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Earnings Call: Q2 2019

Mar 26, 2019

John Martin
CEO, Ferguson Enterprises

Good morning, everybody. Thank you very much for coming. Welcome to our interim results presentation. You've got Mike and I presenting this morning. Our chairman, Gareth Davis, is over here too. Tessa Bamford's over there, another non-exec director. Nice to be with us here this morning. Thank you. We're going to follow a bit of a different format this morning. We want to put this set of results into some context, the initiatives that we're pursuing into the context of the progress that we've made over the last few years. We believe that will help underline our confidence in the further development and growth of the business well into the future. Firstly, let me share with you the highlights of the first half. We've made good progress in the development of our strategic initiatives. We'll come back to those a little bit later.

Our most significant operating priority this half was to deliver great service and availability to our customers to continue to drive profitable growth. The overall organic growth rate in our Blended Branches business in the U.S., as you can see from the chart, was 9.7%, with all of the regions growing strongly. Together, those Blended Branches regions, plus Waterworks, account for two-thirds of our group. Overall, the group's gross margins were slightly ahead. Trading profits were 8% ahead of last year, despite one less trading day. Also the impact of some of our investments, which Mike will take you through later. We continue to convert those profits effectively into cash, funding significant organic growth initiatives and acquisitions.

We also netted more than GBP 250 million of disposal proceeds. We ended the half year with net debt of 1.1 times EBITDA, which we'll improve on further in the second half. That's enabled us to fund dividend growth of 10%. Those are the highlights. Mike now is going to take us through the financial performance. Also the work that our team has been doing to move our tax domicile back to the U.K. Do you want this one?

Mike Powell
CFO, Ferguson Enterprises

No, I'm good. Thanks. Good morning. I'm pleased to present the group's half year results for the six months just finished. We have had a good start to our financial year. Revenue for the group was again driven by strong growth in our U.S. business. We generated decent gross margin progression, 10 basis points up. Ongoing trading profit, 744 million, up GBP 53 million. That's up 8% in constant currency. Headline EPS up nearly 20%. It's worth also noting that we had one fewer trading day in the first half of the year. Reflecting our confidence in the strong balance sheet, the excellent track record of cash generation, we've increased the interim dividend by 10%. You can see the balance sheet remains in good shape at the end of the half, at 1.1 times levered. Moving to the revenue and trading profit growth slide.

On the left, I've bridged the revenue growth. That's from the $9,865 million in half one last year to the $10,666 million in half one this year. After adjusting for the FX, which you can see decreased revenue by $70 million, you can see the constant currency growth of 8.9%. That split into the organic growth of 6.5%. We lose about 0.5% due to the trading day that I mentioned, and acquisitions added 3%. On the right, you see the corresponding effect on the trading profit bridge from the $691 million to the $744 million that we've just delivered. Foreign exchange costing us $2 million, taking us to the $689 million. Organic flow-through adding $51 million of trading profit. The trading day was worth about $12 million the other way, and acquisitions added $16 million. That number is net of transaction and integration costs. Revenue growth in the U.S. remained strong in half one.

Good markets, inflation running at around 3%. You can see that the revenue comparatives clearly get tougher as we move into the second half. In the U.K., on a like-for-like basis, broadly flat. Inflation within that number is about 2%-3%. Canada revenue growth reduced through the period. Resi markets slowing as a result of the rising interest rates. Government measures to restrict the mortgage credit there. Inflation, again in Canada, running at around the 2%-3% mark. We do expect to see lower organic growth in the second half. John will give you our take on the markets as we look forward a little later. Let me just move into the regional results, and importantly, our U.S.A. business, our largest region first, which delivered a good performance. We continue to outgrow the wider market in the U.S.A., all our businesses delivering strong revenue growth.

During the first half, there was a small benefit in gross margins arising from the recent own brand acquisitions, somewhat offset by the dilutive impact of the very strong growth that we saw in the industrial business. Overall, I'd expect gross margins to be flat in the second half. Labor cost inflation was around 3.5%. Distribution costs were impacted by higher inflation. During the second quarter, headcount growth was also too high, and since December, we've reduced associate numbers by about 600 full-time equivalents. That was probably worth something like $10 million-$15 million of higher costs in the second quarter. Clearly, given our guidance on revenue in the outlook statement today, we'll continue to tightly control cost growth through the rest of the year, particularly labor, given that it represents about 60% of our operating costs.

Overall trading profit, $700 million, $53 million ahead of last year, trading margins at 7.9%. I've split the breadth of that organic revenue growth out in the U.S. on page nine. You can see that it's pretty broadly based geographically and across the business units. For Blended Branches, we generated 8.4% in the East, just over 10% in the West, and 9.2% growth in the central region. Revenue growth in e-business standalone was lower, as planned, as we continued to consolidate the pay-per-click advertising spend across fewer trading websites. Waterworks continues to grow well. HVAC and industrial both particularly had strong performances. The end markets in the U.S. on the next slide. Here we've shown the market growth and also our organic growth against those numbers for the first half.

Residential markets grew well, driven by good RMI markets that represent the majority of our revenue, though this growth did moderate slightly in the second quarter. Commercial markets remained good, market growth of around 5%. Infrastructure market growth moderated slightly, but was growing at reasonable levels. Overall, you can see our outperformance against those markets continued at good levels. Having covered the U.S., let me move on to the U.K. In the U.K., the market remained weak, and at best, flat against a weak RMI market. Revenue in the U.K. was lower at constant currency due to the impact of the branch closures and the exit to the low-margin business that we did last year. Gross margin slightly ahead due to the improved product mix. Trading profit at $30 million was some $8 million lower.

