WH Smith PLC Acquisition of InMotion providing access to the world s largest travel retail market 30 October 2018
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1 WH Smith PLC Acquisition of InMotion providing access to the world s largest travel retail market 30 October 2018
2 Transaction highlights WH Smith announces acquisition of InMotion for $198m ( 155 million) (1) Acquisition of a pure play travel retailer in US airports Platform to drive further growth of WH Smith airport format with entry into North America Additional growth opportunities in key markets outside of North America for InMotion brand and format InMotion is the leading digital accessories retailer in the US airport sector Like-for-like sales growth of 13% YTD 2018 following 12% like-for-like growth in stores across 43 airports Sales of c.$166m (2) and EBITDA of c.$23m (2)(3) ; attractive growth characteristics Doubles size of WH Smith International travel retail sales and profit Compelling financial returns EPS accretive in first full year ROIC greater than WACC by third full year Note: (1) Purchase price for 100% of the share capital of InMotion Entertainment Group, LLC, on a debt-free cash-free basis subject to customary closing adjustments. USD converted to GBP at spot FX rate of 1.28 (2) Expected for year ended 31 December 2018 (3) EBITDA on a fully consolidated basis excluding certain non-recurring items. As is mandatory in some US airport lease contracts, InMotion has minority partners. The share of post-tax profit attributable to those minority partners will be recognised as a non-controlling interest in WH Smith s income statement going forward 2
3 Consistent with WH Smith strategic priorities WH Smith Travel business now generates two thirds of Group operating profit Growth driven by: Evolving store formats and offer including digital accessories UK Travel retail expansion; 582 (1) stores open in the UK International expansion; 300 (1) stores open internationally including 52 airports and 28 countries outside of the UK Over ten straight years of profit growth in Travel Retail Group is very cash generative Disciplined approach to use of cash Capital investment Acquisitions Returning cash to shareholders International Travel forms key part in future growth and value creation Identified InMotion as a very attractive value creating option Note: (1) As at 30 October
4 InMotion is the US market leader in digital accessories Overview of InMotion Total number of stores by competitor (1) Market leading digital accessories travel retailer in North America Fast growing business with double digit growth Significant scope for organic growth Well regarded by landlords and customers InMotion 114 Best-in-class service proposition Strong and trusted relationship with leading brands 750 employees led by an experienced senior management team with over 80 years of combined experience in retail Competitor 1 Competitor 2 ~ 15 ~ 13 Competitor 3 ~ 8 Note: (1) 2018 projected year end store count Source: InMotion data
5 Strong presence across major US airports Highly attractive concession portfolio 114 stores across 43 airports Present in 22 of top 25 busiest US airports Potential for further growth in these airports Further growth where InMotion is not currently present Top 25 busiest US airports (1) 1. Atlanta (ATL) 2. Los Angeles (LAX) 3. Chicago (ORD) 4. Dallas Fort Worth (DFW) 5. New York (JFK) 6. Denver (DEN) 7. San Francisco (SFO) 8. Charlotte (CLT) 9. Las Vegas (LAS) 10. Phoenix (PHX) 11. Miami (MIA) 12. Houston (HOU) 13. Seattle (SEA) 14. Orlando (MCO) 15. Newark (EWR) 16. Minneapolis (MSP) 17. Boston (BOS) 18. Detroit (DTW) 19. Philadelphia (PHL) 20. New York (LGA) 21. Fort Lauderdale (FLL) 22. Baltimore (BWI) 23. Washington DC (IAD) 24. Chicago (MDW) 25. Salt Lake City (SLC) Note: (1) Busiest airports by enplanement 5
6 Track record of successfully operating different formats In-line format: average 740 sq. ft. Kiosk format: average 375 sq. ft. Wall unit format: average 60 sq. ft. WH Smith Tech Express store 6
7 Focused product mix with top supplier brands Strong and trusted relationship with leading brands Focused product mix (1) 8% 31% 37% 21% Earbuds & Noise Cancelling Earbuds Headphones & Noise Cancelling Headphones Travel & Digital Accessories Other Wide range of brands at different price points, from $20 earbuds to headphones in excess of $300 Note: (1) Based on LTM Jun-18 sales Source: InMotion data 7
8 The US Travel Retail market presents good growth opportunities USA passenger numbers: forecast growth (1) Total Travel Retail market: $10.2bn in 2017 (2) ( , millions of passengers) 2,246 Specialty (incl. digital accessories) Duty Free 1, , , , News & Gift Food & Beverage 1,433 1,473 1,529 1,669 1,883 North American Airport News & Gift and Specialty revenue (2) ( , $bn) CAGR 4.5% 5.1% 2016A 2017A 2018E 2021E 2026E Domestic passengers International passengers A 2014A 2015A 2016A 2017A News & Gift Specialty 4.5% Note: (1) Domestic and International passengers include scheduled and non-scheduled PAX. Total passengers also includes transit passengers (2) ARN classifications defined by predominant use of space. Food and beverage, news and gift and specialty sales from all airports. Duty Free sales from international airports Source: ACI, ARN Factbook 8
