Investor Presentation • Sep 21, 2008
Investor Presentation
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ARYZTA AG Global Leader in Speciality Bakery Results Presentation 22nd September 2008
Incorporated in Switzerland with dual primary listings on ISE and SWX 怪
9,000+ Employees (1,000+ in Origin) 壁
200,000+ customers with access to over 750m consumers on 4 continents 幸
* IAWS and Hiestand Merger announced on 9th June 2008
ARYZTA AG Pro-Forma Results Year Ended 31 July 2008
Fully Consolidated from 01/08/08 (with 36% minority interest adjusted up to 21/08/08) 12 Months Ended 30 June 2008
Fully Consolidated Year Ended 31 July 2008
Fully Consolidated (with 28.6% minority interest adjusted) Year Ended 31 July 2008
| Hiestand Holding | ||||
|---|---|---|---|---|
| € $'000$ | IAWS Group, Ltd. year ended 31 July 2008 |
AG TTM 4 30 June 2008 |
Pro forma adjustments |
ARYZTA pro forma full year ended 31 July 2008 |
| Group revenue | 2,660,946 | 481,681 | (8, 426) | 3,134,201 |
| Group operating profit 1 | 196,303 | 48,714 | 245,017 | |
| Share of associates and $JV2$ | 28,070 | (10,615) | 17,455 | |
| Operating profit incl. associates 1 | 224,373 | 48,714 | (10,615) | 262,472 |
| Finance cost | (37, 630) | (6, 816) | (44, 446) | |
| Pre tax profits 1 | 186,743 | 41,898 | (10,615) | 218,026 |
| Income tax $1$ | (32, 777) | (10, 130) | (42, 907) | |
| Minority interest 3 | (13, 853) | (1,623) | (15, 476) | |
| Adjusted profit for the financial period | 140,113 | 30,145 | (10, 615) | 159,643 |
ARYZTA Adjusted EPS (cent)
$202.2c$
Before impact of intangible amortisation, exceptional items.
Presented after interest and tax.
Presented after dilutive impact of Origin equity entitlement.
TTM - Trailing twelve months. Six months results to 31 December 2007 extracted from audited accounts for the year ended 31 December 2007 and unaudited six months results ended 30 June 2008.
| Food | ||||||
|---|---|---|---|---|---|---|
| €'000 | Food Europe |
Food N. America |
Developing Markets |
Total Food Group |
Origin | Total Group |
| IAWS Group, Ltd. Year to 31 July 2008 |
708,806 | 453,301 | 1,162,107 | 1,498,839 1 | 2,660,946 | |
| Hiestand Holding AG TTM 30 June 2008 |
464,210 | 17,471 | 481,681 | 481,681 | ||
| Pro forma adjustment 2 | (8, 426) | (8, 426) | (8, 426) | |||
| ARYZTA pro forma | 1,164,590 | 453,301 | 17,471 | 1,635,362 | 1,498,839 | 3,134,201 |
Presented after deducting intra group sales between Origin Enterprises and 'IAWS Food Group'.
Pro forma adjustment deducting intra group sales between Hiestand Holding AG and IAWS Group, Ltd.