This splits roughly $2 million of FX and about $3 million for our Wolseley U.K. business and $3 million for our Soak.com business, which is our B2C business. Since the end of the first half, we've actually sold the Soak business, which was a non-core online consumer business, for nominal value. I've included on the chart the revenue and trading profit impact of that business. In the core business, we've also exited the national distribution center and disposed of it and relocated the support services office in Leamington Spa in December as we had planned to do. Canada achieved 2.1% organic revenue growth in the first half. Markets weakening progressively through the period, mainly due to those residential markets. Residential markets in Canada, just to remind you, represent about 60% of our business mix there.

Really pleasingly, despite that market backdrop, gross margins were a little bit ahead, costs were well controlled, therefore you can see a good uplift in the profit of $6 million to $39 million. Very pleasing in Canada to see us getting onto the margins and onto the cost curve, despite the markets being softer. Moving on to exceptional items. Here you can see whilst they are negligible overall, there's a number of moving parts. You can see on the slide the proceeds from the sale of Vasco. That was the Dutch plumbing and heating business, which we completed in the period. We made a $38 million gain on that disposal. We had U.K. restructuring charges totaling $31 million, and that brings to an end the spend on this restructuring phase in the U.K.

We've also sold down some of our shareholding in our Swiss associate at the end of the six-month period. Following the end of the period, we also have received a further $45 million, roughly, of disposal proceeds from U.K. non-core assets as part of the restructuring program. Finance and tax charges as expected. I'd expect to see the effective tax rate for the year as previously guided to be 22%-23% as we benefit this year from the USA tax reforms. As previously guided, we expect this to move up to 25%-26% from next financial year, FY 2020, mainly due to the Swiss tax reform. Turning to cash flow. Good strong cash generation. That continues to be a feature of the business. Cash flow from operations $287 million after a normal seasonal working capital outflow. Capital investment.

That includes the additional investment into the new Perris distribution center, in Southern California. That will be completed later this year. We also completed a number of attractive acquisitions in half one. You can see the cash outflow there on the slide of GBP 589 million. Mainly in the USA and included a couple of slightly larger transactions. Jones Stephens, a rough plumbing own brand business, and Blackman, of which John will touch on later. The cash received from disposals predominantly relates to the Dutch plumbing and heating business and also some surplus Nordic property disposals. You can see the total of those generating a cash inflow of GBP 255 million in the period. That means that we finished the period with a strong balance sheet, net debt to EBITDA, just over one times levered. The net pension asset is now in surplus on an accounting basis, GBP 154 million.

That follows us putting in additional funding contributions to the U.K. scheme in the second half of last year, and our minimum lease operating commitments remain unchanged at GBP 1.1 billion. As normal, I'd expect us as a business to de-lever a touch through the second half towards the end of the financial year. Having covered the results, let me just cover a couple of other financial-like items in the press release this morning. Firstly, We have announced our intention to move Ferguson's tax domicile back to the U.K. from Switzerland. You'll remember that the company moved its tax domicile to Switzerland in 2010. Since then, the benefits of the Swiss tax domicile have reduced over time. With the recent announced changes there that are now being proposed in Switzerland, it makes it less competitive for us to remain there going forward.

The proposal requires a scheme arrangement. Shareholder approval at a general meeting in April, and if approved, the effective date would be the 10th of May 2019. Clearly we'll distribute further details in due course. It's anticipated that after the implementation, that the group's effective tax rate would remain exactly in line with previous guidance of 25%-26% for FY 2020. Finally, I can feel the excitement in the room, IFRS 16. A number of other companies will have been talking to you about this. Whilst the standard does not apply to Ferguson until next year, we're a late adopter because of our year end, so our first financial year will be next year. I did want to give you an early view of where I think the numbers will land, which we've included on the slide.

The standard, just to remind you, has no impact on the group's financial or business plans. It has no impact on the capital allocation policy of the group, and it doesn't impact any of our cash payments or our credit ratings. At this stage, as I say, the numbers are indicative. They are subject to change because they are somewhat six months early. Of course, I'll update you with firmer numbers as we get to the year-end presentation. Clearly into next year, we can take you into more detail. Technical guidance for the year. Most of this remains unchanged. As you would expect, the trading days in the second half are the same as in the second half last year. I've included the impact of the completed acquisitions, mostly in the USA, to give you the full FY 2019 full year figures.

The full year trading profit there is split between the gross number and the impact of acquisition and transaction and integration costs. I'd now expect the M&A activity pipeline to be much more modest in the second half of the year with a much more normal level of activity that we see in our pipeline. Let me conclude. We've banked a good first half, over $50 million of trading profit improvement year-on-year, a good solid first half performance. We continue to generate good cash flow. We have a strong balance sheet. Both of these fundamentals remain key strengths of our business. Thank you. I'll hand back to John.

John Martin
CEO, Ferguson Enterprises

Thanks, Mike. A riveting surf on IFRS 16 there. Thank you. Today we thought it'd be a good time to reflect on the development of our business and the attractions of our business model. What is attractive about our business today? Just on this chart here, I think there are four things to mention. Firstly, in the top left here, in most of our markets, the market structure itself is very attractive. There is a real need for our services. On the top right, just a reminder, we are differentiated by the services that we offer. We offer highly value-added services to our customers. Bottom right, we have the opportunities available for growth in our core markets are absolutely fantastic. Bottom left, we are able to consistently generate market-leading returns. I'll touch on each of these in turn. Onto the market structure.

We used this chart last time to demonstrate the fragmented nature of the markets that we operate in and the market-leading positions that we occupy in the majority of them. Just a reminder, our business is primarily focused on repair, maintenance, and improvement markets. This typically involves smaller, non-discretionary projects with quite short lead times. The RMI market has also traditionally been a less volatile market than the new construction market, and RMI now accounts for 60% of our revenue. The second key attribute, we are differentiated. This slide from last year is also a reminder. We don't just sell products. We have a differentiated service offering, providing support for our customers' projects, delivered by the best associates in our industry and highly valued by our customers. If we can, I'll touch on the growth opportunities. Our underlying markets have really good demographics.

