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With the benefit of hindsight, we know the pet industry produced another solid year for performance in 2013, generating growth of 4.5%.  Industry revenues climbed to $55.7 billion, with growth exceeding forecast by 0.2%.  Revenues benefited from inflation of 1.3%, including food price inflation of 1.1%.  Growth was relatively uniform across the core segments with services (+5.0%) and veterinary care (+4.9%) leading the way.  While growth is projected to accelerate to 5.0% in 2014, we expect companies in the space to experience more widely divergent fates.  Our thesis is that the industry is undergoing structural changes that will result in stronger performance from the leaders and slower performance from the laggards.

Structural change is being driven by slower growth in the key drivers of performance over the past five years.  On the retail side, we are seeing smaller retail chains ascend at the expense of large pet specialty players. Notably, PetSmart same-store-sales slowed to 2.0% in 2H2013.  In contrast, PetSmart produced, on average, quarterly same-store-sales growth of 5.2%  from fiscal 2010 through 2Q2013.  Further, among top 25 pet retailers, 55% of box growth came outside of Petco/PetSmart in 2013, up from 41% in 2011. Finally, ecommerce growth in pet products is expected to accelerate from 35% in 2013 to 38% in 2014 as online pet venues both consolidate and proliferate.

Product manufacturers are also experiencing the impetus for change.  Looking for new sources of growth they are pursuing new channel strategies.  Big Heart Brands’ acquisition of Natural Balance Pet Foods and Nestle Purina PetCare’s acquisition of Zuke’s underscore this theme.  Notably,  the number of companies with pet specialty distribution that exhibited at Expo West (meaning they are looking for Whole Foods distribution) doubled in 2014. Additionally, the pending Blue Buffalo initial public offering is, in our view, a prelude for the brands entry to mass. Collectively, these companies will blur the lines between sales channels for pet consumers.

Net net, change is the air and change drives deal velocity. Below are the other key pet industry trends for 2014:

  • Prelude for Sale or a Move to Mass? In March, news leaked that Blue Buffalo Company Ltd. had selected underwriters for an anticipated 2014 initial public offering. When the company took a leveraged dividend in 2012, we predicted a sale or filing within three years. Blue generated $600 million in sales in 2013 and EBITDA margins are said to be nearing 20%. The company is approaching the size of The Nutro Company when it was acquired by Mars, Inc. While Blue has no lack of suitors, the purported asking price of $1.5 – $2.0 billion would be hard for even the largest companies to swallow in an environment where product recalls can rapidly erode brand equity. A listing would place a public sale price on the business, which may facilitate a transaction, but we think the more likely outcome is that Blue is headed to mass. The growth requirements for a public company are more than the pet specialty channel alone can support. If the brand jumps to FDM under its existing label, which we think is possible, you can add another brick in the wall of change.
  • Natural Leads Grocery Resurgence. Grocery has been steadily losing market share to pet specialty post recession. Simply put, FDM has been out-thought and out-merchandised. Lacking access to key independent brands coupled with limited selection depth, consumers have migrated their spend elsewhere. Grocery buyers and store planners did not recognize the strategic value in the pet aisle. However, this is changing. Major chains such as Kroger and Whole Foods have or are set to launch large pet assortments made up of staple, emerging, and house brands system-wide. Increasingly, brands are being built for the grocery channel or seeking to make the jump. Notably, the number of pet consumables companies exhibiting at Expo West doubled in 2014. Given its size and a lack of compelling incumbent brands, the pull of the FDM channel is strong. As the channel regains momentum outside of the natural and gourmet segments, it has the potential to change where consumers shop for premium and how brands are built.
  • Change Will Drive Deals. As manufacturers, retailers, distributors, and brands seek to align themselves with emerging realities, we expect to see increased deal activity. Deal velocity in sectors such as consumables should accelerate both acquisitions and private placements. Specialty retail, a sector whose transaction volume has been rather muted, should see a resurgence as leading micro-box and online platforms enjoy increased capital formation to expand their footprint or are acquired by mass and major pet specialty retailers seeking to expand omni-channel capabilities. For the most attractive properties, valuations will increase due to broader and deeper interest from buyers and investors.

Contact me for a copy for my report.

/bryan

Sources: APPA, Cleveland Research, New Hope Natural Media, Pet Business, Reuters, U.S. Bureau of Economic Activity

accross the pongI often talk about PetSmart and VCA Antech being proxies for the direction and health of the domestic pet market because of the transparency it provides us into consumer pet product and healthcare spend through quarterly earnings reports and third party equity research.  However, the U.S. market should not be viewed as a proxy for the global pet industry.  Absent the transparency we enjoy through publicly traded U.S. pet companies our view of global pet markets is tied to a reliance on third party data firms (Euromonitor, Mintel, etc.). While these firms produce excellent research, there is an inherent latency to their content, making it hard to measure real time performance.  A partial solution to that problem looks to be coming in the form of a public listing for the UKs largest pet retailer, Pets At Home, Ltd. (“PAH”).

