Quarterly Report • Mar 13, 2011
Quarterly Report
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14 March 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.
Agenda
Global leader in speciality bakery
Operations in Europe, North and South America, South East Asia, Australia and New Zealand
1 Pro forma TTM revenue and EBITDA to July 2010 includes acquisitions of Fresh Start Bakeries and Great Kitchens, translated at EURUSD rate of 1.38, and pro forma TTM revenue and EBITDA to October 2010 for Maidstone Bakeries translated at EURCAD rate of 1.40.
Bread Rolls&Artisan Loaves
1 Based on €2.5bn pro forma TTM revenue to July 2010 (including acquisitions of Fresh Start Bakeries and Great Kitchens), translated at EURUSD rate of 1.38, and pro forma TTM revenue to October 2010 for Maidstone Bakeries translated at EURCAD rate of 1.40. 43%
Origin is a leading agri-business 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 11 March 2011, Origin had a market capitalisation of €532m (133m shares at €4.00), valuing ARYZTA's holding at circa €380m (95m shares at €4.00).
Since listing, Origin has strategically repositioned its Marine Proteins and Oils, Consumer Food and Feed Ingredients businesses to associates and joint venture. It is now focused on a sustainable agricultural model with a capacity for expansion in a developing fragmented industry.
On 10 March 2011, Origin announced the acquisition of United Agri Products and Rigby Taylor. The acquisitions build upon Origin's core position in the provision of integrated production systems to primary food producers as well as broadening the Group's offering into new customer channels. On the same date Origin also announced its interim results. These results reflect positive on-farm momentum and a favourable planning environment for primary food producers.
6 month period ended 31 January 2011
| in Euro '000 | January 2011 | January 2010 | % |
|---|---|---|---|
| Group revenue | 1,894,272 | 1,394,053 | 35.9% |
| EBITA | 173,118 | 114,013 | 51.8% |
| EBITA margin | 9.1% | 8.2% | |
| Associates and JVs, net | 10,729 | 13,635 | |
| EBITA incl. associates and JVs | 183,847 | 127,648 | 44.0% |
| Finance cost, net | (36,713) | (23,723) | |
| Hybrid instrument accrued dividend | (3,911) | – | |
| Pre-tax profits | 143,223 | 103,925 | |
| Income tax | (20,684) | (16,965) | |
| Non-controlling interests | (6,263) | (4,430) | |
| Underlying fully diluted net profit | 116,276 | 82,530 | 40.9% |
| Underlying fully diluted EPS (cent)1 | 140.3c | 104.5c | 34.3% |
1 January 2011 underlying fully diluted EPS calculated using the weighted average number of shares in issue of 82,856,277
(2010: 78,946,101), following placement of 3,864,335 registered shares in June 2010 in relation to the acquisition of Fresh Start Bakeries.
2 See slide 44 and 45 for glossary definition of financial terms used in presentation.
6 month period ended 31 January 2011
| Food N. | Food | Total | ||||
|---|---|---|---|---|---|---|
| in Euro million | Food Europe | America | Rest of World | Food Group | Origin1 | Total |
