Earnings Release • Sep 25, 2011
Earnings Release
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26 September 2011
This document contains forward looking statements which reflect management's current views and estimates.
The forward looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those contained in the forward looking statements. Potential risks and uncertainties include such factors as general economic conditions, foreign exchange fluctuations, competitive product and pricing pressures and regulatory developments.
Leader in speciality bakery
Operations in Europe, North and South America, South East Asia, Australia and New Zealand
Bread Rolls&Artisan Loaves
Origin is a leading agri-services group focused on integrated agronomy and agri-inputs, with operations in the UK, Ireland and Poland.
ARYZTA AG is the majority shareholder (71.4%) in Origin Enterprises plc, which has a listing on the AIM in London and the ESM in Dublin (AIM:OGN, ESM:OIZ). As of 23 September 2011, Origin had a market capitalisation of €459m (133m shares at €3.45), valuing ARYZTA's holding at circa €328m (95m shares at €3.45).
Reasons for listing in 2007
Journey and positioning
10 © ARYZTA, September 2011
FY 2008 – FY 2011
1 Pro forma numbers presented including Hiestand Holding AG in the 2008 comparative.
FY 2008 – FY 2011
1 Pro forma numbers presented including Hiestand Holding AG in the 2008 comparative.
Geographic diversification
1 Pro forma numbers presented including Hiestand Holding AG in the 2008 comparative.
Expansion of product capability
1 Pro forma numbers presented including Hiestand Holding AG in the 2008 comparative.
2 Sweet Baked Goods & Morning Goods include cookies, muffins, doughnuts, croissants and other morning goods. Savoury & Other include pizza, pretzels, other savoury snacks, chilled goods and high-end cuisine.
Year ended 31 July 2011
| in Euro '000 | July 2011 | July 2010 | % |
|---|---|---|---|
| Group revenue | 3,876,923 | 3,009,726 | 28.8% |
| EBITA | 393,326 | 272,973 | 44.1% |
| EBITA margin | 10.1% | 9.1% | |
| Associates and JVs, net | 19,479 | 31,613 | |
| EBITA incl. associates and JVs | 412,805 | 304,586 | 35.5% |
| Finance cost, net | (67,916) | (51,485) | |
| Hybrid instrument accrued dividend | (11,801) | – | |
| Pre-tax profits | 333,088 | 253,101 | |
| Income tax | (52,295) | (41,598) | |
| Non-controlling interests | (20,753) | (17,624) | |
| Underlying fully diluted net profit | 260,040 | 193,879 | 34.1% |
| Underlying fully diluted EPS (cent)1 | 310.1c | 244.0c | 27.1% |
1 July 2011 underlying fully diluted EPS calculated using the weighted average number of shares in issue of 83,868,319 (2010: 79,443,701).
2 See slide 54 for glossary definition of financial terms used in presentation.
Year ended 31 July 2011
| Food N. | Food | Total | ||||
|---|---|---|---|---|---|---|
| in Euro million | Food Europe | America | Rest of World | Food Group | Origin1 | Total |