Population growth and other social factors support the expansion of home formation. Consumers demand more comfortable and better-appointed homes and buildings over time. We've also built a really enviable sales culture in the business, which captures more than our share of that growth. Incremental investment opportunities to support organic growth are actually quite modest. There are plenty of opportunities too, for profitable bolt-on acquisitions. We will have excellent opportunities for profitable growth in our core markets for many, many years to come. If we look at where our growth has come from in recent years, this is the picture. Since 2010, we've grown by 7.3% per year. That's across the group for all the ongoing businesses. Market growth has accounted for just over 3% per year of that growth, with the U.S., of course, being somewhat higher.

We've always shared the objective with our team, that we should grow profitably in excess of the market. We've consistently taken market share by growing between 2.5% and 3% faster than the market. We've also completed selected bolt-on acquisitions. Those have added between 1% and 2% growth each year. The protection and growth of our gross margins is also an important attribute of our business. We've aligned with the right vendors and carefully managed our mix whilst developing our own brand. That's ensured that we can add value to our customers and also recover that value in our pricing. We've usually achieved gross margin improvements, as you can see from the chart, of between 10 and 20 basis points per year over many years. Since 2010, we've also grown trading profits by a growth rate of 16% per year.

That flow-through to trading profit is a function of both growth, gross margin improvements, and productivity enhancements. We continue to believe for our company that double-digit flow-through is a good performance in decent market conditions. Moving on to returns. We don't very often show a chart like this, but this shows our return on capital over the last 10 or 11 years. We are a very results-focused business. We've improved returns substantially by a combination of driving profitability and careful balance sheet management, most notably making sure that we've got the right inventory in the right place at the right time, and that we're also commercially astute in the management of our trade receivables book.

Over the last 10 years, we've exited a number of weaker or subscale markets where decent returns were not available. We returned GBP 3.5 billion of surplus cash to our shareholders in the process, in excess of the GBP 2.3 billion of ordinary dividends. Today, we have a much stronger, simpler, more focused business with excellent positions in the markets where we are well equipped to win. We think we're in a great place now to capitalize on those opportunities to consolidate and gain market share profitably. I'd like to just touch on a number of initiatives that we are driving today in the business. Denver is a large and profitable market where our team have made fantastic progress in gaining market share over several years. Today, we've got over 70 branches in the region.

We're servicing them from distribution center facilities more than 1,000 miles away and a mountain range. We're constantly looking at our logistics networks, including tracking every replenishment journey and every final mile delivery we make, whether that's internally or via carrier. That's what all those strange spider lines are on the map. We're building a new facility in Denver. This will consolidate four existing sites and provide next-day replenishment to our branch network and same-day delivery to customers across the region. That will significantly enhance customer service. The economics of this are quite straightforward. The whole of the operating cost of this facility will be offset by the reduction in freight costs that we currently incur. That's very similar to the economics, if you remember, of the Celina DC that we opened in Ohio in 2014.

People don't always associate distribution with innovation, but as we've talked before, we are trying to break the mold on this one with our innovation unit co-located in San Francisco and Atlanta. The example here on the chart, Supply.com, is a plumbing and heating products business, selling those products to professionals across the country. We provide personalized account management from a call center, and we fulfill orders from distribution center. There are no branches and there are no field sales. The business is growing more than 30% per year and is now doing more than $120 million a year. We've talked before about our sharpened focus on own brand products. These expand the choices, the range available to our customers and capture a greater share of the value in the value chain.

Frederick York, which is shown on this chart, this is a range of decorative plumbing products launched in Canada during the year, designed specifically for the local Canadian market. It's really nice quality product, sourced from overseas and available both in our showrooms and our branches. That rollout supported by specific marketing measures, including a transactional website, all developed using resources from within our group. Own brand sales now accounted for 8% of sales in the first half, up more than 1% on last year and growing every month. We continue to find some really nice bolt-on acquisitions. We've talked before about the huge N.Y., N.J. market. This was a region in which we were substantially under-penetrated a few short years ago. We have been busy, and it's worthwhile reflecting on the last few years of growth. In 2012, we bought Davis & Warshow.

This was the market leader in residential and commercial plumbing in metro N.Y., and we followed that by Karl's, which is an appliance business to add on to our residential showrooms business. We supported the business by building new distribution centers. You can see upstate N.Y. Not quite to scale, I'm afraid, the Coxsackie one there. We also built a market distribution center on N.J. for fulfillment of orders within the city. In 2017, we added Ramapo, and then more recently we've added Wallwork, a N.J.-based HVAC business. Blackman is our latest acquisition. This is a significant expansion for us in Long Island, with 23 branches and a number of really nice showrooms in great locations and a distribution center, expanding our service proposition in this significant market. Blackman generated $240 million of revenue last year in the plumbing, heating, HVAC, and Waterworks categories.

You can hardly see Manhattan on the map, but that is partly because of the size of our dots. As with all acquisitions, the hard work starts with integration. We've had over 100 associates working hard on integrating acquisitions this year, and we'll incur acquisition and integration costs of $15 million. Looking through all the short-term pain, what are we doing? We're building the best plumbing and heating business in this fantastic market, which will yield substantial returns in the years ahead. In the U.K., our new team has brought a real operational focus to the business, defining a consistent new product range across the network, improving inventory availability, and focusing relentlessly on customer service. We're focusing on our core plumbing and heating and infrastructure businesses, and we've exited the peripheral low return activities, including BCG last year.

As Mike mentioned, the Soak B2C business, as well as our fabrication activities. At the same time, we continue to lower the cost base to ensure that we generate the best returns available from the business. Today, growth has been pretty elusive, but our team is now starting to see some real momentum, and we do expect to see better financial returns now in future. Moving on to the current market backdrop and our outlook. We track data points from numerous economic, industry, and research sources, as well as surveying our own customers and clearly measuring our own order books. It's fair to say over recent months that some indicators have softened. This chart from Zelman is probably a decent proxy for market sentiment in the U.S. as we move into spring. The growth rate for building products having moderated over recent months.