Earlier this week PAH filed for an initial public offering on the London Stock Exchange.  The company plans to raise £275 million, giving PAH a valuation of around £1.5 billion. Thew company operates 369 retail stores, 246 small animal veterinary centers and 116 in-store grooming salons across Britain.  Estimates puts the company’s share of its home pet retail market at around 12%. The British market is highly fragmented, with PAH’s five largest competitors totaling just 225 stores combined. The company should have ample opportunity to grow both its retail base and veterinary services concept given these market dynamics. PAH plans to open an additional 131 stores, 400 veterinary clinics, and 200 grooming salons.  The company would be the only listed pet retailer in Europe.

PAH was acquired by a private equity consortium led by U.S. based Kohlberg Kravis Roberts & Co (“KKR”), which also owns Big Heart Brands, the Del Monte Foods pet products division, in January 2010 for £960 million.  At the time, the company had trailing twelve month revenues of £402 million and EBITDA of £70 million, resulting in an implied valuation of 2.4x Revenue and 13.6x EBITDA.  Bridgeport Equity, the seller, had acquired the business for £230 million in July 2004. Assuming a £1.5 billion enterprise value for PAH, it would imply that the value of the business has increased over 55% since being taken over by KKR and friends.

According to the recently announced listing, PAH had sales of £598 million for its year ending on March 28, 2013. The company said its revenue increased 11.7% for 40-week period ending on January 2, 2104.  Extrapolating this growth for the full year yields revenue of approximately £700 million, resulting in an implied valuation at listing of 2.14x Revenue. At the time of its listing PAH expects EBITDA of £110 million, resulting in an implied valuation of 13.6x EBITDA.  This would value PAH at multiples nearly two times those prevailing for U.S. leader PetSmart (1.0x Revenue and 7.3x EBITDA) despite the two companies having similar same-store-sales for the prior 12 month period.  While PAH has produced better topline growth over the past year versus PetSmart and enjoys a better profit margin profile due to its services revenue, this still amounts to a very healthy premium even after you account for the 17% decline in PetSmart’s stock since October 2013.

Whether PAH is overvalued or correctly valued is likely a debate with no end, the truth likely lies somewhere in the middle.  Either way, KKR has made a handsome return in a short period, even after you consider the company has reinvested over £100 million in growth initiatives.  However, the real value for those that follow the industry, will be increased data and transparency.  While PAH’s market capitalization will be approximately 37% of PetSmart’s, it should receive solid coverage from equity analysts with strong UK sales and trading networks.  That coverage will help us better pinpoint how the British pet market is performing, and ultimately enable us to draw parallels between a key foreign market and our own as well as the leading retailers in both geographies.

/bryan

playbookIn October, Del Monte Foods announced that they had sold their fruit and vegetable business for $1.68 billion.  While the world will still have Del Monte canned pineapple, whole kernel corn, and Contadina tomatoes to enjoy in perpetuity, the transaction speaks volumes about the attractiveness of the pet food business relative to its human corollary.  Del Monte’s pet products business will now operate under the Big Heart Pet Brands banner.

You may recall that back in 2010, when Del Monte Foods was taken private by a private equity syndicate headed by Kohlberg Kravis & Roberts (http://wp.me/piXtL-dU), I postulated that the deal was not about shelf stable fruits and vegetables but a bet on the macro fundamentals of the pet industry.  The sale of Del Monte’s Consumer Products business validates my thesis, as does the recent acquisition of Natural Balance Pet Food.  The real question is what comes next?

As a general rule, private equity backed companies are not keen to keep cash on their balance sheets.  Excess cash is used to make acquisitions, delever, or ends up as dividends to shareholders.  Given the size of the slimmed down Del Monte post sale (some $1.8 billion in revenue), I don’t see the later two options as being viable alternatives. As such, I expect that Del Monte will be an active player in the pet consolidation market, and with that much cheese at its disposal the target list includes brands others cannot contemplate.  So who will Del Monte buy? We handicap the candidates:

  • Blue Buffalo. The Blue is the biggest and best name on the block. Not a month goes by without a rumor surrounding the prospects of a Blue Buffalo acquisition by a major CPG company, but the reality is that the company has limited options for suitors at the purported price tag — $3.0+ billion.  Could Del Monte take it down?  Yes.  Will they? Unlikely.  First, Del Monte’s pet line-up is very much about a product portfolio and spending all your allowance on one product company runs a bit counter to that premise. Second, private equity backed companies do not have a propensity for being top payors.  When Del Monte acquired Natural Balance for $341 million, they paid between 1.0x – 1.5x Revenue.  I’m not sure what multiple of EBITDA a $3.0 billion deal for Blue implies, but it would be far greater than the 9.0x the private equity syndicated paid for Del Monte.  While Del Monte established the market multiples that pet companies aspire to achieve through their acquisitions of Meow Mix and Milk Bone, I don’t see them doing a highly dilutive deal with Blue Buffalo; the cost benefit tradeoff is misaligned. Odds: Not good.
  • Natura Pet Foods. The fate of Proctor & Gamble’s pet food portfolio has been a source of constant speculation.  P&G was rumored to be considering offloading its pet business when they acquired Natura Pet Foods in 2010 (http://wp.me/piXtL-cJ), which some took as an about face. They never integrated Natura, which would make it the most likely candidate among the P&G portfolio to be acquired.  Natura would provide Del Monte another power house brand in premium natural, but of greater significance is the fact it would be buying a portfolio of products (EVO, Innova, California Natural, Healthwise), not a single brand.  This would also enable Del Monte to keep Natural Balance in pet specialty, as the Natura portfolio would meet the same needs in mass.  This strategy runs into two problems, one from each side of the transaction.  First, Natura was the subject of one of the widest recalls ever in June of this year, when the company voluntarily recalled every product it made with an expiration date before June 10, 2014. It was their fourth Natura recall in as many months.  Would Del Monte buy a dented egg?  For the right price I suspect they would.  Second, a sale of Natura would only generate proceeds of less than $500 million, a rounding error for P&G, and therefore not much motivation to transact.  Odds: Possible not probable.
  • Iams Pet Foods/Eukanuba. In contrast to a Natura transaction, the sale of Iams and Eukanuba would likely fetch between $3.0 – $3.5 billion ($2.5 – $3.0 billion of that being Iams). This would be worthy of some attention for both sides. Merging Iams/Eukanuba with Del Monte’s pet food brands would make it the number two player in the market, with 20% share versus 35% for Nestle Purina Pet Care. Notwithstanding my comment about check size above, this deal would be tempting for Del Monte to consider. Iams and Eukaneuba generated approximately $2 billion in revenue in 2012 (allocating the other $300 million of segment revenues to Natura), and therefore would be attractively priced, consistent with the Natural Balance transaction. Notably, in July 2013, Del Monte tabbed Giannella Alvarez as Executive Vice President and General Manager of the Pet Business.  As part of her work history, Ginnaella spent time at P&G, albeit involved in a Latin American paper joint venture, but she may have some relevant connectivity to current leadership. However, a deal of that size would likely require the private equity owners of Del Monte to invest more equity, something private equity firms can be loathe to do.  The transaction timeline would also be elongated by anti-trust concerns.  While this deal makes a lot of sense, there are clear barriers to a transaction.  Odds: Possible.
  • Champion Pet Foods. The brand that few talk about in this conversation is Champion Pet Foods, which manufacturers and markets the Orijen and Acana brands of super premium pet food.  Champion was acquired by Bedford Capital Management in 2012, and the business has grown rapidly since the transition, benefiting from Natura’s channel exit and growing distribution offset by production complications related to a plant fire in December 2012. Champion’s regional formulations may not create production economies of scale (yet), but they garner a premium price among consumers who value a limited ingredient solution with a known sourcing pedigree.  While Del Monte wants scale in the brands it acquires, Champion is growing quickly and will become a target of major pet CPG companies over the next 12 – 24 months.  An acquisition would provide Del Monte a very compelling product stack in pet specialty.  Odds: Long, but logical.

Net net, post sale transaction Del Monte finds itself in an enviable position — with both cash and intent.  I do not expect that the company will rush into any transaction, but they have to buy and given the limited competition for premium assets in the space, look for them to strike while the iron is hot, or at least warm.

/bryan

down but not outEarlier this week, PetSmart’s public equity was downgraded by Deutsche Bank equity research analyst Mike Baker. Baker put a “Sell” rating on the stock, reducing his 12-month price target price from $73 to $65, or approximately 11%. In formulating his rationale, Baker cites two main drivers.  First, he views recent traffic erosion at the best in class pet retailer as being a longer term trend as opposed to a short term aberration.  Baker anticipates that slowing sales in super premium pet food coupled with limited food price inflation is going to make 2014 comps hard to deliver.  He views premium food as a key traffic driver for PetSmart. Second, Baker believes that the long term threat of ecommerce in the pet space is real.  He states that once consumers begin to recognize that free shipping is available on most pet food orders that adoption rates will increase.  Baker cites a Pethealth, Inc. survey wherein 89% of pet owners would purchase pet food online if shipping were free.