| Food | ||||||
|---|---|---|---|---|---|---|
| Food | Food | Developing | Total Food | Total | ||
| €'000 | Europe | N. America | Markets | Group | Origin | Group |
| IAWS Group, Ltd. | ||||||
| Year to 31 July 2008 | 73,512 | 51,865 | $\qquad \qquad \blacksquare$ | 125,377 | 70,926 | 196,303 |
| Hiestand Holding AG | ||||||
| TTM 30 June 2008 | 47,786 | $\overline{\phantom{0}}$ | 928 | 48,714 | $\overline{\phantom{a}}$ | 48,714 |
| ARYZTA pro forma | ||||||
| Operating Profit | 121,298 | 51,865 | 928 | 174,091 | 70,926 | 245,017 |
| €000 | IAWS Group, Ltd. as at 31 July 2008 |
Hiestand Holdings AG as at 30 June 2008 1 |
ARYZTA pro forma as at 31 July 2008 |
|---|---|---|---|
| Property, plant and equipment | 482,991 | 162,242 | 645,233 |
| Investment properties | 192,418 | 3,101 | 195,519 |
| Goodwill and intangible assets | 835,827 | 520,571 | 1,356,398 |
| Associates | 178,131 | (87, 267) | 90,864 |
| Net Debt | (588, 315) | (139, 372) | (727, 687) |
| Other net liabilities | (254, 302) | (26, 599) | (280, 901) |
| Net assets | 846,750 | 432,676 | 1,279,426 |
| Reconciliation |
| Hiestand pro forma net assets | €m | |||||
|---|---|---|---|---|---|---|
| Pro forma net assets 432 |
||||||
| 30 Acquisition costs |
||||||
| Cash consideration | 30 | |||||
| Associate | 87 | |||||
| Goodwill | (383) | |||||
| Hiestand net assets (ex pro forma adjustments) |
196 |
The goodwill calculation is based on an estimated total consideration of $£544.4$ million and net assets of €196.5 million as set out in the next slide.
The ultimate goodwill is dependent upon total transaction costs and the fair value of Hiestand's assets.
| Consideration | €000 |
|---|---|
| Equity consideration | 421,491 |
| Cash consideration - Lion Capital | 30,000 |
| Fair value of previously held interest | 62,873 |
| 3rd party transaction costs | 30,000 |
| Total Consideration | 544,364 |
| Less net assets of Hiestand | (196, 476) |
| Goodwill | 347,888 |
| Previously recognised Goodwill | 35,579 |
| Goodwill on Hiestand merger | 383,467 |
1 Detailed background notes on goodwill calculations are set out as part of ARYZTA AG's Results Announcement.
| €000 | Net debt | Net debt:EBITDA |
|---|---|---|
| 'IAWS Food Group' year to 31 July 2008 | (413, 190) | 2.22x 1 |
| Hiestand year to 30 June 2008 | (109, 310) | |
| Pro forma adjustment 2 | (30,062) | |
| Total Food Group | (552, 562) | 2.15x |
| Origin Enterprises year to 31 July 2008 | (175, 125) | $2.20x^3$ |
| ARYZTA year to 31 July 2008 | (727, 687) |
'IAWS Food Group' net debt to EBITDA ratio is based on the banking facility covenant definition.
Pro forma adjustment includes the cash consideration (€30m) paid to Lion Capital as part of the ARYZTA transaction.
Origin Enterprises net debt to EBITDA ratio is based directly on its Financial Statements. Origin Enterprises net debt to EBITDA ratio calculation includes property financing related debt of €115 million (ex property net debt to EBITDA ratio is 0.74x).
| €000 | 'IAWS Food Group'3 |
Hiestand Holding AG4 |
Total Food Group |
Origin 5 | ARYZTA as at 31 July 2008 |
|---|---|---|---|---|---|
| Net assets 1 | 1,127,569 | 687,948 | 1,815,517 | 365,520 | 2,181,037 |
| Operating Profit incl. associates and JVs 2 |
140,580 | 48,714 | 189,294 | 73,178 | 262,472 |
| ROI | 12.5% | 7.1% | 10.4% | 20.0% | 12.0% |
| €'000 | Hiestand Holding AG 6 months ended 30 June 2008 |
Hiestand Holding AG 6 months ended 30 June 2007 |
|
|---|---|---|---|
| Revenue | 243,659 | 212,785 | 14.5% |
| Operating profit 1 | 24,717 | 20,566 | 20.2% |
| Finance cost | (3,774) | (2, 442) | |
| Pre tax profits 1 | 20,943 | 18,124 | |
| Income tax $1$ | (5, 425) | (5, 445) | |
| Minority interest | (1, 226) | (1, 512) | |
| Adjusted profit for the financial period | 14,292 | 11,167 | 28.0% |
Note: Half year results based on previously published 6 months ended 30 June 2007 and unaudited six months ended 30 June 2008.