How do we expect to operate in the coming months? First of all, we're going to keep our focus on availability and customer service to continue to take market share profitably. We'll actively manage our cost base, which Mike's talked about, across all cost categories, and we're going to be very targeted with our capital investments and acquisition plans. Of course, we expect to continue to be highly cash generative and continue to follow our prudent capital allocation policy. Just touching on that, we set out a decade ago our very simple views on the balance sheet. The principle that we established was to maintain net debt at no more than one to two times EBITDA, which you can see in those tramlines on the chart. We've operated at the lower end of those limits ever since.

One day there'll be another downturn, and at that time, we want to be able to continue to focus on customer service, on availability, on the operations and strategy of our business with a rock-solid balance sheet. We continue to think that those limits are about right. We're at 1.1 times in January. We're at less than one times today, and as Mike said, we expect to continue to bring that down over the rest of the year. We've also significantly reduced our reliance on landlords, bringing lease commitments down to just over $1 billion. I hope we've been good stewards to our retirement funds of our associates, eliminating the accounting deficit, and de-risking pension schemes along the way. On to the outlook. After strong revenue growth throughout the first half, our growth rate has moderated recently in line with market conditions.

We expect to continue to grow in the second half, with organic growth rates likely to be in the range 3%-5%. We expect to deliver trading profit towards the lower end of expectations for the full year. That's it from me. Thank you very much indeed for your attention. Mike and I are very happy now to clarify anything that's unclear and take any questions and comments that you've got. That was very quick.

Mike Powell
CFO, Ferguson Enterprises

It was great. I've got the mic. Shall I?

John Martin
CEO, Ferguson Enterprises

Yeah.

Paul Checketts
Analyst, Barclays

It's Paul Checketts from Barclays. Can I just ask a couple of, I suppose, obvious questions, but if you thought about back to the last time we heard from you guys, what is it that's changed to lead you to reduce your outlook for revenue growth? Perhaps you could enlighten us a bit in terms of the verticals, how they're trending. The second is that there are obviously potential implications for the drop-through margin, the flow-through margin in a lower growth environment. Is it conceivable that in the second half with lower growth, that actually that flow-through could increase? Thanks.

John Martin
CEO, Ferguson Enterprises

Shall I take the first bit and you take the second bit?

Mike Powell
CFO, Ferguson Enterprises

Yeah.

John Martin
CEO, Ferguson Enterprises

Look, I think what's changed, firstly, if you took our organic growth rate in the first half, it was 6.5%. Okay? We're guiding in the second half to between 3% and 5%. The first thing that's changed, if you recall from that Zelman chart that showed volume and price, I think that there is likely now in the second half to be quite a lot lower inflation, Paul, than there was in the first half. It's very widely documented. I don't need to tell you about that. Call it 1%. I don't know. We have to take a view into the future. Secondly, Canada, you've seen the Canadian growth rates have come off. We think that is wholly related or primarily related to the slowdown in residential. We are more residential in Canada, actually, than anywhere else in the group. The team are doing a great job.

Yeah, we're very positive. We've seen those growth rates come off. That accounts for about half a percent. The third thing I would reference is in industrial. We had a very strong industrial growth in the first half. We expect that to be a little bit lower in the second half, and that will contribute possibly about half a percent reduction. I don't want anybody to feel negative about industrial. This is a good business. It's grown very well in the first half. We just so happen to have some project work that's clearly boosted the growth rates. I think if you take those three things together, that probably adds up to 2.5%.

I think if you look at some of the other sentiment around just slightly, we saw, I think, Mike, in your numbers, resi was just off slightly, came down from seven to six in the first half. That probably accounts for the rest of it, Paul. Those are the things that I would say directionally are the things that have most impacted our view as we've sat here and looked forward for the rest of the year. Flow-through, Mike.

Mike Powell
CFO, Ferguson Enterprises

Yeah, flow-through. There's no change, certainly long term, Paul, in terms of our business model or our thinking. In decent markets, as John has said, we would expect flow-through of high single digit, low double digit. I think with the growth rates that we're talking about for the second half, that will clearly be a challenge for us in the second half. It's clearly our job to make sure we get as good a flow-through as we can. Do I think it will be as high as low single digit? I think that's unlikely given the 3% to 5% guidance. It is our job to continue to work that hard, make sure we control those costs, particularly around labor.

John Martin
CEO, Ferguson Enterprises

Gregor?

Gregor Kuglitsch
Analyst, UBS

Thanks. Three questions, please. The first one is on just coming back to the second half, if you can flesh out a little bit, the U.S. specifically, obviously with the proportion of the group, I'm guessing it mirrors the slowdown, but equally, I think in the U.K., the shutdown of the wholesale business kind of comps out. I want to understand where you see the U.S. growth, specifically for the second half, maybe within a range. That's question number one. Question two is on acquisitions. You spent in the neighborhood of GBP 600 million. Can you just give us an annualized profit number of that GBP 600 million spend? Because obviously some is within the period. Just to get a sense where the multiple was, perhaps pre-synergies, and then if you care to elaborate where you think that ends up in due course with synergies.

The third question is something that I think has been discussed many times in the past, but hasn't been talked about more recently, which is obviously the fact that you're now a 90%+ U.S. business, and to what extent you have reassessed or assessed a relisting in the U.S. Obviously, you're moving the tax domiciles. The group is simplifying, I want to understand, perhaps you can reiterate what your thinking is on that possibility. Thank you.

John Martin
CEO, Ferguson Enterprises

Okay. Shall I take one and three and you take two?

Mike Powell
CFO, Ferguson Enterprises

Sure.

John Martin
CEO, Ferguson Enterprises

Does that make sense?