| Group revenue | 585.3 | 610.5 | 87.4 | 1,283.2 | 611.1 | 1,894.3 |
| Underlying growth | (0.9)% | 2.1% | 18.4% | 0.4% | 7.4% | 3.3% |
| Acquisitions & disposals | 7.3% | 128.2% | 549.5% | 54.3% | (7.4)% | 28.1% |
| Currency | 3.3% | 9.4% | 23.1% | 5.5% | 3.0% | 4.5% |
| Revenue Growth | 9.7% | 139.7% | 591.0% | 60.2% | 3.0% | 35.9% |
1 Origin revenue is presented after deducting intra group sales between Origin and Food Group.
1 Underlying Revenue Growth Per Quarter FY 2009–H1 FY 2011
12 © ARYZTA, March 2011
1 FY 2009 underlying revenue growth based on FY 2008 pro forma comparatives including Hiestand.
6 month period ended 31 January 2011
| in Euro '000 | January 2011 | January 2010 | % |
|---|---|---|---|
| Food Group | |||
| Food Europe | 66,004 | 60,736 | 8.7% |
| Food North America | 76,953 | 35,271 | 118.2% |
| Food Rest of World | 12,520 | 2,073 | 504.0% |
| Total Food Group | 155,477 | 98,080 | 58.5% |
| Origin | 17,641 | 15,933 | 10.7% |
| Total Group EBITA | 173,118 | 114,013 | 51.8% |
| Associates & JVs, net | |||
| Food JVs | 4,328 | 8,468 | (48.9)% |
| Origin associates & JV | 6,401 | 5,167 | 23.9% |
| Total associates & JVs, net | 10,729 | 13,635 | (21.3)% |
| Total EBITA incl. associates and JVs | 183,847 | 127,648 | 44.0% |
6 month period ended 31 January 2011
| in Euro '000 | January 2011 | January 2010 | % |
|---|---|---|---|
| Group revenue | 1,283,194 | 800,921 | 60.2% |
| EBITA | 155,477 | 98,080 | 58.5% |
| EBITA margin | 12.1% | 12.2 % | |
| JVs, net | 4,328 | 8,468 | |
| EBITA incl. JVs | 159,805 | 106,548 | 50.0% |
| Finance costs, net | (30,590) | (15,961) | |
| Hybrid instrument accrued dividend | (3,911) | – | |
| Pre-tax profits | 125,304 | 90,587 | |
| Income tax | (18,580) | (15,576) | |
| Non-controlling interests | (1,716) | (1,257) | |
| Underlying net profit | 105,008 | 73,754 | 42.3% |
6 month period ended 31 January 2011
| in Euro '000 | January 2011 | January 2010 |
|---|---|---|
| EBIT | 113,000 | 76,331 |
| Amortisation | 42,477 | 21,749 |
| EBITA | 155,477 | 98,080 |
| Depreciation | 41,545 | 28,044 |
| Reported EBITDA | 197,022 | 126,124 |
| Working capital movement | (16,498) | (9,968) |
| Dividends received1 | 12,967 | 7,740 |
| Maintenance capital expenditure | (22,092) | (6,683) |
| Interest & tax | (50,894) | (25,363) |
| Other non-cash income charges | 5,165 | (475) |
| Cash flows generated from activities | 125,670 | 91,375 |
| Investment capital expenditure | (26,199) | (22,591) |
| Cash flows generated from activities after investment capital expenditure | 99,471 | 68,784 |
| Underlying net profit | 105,008 | 73,754 |
1 Includes dividends received from Origin of €8,550,000 (H1 2010: nil).
6 month period ended 31 January 2011
| in Euro '000 | Food Group |
|---|---|
| Food Group opening net debt as at 31 July 2010 | (1,115,623) |
| Cash flows generated from activities | 125,670 |
| Hybrid instrument proceeds | 285,061 |
| Maidstone Bakeries acquisition | (316,563) |
| Business combination and transaction costs | (22,756) |
| Investment capital expenditure | (26,199) |
| Deferred consideration | (12,089) |
| Dividends paid | (2,066) |
| Foreign exchange movement1 | 19,606 |
| Amortisation of financing costs and other | 985 |
| Food Group closing net debt as at 31 January 2011 | (1,063,974) |
1 Foreign exchange movement is primarily attributable to the fluctuation in the U.S. Dollar between July 2010 (1.3079) and January 2011 (1.3699).
Excluding Origin – non-recourse financing facilities
as at 31 January 2011
| Food | Food N. | Food Rest | Total | |||
|---|---|---|---|---|---|---|
| in Euro million | Europe | America | of World | Food Group | Origin | Total |
| 2011 | ||||||
| Group share net assets | 1,374 | 1,732 | 229 | 3,335 | 297 | 3,632 |
| EBITA incl. associates and JVs | 140 | 161 | 23 | 325 | 80 | 405 |
| ROI | 10.1% | 9.3% | 10.2% | 9.7% | 27.1% | 11.1% |
| 2010 | ||||||
| Group share net assets | 1,288 | 676 | 7 | 1,971 | 354 | 2,325 |
| EBITA incl. associates and JVs | 127 | 85 | 4 | 216 | 73 | 289 |
| ROI | 9.9% | 12.6 % | 59.9% | 11.0% | 20.6% | 12.4% |
Financial impact
| in Euro '000 | Non-Cash | Cash | Total |
|---|---|---|---|
| Maidstone fair value gain on existing 50% at acquisition | 121,391 | – | 121,391 |
| Business combination costs | (18,809) | (13,491) | (32,300) |
| Transaction costs (including share purchase tax) | – | (9,265) | (9,265) |
| Net income statement impact | 102,582 | (22,756) | 79,826 |
Targeting 70% to 100% of cash costs converting to recurring cash EBITA within 3 years
Optimise future capital allocation needs
Medium term financial target metrics
6 month period ended 31 January 2011
6 month period ended 31 January 2011
Market stabilising but challenges remain
Support to customers to reposition value proposition
Growth returning in independent segment (bakeries, boulangeries and independent restaurants)
