Premium Brands Holdings Corporation (TSX:PBH)
85.10
-0.15 (-0.18%)
May 1, 2026, 4:00 PM EST
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AGM 2021
May 5, 2021
Ladies and gentlemen, welcome to the Annual Meeting of Premium Brands Holdings Corporation. Please note this meeting will be recorded. I would like to introduce Bruce Hodge, Chairman of the Board. Mr. Hodge, the floor is yours.
Thank you, Oliver. Good afternoon, ladies and gentlemen. My name is Bruce Hodge, and I am the Chairman of the Board of Directors of Premium Brands Holdings Corporation. I will be chairing this meeting. Welcome to the Annual General Meeting of Shareholders of Premium Brands Holdings Corporation.
In order to ensure that this meeting covers all required business in an efficient manner, we have prearranged with Doug Goss and Will Polutic to move and to second, respectively, the motions of business at this meeting. This procedure is in no way intended to discourage any comments or questions from shareholders who are present today. Please note that questions can only be submitted through the virtual meeting platform. Please note that only share only eligible shareholders are entitled to vote at this meeting. Eligible shareholders are defined as registered shareholders who held their share in their name at the close of business on Friday, 03/19/2021, the record date of this meeting, or their validity appointed valid sorry, validly appointed as trust holders.
The meeting will now come to order. Douglas Goss will be acting as secretary in paper for this meeting. Sandy Hunder of TSX Trust Company will be acting as scrutineer. The notice and access notification to shareholders respecting this meeting was mailed to the shareholders of the corporation in in accordance with National Instruments 54 dash one zero one on 04/01/2021 as evidenced by the affidavit of mailing of Lenschie Costesca of TSX Trust Company and the registrar and transfer agent of the corporation. The affidavit of mailing of Lenski Costesca will be annexed to the minutes of this meeting as appendix one.
If you have all received a copy of the notice that's calling this meeting, I would request a motion dispensing with the reading of the notice.
Mister Chair, I move the reading of the notice of this meeting be dispensed with.
I second the motion.
Are there any objections to this motion? As no objections have been raised, I declare the motion carried. And with proof of service of the notice calling this meeting duly tabled, I direct a copy of the notice together with proof of service kept by the secretary with the records of this meeting. The bylaws of the corporation provide that a quorum for the transaction of business at any meeting of shareholders shall be two persons in present or by means of a telephonic, electronic, or other communication facility that permits all participants to communicate adequately with each other during the meeting, and each entitled to vote at the meeting and holding or representing by proxy, not less than of the votes entitled to be cast at the meeting. I have received the scrutineers report on attendance and confirm that this criteria has been satisfied.
Therefore, I declare that there is a quorum present at this meeting. The scrutiny report will be attached to the minutes of this meeting as appendix two. I now declare that this meeting is regular regularly called and properly constituted for the transaction of business. There will be an opportunity to ask questions regarding each resolution and terms, noting that questions may only be submitted through the virtual meeting platform. As chair, I will pause for an the appropriate amount of time to allow shareholders to submit their questions.
Once discussion on all items of business has been concluded, I'll give you a minute to enter your votes and then declare voting to close on all resolutions. The results of the meeting will be released today and will be available on our website. We will run through each of the items on the agenda in turn, responding to questions that an item on that item of business while it is before the meeting.
I now
declare the polls open on all resolutions. The next day of the business is presentation of the corporation's audited financial statements for the financial year ended 12/26/2020 together with the accompanying report of the auditors. The corporation's financial statements for the financial year ended 12/26/2020, together with the auditors report thereon and management discussion on the regarding SANE, will file a computer on 03/11/2021 and are available for viewing and or printing at no charge on the SEDAR website at www.sedar.com. Copies of the corporation's financial statements together with the audited report were also made available on the corporation's transfer of the TSX across the company's website.
As you
no doubt have had an opportunity to review this material, I would request a motion of dispensing with the reading of the financial statements as auditor's report.
Mister Char, I move the reading of the corporation's financial statements for the financial year ended 12/26/2020 together with the auditor's report thereof be dispensed with.
I second the motion.
Are there any objections to the motion? As there are no objections to the motion, I declare the motion carried. The next item of business is the appointment of PricewaterhouseCoopers LLC as a possible corporation, and I ask for a motion in this regard.
Mister chair, I move that PricewaterhouseCoopers, chartered professional accountants of Vancouver, British Columbia, be appointed as auditors of the corporation until the close of the next annual meeting or until a successor is appointed at remuneration to be determined by the board of directors of the corporation.