| Group revenue | 1,184.9 | 1,212.5 | 180.0 | 2,577.4 | 1,299.5 | 3,876.9 |
| Underlying growth | 0.9% | 5.3% | 17.0% | 2.7% | 11.8% | 6.7% |
| Acquisitions & disposals | 7.1% | 106.5% | 373.7% | 48.8% | (15.4)% | 20.4% |
| Currency | 2.5% | 0.3% | 11.8% | 2.0% | 1.3% | 1.7% |
| Revenue Growth | 10.5% | 112.1% | 402.5% | 53.5% | (2.3)% | 28.8% |
1 Origin revenue is presented after deducting intra group sales between Origin and Food Group.
| in Euro '000 | July 2011 | July 2010 | % |
|---|---|---|---|
| Food Group | |||
| Food Europe | 149,038 | 131,245 | 13.6% |
| Food North America | 148,673 | 69,911 | 112.7% |
| Food Rest of World | 24,601 | 5,963 | 312.6% |
| Total Food Group | 322,312 | 207,119 | 55.6% |
| Origin | 71,014 | 65,854 | 7.8% |
| Total Group EBITA | 393,326 | 272,973 | 44.1% |
| Associates & JVs, net | |||
| Food JVs | 4,622 | 20,041 | (76.9)% |
| Origin associates & JV | 14,857 | 11,572 | 28.4% |
| Total associates & JVs, net | 19,479 | 31,613 | (38.4)% |
| Total EBITA incl. associates and JVs | 412,805 | 304,586 | 35.5% |
| in Euro '000 | July 2011 | July 2010 | % |
|---|---|---|---|
| Group revenue | 2,577,420 | 1,679,417 | 53.5% |
| EBITA | 322,312 | 207,119 | 55.6% |
| EBITA margin | 12.5% | 12.3% | |
| JVs, net | 4,622 | 20,041 | |
| EBITA incl. JVs | 326,934 | 227,160 | 43.9% |
| Finance costs, net | (57,406) | (36,272) | |
| Hybrid instrument accrued dividend | (11,801) | – | |
| Pre-tax profits | 257,727 | 190,888 | |
| Income tax | (36,999) | (30,571) | |
| Non-controlling interests | (2,666) | (2,630) | |
| Underlying net profit | 218,062 | 157,687 | 38.3% |
| in Euro '000 | July 2011 | July 2010 |
|---|---|---|
| EBIT | 235,780 | 160,252 |
| Amortisation | 86,532 | 47,450 |
| EBITA | 322,312 | 207,702 |
| Depreciation | 86,479 | 60,363 |
| EBITDA | 408,791 | 268,065 |
| Working capital movement1 | (12,970) | 24,818 |
| Dividends received2 | 13,138 | 24,158 |
| Maintenance capital expenditure | (39,272) | (10,330) |
| Interest & tax | (101,927) | (54,224) |
| Other non-cash charges / (income) | 4,187 | (1,469) |
| Cash flows generated from activities | 271,947 | 251,018 |
| Investment capital expenditure | (51,589) | (46,546) |
| Cash flows generated from activities after investment capital expenditure | 220,358 | 204,472 |
| Underlying net profit | 218,062 | 157,687 |
1 July 2010 working capital movement includes €21.5m received from debt factoring.
2 Includes dividends received from Origin of €8,550,000 (July 2010: €7,600,000).
| in Euro '000 | FY 2011 | FY 2010 |
|---|---|---|
| Food Group opening net debt as at 31 July 2010 | (1,115,623) | (505,504) |
| Cash flows generated from activities | 271,947 | 251,018 |
| Hybrid instrument proceeds | 285,004 | – |
| Cost of acquisitions | (317,674) | (860,313) |
| Share placement | – | 115,001 |
| Integration and transaction costs | (31,847) | – |
| Investment capital expenditure | (51,589) | (46,546) |
| Deferred consideration | (12,900) | (2,128) |
| Dividends paid | (32,908) | (30,599) |
| Foreign exchange movement | 51,106 | (33,148) |
| Amortisation of financing costs and other | (984) | (3,404) |
| Food Group closing net debt as at 31 July 2011 | (955,468) | (1,115,623) |
Excluding Origin – non-recourse financing facilities
as at 31 July 2011
| Food | Food N. | Food Rest | Total | |||
|---|---|---|---|---|---|---|
| in Euro million | Europe | America | of World | Food Group | Origin | Total |
| 2011 | ||||||
| Group share net assets1 | 1,368 | 1,635 | 253 | 3,256 | 4343 | 3,690 |
| EBITA incl. associates and JVs2 | 149 | 157 | 26 | 332 | 86 | 418 |
| ROI | 10.9% | 9.6% | 10.1% | 10.2% | 19.8% | 11.3% |
| 2010 | ||||||
| Group share net assets1 | 1,427 | 1,290 | 230 | 2,947 | 3983 | 3,345 |
| EBITA incl. associates and JVs2 | 141 | 137 | 23 | 301 | 77 | 378 |
| ROI | 9.9% | 10.6 % | 10.0% | 10.2% | 19.4% | 11.3% |
1 Net assets exclude all bank debt, cash and cash equivalents and tax-related balances.
2 ROI is calculated using pro forma trailing twelve months EBITA ('TTM EBITA') reflecting the full twelve months impact of 100% of Maidstone Bakery. TTM EBITA is presented as segmental EBITA including pro forma contribution in the current year from Maidstone of €4,743,000 in the Food North American segment (covering the pre-acquisition period in FY 2011) and segmental contribution from associates and JVs of €3,706,000 in the North American segment and €909,000 in the Food Rest of World segment. EBITA is before interest, tax, non-SAP amortisation and before the impact of non-recurring items. The contribution from associates and JVs is net profit (i.e. presented after interest and tax).
