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Aryzta AG

Earnings Release Nov 28, 2010

818_ip_2010-11-28_4921356a-671d-4bce-8f8b-7c3ffcccc0ff.pdf

Earnings Release

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ARYZTA AG

Q1 Trading Update, FY 2011

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.

Agenda

  • Our Business
  • FY 2010 Recap
  • Q1 FY 2011 Financial Overview
  • Q1 FY 2011 Operating Environment
  • Outlook

ARYZTA AG Our Business

Our Business

  • Zurich based Swiss AG
  • Operations in Europe, North and South America, South East Asia, Australia and New Zealand

  • Created in 2008 merger of Hiestand and IAWS August 2008
  • Primary listing in Zurich (SIX; ARYN), and secondary listing in Dublin (ISE; YZA)
  • Holds 71.4% of Origin Enterprises plc (Origin); an agri-services business
  • Origin listed on the AIM in London (AIM; OGN) and the ESM in Dublin (ESM; OIZ)

Geographic Reach – Food Group

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.

Global Customer Channel Mix – Food Group

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%

Global Product Mix – Food Group

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&

Our Markets

Food Europe

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)

Our Markets

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

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).

Our Markets

Food Rest of World

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.

  • 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).
  • 2 Including two JV operations in Chile and Guatemala.

Origin 71.4 % Holding

Origin

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 markets

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

ARYZTA AG FY 2010 Recap

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.

Food Group Cash Generation FY 2010

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

– Origin debt facilities are standalone and non-recourse to ARYZTA AG

ARYZTA AG Q1 FY 2011 Financial Overview

ARYZTA AG – Q1 FY 2011 Results 13 weeks ended 30 October 2010

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.

ARYZTA AG – Underlying Revenue Growth FY 2010

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) %

Maidstone Bakeries Acquisition and Hybrid Funding

  • Acquisition of outstanding 50% of Maidstone Bakeries
  • Consideration of EUR 335m1

  • Closed October 2010

  • Full consolidation of Maidstone Bakeries
  • No longer treated as associate

  • CHF 400m Hybrid with 5% coupon funded in October 2010
  • 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.

  • A non cash gain on 50% Maidstone Bakeries previously owned to be recorded in H1 (under revised IFRS 3 implemented as required for the year ended 31 July 2010)
  • 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.

ARYZTA AG Q1 FY 2011 Operating Environment

Food Europe – Q1 FY 2011

  • Revenue growth of 8.1% with acquisition contribution of 7.4%
  • Underlying revenue declined 2.4%
  • UK and Ireland
  • Revenue decline moderating

  • Supporting customers to reposition value proposition

  • Value oriented innovation
  • Investment in training and support
  • Execution enhancements
  • Continental Europe
  • Revenue growth emerging

  • Continued investment in new field sales staff focused on independent segment (bakeries, boulangeries and independent restaurants)

  • Hiestand, UK and Ireland integration project underway
  • ARYZTA Technology Initiative (ATI) process being scoped

Food North America – Q1 FY 2011

  • Revenue growth of 125.1% with acquisition contribution of 117.0%
  • Underlying revenue declined 1.4%
  • Continued investment in product innovation
  • Continued focus on ATI
  • Focus on unlocking full potential of enlarged US bakery business with pro forma revenue of USD 1.7bn
  • Developing national platform

  • Key customer relationships

  • Broad product portfolio

  • Substantial manufacturing footprint

  • Experienced committed people

  • Commenced combination of Otis Spunkmeyer, Pennant Foods and Sweet Life in Q2
  • Complementary Businesses cultures, products, capabilities, customer channels and relationships

  • Revenue growth of 569.9% with acquisition contribution of 527.3%

  • Underlying revenue growth of 18.5%
  • Further investment (USD 48m) in Asia and Latin America to service the quick service restaurant segment
  • Acquisitions of bakeries in Taiwan, Singapore and Malaysia not yet completed

  • Construction commenced on new bakery in Brazil

Origin – Q1 FY 2011

  • Released Q1 FY 2011 trading update 22 November 2010 (available on www.originenterprises.com)
  • Strategically repositioned
  • 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

  • Excellent momentum on farm
  • Primary food inflation incentive to optimise yield

Primary Food Infl ation

  • Re-emergence of infl ation / volatility for primary food products
  • Responsive pricing ongoing trend
  • Value conscious consumer
  • Bakery offers compelling food value proposition

  • Revenue growth underpinned by strategic acquisitions

  • Target EPS growth of 45 cents from acquisition still seems reasonable
  • Opportunity to unlock potential across enlarged customer base
  • Integration projects underway in Europe and North America

  • Ongoing investment in ATI in Europe and North America

  • Development investment in Food Rest of World

  • Margin and cash development to expectation
  • Priorities remain on bakery innovation and excellence in execution
  • Focus on operating efficiencies, cost curtailment and cash generation

Investor Information

Company Contact

Hilliard Lombard Head of Group Finance and Communications

ARYZTA AG

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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