Underlying Revenue Growth Per Quarter FY 2009–H1 FY 2011
1 FY 2009 underlying revenue growth based on FY 2008 pro forma comparatives including Hiestand.
6 month period ended 31 January 2011
ATI scoping underway
Underlying Revenue Growth Per Quarter FY 2009–H1 FY 2011
6 month period ended 31 January 2011
Development of new bakery in Brazil on track
ARYZTA has been impacted by a lagging foodservice market, especially in the U.S. and Europe
| Region | CAGR (2008-10) |
|---|---|
| Asia Pacific | 3.6% |
| Australasia | 3.0% |
| Europe | (3.1)% |
| Latin America | 3.9% |
| Middle East and Africa | 4.4% |
| North America | (1.6)% |
| WW Foodservice | 0.6% |
1 Retail market growth figures are based on retail selling price and are nominal. Source: Euromonitor, L.E.K. analysis.
As the employment rate decreased, ARYZTA experienced a decline in sales
ARYZTA Revenue Growth vs. U.S. Employment Rate1
1 Calculated by the total employed population divided by the U.S. population. Source: Bureau of Labor Statistics, L.E.K. analysis.
27 © ARYZTA, March 2011
Spending on food away from home has consistently grown 1–2% faster than spending on food at home
Billions of Dollars
Source: Bureau of Economic Analysis, L.E.K. analysis.
Source: Bloomberg generic commodity futures prices.
1 See ARYZTA FY 2011 consensus slide 53.
6 month period ended 31 January 2011
| in Euro '000 | January 2011 | January 2010 | % |
|---|---|---|---|
| Group revenue | 611,078 | 593,132 | 3.0% |
| EBITA | 17,641 | 15,933 | 10.7% |
| EBITA margin | 2.9 % | 2.7 % | |
| Associates and JV, net | 6,401 | 5,167 | |
| EBITA incl. associates and JV | 24,042 | 21,100 | 13.9% |
| Financing costs, net | (6,123) | (7,762) | |
| Pre-tax profits | 17,919 | 13,338 | |
| Income tax | (2,104) | (1,389) | |
| Underlying net profit | 15,815 | 11,949 | 32.3% |
| Adjusted fully diluted EPS (cent)1 | 11.45c | 8.68c | 31.9% |
1 Actual Origin H1 2011 underlying fully diluted EPS is calculated using the weighted average number of shares in issue of 138,098,000 (2010: 137,626,000).
6 month period ended 31 January 2011
| in Euro '000 | January 2011 |
|---|---|
| Reported net profit | 8,916 |
| Amortisation of intangible assets | 1,660 |
| Tax on amortisation | (294) |
| Transaction related costs | 327 |
| Net loss on transfer of Origin Food and Feed businesses to associates | 5,206 |
| Underlying net profit | 15,815 |
| Underlying fully diluted EPS1 | 11.45c |
1 Origin H1 2011 underlying fully diluted EPS is calculated using the weighted average number of shares in issue of 138,098,000.
6 month period ended 31 January 2011
| in Euro '000 | January 2011 |
|---|---|
| Reported net profit | 164,513 |
| Amortisation of intangible assets | 44,137 |
| Tax on amortisation | (12,172) |
| Maidstone fair value gain on existing 50% at acquisition | (121,391) |
| Hybrid instrument accrued dividend | (3,911) |
| Business combination and transaction costs | 41,892 |
| Net loss on transfer of Origin Food and Feed businesses to associates | 5,206 |
| Non-controlling interest on Origin Food and Feed transactions | (1,582) |
| Underlying net profit | 116,692 |
| Dilutive impact of Origin management incentives | (416) |
| Underlying fully diluted net profit | 116,276 |
1 January 2011 underlying fully diluted EPS calculated using the weighted average number of shares in issue of 82,856,277 (2010: 78,946,101), following placement of 3,864,335 registered shares in June 2010 in relation to the acquisition of Fresh Start Bakeries.