Mike Powell
CFO, Ferguson Enterprises

Yeah.

John Martin
CEO, Ferguson Enterprises

Look, the U.S. versus the U.K. growth, I'm not sure. The U.K. isn't big enough to influence that growth rate probably much in the second half. I think that sort of 3%-5% organic growth in the second half, that incorporates our views of where the U.K. is likely to be in that as well, Gregor, and it doesn't substantially distort that number. It is worth saying, because I got asked this this morning about, well, what have other distributors seen over time? It is interesting. We look at all the other distributors' numbers. We look at all the Home Center numbers in the U.S., the Lowe's and the Home Depot and those people.

If you look at their Q4 2017 versus Q4 2018, actually, Home Depot was 7.2%, they came in at 3.7%. Lowe's had been 3.9%, they came in at 2.4%. Watsco, which is a direct competitor of ours, they were 6% in Q4 2017, 3% in Q4 2018. Masco, which is clearly a very large supplier of ours, Masco's plumbing division, they were 9% Q4 2017, 4% Q4 2018. All of these businesses still getting good growth, but not quite the supercharged growth that we were seeing, people in the industry were seeing. By the way, those are only a few, but there are plenty of other examples, but you know those businesses.

Just look, on the listing side, I'm afraid the analysis remains the same as it was before, which is this is not something which is in the gift of the company. Our shareholders would have to approve a delisting and relisting, with a 75% majority. Some of those, you remember, most people who hold our shares have a mandate. That's the agreement that they have with the people who own them to operate somewhere. A lot of U.K. investors have got a mandate to invest in U.K. funds. Some U.K. investors have got a mandate to invest only in international funds. The same is true in the U.S., the same is true in any other country. I know because I have previously, in a former life, had to operate within a mandate.

You don't go outside your mandate because otherwise you're going to get sued, obviously, by your owners. It's really every individual shareholder would have to decide whether or not they were able to own the shares if we were to delist and relist in the new territory. I don't think that is quite as straightforward as it seems to be on paper, Gregor. All right? Mike, sorry, go on on the acquisition side.

Mike Powell
CFO, Ferguson Enterprises

Yes, on M&A, on acquisitions, there is clearly some profit that moves into next year. I think the way you should think and the way we think of M&A is we clearly only buy good quality businesses. I think we've been very clear about that. We are not turnaround experts. We don't buy distressed businesses. We buy good quality businesses. We're probably paying and have paid, and again, there's some land in some of the numbers, so you can't actually get to the multiples either, because in the Blackman, there's quite a piece of land. We would probably be paying eight or nine times right now. That's quite, for a good quality business. Blackman also has some quite large integration costs. It will take some time for the profits for that business to come through.

I think we also, and still firmly guide to second year return on investment of 15%. That absolutely still holds, and therefore, that tells you that we get synergies. Each business is different, so our own brand acquisition's quite different to a Blackman, which is a bit more traditional business. They will have different synergies and therefore different turns of multiples in terms of synergies. We'd expect normally to take on a traditional business couple of turns off the acquisition price as well.

Gregor Kuglitsch
Analyst, UBS

Clearly eight to nine is including the synergies or excluding?

Mike Powell
CFO, Ferguson Enterprises

That's what we'll have paid.

Gregor Kuglitsch
Analyst, UBS

Okay. Thank you.

John Martin
CEO, Ferguson Enterprises

We've got eight to nine and on Mike's sort of two turns. After all, we'd aim to get that back down to six, seven pretty quickly. Yeah, we say in the first year post-integration.

Gregor Kuglitsch
Analyst, UBS

Thank you.

Arnaud Lehmann
Analyst, Bank of America

I've got the mic, so I'll go for it. Good morning. Arnaud Lehmann, Bank of America. Three hopefully quick questions. Firstly, just to follow up on Gregor's question about U.S. listing. You have an ADR, which I believe is level 1, and there were talks at one point you might move to level 2. I appreciate that might lead to incremental costs for you, but is that an option to make it a bit more liquid, I guess, and expand your U.S. shareholder base? Secondly, on the tax rate, just to be clear, your guidance is 25%-26%, including the relocation to the U.K. It would have been higher if you stayed in Switzerland. Is that correct? The last one, in terms of, I guess, the U.S. outlook, you said maybe it's a little bit slower, which is fine. How does that change your view of working capital management?

Are you in a position to somehow reduce inventories and accelerate cash flow generation? In a slower growth environment, should we expect operating cash flow to accelerate?

Mike Powell
CFO, Ferguson Enterprises

Do you want to take any of those? Which you want to take?

John Martin
CEO, Ferguson Enterprises

You take one and two. I'll take-

Mike Powell
CFO, Ferguson Enterprises

That's all right.

John Martin
CEO, Ferguson Enterprises

That's what we take tides, Mike. I think your first question was about, do we propose to move level 1 ADR to level 2? The answer is no. If you look in history, even over the last few years, most companies have moved from ADR level 2 down to level 1. The trend is very much the other way, unless you're on a journey to somewhere else. Given that John's just said we're not on a journey to somewhere else, we don't see the benefit for our shareholders of moving to that. In terms of the tax guidance, you're absolutely correct. The tax guidance for FY 2020 is 25%-26%. That is as previously guided. With tax guidance, we generally quote the income statements. There is also the cash.

I think you should assume that staying in Switzerland longer term would have given us a larger cash tax bill. Yes, moving to the U.K. is a better outcome for shareholders. No change to the tax guidance as previously given. On the working capital, we use a mechanism internally. Bear in mind, all layers of management have an incentive based on achieving working capital targets. Those working capital targets are not spot targets at the end of the year, because then you get wild swings or can get wild swings. They are targets that are based on every month end. We are motivated to ensure that we continually have working capital right up in line of sight all the time. I think the way in which you should think about our working capital is pretty much proportionate to our growth. Okay?

