Earnings Release • Nov 28, 2010
Earnings Release
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29 November 2010
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.
Operations in Europe, North and South America, South East Asia, Australia and New Zealand
Origin listed on the AIM in London (AIM; OGN) and the ESM in Dublin (ESM; OIZ)
1 Pro forma TTM revenue to July 2010 includes acquisitions of Fresh Start Bakeries and Great Kitchens, translated at USD-EUR rate of 1.38, and pro forma TTM revenue to October 2010 for Maidstone Bakeries translated at CAD-EUR rate of 1.40.
EUR 1.2 bn 1 Pro forma TTM revenue to July 2010 includes acquisitions of Fresh Start Bakeries and Great Kitchens, translated at USD-EUR rate of 1.38, and pro forma TTM revenue to October 2010 for Maidstone Bakeries translated at CAD-EUR rate of 1.40.
42%
33%
1 Pro forma TTM revenue to July 2010 includes acquisitions of Fresh Start Bakeries and Great Kitchens, translated at USD-EUR rate of 1.38, and pro forma TTM revenue to October 2010 for Maidstone Bakeries translated at CAD-EUR rate of 1.40. EUR 1.2 bn
Sweet Baked Goods&
Food Europe has market positions in speciality baking in Switzerland, Germany, Poland, the UK, Ireland, France, Sweden and Spain. ARYZTA has a mixture of business to business and consumer brands including Hiestand, Cuisine de France, Delice de France, Coup de Pates and Fresh Start Bakeries.
1 Pro forma TTM revenue, EBITDA and EBITA to July 2010 (including completed acquisition of Fresh Start Bakeries translated at USD-EUR rate of 1.38).
(Including Fresh Start Bakeries)
Pro Forma Key Figures1 (Including Fresh Start Bakeries, Great Kitchens&Maidstone Bakeries) Geographical Footprint Revenue € 1,200 m EBITDA € 192 m Bakeries2 27 EBITA € 158 m Countries 2
Food North America has market positions in speciality baking in the United States and Canada. ARYZTA has a mixture of business to business and consumer brands including Otis Spunkmeyer, La Brea Bakery, Fresh Start Bakeries, Pennant Foods, Sweet Life, Great Kitchens and Maidstone Bakeries.
1 Pro forma TTM revenue, EBITDA and EBITA to July 2010 includes acquisitions of Fresh Start Bakeries and Great Kitchens, translated at USD-EUR rate of 1.38, and pro forma TTM revenue, EBITDA and EBITA to October 2010 for Maidstone Bakeries translated at CAD-EUR rate of 1.40.
2 Including one JV operation in California (US).
ARYZTA has embryonic speciality bakery businesses in Japan, Malaysia, Brazil, Australia and New Zealand, with joint venture operations in Chile and Guatemala. This gives ARYZTA an excellent opportunity to understand the customer diversity and opportunity in these vast markets.
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 25 November 2010, Origin had a market capitalisation of €439m (133m shares at €3.30), valuing ARYZTA's holding at circa €314m (95m shares at €3.30).
Origin is a leading agri-services business focused on integrated agronomy services and agri-inputs, with operations in Ireland, the UK and Poland. www.originenterprises.com
| in Euro '000 | July 2010 | July 2009 | % |
|---|---|---|---|
| Group revenue | 3,009,726 | 3,212,270 | (6.3) |
| Group operating profit1 | 272,973 | 280,409 | (2.7) |
| Share of associates and JVs2 | 31,613 | 17,525 | |
| Operating profit incl. associates and JVs1 | 304,586 | 297,934 | 2.2 |
| Finance cost, net | (51,485) | (50,652) | |
| Pre-tax profits1 | 253,101 | 247,282 | |
| Income tax1 | (41,598) | (45,085) | |
| Non-controlling interest3 | (17,624) | (17,649) | |
| Underlying fully diluted net profit | 193,879 | 184,548 | 5.0 |
| Underlying fully diluted EPS (cent)4 | 244.0c | 234.7c | 4.0 |
1 Before impact of non SAP related intangible amortisation, transaction costs, non-recurring items and related tax credits. SAP amortisation for the financial year 2010 is €634,000 (2009: nil).