30 June 2008 results have been translated using a rate of CHF1.6276 to €1, 30 June 2007 results have been translated using a rate of CHF1.66 to €1. 1. Before impact of intangible amortisation and exceptional items.
Hiestand half year results highlights
Excellent Revenue Growth and Margin conversion during the period.
IAWS Group, Limited Preliminary Results Year Ended 31 July 2008
| €'000 | July 2008 | July 2007 | |
|---|---|---|---|
| Group revenue | 2,660,946 | 1,907,619 | 39.5% |
| Group operating profit 1 | 196,303 | 146,448 | 34.0% |
| Share of associates and $JV2$ | 28,070 | 26,656 | |
| Operating profit incl. associates 1 | 224,373 | 173,104 | 29.6% |
| Finance cost, net | (37, 630) | (30,099) | |
| Pre tax profits 1 | 186,743 | 143,005 | |
| Income tax $1$ | (32, 777) | (21, 920) | |
| Minority interest 3 | (13, 853) | (478) | |
| Adjusted profit for the financial period | 140,113 | 120,607 | 16.2% |
| Adjusted fully diluted EPS (cent) | 109.1c | 94.2c | 15.8% |
Before impact of intangible amortisation and exceptional items.
Presented after interest and tax.
Presented after dilutive impact of Origin equity entitlement.
| $\epsilon$ m | Food Europe | Food N. America | Total Food | Origin $1$ | Group |
|---|---|---|---|---|---|
| Group revenue | 709 | 453 | 1,162 | 1,499 | 2,661 |
| Underlying growth | 9.4% | 14.1% | 11.1% | 29.9% | 19.8% |
| Acquisitions | 3.9% | 21.9% | 10.4% | 42.5% | 25.4% |
| Currency | $(4.1)\%$ | $(13.2)\%$ | (7.4)% | (3.9)% | $(5.7)\%$ |
| Revenue increase | 9.2% | 22.8% | 14.1% | 68.5% | 39.5% |
| € $'000$ | July 2008 | July 2007 | |
|---|---|---|---|
| Group revenue | 1,162,107 | 1,018,256 | 14.1% |
| Group operating profit 1 | 125,377 | 108,321 | 15.7% |
| Operating margin | 10.8% | 10.6% | |
| Share of associates and $JV^2$ | 25,818 | 22,982 | |
| Operating profit incl. associates 1 | 151,195 | 131,303 | 15.1% |
| Financing costs, net | (23,058) | (27, 454) | |
| Pre tax profits 1 | 128,137 | 103,849 | |
| Income tax $1$ | (20, 803) | (15, 514) | |
| Minority interest 3 | (190) | (141) | |
| Adjusted profit for the financial period | 107,144 | 88,194 | 21.5% |
| Adjusted fully diluted EPS (cent) | 83.4c | 68.9c | 21.1% |
| €'000 | July 2008 | July 2007 | |
|---|---|---|---|
| Group revenue | $1,498,839^{4}$ | 889,363 | 68.5% |
| Group operating profit $1$ | 70,926 | 38,127 | |
| Operating margin | 4.7% | 4.3% | |
| Share of associates and $JV2$ | 2,252 | 3,674 | |
| Operating profit incl. associates 1 | 73,178 | 41,801 | 75.1% |
| Financing costs, net | (14, 572) | (2,645) | |
| Pre tax profits $1$ | 58,606 | 39,156 | |
| Income tax $1$ | (11, 974) | (6,406) | |
| Minority interest 3 | 239 | 37 | |
| Adjusted profit for the financial period | 46,871 | 32,787 | 43.0% |
| Adjusted fully diluted EPS (cent) | 34.1c | 23.9c | 42.3% |
| Comparable adjusted fully diluted EPS (cent) 5 | 34.1c | 19.6c | 74.0% |
Before impact of intangible amortisation and exceptional items.
Presented after interest and tax.
Presented after dilutive impact of Origin equity entitlement.
Origin revenue is presented after deducting intra group sales between Origin Enterprises and 'IAWS Food Group'.