I second the motion.
The motion
for discussion. You have heard the motion, and if there's no further discussion, I would ask that anyone who has not previously voted their shares in this regard, please do so. The results of the vote will be announced later in the meeting once all of the votes have been tabulated. The next item of business is 16, number of positions on the corporation's board of directors. I would request a motion in this regard.
Mister chair, I move that the number of directors of the corporation be elected at this meeting be fixed at no more than eight.
I second the motion.
You have heard the motion, and if there's no further discussion, I would ask
that anyone who has not
previously voted their share of the meeting, please do. The result of this vote will be announced later in meeting once all of
the votes have been passed.
It is now in order to proceed with the election of directors. Management's nominees for elections as directors of the corporation are listed on the pages 17 through 24 of the corporation's information circular. They are Sean Shea, Johnny Campy, myself, Kathleen Keller Hopson, Hugh McKinnon, George Paliologou, Mary Wagner, and John Zaplavinski. The shareholders of the corporation have been asked to either vote before or to withhold their vote for the election of each of management's individual nominees. Each director elected today will hold office effective as of the completion of this meeting until the close of the next annual meeting with shareholders or until his or her successor is duly elected or appointed unless his or her office is earlier vacated in accordance with the articles of corporation or unless he or she becomes disqualified to act as a director.
Proxies have been received sufficient to elect all of management's nominees. If the court and the president have other nominees they wish to propose for consideration, the board
will be
pleased receive their name for consideration for future elections. In light of this, are there any further nominations?
Mister chair, the virtual platform would suggest there are no nominations no further nominations.
Thank you. I now declare the nominations closed. Mister Doss?
Motion. I move that Sean Chia, Johnny Campy, Bruce Hodge, Catherine Keller Hobson, Hugh MacKinnon, George Eliaroglu, Mary Wagner, and John Zapatinsky be appointed as directors of the corporation to hold office until the close of the next annual meeting of shareholders or until each of their successors is elected or appointed. This is,
George Palelogo. I second the motion. You have
heard the and I would ask that anyone who has not previously voted their shares in this regard, please do so now. The results of this vote will be announced later in the meeting once all of
the votes have been tabulated. The next item of business is
the approval of the advisory resolution company's executive
through the compensation and human resources committee, is responsible
for formulating and monitoring the effectiveness of the corporation's executive compensation compensation program. Program. The The Board believes that the corporation's shareholders should have an opportunity to express their opinion on the corporation's executive compensation program by voting for or against the resolution set out on page seven of the Information Circuit. As this is an advisory vote, the result of this vote will not be binding upon the board. However, the board and the compensation and human resources committee will consider the outcome of the vote as part of their ongoing review of the corporation's executive compensation program.
In order to meet the requirements of the Canada Business Corporations Act, this resolution must be passed by the majority of votes
cast by the
shareholders of the corporation. As you have all as you have all had a chance to review the resolution prior to the meeting, I would request a motion dispensing with the formal reading of this resolution.
Mister chair, I'll move the formal reading of the resolution approving the corporation's approach to executive compensation found on page seven of the information circular, be dispensed with.
I second the motion.
Are there any motion? As there are no objections to the motion, I declare the motion carried. I ask that anyone who has not previously voted their shares regarding this resolution, please do so. The results of this vote will be announced later in the meeting once all of the votes have been tabulated. I would now advise that we are closing the polls.
It is 01:45PM Pacific time. I will close the polls with respect to all resolutions in thirty seconds to allow all line votes to catch up. The polls are now closed. While the ballots are being tallied, we will receive a brief update on the corporation's operations from George Paliologou, our President and Chief Executive Officer and Will Kalutych, our Chief Financial Officer.
Thank you, Bruce, and welcome everyone to our twenty twenty one AGM. Hopefully, you all have the presentation in front of you. Our CFO, Will Kaluvich, and I are going to take you through a formal presentation followed by Q and A. This is the second AGM by video conference and hopefully the last as we love meeting you, our fellow shareholders, in person. Slide two and three are standard disclaimers as usual on Slides two and three.
Slide four. As you can see, it's been quite a journey over the past sixteen years. We've grown substantially from humble beginnings. We began with eight operations located mainly in Western Canada, and we have now expanded across Canada and The U. S.
Our overall platform now includes an investment in a dry cured meats company located in Parma, Italy and also includes seafood assets in The UK and in Argentina via our investment in Clearwater Seafood. Slide five, our vision is very simple and straightforward. We want to invest in and support companies that are doing really good things in the food space. Slide six, making great quality food and taking care of our people, our communities and the environment is also good for business. Over the past sixteen years, we have delivered a 23 compounded annual return to our long term shareholders.