3 Origin net assets adjusted for the fluctuation in its average quarterly working capital by €95,544,000 (2010: €80,579,000).
4 The Group WACC on a pre-tax basis is currently 8.0% (2010: 8.1%). Group WACC on a post-tax basis is currently 6.7% (2010: 6.5%).
Strategic repositioning
| in Euro '000 | Non-Cash | Cash | Total |
|---|---|---|---|
| Maidstone fair value gain on existing 50% at acquisition | 121,391 | – | 121,391 |
| Asset write-down arising on integration | (43,039) | – | (43,039) |
| Costs arising on integration | (3,600) | (63,092) | (66,692) |
| Transaction costs (including share purchase tax) | – | (10,686) | (10,686) |
Relates to closure of 6 sites, 5 manufacturing, 1 administration
Split H1/H2 is 44%/56% with two site closures in H1
Split 81% Food Europe and 19% Food North America
96% (EUR 60.3m) severance, site decommissioning and advisory costs
62% relates to Food North America
15% of underlying fully diluted EPS
310.1 cent x 15% = 46.52 cent (CHF 0.56791 )
Euro increase of 27.1% year-on-year
No longer subject to withholding tax
Shareholder approval 1 December 2011 (General Assembly)
Expected ex-date 27 January 2012
Expected payment date 1 February 2012
1 Based on EUR 0.4652 per share converted at the foreign exchange rate of one Euro to CHF 1.22082 on 22 September 2011, the date of approval of the ARYZTA financial statements.
Source: Bloomberg first deliverable generic commodity futures.
Focused on added value speciality bakery
Well developed customer relationships
Well diversified geographic, channel and customer base
Efficient balance sheet and balanced FX positions
Strong free cash generation of EUR 271.9m
Organic and acquisition growth opportunities
Completion of Taiwan and Singapore acquisitions (expected in Q11)
Acquisition of a UK manufacturing business of flatbreads with focus on retail channel
1 Previously announced in August 2010.
| Depreciation p.a. | €85 – 90m |
|---|---|
| Amortisation p.a. | €90 – 95m |
| Effective tax rate | 16% – 20% |
| Finance costs p.a. | €70 – 75m |
| Dividend payout of underlying EPS p.a. | 15% |
| Maintenance capex p.a. | €50m |
| Investment grade status | maintain |
| Internal investment expenditure p.a. | €100m |
| Non-recurring cash costs over 2 years (FY 2012 & FY 2013) | €100m |
Supply chain optimisation
Investment in Enterprise Resource Planning (ERP)
| Outlook | – Weak economic conditions in mature markets – Input price inflation – Financial market volatility |
|---|---|
| Implications | – Weak consumer spending – Consumer switching channels leading to increased competition between customers – Promotional activity remains elevated |
| Response | – Leverage key customer relationships to grow revenue – Product development around consumer insights – Identify and exploit cost efficiencies – Consolidation opportunities to add new customers, channels, products or geographies – Increased investment in emerging markets |
Critical enabler in transforming the ARYZTA business
Supply chain optimisation
Investment in ERP
Revenue opportunities
Leveraging excellent customer relationships for cross-selling opportunities
Developing single sales contact across customer base
Providing full availability of entire product range across all channels and customers
Benefits of standardising processes
Master file data, reporting and KPIs
Operating processes throughout manufacturing and logistics
Data management
Performance measurement
Operational and financial controls
Improved customer revenue penetration rates
Improved capacity utilisation of facilities
Reduced duplication
Improved supply chain logistics, procurement and sourcing
Improved inventory control
Improved working capital
Leadership
ERP investment key to unlocking value
Global repositioning with more balanced earnings flow
Year ended 31 July 2011
| in Euro '000 | July 2011 | July 2010 | % |
|---|---|---|---|
| Group revenue | 1,299,503 | 1,330,309 | (2.3)% |
| EBITA | 71,014 | 65,854 | 7.8% |
| EBITA margin | 5.5 % | 5.0 % | |
| Associates and JV, net | 14,857 | 11,572 | |
| EBITA incl. associates and JV | 85,871 | 77,426 | 10.9% |
| Financing costs, net | (10,510) | (15,213) | |
| Pre-tax profits | 75,361 | 62,213 | |
| Income tax | (15,296) | (11,027) | |
| Underlying net profit | 60,065 | 51,186 | 17.3% |
| Adjusted fully diluted EPS (cent)1 | 43.34c | 37.26c | 16.3% |
1 Actual Origin July 2011 underlying fully diluted EPS is calculated using the weighted average number of shares in issue of 138,416,254 (2010: 137,376,888).