Because you can occasionally get, we have one day of cash, which our cash to cash cycle, one day in our cash to cash cycle, broadly speaking, is GBP 50 million. Our performance is usually within one or two days of that identity. If you think it's within GBP 50 million or GBP 100 million always of being proportionate to growth. I think two other things happen with working capital. Number one, there is a fixed element of working capital because we've got a fairly fixed distribution center network, for example. We're putting some more working capital in in one or two areas such as own brands, because that has to come all the way from overseas and just the supply chain is longer. That will edge things up. Of course, we should also become more efficient over time in that.

I think all of that should net out. You should see if we're growing at about 3%-5%, we should need 3%-5% more working capital. Just to let you know, at the half year, we were out by about a day, Mike.

Mike Powell
CFO, Ferguson Enterprises

Yeah, we were.

John Martin
CEO, Ferguson Enterprises

We are slightly shy this year of where we need to be. Now that's mainly timing on own brand acquisitions and those types of things. We're talking about fairly small numbers there. Okay?

Mike Powell
CFO, Ferguson Enterprises

Okay.

Howard Seymour
Analyst, Numis

Thank you. Howard Seymour from Numis. Two if I may. Firstly, John, you alluded to the growth that you've had historically over and above the market, i.e., 2%-3%. Just thinking, obviously, can't tie you down on this, as you look into the second half, is there any reason why you should do less than that? Say if we say 3%, the assumption is the market's flat in the second half, which is quite a big fall off. Just thoughts on market share gains versus the underlying market. I suppose your views on whether you perceive, I suggest not given what you put up there, whether this is the peak of the market or just a slowing back to a normal situation. Then secondly, just wanted to make, because on the first quarter call, we alluded to the drop-through, sorry, 7%.

It was obviously a lot less than that in the second quarter and seemed to be less than I think any of us would be looking for. I assume that's unexpected inflation cost really, input cost, and therefore, why do those not repeat into the second half if they're unexpected then? Thank you.

John Martin
CEO, Ferguson Enterprises

Thanks, Howard. Look, on the outperformance against the market, no, there is nothing that I see or that we see more broadly in our business that suggests that outperformance would suffer any erosion. Okay? That's true across all of our nine business units. If we are right about the 3%-5%, you should expect the market growth to be lower than it has been, Howard. That's what I would say. In terms of the peak, if you look at the underlying market conditions, to us, the underlying market conditions actually look pretty good. If you look at new resi, you know that chart. You've seen it. It's 1.2, 1.3 million sort of permits, starts, completions, whichever way you measure them, and that's stayed fairly consistent for some time. If you look at existing house volumes, that's plus or minus 5.5 million. It was down in January.

It was up in February. Fine. The long term picture is $5.5 million. If you look at pricing, Case-Shiller is still up 4.7%, I think, in February. Actually, that's reasonably sensible. Do we want it at 14.7%? I don't think so. 4.7% is fine. Sure, it's off from, I think the peak was 6.5% spring last year. Fine, but 4.7% house price growth and all 20 metropolitan areas continued to have some rises. Housing affordability remains good. If you look at the Raymond James Affordability Index, that's close to its 30-year average. All of that stuff in residential, the JCHS LIRA still looks okay. It's moderated slightly, but it still looks okay. Commercial, I think similarly. If you look at the Zelman non-residential indicators, they're still showing commercial growth at sort of 5% or 6%. Those indicators suggest that the market is going to continue to grow.

Mike Powell
CFO, Ferguson Enterprises

Good. On to flow through? No. Flow through, a couple of comments really. One is I touched on the labor. As we exited the end of last year, clearly we were in very good markets, and therefore, we were continuing to add labor. We had in quarter two, as I said, about 600 equivalent heads too many, which we have since taken out. That's actually a cause and effect. With the markets being good, we add the heads so that we don't miss out on the growth. Of course, as the markets weakened slightly in Q2. The good news is in the U.S., you can take the labor out, and we've taken that out without any redundancy costs, restructuring costs. It does, however, take you six to eight weeks to do that.

You've got to remember, we operate over more than 1,500 branches across the whole of the U.S., so these are small numbers in lots of locations. To get that through taking attrition as well, so we get a normal turnover, it takes us about six to eight weeks to take that labor out. That did result. What's the internal disappointment in the first half? It was a good set of numbers. The internal disappointment is about that $10 million to $15 million. If we could have clicked our fingers and taken the labor out quicker, we would have. That affects the flow through, Howard. The other one in the Q2 the year before, we did have exceptionally high gross margins. I think if you look at the year average, it's better. I think you know we don't manage flow through by quarter. We manage the business long term.

I think if you look at the two components, the gross margin for last year for the business was 29.4%. The gross margin for Q1 this year was 29.6%, and the gross margin for Q2 this year was 29.6%. It sort of tells you it's not in the gross margin, it's actually in the costs, and it's really around that labor issue. We need to clearly continue to monitor that labor very tightly as we move forward given our outlook this morning. Does that help?

Howard Seymour
Analyst, Numis

Yes. Thank you.

You've got the trading day as well. I think you'll have captured that.

Thanks.

John Messenger
Analyst, Redburn

John Messenger from Redburn. I think it's two, if I could. Maybe just sticking with costs and what happened. Doing the maths kind of your total cost base grew by about 13.5%. 3% probably relates to acquisitions. Your underlying cost base grew by 10%. Headcount-wise, underlying, it was kind of 0.5 of growth, 3% of headcount growth from acquisitions again. Just can you help us understand what are the big packets of cost that are inflating in there and that you highlight labor cost at 3.5%. To go from 3.5% across what looks like a relatively flat net headcount change, is this third party logistics? What is it in the distribution costs that are really jacking up in terms of sizable cost increases?