Notably, Baker’s has been negative on the stock for some time.  He’s had a “Hold” rating on the stock since February 2011 when Petsmart’s public equity was trading at $42, versus the $72 it was trading at prior to Baker’s downgrade.  As such, he missed a 71% movement in the stock over that time period.  While the arguments above are not new (maybe you actually read them here over a year ago), they are real.  However, as I have come to believe there is more to the story, and PetSmart may have more mechanisms available to combat these trends or find other growth avenues than one might expect.  Further, Baker’s call comes at a time where there is a lot of noise in the market, and therefore the significance of his observations from a timing perspective may, in fact be, overblown.  I explore each of these concepts below:

  • Holiday retail was weak all over.  First and foremost fourth quarter was tough for premises based retailers.  Fewer shopping days between Thanksgiving and Christmas, weather problems across the country, and political problems in Washington all conspired to make things tough on four wall retailers.  November store comps across all retailers missed guidance and online took share as a result of time compression and weather impediments.  While we are readily aware that ecommerce is growing faster than traditional retail, there is a lot of noise in the numbers; once that noise dies down we expect PetSmart to do just fine versus guidance.  Baker did not mention the bathwater when he threw out the baby.
  • Premium food rotation is slowing but growth levers in the category remain.  We were ahead of the curve in calling a category slowdown, but our experience has been that the slow of erosion has not been as steep as anticipated.  The category, which at one time was likely growing 25%, is estimated to grow at between 15% – 18% in 2014, a decent clip.  History has demonstrated that major pet specialty retailers still have levers to pull to combat this trend. PetSmart is pursing private/exclusive label concepts in the category, expansion of space dedicated to felines, and alternative form factors/niche brands as a means to combat slowing growth.  The fact they are undertaking a large consumables reset tells me they saw this coming. Further, with a rising stock market and falling unemployment what is not to say that retailers won’t seek price increases absent commodity inflation?  Nothing really. 
  • Other drivers of traffic and earnings remain.  PetSmart has done a great job over the past cycle driving traffic organically.  They have not become overly aggressive with promotions and they are not buying business by offering emerging products companies sweetheart deals or subsidizing ecommerce.  Their exclusive brands are a strong driver of customer visits and will likely be extended in both new and current categories.  Further, as they ramp up their smaller format stores it will enable them to grow faster in secondary geographies.  Couple this with slightly more aggressive promotions offset by continued share repurchases, more consumers coming into the fold as adoptions increase with the economic recovery, and innovation in the services segment and PetSmart finds itself fairly well positioned to meet expectations.  
  • Ecommerce threat is real but the competitive tension goes both ways. As you are likely to be aware, we ascribed to the theory that ecommerce is skimming customers from major pet specialty retailers. However, it is also clear that they don’t yet view the battle as worth fighting…yet.  While PetSmart has made some tangible moves to better position itself online, it has multiple tricks in its bag that independent ecommerce retailers can’t match.  For every store, PetSmart has a warehouse.  They can offer in store pick-up and returns.  They can bundle products and services.  They can get aggressive with pricing.  Until they rollout their full artillery on this front it’s hard to conclude that they can’t win back that which has been lost to date.

Net net, PetSmart is facing a number of headwinds impacting growth.  Some of their challenges are industry realities and some are self created.  However, we think the timing of these observations is being discounted.  PetSmart has major resets underway to combat these very concerns and multiple levers to pull if, as, and when needed.  The glory days may be gone but we have learned the hard way to bet heavily against the concept.  

/bryan

willieWillie Nelson once said, the early bird may get the worm, but the second mouse gets the cheese.  In this case, I’m not sure which mouse I was.  Just days after I published my fall pet report a number of news worthy items came into focus that would have merited a mention in my industry report.  However, several of the items provide direct validation of the trends I have been discussing here over the past year.

Of greatest significance was the headlines coming out of PetSmart’s Analyst Day presentation.  Just prior to their Analyst Day presentation on October 17th, management announced that they expected third quarter same-store-sales (“SSS”) comps to come in below the anticipated range. Management believes 3Q13 SSS will come in at 2.0% – 2.5% versus prior guidance of 3.0% – 4.0%. PetSmart has not seen comps this slow since 2009. Notwithstanding the company’s issues with driving traffic, management is sticking by its full year EPS guidance.

Notably, as part of their presentation, PetSmart finally addressed its web strategy in some detail.  CEO David Lenhardt noted that how to remain relevant to consumers across channels was one of his biggest concerns and that the company would be investing more of its marketing budget and CRM resources online. He went on to detail several new ecommerce initiatives include in-store inventory look-up online, improved mobile experience online, in-store pick-up, and opening of a new West Coast distribution center which will reduce shipping times. Lenhardt continues to believe that PetSmart’s position as a destination retailer and its services platform will continue to enable it to compete effectively against other online players.