2 Associates & JVs profit net of tax and interest.
3 Presented after dilutive impact of Origin management incentives, non-recurring items and related tax credits.
4 Actual 2010 underlying fully diluted EPS is calculated using the weighted average number of shares in issue of 79,443,701 (2009: 78,626,718).
| in Euro million | Food Europe | Food N. America |
Food Rest of World |
Total Food Group |
Origin1 | Total |
|---|---|---|---|---|---|---|
| Group revenue | 1,072.0 | 571.6 | 35.8 | 1,679.4 | 1,330.3 | 3,009.7 |
| Underlying growth | (8.2) % | (4.3) % | 8.4 % | (6.7) % | (10.8) % | (8.6) % |
| Acquisitions3 | 2.0 % | 8.4 % | 57.2 % | 4.8 % | 0.2 %2 | 2.6 % |
| Currency | 0.5 % | (1.1) % | 9.9 % | 0.0 % | (0.7) % | (0.3) % |
| Revenue Growth | (5.7) % | 3.0 % | 75.5 % | (1.9) % | (11.3) % | (6.3) % |
1 Origin revenue is presented after deducting intra group sales between Origin and Food Group.
2 Includes the impact of Origin's disposal of its Marine Protein and Oils business in February 2009 which is now recognised as part of joint ventures.
3 Acquisitions includes the impact of seven weeks revenue from Great Kitchens and three weeks revenue from Fresh Start Bakeries.
| in Euro '000 | July 2010 | July 2009 | % |
|---|---|---|---|
| Food Group1 | |||
| Food Europe | 131,245 | 135,103 | (2.9) |
| Food North America | 69,911 | 67,481 | 3.6 |
| Food Rest of World | 5,963 | 2,123 | 180.9 |
| Total Food Group | 207,119 | 204,707 | 1.2 |
| Origin | 65,854 | 75,702 | (13.0) |
| Total Group | 272,973 | 280,409 | (2.7) |
| Associates & JVs2 | |||
| Food North America | 20,041 | 13,808 | 45.1 |
| Origin | 11,572 | 3,717 | 211.3 |
| Total associates & JVs | 31,613 | 17,525 | 80.4 |
| Total operating profit | 304,586 | 297,934 | 2.2 |
1 Before impact of non SAP related intangible amortisation, transaction costs, non-recurring items, and includes other income of €82,000. SAP amortisation for the financial year 2010 is €634,000 (2009: nil).
2 Associates & JVs profit net of tax and interest.
| in Euro '000 | July 2010 | July 2009 |
|---|---|---|
| EBIT | 160,252 | 161,724 |
| Amortisation | 47,450 | 42,983 |
| EBITA1 | 207,702 | 204,707 |
| Depreciation | 60,363 | 54,628 |
| EBITDA | 268,065 | 259,335 |
| Working capital movement from debt factoring | 21,554 | – |
| Working capital movement | 3,264 | 24,675 |
| Dividends received2 | 24,158 | 18,830 |
| Maintenance capital expenditure | (10,330) | (15,047) |
| Interest & tax | (54,224) | (53,562) |
| Other3 | (1,469) | 2,126 |
| Cash flows generated from activities | 251,018 | 236,357 |
| Underlying net profit4 | 157,687 | 149,336 |
| Depreciation | 60,363 | 54,628 |
| 218,050 | 203,964 | |
| Net underlying cash earnings conversion % | 115.1 % | 115.9 % |
1 Food Group EBITA is shown before other income of €51,000 and deduction of SAP related amortisation. SAP amortisation for the financial year 2010 is €634,000 (2009: nil).
2 Includes dividends received from Origin of €7,600,000.
3 "Other" comprises predominately of non-cash share-based charges and government grants amortisation.
4 Underlying net profit before impact of non SAP related amortisation, transaction costs, non-recurring items and related tax credits.
| in Euro '000 | Food Group |
|---|---|
| Food Group opening net debt as at 31 July 2009 | (505,504) |
| Cash flows generated from activities | 251,018 |
| Cost of acquisitions (incl. transaction costs and net debt acquired) | (860,313) |
| Share placement | 115,001 |
| Investment capital expenditure | (46,546) |
| Deferred consideration | (2,128) |
| Dividends paid | (30,599) |
| Foreign exchange movement1 | (33,148)1 |
| Other | (3,404) |
| Food Group closing net debt 31 July 2010 | (1,115,623) |
| Net debt to EBITDA2 | 2.96x2 |
1 Foreign exchange movement is primarily attributable to the fluctuation in the US Dollar between July 2009 (1.4252) and July 2010 (1.3079).