2007 diluted EPS adjusted to reflect current capital structure of Origin Enterprises.
| €000 | 2008 | 2007 | |
|---|---|---|---|
| Food | |||
| Food Europe | 73,512 | 66,576 | 10.4% |
| Food North America | 51,865 | 41,745 | 24.2% |
| Total Food | 125,377 | 108,321 | 15.7% |
| Origin | 70,926 | 38,127 | 86.0% |
| Total Group | 196,303 | 146,448 | 34.0% |
| Associate & JV operating profit2 | |||
| Food Europe | 10,615 | 7,209 | 47.2% |
| Food North America | 15,203 | 15,773 | $(3.6)\%$ |
| Origin | 2,252 | 3,674 | $(38.7)\%$ |
| Total associates | 28,070 | 26,656 | 5.3% |
| Total operating profit | 224,373 | 173,104 | 29.6% |
All segmental operating results are before intangible amortisation and exceptional items.
Associate & JV profit net of tax and interest.
| €000 | 2008 | 2007 | |
|---|---|---|---|
| Cash flow from ordinary activities | 240,948 | 183,991 | 31.0% |
| Dividends received / (paid) | (3, 259) | (89) | |
| Working capital movement | 13,899 | 3,315 | |
| Ongoing capital expenditure | (15, 247) | (11, 710) | |
| Interest and taxation | (52, 814) | (38, 918) | |
| Others | 785 | 9,061 | |
| Free cash | 184,312 | 145,650 | |
| Free cash excluding others | 183,527 | 136,589 | 34.4% |
| Operating profit | 196,303 | 146,448 |
| €000 | 2008 | 2007 | |
|---|---|---|---|
| Cash flow from ordinary activities | 160,368 | 138,224 | 16.0% |
| Dividends received / (paid) | (3, 417) | (663) | |
| Working capital movement | (2,881) | 2,387 | |
| Ongoing capital expenditure | (9, 237) | (7, 943) | |
| Interest and taxation | (30,069) | (37, 126) | |
| Others | 374 | 1,693 | |
| Free cash | 115,138 | 96,572 | |
| Free cash excluding others | 114,764 | 94,879 | 21.0% |
| Operating profit | 125,377 | 108,321 |
| €000 | 2008 | 2007 | |
|---|---|---|---|
| Cash flow from ordinary activities | 80,580 | 45,767 | 76.1% |
| Dividends received / (paid) | 158 | 574 | |
| Working capital movement | 16,780 | 928 | |
| Ongoing capital expenditure | (6,010) | (3,767) | |
| Interest and taxation | (22, 745) | (1,792) | |
| Others | 411 | 7,368 | |
| Free cash | 69,174 | 49,078 | |
| Free cash excluding others | 68,763 | 41,710 | 64.9% |
| Operating profit | 70,926 | 38,127 |
| Food Europe | Food N. America |
Total Food Group |
Origin $3$ | Total | ||
|---|---|---|---|---|---|---|
| Group share net assets 1 | 622,890 | 591,946 | 1,214,836 | 365,520 | 1,580,356 | |
| 2008 | Operating Profit incl. associates and JVs 2 |
84,127 | 67,068 | 151,195 | 73,178 | 224,373 |
| ROI | 13.5% | 11.3% | 12.4% | 20.0% | 14.2% | |
| Group share net assets 1 | 490,838 | 675,001 | 1,165,839 | 218,649 | 1,384,488 | |
| 2007 | Operating Profit incl. associates and JVs 2 |
73,785 | 57,518 | 131,303 | 41,801 | 173,104 |
| ROI | 15.0% | 8.5% | 11.3% | 19.1% | 12.5% |
| €000 | IAWS Group, Ltd. as at 31 July 2008 |
IAWS Group, Ltd. as at 31 July 2007 |
|
|---|---|---|---|
| Property, plant and equipment | 482,991 | 356,493 | |
| Investment properties | 192,418 | 165,473 | |
| Goodwill and intangible assets | 835,827 | 784,481 | |
| Associates | 178,131 | 169,005 | |
| Working capital | 15,459 | (4,968) | |
| Net Debt | (588, 315) | (479, 583) | |
| Other net liabilities | (269, 761) | (224, 173) | |