Over the past year, I have been highlighting the risk of the internet to PetSmart.  I’ve not been alone in ringing this bell.  While I believe PetSmart is uniquely situated to perform well online long term, my concern has been that they have not had a coherent strategy. In light of recent financial performance, including 3Q13 guidance, I have to believe that other online players are succeeding at eroding some of the premium customer base of PetSmart’s and Petco, especially among a younger demographic.  The company’s willingness to detail their plan, after years of side stepping the question, tells me there is some truth to this theorem. While online will result in erosion of hardgoods share, because of the wide availability of these products online, the concern will not reach its apex unless and until pet specialty sees consumables share erosion to online.

Second, the long running narrative linking imported pet jerky story product to numerous pet deaths finally hit the headlines. News about pet death related to foreign jerky products have appeared in nearly every major online publication during the past week. My historical conversations with domestic manufacturers has been that regulatory bodies are not doing enough to protect consumers from imported product and instead have been myopically focused at cracking down on domestic producers.  While it is terrible that so many pets had to fall ill before we got to this point, it now seems we have arrive at the moment where the paradigm shifts. When the dust settles the winners will be consumers and branded treat companies with domestic sourcing and production pedigrees.

Third, Whole Foods announced that they are launching a house brand of premium value oriented pet products. Whole Paws will consist of 24 SKUs addressing both dogs and cats cutting across multiple categories ranging from grain-free food and treats to cat litter.  The attempts of traditional grocery to cut into pet specialty sales are, like the jerky story, old hat for those that follow the industry closely, but the within the natural segment pet remains an under monetized opportunity. Grocery continues to leak share to both mass and pet specialty, due to price and assortment respectively.  However, natural has a real market opportunity in my opinion because it can provide grocery consumers more of a one-stop-shop.  While space limitations will ultimately cap the potential of the natural channel within pet, this product line launch is a clear demonstration that store managers are starting to understand the potential of pets within their channel.  Natural could become a nice bed for incubation of emerging brands with a wellness oriented theme much the way it was in natural beverage, healthy snacks, and gluten free foods.

Finally, the relative pull of the pet industry on owners was again affirmed to me when I became aware that pet owners will purchase nearly $330 million of costumes for their pet this year. This amounts to approximate 22 million consumers spending, on average $15 annually.  What consumer pressures on pet?

/bryan

 

noseFor those of you who are consistent followers of my blog, you might recall earlier this year I was rather sanguine (on a relative basis) with respect to the prospects for the pet industry in 2013. My thesis was based upon three factors. First, that a tepid recovery would result in slower pet population growth and the waning of the pet food upgrade cycle. Second, that slowing comp (same-store-sales) growth at PetSmart was in fact a proxy for the industry. Finally, that declining influence of the baby boomers, who have slowed pet replacement, would not be sufficiently supplanted by the necessarily levels of spending growth by Gen X/Y to propel the industry forward at projected levels.

As we round the final turn in the calendar year and head for home, things have not played out quite as I had expected.  The industry has proven itself to again be resilient and more adaptable than even I recognized. The economic recovery has been aided by strong equity returns and rising home prices that have exceeded most pundits expectations. Notably, this has resulted in solid growth in industry related personal consumption expenditures that indicate the industry should deliver projected 2013 results. While PetSmart comps are in fact slowing, management has found ways to adapt — prolonging the pet food upgrade cycle through expanding offerings and more square footage dedicated to the premium aisle, resetting key categories such as canine hardgoods, and evolving service offerings to be more compelling.  Management also reported their belief that the company’s online strategy is producing above market returns. Finally, pet adoption rates, a key driver of spend, have accelerated in 1H2013 adding additional reason for optimism. While there may be clouds on the horizon, rain does not appear imminent. As such, we expect the industry to hit its annual growth projections.

In addition to strong growth, we are also predicting that 2013 be a good year for industry related transactions, both M&A and private placements. One of the best predictors of future M&A volume is trailing private placement volume. Generally speaking, private and growth equity firms have three to five year hold periods. From 2010 – 2012 private placement volume met or exceeded M&A volume in the pet industry. Investments made in 2010 are now starting to come into season. Given the number of companies that will enter their exit window over the next two years we expect transaction velocity to continue to grow. Consumables, distribution, and hardgoods are expected to lead the way. Based on 2013 private placement volume we expect this to become a long-term trend.