Year ended 31 July 2011
| in Euro '000 | July 2011 |
|---|---|
| Reported net profit | 45,798 |
| Intangible amortisation | 4,295 |
| Tax on amortisation | (1,663) |
| Net loss on transfer of Origin Food and Feed businesses to associates | 11,010 |
| Tax on transfer of Origin Food and Feed businesses to associates | 625 |
| Underlying net profit | 60,065 |
Underlying fully diluted EPS1 43.34c
1 Origin July 2011 underlying fully diluted EPS is calculated using the weighted average number of shares in issue of 138,416,254.
Year ended 31 July 2011
| in Euro '000 | July 2011 |
|---|---|
| Reported net profit | 212,657 |
| Intangible amortisation | 90,827 |
| Tax on amortisation | (18,691) |
| Gain on acquisitions, disposals and asset impairments | (56,656) |
| Integration and rationalisation related costs | 66,692 |
| Hybrid instrument accrued dividend | (11,801) |
| Tax on asset write-down and costs arising on integration | (17,990) |
| Non-controlling interest on Origin Food and Feed transactions | (3,325) |
| Underlying net profit | 261,713 |
| Dilutive impact of Origin management incentives | (1,673) |
| Underlying fully diluted net profit | 260,040 |
1 July 2011 underlying fully diluted EPS calculated using the weighted average number of shares in issue of 83,868,319 (2010: 79,443,701).
| in Euro '000 | July 2011 |
|---|---|
| Reported net profit | 179,948 |
| Intangible amortisation | 86,532 |
| Tax on amortisation | (17,028) |
| Gain on acquisitions, disposals and asset impairments | (67,666) |
| Integration and rationalisation related costs | 66,692 |
| Hybrid instrument accrued dividend | (11,801) |
| Tax on asset write-down and costs arising on integration | (18,615) |
| Underlying net profit | 218,062 |
as at 31 July 2011
| in Euro '000 | As at July 2011 | As at July 2010 |
|---|---|---|
| Property, plant and equipment | 939,949 | 945,100 |
| Investment properties | 32,180 | 20,648 |
| Goodwill and intangible assets | 2,650,956 | 2,280,763 |
| Associates and joint ventures | 124,057 | 162,881 |
| Other financial assets | 35,013 | – |
| Working capital | (128,185) | (62,282) |
| Other segmental liabilities | (59,379) | (83,075) |
| Segmental net assets | 3,594,591 | 3,264,035 |
| Net debt | (1,047,588) | (1,227,512) |
| Deferred tax, net | (309,425) | (303,089) |
| Income tax | (38,248) | (53,209) |
| Derivative financial instruments | (2,824) | (6,375) |
| Net assets | 2,196,506 | 1,673,850 |
as at 31 July 2011
| Net assets | 2,029,733 | 1,543,051 |
|---|---|---|
| Derivative financial instruments | (1,918) | (1,778) |
| Income tax | (28,299) | (47,437) |
| Deferred tax, net | (292,985) | (289,658) |
| Net debt | (955,468) | (1,115,623) |
| Segmental net assets | 3,308,403 | 2,997,547 |
| Other segmental liabilities | (39,567) | (59,763) |
| Working capital | (90,372) | (53,607) |
| Investment in Origin | 51,045 | 51,045 |
| Joint ventures | 4,976 | 73,140 |
| Goodwill and intangible assets | 2,520,450 | 2,166,168 |
| Investment properties | 16,178 | 4,646 |
| Property, plant and equipment | 845,693 | 815,918 |
| in Euro '000 | As at July 2011 | As at July 2010 |
Excluding Origin – non-recourse financing facilities
| Debt Funding | Principal1 | Maturity |
|---|---|---|
| May 2010 – Syndicated Bank Loan | CHF 600m | Dec 2014 |
| May 2010 – U.S. Private Placement | USD 420m /EUR 25m |
May 2013–May 2022 |
| Dec 2009 – U.S. Private Placement | USD 200m | Dec 2021–Dec 2029 |
| Nov 2009 – Swiss Bond | CHF 200m | March 2015 |
| Jun 2007 – U.S. Private Placement | USD 450m | June 2014–June 2019 |
1 Weighted average interest cost of Food Group financing facilities (including overdrafts) as at 31 July 2011 of c. 4.28%.