2 Food Group net debt to EBITDA ratio based on banking facility covenant definition (EBITDA including pro forma TTM contribution from Fresh Start Bakeries and Great Kitchens and dividend contribution from Canadian JV), presented in Euro. Food Group net debt to EBITDA ratio based on Private Placement covenant definition (EBITDA including pro forma TTM contribution from Fresh Start Bakeries and Great Kitchens, EBITDA contribution from Canadian JV and excluding non-recurring items), presented in Euro is 2.84x.
| Description | Principal1 | Maturity2 |
|---|---|---|
| May 2010 – Syndicated Bank Loan | CHF 600m | Dec 2014 |
| May 2010 – US Private Placement | USD 420m/EUR 25m | May 2013 – May 2022 |
| Dec 2009 – US Private Placement | USD 200m | Dec 2021 – Dec 2029 |
| Nov 2009 – Swiss Bond | CHF 200m | March 2015 |
| Jun 2007 – US Private Placement | USD 450m | June 2014 – June 2019 |
1 Average Interest cost c. 4.24% for FY 2010
2 Current weighted average maturity c. 7.1 years at 31 July 2010
| Key Covenant | |
|---|---|
| Net debt: EBITDA (not greater than) | 3.5 times |
| Food | ||||||
|---|---|---|---|---|---|---|
| in Euro million | Food Europe | Food N. America |
Rest of World |
Total Food Group |
Origin1 | Total |
| Group revenue | 289.7 | 299.9 | 42.3 | 631.9 | 338.9 | 970.8 |
| Underlying growth | (2.4)% | (1.4)% | 18.5% | (1.7)% | 1.8% | (0.2)% |
| Acquisitions | 7.4% | 117.0% | 527.3% | 51.3% | – | 28.7% |
| Currency | 3.1% | 9.5% | 24.1% | 5.5% | 3.5% | 4.7% |
| Revenue Growth | 8.1% | 125.1% | 569.9% | 55.1% | 5.3% | 33.2% |
1 Origin revenue is presented after deducting intra group sales between Origin and Food Group.
| Food N. | Food | Total | ||||
|---|---|---|---|---|---|---|
| Food Europe | America | Rest of World | Food Group | Origin | Total | |
| Underlying growth | (8.2) % | (4.3) % | 8.4 % | (6.7) % | (10.8) % | (8.6) % |
Consideration of EUR 335m1
Closed October 2010
No longer treated as associate
500bps step up after 4 years if not repaid
Traded on the SIX Swiss Exchange
Treated as equity for IFRS and bank covenants
1 CAD 475m consideration translated at CAD-EUR rate of 1.42.
Expected to be c. EUR 120m1 based on multiple of 10.2 x EBITDA (subject to independent valuation)
| Assigned acquisition carrying value | 714 |
|---|---|
| Fair value gain on existing 50% at acquisition1 | 170 |
| Net purchase price2 | 445 |
| Carrying value of 50% investment before acquisition | 99 |
| in Canadian Dollar million | |
| Assigned acquisition enterprise value | 714 |
| EBITDA acquisition multiple | 10.2x |
| Pro forma TTM EBITDA | 70 |
| in Canadian Dollar million |
2 CAD 475m consideration net of CAD 30m cash in Maidstone Bakeries at date of acquisition.
1 CAD 170m gain translated at CAD-EUR rate of 1.42.
Revenue decline moderating
Supporting customers to reposition value proposition
Revenue growth emerging
Continued investment in new field sales staff focused on independent segment (bakeries, boulangeries and independent restaurants)
Developing national platform
Key customer relationships
Broad product portfolio
Substantial manufacturing footprint
Experienced committed people
Complementary Businesses cultures, products, capabilities, customer channels and relationships
Revenue growth of 569.9% with acquisition contribution of 527.3%
Acquisitions of bakeries in Taiwan, Singapore and Malaysia not yet completed
Construction commenced on new bakery in Brazil
Strategic transactions involving Marine Protein and Oils and Food businesses
Exclusive focus on sustainable agricultural model
Balance sheet strengthened
Capacity for expansion in a developing fragmented industry
Primary food inflation incentive to optimise yield
Bakery offers compelling food value proposition
Revenue growth underpinned by strategic acquisitions
Integration projects underway in Europe and North America
Ongoing investment in ATI in Europe and North America
Development investment in Food Rest of World
Hilliard Lombard Head of Group Finance and Communications
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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