9 Doubles the size of WH Smith International Travel Retail Existing WH Smith stores InMotion stores WH Smith International Travel Retail Proforma including InMotion Travel Retail Sales 132m (1) Sales 262m (3) 300 stores (2) 414 stores Note: (1) As at 31 August 2018 (2) As at 30 October 2018 (3) Proforma including expected sales of InMotion for year ended 31 December
10 Integration focused on maintaining strengths of InMotion model The integration process is expected to be straightforward, with immediate benefits to WH Smith InMotion to continue to operate as a standalone business as part of WH Smith International Travel business Experienced and successful senior management team under the leadership of Jeremy Smith, CEO of 12 years Sufficient capacity in existing InMotion infrastructure to launch WH Smith airport format in North America Ability to draw on significant business development capabilities of InMotion Scalable platform from which to launch WH Smith into the North American Travel Retail market 10
11 Attractive financial returns $198m ( 155m) (1) purchase price; implied 9.9x EBITDA (2)(3) Fast growing business LFL sales growth of 13% YTD 2018 following 12% LFL in 2017 c.$166m revenue and c.$23m EBITDA (3) Strong financial returns EPS accretive from first full financial year after completion ROIC greater than WACC by year three Free cash flow accretive Robust financing structure Four year term loan of 200m provided by existing facility banks Pro forma leverage of 0.8x (3)(4) Extension of existing 140m RCF to December 2023 Note: (1) On a debt-free cash-free basis subject to customary closing adjustments. USD converted to GBP at spot FX rate of 1.28 (2) Acquisition multiple calculated based on purchase price of $198 million, divided by expected EBITDA of $23 million for financial year ending 31 December 2018, less US$3 million of pre-tax profit attributable to minority partners (having minority partners is mandatory under some US airport lease contracts). This amount will be recognised, on a post-tax basis, as a non-controlling interest in WH Smith s income statement going forward (3) EBITDA on a fully consolidated basis excluding certain non-recurring items. As is mandatory in some US airports lease contracts, InMotion has minority partners. The share of post-tax profit attributable to those minority partners will be recognised as a non-controlling interest in WH Smith s income statement going forward (4) Represents adjusted proforma leverage of 3.0x versus 2.6x as at 31 Aug- 2018; Adjusted proforma leverage based on Moody s definition as net debt plus 5x rent expense / EBITDAR 11
12 Disciplined approach to cash and capital allocation remains unchanged CAPEX Appropriate investment for growth with attractive returns DIVIDEND Progressive dividend policy Over 1.0bn returned since 2007 (1) Efficient balance sheet Operate with net debt / EBITDA of up to 1.25x ACQUISITIONS In line with value creation strategy SHARE BUYBACK Share buyback of up to 50m in 2018/19 Focused on cash generation and value creation for shareholders Note: (1) Includes buyback announced on 11 October 2018, proposed final dividend for FY 2018 and, for illustrative purposes only, assumes interim dividend to be the same as in
13 Consistent with WH Smith s focus on value creation for shareholders Attractive platform from which to expand WH Smith s International Travel business into the world s largest travel retail market Pure play travel retailer in US for digital accessories Doubles WH Smith s existing profitable international business Complements WH Smith s success in digital accessories in the UK Opportunities to grow the InMotion format outside of North America Compelling financial returns 13
14 Disclaimer The information and opinions contained in this presentation are provided as at the date of the document. This document contains forward-looking statements with respect to the operations, performance and financial condition of WH Smith PLC. By their nature, these statements are subject to risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed or implied because they relate to future events. Unless otherwise required by applicable law, regulation or accounting standard, we do not undertake to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise. Nothing in this document should be construed as a profit forecast. The information contained in this document has been obtained from company sources and from sources which WH Smith believes to be reliable but it has not independently verified such information and does not guarantee that it is accurate or complete. Nothing contained in this document constitutes or shall be deemed to constitute an offer or invitation to invest in or otherwise deal in any shares or other securities of WH Smith PLC. For more detailed information about WH Smith PLC, see the Investor Relations section of the WH Smith PLC website ( 14
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