The year has also produced a number of trends that we expect will have long term implications. Among these, we are seeing acquisition rationales of large strategic acquirers focus on the value of acquired brands in the pet specialty channel. As an example, when Del Monte Foods acquired Natural Balance Pet Foods, it was the latest in a long line of wellness oriented pet properties snapped up by a large strategic acquirer. Historically, these acquired brands have migrated out of pet specialty and into mass where the market opportunity is perceived to be greater. Our understanding is that Del Monte intends to keep Natural Balance in its current channel. Sure we have heard this before from other buyers, but if you consider that mass is losing sales to pet specialty and currently there is a lack of large brands in independent pet specialty with traffic pull, we may be reaching the tipping point where taking share in broader pet specialty is the more attractive opportunity. Increasingly, we see large strategics seeking ways to connect with a premium consumer in pet specialty and believe that acquisition rationales will increasingly rely on this inherent logic.

Additionally, we are seeing a proliferation of direct-to-consumer models in the pet industry. While ecommerce is the most well known business model for direct sales to consumers, a number of alternative models (flash sales, curated retail, marketplace) have emerged post-recession. During the past twenty-four months, companies promoting these models have begun targeting the pet space.  Notably, Bark & Co. (curated retail), Dog Vacay (marketplace), and A Place for Rover (marketplace), have all raised significant amounts of capital. What these companies, and their backers, are betting on is that as Gen X/Y, demographics that have grown up transacting online, ascend in purchasing power these models will see increasing adoption.

As always, a more complete exploration of these topics and the broader industry are available in my report (post here or email me to request a copy).

/bryan

elvisIt’s hot in Las Vegas in July.  I mean, uncomfortably hot if you ask me.  Maybe 10 years of living in the Pacific Northwest has made me a warm weather wimp, but facts don’t lie — Las Vegas averages over 100 degrees in July.   So when the SuperZoo tradeshow date was moved for 2013, the only thing I could think of was the possibility I would melt while wearing my show badge.  In reality, repositioning the show time to mid-summer makes a lot of sense, but still Las Vegas in July?

When the numbers of are tallied for this years show, I’m sure it will be a record, both in terms of number of attendees and exhibitors.  It felt like the number of companies renting booth space doubled either as a result of industry growth or the repositioning of the shows timing.  I had the opportunity to spend a few days both on and off the floor and below is a summary of my observations:

  • Performance is Solid, Expect Consolidation.  Overall, industry sentiment remains strong.  Existing companies are reporting solid growth driven by consistent consumer demand and new companies reported strong interest from both domestic and foreign retailers. Both operators and large strategic players I spoke with predicted the pace of consolidation would accelerate. Consolidators are looking for brands they can convert to mass as well as opportunities to develop relationships at independent pet specialty.  The later strategy is no longer lip service, as the dedicated pet channel continues to take share from mass.
  • Large Players are Trying to Peg the Customer. Grain-free, limited ingredient, organic, natural, regional formulations, raw/freeze dried/frozen, made in U.S. There are so many concepts that are currently in play in the pet industry.  However, there is lack of fundamental research as it relates to what is actually motivating consumers to transact.  As major pet food companies contemplate their next deal, the proof points inherent in any strategy need to be as developed as possible in order to motivate an acquisition.
  • Small Companies are Innovating We met with a number of small companies who were engaged in dialog at the show by the major pet specialty retailers.  This is a sign that retailers perceive that their offerings are innovative enough to draw traffic and do meaningful turns.  While I don’t think companies with limited SKUs are going to be able to compete with large product providers long term, we do see moment in time opportunities and for some that time is now.
  • Competition for Petco and PetSmart Continues to Mount. When we look at the growth in independent chains such as Petsense and Pet Food Express, it is clear to us that these concepts are resonating with consumers in a meaningful way.  You simply don’t get that sort of box growth without consumer demand. These retailers had a more open presence at the show and a number of product providers were discussing their positive experiences with them.  I continue to believe the proliferation of these concepts is good for the industry.

If you have been reading my blogs, you know I entered this year a skeptic, maybe even a pessimist, albeit a relative pessimist.  Based on the financial results we are seeing from core public companies, the economic data we are seeing related to the industry and the sentiment we experienced at the show, I am officially off the couch and on the bus with the bulls, maybe just in the back seat.

/bryan

ropeadopeIn 1974, while fighting George Foreman, of The Foreman Grill fame, in Zaire (now the Democratic Republic of Congo) (aka “The Rumble in the Jungle”), Muhammad Ali pulled off arguably his greatest upset.  Few thought Ali could take down the larger and younger Foreman.  However, Ali, whose career had been defined by a direct attacking style featuring consistent foot and head movement, had a trick up his sleeve.  That trick involved Ali laying on the ring ropes, employing limited, if any, movement, for most of the initial rounds, allowing Foreman to punch him in the body.  As Ali rested on the ropes, most of the brunt of Foreman’s punches were absorbed by the ring structure, as opposed to Ali.  After a few rounds, Foreman began to tire from the endless exertion, despite inflicting limited damage to his opponent.  In the fifth round, Ali returned to his direct style and was able to easily dominate the wilting Foreman.  The rest, as they say, is history.