| Net assets | 846,750 | 766,728 |
| €000 | 'IAWS Food Group' as at 31 July 2008 |
'IAWS Food Group' as at 31 July 2007 |
|---|---|---|
| Property, plant and equipment | 376,892 | 285,344 |
| Investment properties | ||
| Goodwill and intangible assets | 719,460 | 769,261 |
| Associates | 145,287 | 142,484 |
| Working capital | (20,016) | (27, 265) |
| Net debt | (413, 190) | (407, 881) |
| Other net liabilities | (185,060) | (178, 849) |
| Net assets | 623,373 | 583,094 |
| €000 | Origin Enterprises as at 31 July 2008 |
Origin Enterprises as at 31 July 2007 |
|---|---|---|
| Property, plant and equipment | 106,099 | 71,149 |
| Investment properties | 192,418 | 165,473 |
| Goodwill and intangible assets | 116,367 | 15,220 |
| Associates | 32,844 | 26,521 |
| Working capital | 35,475 | 22,297 |
| Net debt | (175, 125) | (71, 702) |
| Other net liabilities | (84, 701) | (45, 324) |
| Net assets | 223,377 | 183,634 |
| 'IAWS Food Group' | FY08 €'000 | FY07 €'000 |
|---|---|---|
| Net Debt | (413, 190) | (407, 881) |
| Net Debt: $EBITDA1$ | 2.22 | 2.36 |
| Interest Coverage 2 | 5.84 | 4.23 |
| Effective Tax rate 3 | 21.4% | 20.4% |
| Depreciation | 26,822 | 25,924 |
| Amortisation of intangible assets | 16,600 | 15,130 |
| Origin Enterprises | FY08 €'000 | FY07 €'000 |
| Net Debt | (175, 125) | (71, 702) |
| Net Debt: EBITDA 1 | 2.2 | 1.6 |
| Interest Coverage 2 | 4.9 | |
| Effective Tax rate 3 | 21.7% | 18.5% |
| Depreciation | 9,060 | 7,527 |
| Amortisation of intangible assets | 2,397 | 797 |
| €000 | 'IAWS Food Group' |
Origin Enterprises |
|---|---|---|
| Opening | (407, 881) | (71, 702) |
| Free cash (before ongoing capital exp.) | 124,375 | 75,184 |
| Ongoing capital exp. | (9, 237) | (6,010) |
| Investment capital exp. | (127, 162) | (15, 759) |
| Acquisitions | (35, 573) | (157, 435) |
| Foreign exchange movement | 39,198 | 784 |
| Other | 3,090 | (187) |
| Closing | (413, 190) | (175, 125) |
* Comparable adjusted fully diluted EPS based on current capital structure.
Origin's integrated capability to support primary food production and drive farm profitability.
Global Population and Agricultural Land Area (ha) Forecast, 1965-2030f
| No of consumers | 772m | * Bakeries | 23 |
|---|---|---|---|
| * GDP | 20.1 trillion | ♦ DSD facilities | 111 |
| E Revenue | €1,635m | No. of DSD routes | $900+$ |
| Employees | $8,000+$ | V € DSD customers | 140,000+ |
Speciality Bakery Market
Based on market research reports produced by GIRA 2006 and Euromonitor 2007
Based on market research reports produced by GIRA 2006 and Euromonitor 2007
Based on the European baked goods market where speciality bakery has increased from 8% market share to forecast of 18% share by 2010.
Based on market research reports produced by GIRA 2006 and Euromonitor 2007
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ARYZTA is in a great place
Motivated To Deliver Incentivised Focused
Superior experience for consumer
Profit for customer
Value for Shareholder
Thank shareholders for support and confidence We respect your trust and your money
* Alex Money Media & Investor Relations Advisor Temple Bar Advisory +44 (0)20 7002 1080 Tel: Email: [email protected]
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