As you can see in this chart, our stock chart correlates well with the growth in our free cash flow per share. Slide seven, we invest our capital carefully and responsibly. We're diversified across many parts of the food space, and we sell our products globally. We back incredibly talented people, and we support them over the long term. We don't buy businesses to flip them, and we're not afraid to invest in state of the art technology and best in class operations.
Slide eight. Our core values and guiding principles are common DNA, as we call it. We understand our responsibilities to our communities and to the environment. We support regenerative agriculture, the humane treatment of animals, the sustainable stewardship of our fisheries, and most importantly, we prioritize the well-being of our people. Slide nine.
2020 was a year like no other. Crisis management every day. Everything that could go wrong did. We were stress tested to the maximum every day. But thanks to our unique culture and great people, we persevered.
We're emerging from this nightmare stronger and more resilient. Our first comprehensive ESG report is due to come out in June. We're committed to achieving carbon neutrality, and we'll be disclosing targets and objectives in our upcoming ESG report. We're also committed to producing authentic food that is healthy and nourishing. We understand that climate change represents a significant existential risk to our business and to the world as we know it.
We believe that our passion for regenerative agricultural practices, combined with our stated objectives to help reduce food waste while producing satiating nutrient dense food, will improve both the environment and human health and also help reduce food insecurity. We believe strongly that humans cannot thrive when nature around them suffers. Our company, Yorkshire Valley, is a proud sponsor of various organic and regenerative agriculture initiatives, including being the lead sponsor of the Canadian EcoScholar Award. The following video introduces you to some brilliant student contestants and gives you an idea of why we're so excited to support the regenerative agricultural movement. Video?
My name is Molly Thomas. I'm 27 years old, and I live on Treaty 6 Territory in Edmonton, Alberta.
Hi. My name is Michelle Carpenter, and I'm a PhD student here at the University of Manitoba.
Hi. My name is Kira Lightburn, and I am a PhD candidate at the University of Guelph as well as a Vanier Canada scholar.
I'm Cy Perry, and I'm willing to put in the effort and give it everything I've got to learn, grow, and eventually work towards making the world a greener place.
One goal I have as an urban planner is to increase the number of regenerative urban farms in my city.
But I do have a goal. Revitalizing the soil, producing nutrient rich fresh produce, and redirecting our dependence on fossil fuels towards better renewable energy sources.
So I decided to turn my passion into a PhD. I am currently looking at physiological strategies that organic lines use to take up phosphorus under low phosphorus conditions and in conditions where phosphorus is provided by manure.
My current PhD project is focused on assessing bee and flowering plant biodiversity in organic and non organic rotationally grazed pasture lands across Southern Ontario.
The organic regenerative movement is growing, and I'm excited to be a part of it.
Slide 14. Sales channel diversification remains a key objective. Our progress over the years in this area was a key factor in helping us pivot our capacity to new customers when the pandemic decimated demand in certain foodservice A map of the locations of our various operations in North America. For next year's AGM presentation, we will replace this map with a more global map showing some of our operations around the world that came with our recent investment in Clearwater Seafood.
Our U. S.-based sales continue to grow. For Q1 twenty twenty one, our U. S.-based sales in our Specialty Foods division exceeded our Canadian based sales for the first time. We have tremendous runway to grow our business in The U.
S. For many years to come. Slide 16. We were very active with acquisitions during 2020, and we remain very active in 2021. We're very well positioned to take advantage of the various opportunities that will be created from the great reopening of the various economies around the world.
We're emerging out of the pandemic stronger, bigger and more resilient. Many of our platforms have reached or are close to the $1,000,000,000 mark in terms of sales. Our platforms are well positioned for further growth by expanding capacity and by driving great innovation. Slides 18 to '23, our protein group thrived during 2020 as consumers prioritize quality and convenience. The next few slides show you some of our exciting new products we launched during 2020 and 2021.
Slide 24. Our sandwich platform had a rough start to the year in 2020 but rebounded nicely as the QSR channel came rolling back. We are continuing to invest in automation and robotics as a way of building on our many competitive advantages in this area. The next slide shows you some of our artisan panino, wrap and sandwich products, followed by two videos that demonstrate the progress we're making in automating our panino and sandwich lines in The U. S.