The strategy Ali employed became known as the “rope-a-dope”, a phrase coined by publicist John Condon.  As I listened to PetSmart’s 1Q2013 earnings call, I could not help but to think management was doing to me what Ali had done to Foreman.  To achieve the full effect of the parallel, we need a bit of a history lesson first.

During the past three years we have come to expect impressive performance from PetSmart.  As the pet industry entered the limelight post recession, the company was its poster child.  As the pet population resumed positive growth and as consumers entered into a seemingly endless upgrade cycle, PetSmart’s performance and public equity valuation took off.  Over the past three years, PetSmart has grown faster than the industry by 2.6% (2010), 2.4% (2011) and 5.0% (2012).  As a result, its equity price has exceeded the return S&P 500 by (round numbers) 18% (CY 2012), 29% (CY 2011) and 37% (CY 2010).  For this corresponding period, PetSmart produced same-store-sales growth of 6.4% (FY 2012), 5.4% (FY 2011) and 4.8% (FY 2010).  Comps were supported by strong growth in average ticket size and solid traffic numbers.  Earnings ballooned from $1.59 (fully diluted) per share in FY 2010 to $3.55 (fully diluted) per share for FY 2012.   So it came as a surprise to many, myself included, when, earlier this year, the company proffered a sanguine view of forward performance — same store sales growth of 2% – 4% versus 5% consensus and earnings growth of 10% – 12% versus 15% consensus.  The news sent the stock plunging.  At some level PetSmart had become a victim of its own success as this forward projection would be enviable by any specialty retailer.  Add in a poorly communicated management succession with some channel creep (see here — http://bryanjaf.wordpress.com/2013/02/04/has-petsmart-peaked/), and bearish sentiment started to creep into the minds of many pundits, including myself.

So, when PetSmart announced 3.5% same-store-sales in 1Q2013, an acceleration of the two year comp trend from 5.1% to 5.5% and steadying traffic trends, many were surprised.  I was surprised. Management then did what it has in the past, raised guidance for the year.  For someone reading the tea leaves by tracking monthly personal consumption expenditures on pets through the Bureau of Economic Activity, which showed 5% growth in February and March, or Nielsen data that showed consumables accelerating by 4.6% in 1Q2013, PetSmart’s numbers should not have come as a shock.  Effectively, management had rope-a-doped us (actually they have been doing it for a long time, beating the high end of guidance 11 of the past 20 quarters), re-setting inflated expectations to more reasonable levels and then used what would be otherwise be viewed as modest numbers by the specialty retailer to ignite positive momentum in the company narrative.  In the process, they set aside the concerns about management and the internet in one earnings call, saying our core business is going to do just fine.  Analysts responded with upgrades and higher price targets for the stock.

While I remain cautious on PetSmart’s ability to continue to buck the trend long term, the quarter was settling to me and re-framed my focus on what matters — how is the core industry participant responding to the current economic environment as it relates to pet, as opposed to vexing over the company’s ability to respond to leading edge groups like GenX and Hispanics who appear to be changing their purchasing behavior.  Net net, the near term outlook appears solid but I maintain steadfast in my belief that PetSmart and its core competitors will need to evolve their model to maintain share long term in a world of increasing mobile commerce, proliferation of venues for pet product availability, and a consumer who is focused on pet health and wellness.

Congrats to PetSmart’s management, they pulled one over on me.  I got rope-a-doped, no question about it.

/bryan

DVPYesterday, Del Monte Foods announced that they had entered into a merger agreement with Dick Van Patten’s Natural Balance Pet Foods.  The deal is expected to close in June, no financial information was disclosed. The fact that a transaction involving Natural Balance occurred is no surprise, the form of the transaction, well that is another story.

Some five years ago San Francisco consumer growth equity fund VMG Partners made an investment in Natural Balance, taking a minority position for an undisclosed amount at an undisclosed valuation (you might see a trend here).  The investment made a lot of sense for both sides at the time.  VMG had recently closed their first fund and was quickly able to get their brand associated with one of the leading independent players in the pet industry, a fact that would help them win the the Waggin’ Train deal later that same year.  Natural Balance was seeking to fuel growth and was able to attract the money at a valuation based on future financial performance. On paper, it was a win-win.

Generally speaking, minority investments from institutional equity funds come with a redemption right often set five years from the date of the investment (we see them range from five to seven years, but more heavily weighted towards the lower end of that range).  These rights require the company to repurchase the shares of the investor for the greater of a floor valuation (usually a multiple of invested capital) or fair market value. As a result, a minority investment often is the precursor to a larger financing or sale transaction.

