned divestitures, CPB has stepped up its goal for reducing costs by $150 million to a total of $945 million by the end of fiscal 2022.  Its previous savings target of $795 million consisted of $500 million from the base business and $295 million from the integration of Snyder’s-Lance.  To date, the company has achieved $455 million in savings from these efforts, including $35 million from Snyder’s-Lance.  The $150 million in additional savings is expected from streamlining the organization, expanding zero-based budgeting efforts and continuing to optimize the company’s manufacturing network.

Besides the cost savings, CPB intends to generate $350 million in cash through efficiencies in working capital and capital expenditures.

Acquisitions of Snyder’s Lance and Pacific Foods.  CPB acquired Snyder’s-Lance for $6.11 billion in March 2018.  S-L is a leading snacks food producer with market-leading brands including Snyder’s of Hanover (pretzels), Lance (sandwich crackers), Cape Cod and Kettle (potato chips) and Late July (tortilla chips and crackers).  Although there is very little product overlap with Pepperidge Farm, S-L became part of CPB’s (Global) Biscuits and Snacks business.  S-L had net sales of $2.2 billion in the 12 months ended September 30, 2017.

Despite recent rumors of integration glitches, CPB sees several opportunities in the S-L acquisition.  First, it expects to drive even faster sales growth across most of S-L’s brands in part by incorporating health and wellness attributes into its products.  The acquisition also gives CPB greater access to convenience and natural foods retail channels.  In addition, there is a significant opportunity over time to achieve synergies by combining the direct-store delivery distribution systems and perhaps some manufacturing operations of S-L and Pepperidge Farm.

CPB completed the acquisition of Pacific Foods in December 2017.  Pacific Foods is a leading producer of organic broth and soup and also produces shelf-stable plant-based beverages and other meals and sides.  It has strong health and well-being credentials that resonate especially with younger consumers.  The acquisition bolsters CPB’s market leading position in soups and broths and gives it an increased presence in the faster-growing organics segment (which was reported to be growing at a mid-teen annual rate).  CPB believes that Pacific will help bolster its efforts to reinvent the center store and give it greater access to consumers favoring natural and organic products and the channels that serve them.

Pressure Points.  With its 7% stake in CPB, Third Point is pressing its case for change at the company.  The hedge fund is trying to replace Campbell’s entire Board of Directors.  In support of that position, it points to the stock’s poor relative performance over the past 20 years.  (As noted above, the choice of starting dates matters in such a comparison and a large part of the underperformance stems from the stock’s 45% decline since its peak of $67.89 in July 2016.).  In addition, Third Point uses management’s own confessions of how the company lost focus in recent years to support its view.  It also points to a lack of a CEO succession plan, what it characterizes as excessive CEO compensation, the recent decline in profitability and increase in leverage, disappointing performance from S-L and the predominance of “sell” ratings from Wall St. analysts in support of its case for change.

Given the high percentage of shares owned by heirs of John Dorrance (who are also members of CPB’s Board of Directors), however, Third Point is fighting an uphill battle.  Although the Third Point coalition now controls 9.8% of Campbell’s shares, members of management and the Board of Directors control 37.1% of outstanding shares, including 36.5% held or controlled by three descendants of founder John T. Dorrance.  The WSJ reported that Dorrance family holds at least 45% of the company’s stock, of which 5.7% is unaccounted for.

Assuming that management and the Board of Directors votes in favor of the company’s proposed slate of directors – which is likely because the Board of Directors has endorsed the slate unanimously – I calculate that Third Point will have to gain the vote of 75% of the unaffiliated shareholders in order to get its slate of Directors elected.  Given those odds, it is surprising that the investment firm would take such an aggressive approach, since it would probably have a much better chance of gaining representation on the Board by pressing for the election of one or two its own nominees.

Since the Board and management have already put forth a credible proposal to address the company’s problems, it is unlikely in my view that Third Point will gain sufficient support to get its slate elected, unless there is some new development – perhaps poor fiscal 2019 first quarter performance which are due to be reported on November 19, just ten days before the scheduled annual meeting.  If Mr. Loeb is able to develop some momentum for his position, he may be able to negotiate for a couple of seats on Campbell’s Board, rather than the whole slate, as suggested in a recent email by Josh Black of Activist Insight.

In my mind, the missteps by both management and the Board of Directors are worthy of attention from Campbell’s public shareholder and an activist like Third Point, but I do not believe that they justify the replacement of the entire Board of Directors.  Instead, I believe that Campbell’s outside shareholders should petition for representation on the Board to help oversee that implementation of the company’s new strategic plan and to ensure that their interests are fairly represented.

Although the Board has taken the view that it can fix Campbell’s operating and financial challenges, it is still possible that the company will be sold, especially since two Dorrance family members – Mary Alice Malone and Bennett Dorrance – who together control 32.8% of Campbell’s outstanding shares – are 68 and 72 years old, respectively, and there have been no signs so far that their heirs have an interest in participating in the governance of the company.  Assuming that they do want to sell eventually, the only other realistic alternative to an outright sale of the company is to allow them to sell their shares in a public offering once the company has achieved its turnaround.

October 12, 2018

Stephen P. Percoco
Lark Research
839 Dewitt Street
Linden, New Jersey 07036
(908) 448-2246

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