The generation three line in in our sandwich group. We're now on Slide 28. Our seafood platform took tremendous strides over the past few months with our investments in Allsea, Starboard and, of course, Clearwater Seafood. Our seafood platform is very well positioned to grow as economies around the world reopen. In fact, our overall seafood group delivered a record quarter in Q1 twenty twenty one, driven by the reopening of foodservice channels in The U.
S. And in China. Slide 29. This slide demonstrates our unique vertical integration capabilities from ocean to plate. We have access to best in class seafood resources that are highly coveted around the world, but also leaders in traceability and in sustainability.
Slides 30 to 33, these slides show you some of the progress we're making in value adding and branding some of our seafood products. We believe that we have a unique opportunity to connect the end consumer with the entire supply chain, demonstrating environmental stewardship, sustainability and traceability in an area that often lacks these important attributes. Slide 34, our distribution platform demonstrated its resilience during 2020 by pivoting to other sales channels while continuing to support its food service customers that were impacted greatly by the various lockdowns. This platform continues to operate in a difficult environment, but it is very well positioned to benefit from the reopening of the economy and the return of the out of home dining. Slides thirty five and thirty six, as the picture show, our various distribution businesses continued to add capacity during 2020 and are very well positioned for growth as the pandemic platform continues to grow and is currently investing Slide in doubling its capacity and enhancing its ability to service its growing business in The Western U.
S. And finally, on Slide thirty thirty nine, our culinary group welcomed Global Gourmet into its ecosystem during 2020. Global Gourmet is a leading soup, protein mix and sauce business with exciting opportunities to leverage PB ecosystem resources to grow its business in Asia and in The U. S. I will now pass it back to Will for the financial part of the presentation.
Will? Thanks, George, and
welcome, everyone. I'm going to start my presentation by talking about the single largest challenge our company has ever had to face, and that is the COVID nineteen pandemic. This first slide shows you the impact in 2020 of COVID on our company by quarter. You can see starting in the first quarter was actually a positive impact as the bump we saw in our retail sales of about $15,900,000 was offset by only about a $9,300,000 impact from lost food service sales, so a net positive impact of $6,600,000. But then going into the second quarter of the year, you can see the dramatic impact it had on us.
George referred to it earlier. $132,000,000. Almost all our sales channels were impacted, QSR, retail due to a list of logistics challenges, C store, food service, airlines, and cruise lines. This quarter accounted for 62% of the impact of COVID on our company in 2020. Then as we move to the third quarter, you can see quite a quick recovery driven a lot by QSR and some normalization in the foods at the retail channel and c store channel.
And then a bit of a bump back up in the fourth quarter as a result of foodservice related events being canceled, year end events being canceled. So overall for the year, roughly a $212,000,000 impact on the company. And like I mentioned earlier, certainly the greatest challenge we've ever faced. Next slide. The good news is that when you strip away the impact of the pandemic, many of our businesses generated very strong organic growth in 2020.
The chart illustrates the solid blue line, our actual organic growth rate, and then the dotted line normalizes for the impact of COVID, the that the business is impacted by COVID. So you can see that when you look at the businesses normalized for COVID, you know, we had pretty consistent growth of high single digits, low double digits over the last five quarters. And this is really showing the underlying strength of of many of our businesses that's been masked by COVID. You know, there's been four main drivers of this growth. One is our strategic focuses on our focus on product categories benefiting from a number of consumer trends.
These include meat snacks, artisan sandwiches, seafood, charcuterie, cooked protein, artisan breads, all the categories that George went through earlier. They're benefiting from consumers' demand for convenience, high quality, protein rich diets, and healthier eating. The next driver has been investments we've made in capacity in the last several years. We've invested about $230,000,000 in incremental capacity supporting those categories. And '20 late twenty nineteen, 2020 were the years where we started gaining traction many from many of those investments.
Thirdly, it's been our US expansion, which has been a tremendous success. Essentially, it's taking all of our unique differentiated products and into a bigger market that's being driven by the same trends that has driven our past success in Canada. And as George mentioned earlier, with the success in our specialty foods segment, we are seeing tremendous growth there. And then finally, acquisitions. We've invested about $1,200,000,000 in acquisitions over the last several years.
And generally, with them come a whole host of organic growth opportunities from accessing new products with existing products and brands to new products for our distribution networks to leveraging the brands of the newly acquired companies. Next slide. Talking about our revenue for the quarter, we generated sales of $4,068,900,000 in the for the year, sorry, representing about $420,000,000 of growth or a 11.5% increase. Stripping away acquisitions, our organic growth for the year was about 5.9% despite the impacts of of the the pandemic. If you look at the the bar that's labeled twenty twenty n two, In that bar, we've normalized for the COVID impact, the two hundred and twelve million I talked about earlier.