With VMG’s mandatory redemption right looming, Natural Balance began to evaluate the potential for a transaction early in 2013.  While the company had grown nicely during VMG’s tenure as in investor, the San Francisco firm was a small player and had limited influence over strategy and operations.  Since 2007, revenue seemed to move up and to the right (exceeding $200 million), but profitability was elusive.  In contrast to Blue Buffalo, which is twice the size of Natural Balance, and boasts “high teens” operating income margins, Natural Balance was not thought to be highly profitable.  This would become a problem when the company went to market.   To raise sufficient capital to take out VMG (which generally invests +/- $20 million per deal) the company would need to raise a significant chunk of change. Assuming a redemption right at three times invested capital, Natural Balance would have had to raise in excess of $60 million, and likely much more. Equity funds do not write checks of that size in to companies with low levels of profitability at attractive valuations; enter Del Monte.

Del Monte was responsible for establishing the modern valuation paradigm for leading pet food and consumable companies through its acquisitions of Meow Mix and Milk Bone in 2006.  Today, when pet companies talk about being valued at 2.0x – 3.0x revenue, these are the transactions that set that precedent.  However, since that time Del Monte had undergone a transaction of its own, having been purchased by buyout giant KKR in 2010.  Notably, KKR would go on to purchase Pets-At-Home later that same year. While I have no insider knowledge of the purchase price, the acquisition of Natural Balance was unlikely to have taken place at those levels given the lack of profitability and limited competition for the transaction.  Natural Balance did not hire an agent or run an auction.  One of the driving factors for the deal was likely that Del Monte could rapidly expand Natural Balance’s distribution footprint through its Pets-At-Home franchise.

Net net, this appears to be a good pick-up for Del Monte making them an instant player in the natural category and in super premium.   It was able to achieve those objectives without shelling out the $1.5 billion Blue Buffalo has reportedly sought from strategic acquirors.  Opportunity knocked and Del Monte answered.  Expect them to keep the product in the pet specialty channel, as opposed to migrating it to mass a la Natura. VMG wins as well, likely making more than their mandatory redemption due to the valuation that would be associated with Natural Balance in a 100% sale transaction as opposed to another minority financing.

/bryan

arrowAs most of you are well aware, the pet industry is in fact quite large.  Depending on how you measure industry size, the pet industry is the fourth largest consumer segment of the U.S. economy (excluding health care).  And where there are large market opportunities, logically, they are capital inflows from investors, both public and private, seeking to create wealth from changing dynamics in those markets.   As an example, if you were an investor in PetSmart’s public shares over the past five years, you have enjoyed a handsome return from the specialty retail chains’ ascendency, as consumers spent more on their pets as part of the broader humanization trend.

Pet companies have also received a considerable amount of interest from private equity funds seeking to capitalize on the growth trends inherent in the industry.  While I do not have purview into every equity funds predilections, I have yet to come across a consumer oriented growth equity or buyout fund that does not have an interest in the pet space.  Many of them long to replicate the success of Eagle Pack Pet Food, Old Mother Hubbard and Banfield Pet Hospitals.  This “professionalization” of the industry has been a thematic I have waxed on about at length in my prior reports.

However, despite the size of the opportunity and the amount of available capital seeking that very opportunity, private equity transaction volume in the pet industry has in fact been quite limited.  To put this in perspective, according to the Pitchbook platform, there were 364 private equity transactions completed in 2012 that involved consumer facing companies.  Of that deal volume, the pet industry made up just over five percent of private equity deal volume with 19 reported transactions.  The is a decline from the past three years, where pet industry transaction volume made up just over seven percent of total consumer transaction volume.  The chart below tracks the trend over time (source: Pitchbook).

GraphThrough April 2013, there have been six reported private equity investments in the pet industry, putting the industry trend at risk for a second consecutive deceleration.  So what gives?  A few thoughts based on my experience.  First, the interest of private equity in the industry does not align well with the size of its participants.  As a general rule, private equity firms target companies with at least $5 million in Operating Income, with a strong preference for more.  That is not to say that growth equity and buyout deals don’t get done involving pet businesses of every size, but the core interest from these investors is in companies with a strong track record of profitability.  The pet industry has a limited number of companies that fit this mold, with most businesses being bigger or well below that threshold.  Second, there is an active consolidator market in the industry which is a headwind for private equity firms to get a deal done.  If a seller can get a better valuation from a strategic, they will often bypass the private equity market all together and wait to do a strategic sale. Finally, the interest of private equity in the space tends to be disproportionately oriented around pet food and veterinary clinics. A lack of opportunities in these segments has increased focus on retailers, distributors and, more recently treat companies, but a historical sector bias has certainly limited deal volume.

I remain long term bullish on private equity and the pet industry, but, as evidenced by the above, the relationship between the two has some inherent complexity.  However, as private equity gets a track record of success in a broader segment of industry sectors look for the industry to embrace outside equity more fully.  Deals beget deals.

/bryan

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