When does that start to abate, I guess, or what of it do you control to an extent? Second question was just on the guidance. If we assume the group does just a tad above that bottom end of the range at, say, GBP 1,590, it implies GBP 846 in the second half. Last year was GBP 803 on the continuing. You've said there's GBP 29 million effectively of extra acquisition EBIT coming in the second half. It implies about GBP 14 million of organic in terms of profit change. Can I just check you, number one, agree the maths? Number two, what is really Maybe it comes to the point if 3%-5% is the growth rate and if that is the growth rate next year, coming back to Mike's comment about drop-through gearing against that sales backdrop would be hard to deliver. What do you need in 2020s?

If we believe the world is going to be three to five again, what will you be doing differently in six months' time to make sure that the drop-through gearing is better than five or six?

Mike Powell
CFO, Ferguson Enterprises

Where do you want to start?

John Martin
CEO, Ferguson Enterprises

Well, why don't I sort of have.

Mike Powell
CFO, Ferguson Enterprises

Okay.

John Martin
CEO, Ferguson Enterprises

Why don't I do a sort of an overall.

Mike Powell
CFO, Ferguson Enterprises

We can jump in together.

John Martin
CEO, Ferguson Enterprises

I think, John, the point you've made is well made. We came out of a very strong growth period middle of last year, okay? We are putting in heads to make sure we've got drivers, we've got counter staff, we've got warehouse associates, we've got inside salespeople. We're doing the right trading. That has a momentum to it. It does. You might say it's criticism of business, but if you look at that chart that Mark was putting up there before about the long-term growth, sure, there are a few wrinkles along the road in that because it's not quite such a perfect curve as you came up with, Mark, but well done. My point really was we came into the year with very strong growth.

We want, and when I'm talking to the team, I want them to capture every bit of market growth that's available. Howard's question, are you calling the peak? No, I'm not calling the peak of anything. What we're doing is we're managing the business as closely as we can. Now, to Mike's point, it does take you six or eight weeks. It does in any business, frankly, to correct the heads. Were we a bit bullish at the start of the year? I think yes, with the benefit of hindsight. Mike's given you our view of sort of the degree of that disappointment. If we were in a 3%-5% organic growth environment, I guarantee you we will cut our cloth absolutely accordingly, okay?

I struggle to believe if we're in that type of environment longer term, I think there'll be less labor inflation, John, if I can say that. I think that'll be the case. The other, the single largest factor by a country mile is the number of associates. Although this year we went up and we dropped off a little bit, there's seasonality in there as well because remember, in the middle of winter, we should have fewer associates. We went up the 600, down the 600. That's the bit, that little peak that we should've managed, frankly, a little bit better. Make no mistake, if we're in a 3%-5% organic growth environment, we will still expect to generate sensible profit growth. All right?

John Messenger
Analyst, Redburn

Just on that bridge for the year in terms of that-

Mike Powell
CFO, Ferguson Enterprises

Yes. Yeah, in terms of your acquisitions, yes. I mean, we've given you those numbers. It clearly depends where you put between 3% and 5% growth, what number you come out with and your flow through. Do you remember there was some costs credit in Canada last year for the Easter settlement as well? I think they're net of your numbers, so again, it'll be somewhat better than your 14 on an underlying basis. As John says, our job is absolutely to work that flow through in lower growth markets.

John Messenger
Analyst, Redburn

There's nothing geographically in the U.K. or beyond the GBP 6 million reversal in Canada that we need to think about in terms of-

Mike Powell
CFO, Ferguson Enterprises

Nothing.

John Messenger
Analyst, Redburn

You sounded more confident on the U.K., if anything, John.

John Martin
CEO, Ferguson Enterprises

Look, I mean, with the U.K., John, I am very impressed with the team's focus. A real focus. They are impatient, they are executing. I think that will pay dividends. There's lots more to do. Now we are starting to lap where we took those fairly decisive actions prior to the new management team coming on board last year as it happens. Yes, I would be cautiously more optimistic on the U.K., John.

John Messenger
Analyst, Redburn

Thanks.

Mike Powell
CFO, Ferguson Enterprises

Pass it on.

Ami Galla
Analyst, Citi

Ami Galla from Citi. Just a couple from me. Just getting into that cost part again, you've talked about managing the cost on the headcount front more actively in the second half. To what extent are you capping your potential growth into the second half and into 2020 by managing it so strictly? You've talked earlier about how sales associates are the biggest driver for outperformance in the U.S., and how should we think about growth in that perspective? My second question, just a couple of technical ones. Can you give us numbers around what integration cost has been booked in the numbers in the first half? On U.K., what are the sort of cost savings that we should be thinking about coming through the numbers in the second half?

John Martin
CEO, Ferguson Enterprises

Yeah, look, to the first question on the are we capping our growth, absolutely not. No, this is a question of making sure that we have the right level of associates in order to capitalize on the market opportunity. Yeah? That's a balance that we always have to take. Because if you imagine that, we have to do that in every location, in every zip code around the business anyway. That's a constant rebalancing. We wouldn't do that. Mike and I would rather be sat in front of you today saying, "No, we're calling a higher growth rate. We're putting more people in." If that was the right thing, that's what we would do. Honestly. No, there is no way that we would choke off growth in our business by reducing the associates.

The point, though, is for the associates that we do have, we have to generate the right efficiency. We have to generate the right productivity, the right flow through. Whether that's salespeople, the number of calls, the number of visits, the conversion of tenders into orders or whether that's the number of picks that a warehouse associate does, or the number of drops that a driver does. All of those efficiency stats have to be in the right ballpark. Go on, sorry.

Mike Powell
CFO, Ferguson Enterprises

Yeah. Integration costs, first half was GBP seven. Second half, I'd expect GBP eight. That's the total of GBP 15, so pretty well split. The U.K. cost base. The issue in the U.K., I think John has already said, is not just getting some top-line traction, but also getting that gross margin moving. That's the challenge, really, in the U.K. The fundamental challenge for us and the U.K. management team. We will move costs accordingly. If we can grow that top line or grow gross margins, either or, I'll take in terms of gross profit. That's what we're after there.