Underlying fully diluted EPS1 140.3c
6 month period ended 31 January 2011
| in Euro '000 | January 2011 |
|---|---|
| Reported net profit | 158,146 |
| Amortisation of intangible assets | 42,477 |
| Tax on amortisation | (11,878) |
| Maidstone fair value gain on existing 50% at acquisition | (121,391) |
| Hybrid instrument accrued dividend | (3,911) |
| Business combination and transaction costs | 41,565 |
| Underlying net profit | 105,008 |
as at 31 January 2011
| in Euro '000 | As at January 2011 | As at January 2010 |
|---|---|---|
| Property, plant and equipment | 970,640 | 655,288 |
| Investment properties | 20,648 | 63,083 |
| Goodwill and intangible assets | 2,597,937 | 1,508,187 |
| Associates and joint ventures | 159,615 | 147,270 |
| Working capital | (53,270) | 40,135 |
| Other segmental liabilities | (63,690) | (89,563) |
| Segmental net assets | 3,631,880 | 2,324,400 |
| Net debt | (1,162,699) | (678,348) |
| Deferred tax, net | (297,245) | (174,644) |
| Income tax | (52,288) | (43,907) |
| Derivative financial instruments | (961) | (6,710) |
| Net assets | 2,118,687 | 1,420,791 |
as at 31 January 2011
| in Euro '000 | As at January 2011 | As at January 2010 |
|---|---|---|
| Property, plant and equipment | 889,695 | 570,745 |
| Investment properties | 4,646 | 3,869 |
| Goodwill and intangible assets | 2,529,256 | 1,395,017 |
| Joint ventures | 5,527 | 60,118 |
| Investment in Origin | 51,045 | 51,045 |
| Working capital | (49,450) | (18,884) |
| Other segmental liabilities | (43,400) | (40,217) |
| Segmental net assets | 3,387,319 | 2,021,693 |
| Net debt | (1,063,974) | (487,857) |
| Deferred tax, net | (288,527) | (160,838) |
| Income tax | (47,261) | (42,466) |
| Derivative financial instruments | (296) | (4,176) |
| Net assets | 1,987,261 | 1,326,365 |
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 January 2011 of c. 4.14%.
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: EBITDA calculations as at 31 January 2011 | Ratio | |
|---|---|---|
| Net Debt: EBITDA (hybrid as equity) | 2.46x | |
| Net Debt: EBITDA (hybrid as debt) | 3.17x | |
| Banking covenant calculation (treats hybrid as 100% equity) | 2.13x | (Net Debt: EBITDA2 Covenant 3.5x) |
| U.S. PP covenant calculation (treats hybrid as 25% equity) | 2.99x | (Net Debt: EBITDA Covenant 4.0x) |
2 EBITDA for banking covenant purposes includes impact of non-recurring items.
weighted average maturity c. 6.7 years
Gross Term Debt Maturity Profile� Gross Term Debt Maturity Profile1
2012
1 Profile of term debt maturity is set out as at 31 January 2011. Food Group gross term debt at 31 January 2011 is € 1.29bn (excluding overdrafts of € 107.6m). Total Food Group net debt at 31 January 2011 is € 1.064bn.
– 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.
Current financial metrics based on existing balance sheet
| Current annual run rate | |
|---|---|
| Depreciation | €80 – 85m |
| Amortisation | €90 – 95m |
| Effective tax rate | 16% – 20% |
| Finance costs | €70 – 75m |
For the purposes of the ROI calculation the pro forma EBITA is presented before impact of nonrecurring items. SAP intangible asset amortisation is treated as depreciation.
Group share of net assets is defined as reported net assets excluding bank debt, cash and cash equivalents and tax related balances.
| January 2011 | January 2010 | % | |
|---|---|---|---|
| Closing Rates | |||
| Swiss Franc | 1.2950 | 1.4700 | (11.9) % |
| US Dollar | 1.3699 | 1.3985 | (2.0)% |
| Canadian Dollar | 1.3648 | 1.4870 | (8.2) % |
| Sterling | 0.8624 | 0.8648 | (0.3) % |
| Average Rates | |||
| Swiss Franc | 1.3169 | 1.5080 | (12.7)% |
| US Dollar | 1.3343 | 1.4574 | (8.4)% |
| Canadian Dollar | 1.3582 | 1.5504 | (12.4) % |
| Sterling | 0.8480 | 0.8923 | (5.0) % |
U.S. food expenditure per capita have been increasing at 5% p.a. since 1970
Source: USDA, Census Bureau, L.E.K. analysis
However, the total share of disposable income spent on food is declining
Source: USDA, L.E.K. analysis
| in Euro million | mean |
|---|---|
| Based on 8 analysts | |
| EBITA including associates & JVs | 415.3 |
| Underlying fully diluted net profit | 254.4 |
| Underlying EPS (cent) | 304.4 |
| Based on 5 analysts | |
| Food Group Net Debt | (1,120.1) |
| Origin Net Debt | (59.6) |
1 EBITA presented before impact of non-recurring items.
2 Net profit & EPS presented before impact of amortisation, non-recurring items and related tax credits.
3 Associates and JVs presented after interest and tax.
4 Food Group net debt calculation excludes the hybrid instrument.
* These estimates were collated by Temple Bar Advisory (TBA), an investor relations consultancy firm. Contributions were received from Davy, Goldman Sachs, Goodbody, Helvea, Kepler, UBS, Vontobel and ZKB in March 2011. Neither TBA nor ARYZTA AG warrant the accuracy or completeness of these forecasts.
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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