And you can see it on that basis, we would have generated about 4,300,000,000.0 in sales and which would translate to about 11.6% in organic growth, again, reflecting the traction we're gaining in those underlying businesses and the investments we've made in the last several years. Another normalization we've added to the chart, we call it twenty twenty n one, which is very interesting, all we take or normalize for in this this this number is for the impact of q two, as you saw earlier, which accounted for 62 of the COVID impact in 2020. Normalizing for just that, we would have had $4,159,000,000 in sales, representing a 14% increase from 2019. And interestingly, if you compare that number to our original guidance for the year and I should say, in that normalized number, we also stripped out the impact of acquisitions made during 2020. And so when you look at that number and compare it to our original guidance for the year, you can see we're well above the $4,075,000,000 top end of our range.
Again, just another indicator of the strong fundamental growth going under happening beneath the noise of the pandemic. In terms of our CAGR over the last ten years, you can see we've grown our sales at about 22.5%. Again, combination of organic and acquisitions growth. And last comment on the slide is on the far right, we show our 2023 targeted sales. This is from the five year targets we set back in 2018, 6,000,000,000 in sales.
And with that, I'll I'll flip to the next slide, which gives you a bit of a road map of how we see getting to that $6,000,000,000 in sales, a number we're very comfortable with. You know, we start with our 2020 actual sales of 4,068,000,000. We normalize for the COVID impact, which we are very bullish on once the economy starts opening up, seeing a nice recovery there in our food service businesses. And then we annualized for acquisitions completed in 2020 or announced in 2021, which is about $325,000,000 And then the next number is a bit of a calculated number. We looked at starting from our $4,068,000,000 in sales.
We added 6% compounding growth for the next three years, 'twenty one, 'twenty two and 'twenty three, to take us to our 2023 sales target. That gave us about another $840,000,000 in growth. And to put that 6% target in context, that's a volume target. In the last two years, normalizing for COVID, we've grown at about nine point seven percent. And if you look over the last ten years, our nominal growth rate has been about 7% to 8%.
So we're very comfortable with that 6%, a nice conservative number. And then finally, the plug to get us to our $6,000,000,000 target is acquisitions. We need about $550,000,000 in acquisitions. The reality is when you look at our acquisitions pipeline today in what we call our advanced bucket, These are acquisitions where we have a term sheet. We're well down the road in negotiations and and are very confident on closing the transaction.
That accounts for about 342,000,000 in revenue. So a a good chunk of that $554,000,000 which, again, is a three year number we need to achieve. And then also to give a little context to that number, over the last three years, we've added about $422,000,000 in annual sales per year from acquisitions. So again, very confident in that number, and that gets us to that $6,000,000,000 number that we are very comfortable in achieving. Next slide.
Next slide. Wanted to talk a bit about the entrepreneurial culture that George mentioned earlier. George went through sort of some of the strategic initiatives we built into the Premium Brands business model to to risk mitigate, you know, business diversification, channel diversification, customer, product, geographical diversification. And then George also touched on entrepreneurial. This one really kind of focuses and shows you the the power of entrepreneurship and and how it it mitigates risks and creates value within our company.
The gold highlighted column is the sales and EBITDA numbers metrics associated with our foodservice focused businesses. And then the next three columns are three of the public broadline foodservice focused businesses in North America. And then the final column is a niche specialty food service focused distributor, chef's warehouse. So probably the most similar to our businesses because ours are are, again, niche focused food service distribution businesses. And you can see the organic impact of the pandemic on our our foodservice business is only about a 4% contraction in their sales relative to anywhere from 12% to 30% in the case of chef's warehouse.
So, again, showing just how amazingly what an amazing job our foodservice businesses did in pivoting to the pandemic. And we we we list on the right hand side of the the slide some of the things they did, their their shift in focus to retail. They developed online initiatives, cash and carry initiatives, developed new relationships with home meal solution providers, developed school lunch programs, and develop co packing and procurement opportunities with sister companies. So just an absolutely amazing job done by these businesses and their ability to pivot in a a very tough set of circumstances. And it's a similar story on the EBITDA margins.
You can see how much better our foodservice group fared relative to the comparatives. And I should mention, our foodservice margins are also being hampered by investments we've made in infrastructure over the last couple of years that's added a lot of overhead that had positioned them to be growing in 2020, but unfortunately didn't see that foodservice growth because of the impacts of the pandemic. The reality is this group should be a 7% to 8% EBITDA margin group. Flipping over to the next slide in EBITDA. For the year, we generated 3 and $12,600,000 in EBITDA, a 4,900,000.0 increase from from 2019, modestly 1.6% increase.