Phil Roseberg
Analyst, Bernstein

Thank you. It's Phil Roseberg from Bernstein. Just a couple of questions. The first one on the opportunity. I guess at these times when things go down, a lot of the small businesses sort of say, "Okay, I'm not going to go through another downturn. It's time to sell." I sense from other companies that there is a lot more, I guess, in the pipeline potentially. Is this something that you can use to, if you like, change the nature of your growth, and go perhaps a little bit above the 1% to 2% that you normally guide to on bolt-ons? Just like to your views on the capital allocation point there. The other one, sorry, just to get back to the Swiss tax domicile change. That's a big move. There must be some savings in terms of closure of the Zug office.

Just can you give us a little bit more sort of the returns logic of that decision, as opposed to just sort of saying that we'll avoid further tax rises in the future?

John Martin
CEO, Ferguson Enterprises

Sure. Yeah, look, on the pipeline, it's interesting. I'm not sure what will happen to the pipeline if there is a more prolonged moderation of the growth rates, Phil. It's not something we've really seen so far. Now, to be fair, the sort of midpoint of last year through to sort of fairly recently when we completed the Blackman Plumbing Supply transaction, we have had a few more acquisitions that we've wanted to step up and get done. To Mike's point earlier, the pipeline now, there is less in the pipeline now. Is that just a consequence of the fact that we've completed them? We are still out there working, we're still out there talking to vendors, but there is just less.

I think, harking back to the last downturn, there were relatively few businesses put on the market at that time, I think because a lot of vendors saw their own profitability coming down. My own experience of these things is a lot of vendors don't like to put their businesses on the market if their profits are under pressure. I don't know. I think that the point of having a very strong balance sheet is to maintain optionality. It's to make sure that we have absolutely zero risk of needing cash calls and that type of thing. Also to maintain optionality to do those acquisitions if they arise at whatever point in the cycle. What I would say right now is this is a matter of allocating more capital to acquisitions. We have got our hands full on integration.

The 100 people, it is phenomenal for us to have 100 people working primarily on rolling out our systems through the Blackman Plumbing Supply acquisition. It's only a GBP 240 million acquisition. I know it sounds like it isn't. It's quite substantial for us. Making sure that we reap the rewards from that acquisition and others like Robertson Supply out west as well, that we did fairly recently. There's only eight branches in Idaho, but it still needs integrating and doing properly and bringing into our structure. They take quite a lot of work. We've got our hands full on those at the moment. We'll see what else comes along.

Mike Powell
CFO, Ferguson Enterprises

On tax, Phil. We only have a small office in Switzerland, there aren't significant cost savings. We have a very small services offices in Reading, as some of you know. That's got about 30 people in it most days. The work can be done out of the U.K. base. There isn't a significant cost saving. It is about having the right commercial logic for the tax domicile of the company. We've clearly sold a number of operations in continental Europe over the last few years, and therefore we're sort of out of Europe commercially. Therefore, having a tax base where we have the listing and the commercial support to do it from makes sense going forward. Actually, the U.K., in terms of the G20, is actually a good place for us to be as well for our shareholders.

John Martin
CEO, Ferguson Enterprises

Do you want to pass it along?

Robert Eason
Analyst, Goodbody

Good morning, everyone. It's Robert Eason from Goodbody. In relation to the U.S., I think in your presentation you called out kind of flatter gross margins in the second half. My question is just with the kind of the softer outlook in terms of the top line, in terms of the pace of growth, are you seeing any change of behavior from a competitive standpoint among your competitors? Is there any regions that stand out in that context, if there are any? On the U.K., you're constantly getting rid of non-core businesses, which makes sense. Two questions in relation to this in terms of can we assume that year-on-year we're going to get back to growth in the U.K. business now, given everything that's been done?

Are we getting closer to, you have to appreciate we're looking externally in, are we getting closer to a strategic decision on the U.K., given what you're doing from a non-core perspective, given what you're doing from the visuals of the profits in that business? As you said, on the flip side, no business wants to sell when their profits are going down. The same logic can apply to the U.K. business on that front. They're kind of my two areas of questions. Thank you.

John Martin
CEO, Ferguson Enterprises

I hate being quoted that quickly.

Mike Powell
CFO, Ferguson Enterprises

It's good though.

John Martin
CEO, Ferguson Enterprises

Look, on the gross margins, no, it is actually, the margins are very consistent across regions and very consistent, the growth in gross margins over time between our business units is also very consistent. The only thing that I could point to with regard to gross margins over the last year with the benefit of hindsight, I think some of the tariffs and some of the pricing, they take a lot of work because you have to reprice stuff constantly when things like pricing and tariffs are changing. That's a frustration. It's an irritation. It creates a lot more work. It creates a little volatility in a month or two's margin numbers. It doesn't alter the attractions of our business. From a competitive perspective, no, there's no indication of any other competitive factors in gross margins.

We're still as optimistic as we ever were about look long term, we ought to be taking 10 to 20 basis points per year in gross margin improvements. On the U.K., I think the observation that I would make, and I've made this and shared this with our teams, myself and Mike, we need to see the U.K. getting back to sustainable gross margin performance. Okay, without that, I would be glum. I do think now we've got a better team, a better engine in order to execute that than we've had. I think that is fundamental to a business being part of our group. We have to generate proper returns on capital. Actually, the returns on capital in the U.K., whilst they are low, we still do make a positive and decent return, just not as attractive as it is in the States.

We need to get back to taking market share and doing it profitably, and I think fundamental to that, to Mike's point, is that we get the gross margin performance moving forward. I certainly wouldn't say today anything other than I am optimistic that the current team is making good progress in getting good momentum in the market. The other piece, of course, is we're aware of the other changes that are going on in our competitive landscape in the U.K. market. We need to understand how those shake out as well.