CHF 400m Hybrid instrument with 5% coupon funded October 2010 After first call date (October 2014) coupon equates 905bps plus 3 month CHF LIBOR Traded on SIX Swiss exchange Treated as 100% equity for bank covenant purposes Treated as 25% equity for U.S. PP covenant purposes
| Net Debt: EBITDA1 calculations as at 31 July 2011 |
Ratio |
|---|---|
| Net Debt: EBITDA1 (hybrid as equity) | 2.24x |
| Net Debt: EBITDA1 (hybrid as debt) | 3.06x |
1 Calculated based on the Food Group EBITDA for the year ended 31 July 2011, including dividend received from Origin, adjusted for the pro forma full-year contribution of the Maidstone Bakeries acquisition.
weighted average maturity c. 6.2 years
Gross Term Debt Maturity Prole1 Gross Term Debt Maturity Profile1
2012
1 Profile of term debt maturity is set out as at 31 July 2011. Food Group gross term debt at 31 July 2011 is €1.22bn (excluding overdrafts of €159m). Total Food Group net debt at 31 July 2011 is € 955.5m.
– A non cash gain on 50% Maidstone Bakeries previously owned being recorded (under revised IFRS 3 implemented as required for the year ended 31 July 2010) > EUR 121.4m1 (CAD 172.2m) based on multiple of 10.2 x EBITDA
| in Canadian Dollar million | |
|---|---|
| Pro forma TTM EBITDA | 69.5 |
| EBITDA acquisition multiple | 10.2x |
| Assigned acquisition enterprise value | 709.0 |
| in Canadian Dollar million | |
| Carrying value of 50% investment before acquisition | 91.8 |
| Net purchase price | 445.0 |
| Fair value gain on existing 50% at acquisition | 172.2 |
| Assigned acquisition carrying value | 709.0 |
1 CAD 172.2m gain translated at EURCAD rate of 1.42.
Quarterly Underlying Revenue Growth
| Total Food Group | (1.7)% | 2.5% | 4.9% | 4.7% | 2.7% |
|---|---|---|---|---|---|
| Food Rest of World | 18.5% | 18.3% | 6.2% | 21.3% | 17.0% |
| Food North America | (1.4)% | 5.9% | 8.9% | 7.1% | 5.3% |
| Food Europe | (2.4)% | 0.7% | 2.9% | 2.3% | 0.9% |
| Q1 2011 | Q2 2011 | Q3 2011 | Q4 2011 | FY 2011 |
| July 2011 | July 2010 | % | |
|---|---|---|---|
| Closing Rates | |||
| Swiss Franc | 1.1464 | 1.3616 | (15.8) % |
| US Dollar | 1.4323 | 1.3079 | 9.5% |
| Canadian Dollar | 1.3620 | 1.3546 | 0.5 % |
| Sterling | 0.8761 | 0.8373 | 4.6 % |
| Average Rates | |||
| Swiss Franc | 1.2862 | 1.4621 | (12.0)% |
| US Dollar | 1.3762 | 1.3811 | (0.4)% |
| Canadian Dollar | 1.3676 | 1.4494 | (5.6) % |
| Sterling | 0.8610 | 0.8776 | (1.9) % |
| in Euro million | mean |
|---|---|
| Based on 8 analysts | |
| EBITA including associates & JVs1 | 438.6 |
| Underlying fully diluted net profit2 | 278.2 |
| Underlying EPS (cent)2 | 338.0 |
1 EBITA presented before impact of non-recurring items. Associates and JVs presented after interest and tax.
2 Underlying fully diluted net profit & EPS presented before impact of amortisation, non-recurring items and related tax credits.
* These estimates were compiled from individual analysts' submissions to ARYZTA Investor Relations in September 2011. In the three weeks following the release of the results, Temple Bar Advisory (TBA) will undertake a detailed consensus forecast on behalf of ARYZTA AG.
Paul Meade Communications Officer
Talacker 41 8001 Zurich Switzerland Tel: +41 (0) 44 583 42 00 Fax: +41 (0) 44 583 42 49 [email protected] www.aryzta.com
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