Again, the big story is COVID and the impacts of COVID. You know, if you normalize for for COVID we've got three buckets we look at when normalizing for COVID. One was the sales impact, which was about a $47,000,000 hit to our EBITDA during the year. Then we incurred about 9,600,000.0 in direct costs related to COVID. These are additional PPE inefficiencies associated with spacing and other initial and logistical disruptions relating to COVID, thank you bonuses paid to our employees, and inventory issues resulting from changes in in demand patterns.
There was some offsetting benefits from reduced marketing, travel, and and a little bit of government subsidies resulting in that net 9.6. But then we also net out we had some unusual commodity benefits because we went into the COVID situation with some heavy inventory positions or able to benefit from some of the disruption that happened in supply channels. So overall, we're looking at about an impact of $50,000,000 from COVID. So you normalize for that. That would have given us EBITDA for the year of about 363,000,000.
It's just slightly above the top end of our guidance for the year of 360,000,000. So sort of within our expectations for the year. From a CAGR perspective, over the last ten years, we've grown our EBITDA at about just a little under 21%. So relatively similar to our sales of 22%, a little bit lower because of the impacts on our margins, recent investments in infrastructure, some ASF impacts, and obviously the lack of deleveraging from the COVID impacts. In terms of our five year targets and our outlook for 2023, we've got the bar on there showing our 600,000,000 target.
And if we flip over to the next slide, similar to the sales bridge we provided on our targets, here's a bridge for our five year adjusted EBITDA target of $600,000,000 So we start with the 2020 adjusted EBITDA of 312,600,000.0 normalized for the pandemic sales impact I talked about earlier. We didn't normalize for the cost impact because once you normalize once you net the commodity benefits from the incremental costs and you take into account some of the ongoing PP costs we will we expect to continue to incur post pandemic, it all sort of netted out to about zero. Then we added an amount for the annualization of acquisitions completed in 2020 or announced in 2021. We added in the investment income and management fees associated with our recent investment in Clearwater Seafood. And then we added the EBITDA, our contribution margin associated with the incremental organic sales growth I talked about earlier.
We used a contribution margin of 2020%, which is very conservative. When you look at our mix of businesses, that number runs anywhere from 15% for some of our distribution business missed businesses to up to 35% plus for some of our value added branded businesses. And, you know, for for for sort of a a comparison, you can see on the COVID the pandemic sales impact, it was about a 22% blend, and that was lower than our general average just because a lot of the impact was in the foodservice channel, which is sort of at the lower end of our contribution margin spectrum. So 20%, very conservative estimate there. We've added in some expected efficiency gains for 2021.
You know, we're budgeting roughly 20,000,000. We took half of that. And, just to give some context to that, in the first quarter of the year, we generated 5,800,000.0 in efficiency improvements. So, again, a conservative number. And then the final adjustment is for acquisitions.
We used an 8%, 8.5% EBITDA margin on acquisitions that we've assumed. The reality is our acquisitions tend to generate 10% to 20 EBITDA margins in the specialty food group and 5% to 10% EBITDA margins in the distribution group. So 8.5% is, again, should be a fairly conservative number. So with that, you can see we easily exceed our $600,000,000 target, $665,000,000, giving us an 11% plus EBITDA margin. Again, very confident in hitting our EBITDA target for 2023.
Next slide is on our adjusted earnings. For the quarter sorry, for the year, 122,700,000.0. You can see for the last three years, it's been our earnings have been relatively flat. In 2019, we were heavily impacted by ASF related issues, African swine fever, which broke out in China and disrupted the the protein complex across the globe. And then this year, clearly, COVID has been been been the big factor.
If you normalize for COVID, you can see our earnings would have been about 600 1 point or $165,000,000, so a nice increase there. And, you know, that even even with COVID, the CAGR in our ten year CAGR in our earnings growth is about 22%. Looking at earnings per share year over year, our earnings for the year were $3.06 per share. That was a slight decrease from last year. And, you know, that's, again, COVID.
But, also, we really strengthened our balance sheet during the year. We did two equity issuances that deleted diluted our earnings while that capital had still much of that capital had not been put to use by the end of the year. You'll see later on, we have now put a lot of that capital to work. So that that weighed on our EPS, and we should see some significant improvement in that in the quarters to come. Normalizing for COVID, our EPS would have been about $4 a share, which would have been, even with the share dilution, a nice increase of about 20 year over year from 2019.
Next slide is capital allocations For the year, for 2020, you can see we allocated about $255,000,000 in capital. Most of that was for acquisitions, dollars 145,000,000. And then the balance for six major capital projects as well as $35,000,000 for a range of smaller project CapEx. Of the six major projects, three were completed by the end of the year. Our Harvest Yorkton meat snack capacity expansion and the new Panino line at SK Food Group, which George showed you a video of, and the new gen two automated sandwich line also, which you saw a video of earlier.
So total spend in 2020, because some of those capital projects will carry over to twenty twenty one, sixty five was $210,000,000 $145,000,000 in acquisitions and $66,000,000 in project CapEx. Subsequent to the year, you can see much of that capital we raised in 2021 was put to work. Acquisitions, we've invested $485,000,000 and announced three major capital projects, including a major expansion of meat snack and premium processed meats capacity at our Ferndale plant in Washington, and two brand new third generation sandwich lines in our sandwich group, again, which were shown in the video. So that that'll bring our total capital allocation for 2020 and the 2021 to about 800,000,000, a little over 800,000,000. And I should note, you know, our expectations around this investment is a 15% in internal rate of return, and we calculate that on an after tax basis unlevered using ten year plus models.
So what tends to happen is in the early years, until these initiatives gain traction, they tend to weigh on our returns, on our earnings per share, our cash flow per share, our return on net assets. And then as the investment develops, then you see those returns coming in the later years. Flipping over to Rona, four lines on this chart. I'll just give a quick explanation of them. The black flat line at the top is our targeted long term average RONA, which is 15%.
The bottom blue flat line is our weighted average cost of capital, about 11%. And in that weighted average cost of capital, we use a 15% cost of capital for our equity. That's what we want as a minimum return to our shareholders. The gold line is our RONA by year, and then the green line is a rolling five year average. So for 2020, you can see, unfortunately, our RONA fell below our weighted average cost of capital.
It came in at 10.2%. Again, three major factors contributing to that is our recent investments. A lot of capital is invested in from 2017 to 2020. A lot of those investments are just starting to gain traction. 2020 was a key year.
You saw that in that underlying growth when we stripped away the COVID impact. So we should see those returns starting to pick up in our RONA in coming years. And then also COVID was obviously a major impacting, impact on our our, our return on net invest assets for the year. In terms of normalizing for that in the year, if you take out the COVID impact as well as a couple of capital projects that were still in progress during the year, our normalized RONA is about 12.5%. So nicely above our WACC, our weighted average cost of capital, but still some work to do to get to that 15% target.
On a five year rolling basis, we finished the year at about 13.7% or normalizing for the COVID and capital projects I mentioned earlier, it'd be about 14.1%. So approaching back to that 15% level. Turning now to our balance sheet and our liquidity. We finished the year in an extremely strong financial position. Again, this is what was waiting on our earnings per share, waiting on our RONA.
We had almost $900,000,000 of excess credit capacity at the end of the year. Our senior debt to EBITDA ratio was 0.6 to one. The target for that ratio for us is 2.5 to one to three point zero to one over the longer term. And then our total debt to EBITDA ratio at the end of the year was 2.2 to one. Our target for that to that ratio is four point zero to one to 4.5 to one.
The difference between those two ratios are our convertible debentures, and I'll talk a bit about those in the next slide. Normalizing for the capital we put to work after year end, which I talked about on that earlier slide, we still come out with a very strong balance sheet. We would have $600,000,000 in available credit capacity, a senior debt to EBITDA ratio of 1.9:one, and a total debt to EBITDA ratio of 3.3:one. So the company is in extremely good financial health. Turning to the next slide.
This is sort of the follow-up, pro form a calculation to the bridges we did on the five year targets. This is kind of reflecting the capital associated with some of the assumptions behind those those bridges. So what we've done here is we started with our opening our our 2020 closing balance sheet. So we had roughly a 194,000,000 in senior funded debt, our 0.6 senior debt to EBITDA ratio, and 883,000,000 in unused credit capacity. We added in the financing associated with the announcement, the announced acquisitions after year end, some capital associated with our plant efficiency initiatives.
And then based on the assumed acquisitions number and an eight and a half times multiple paid for those acquisitions, what it would cost to to purchase them, that work out to about 400,000,000. That would leave us with about 1,100,000,000.0 in debt, 2.7 senior debt to EBITDA ratio, and still about $200,000,000 of excess credit capacity, as well as the ability to expand our credit facilities given the fact of the acquired and growth EBITDA. So very well positioned still even after completing out on those capital expenditures. So again, the basic message being that we are in a position to execute on our $6,000,000,000 plan without going back to the market. Next slide, just a few comments on our convertible debentures.
You know, for this for for us, we view convertible debentures as an equity strategy. You know, effectively, we're we're raising equity at a premium, I. The convert price on the convertible debenture when we raise it versus doing a straight equity issuance, which is generally at a discount to the market. So we have done nine of those so far. Our objective is it is an equity strategy, so our objective is to force conversion as soon as we can.
We've done that with six of the nine issuances. They're almost entirely converted to equity. You can see on the list there, our seventh issuance, series f, is now well into the money that you know, our the conversion price of a a $107, well below our current trading value. Unfortunately, we can't force conversion until the end of the year or or if sooner, we have to have a 125% share price relative to the conversion price. So our shares would be needing to trade at about a 134 a $134 in order to do that.
That that prerequisite goes away at the end of the year. So, you know, we fully do expect to be converting these these shares in the relatively near future or or at worst case scenario earlier next year, leaving us with only the two remaining series of converts. Turning to the next slide, free cash flow, last slide of the presentation. Our free cash flow for 2020 was about $189,000,000 That was a $11,000,000 increase from 2019 or about 6.2%. We're pretty pleased with that considering the challenges of COVID.
From a free cash flow per share basis, there was actually a there was a slight decline. Our free cash flow per share was $4.87 versus $4.97 last year's or in 2019. So that was about a 10¢ per share decrease or 2%. And again, that was driven by the dilutive impacts of the share issuances we did in 2020 as well as COVID, as we've talked about earlier. In terms of dividends, you know, our dividend rate for 2020 was $2.31.
That resulted in a payout ratio for the year of about 48.7%, so below our general guideline of 50%. And then subsequent to the year, we increased our dividend by 10% to 2.54 per share on an annualized basis. That is the seventh dividend increase in the double digit increase in a row going all the way back to 2015. And with that, that concludes the financial presentation.
Back to you, doc. Any Bruce, do you wanna take it from there?
Yeah. Yep. I need to I need to know that this this is the tally of the votes, which Doug must be collecting right now.
I
just have them.
As an introduce, did George sing a song to the shareholders? I'm just Sorry. We apologize for the technical problems, everyone. Just give us a second while we get Doug back on the line.
Ladies and gentlemen, please stand by.
You're on you're on the speakerphone next to the mic.
Okay. Thank you, folks. I'm sorry. I'm not sure what's going on with the with our platform here, but it hasn't let me in. But I will I'm pleased to advise the secretary of the meeting of the results.
The shareholders have voted by margin of 99.49% to fix the number of directors elected at this meeting at the month eight. The shareholders have voted by a margin of 99.86% to approve the appointment of PricewaterhouseCoopers as auditors and have authorized the directors of the corporation to fix the remuneration of such auditors. Each of our director nominees has been elected by a margin of at least 90%, accordingly effective upon completion of the annual meeting. Each will hold office until the next annual meeting shareholders or until his or her successor is duly elected or appointed, unless his or her office is dictated in accordance with the articles, unless he or she becomes disqualified. And I'd like to congratulate Sean Chia, John John and Kathy, Bruce Hodge, Kathleen Keller Hobbs, and Kim McKinnon, first, Pella logo, they're laying out John Zapatoon, continue to reappoint to the corporation's board.
The shareholders have also approved the corporation's approach to executive compensation by March, which meets the required standard required for the passage of the resolution. Currently, I'll I'll I'll declare that resolution to be carried in with an asset copy of the resolution be attached to the minutes. I'll also state that a full and complete report of voting results of the expected meeting will be current and filed on SEDAR later this afternoon. Mr. Kerr, back to you.
Thanks, Doug. I would ask the secretary of this meeting to attach the direction of votes received by proxy from TSX Trust Company to the minutes of this meeting as Appendix four. Before I ask for a resolution to terminate this meeting, I have the pleasure on behalf of the Board of Directors and all of our stakeholders to extend a special thank you to George, our management team, all of our 11,000 employees, and of course, the patience and support of our employee families for guiding our company through the most challenging year of operations in its history. Your collective performance has been truly remarkable. Thank you again.
If there's no further business to be brought before the meeting, I would ask for a motion to terminate this meeting.
Mr. Chair, I'll move the meeting to be terminated.
I second the motion.
Are there any objections? As there are no objections, I declare the motion carried.
I declare the motion carried.
And thank you all for participating in this meeting today.
Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect.