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Royal UNIBREW

Interim / Quarterly Report Aug 27, 2019

3380_ir_2019-08-27_dd4a0182-f79f-4e77-a4b2-9083d1ba1ef0.pdf

Interim / Quarterly Report

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Interim Report for 1 January - 30 June (H1) 2019

Organic revenue growth and acquisitions drive solid EBIT growth of 11% in H1

Royal Unibrew delivered a solid financial result for the first half of 2019. EBIT increased by 11% and the higher result was driven by all segments. Net revenue increased by 8% of which 2 percentage points were organic growth, while acquisitions in H2 2018 and Q1 2019 added 6% to the net revenue. Q2 was positively affected by the timing of the Easter in 2019, but negatively affected by the weather compared to 2018. The EBIT-margin was 18.7% (H1 2018: 18.2%). Market shares were slightly improved.

Based on the solid H1 results we specify our outlook for 2019 to be in the upper end of the outlook announced in March 2019.

Financial highlights H1 2019

Net revenue for H1 2019 increased by 8% and amounted to 3,791 million compared to DKK 3,518 million for H1 2018 and was positively affected by the impact of acquisitions.

Earnings before interest and tax (EBIT) for H1 2019 were DKK 69 million higher than in 2018 and amounted to DKK 710 million (2018: DKK 641 million). The EBIT margin increased by 0.5 percentage points to 18.7%.

Volumes for H1 2019 showed a 5% increase of which 1 percentage point was organic and amounted to 5.5 million hectolitres compared to 5.2 million hectolitres in 2018.

Free cash flow for H1 2019 amounted to DKK 615 million compared to DKK 614 million for H1 2018. As expected the free cash flow was negatively affected by higher paid tax and higher working capital due to lower campaign activities in Finland compared to H1 2018.

In H1 2019, net interest-bearing debt went up by DKK 478 million, of which DKK 292 million was due to the acquisition of Bev.Con ApS (Cult). DKK 796 million (H1 2018: DKK 772 million) was distributed to the shareholders. Calculated on a running 12 months basis, NIBD/EBITDA was 1.7x and ROIC excluding goodwill was 32%. EPS increased by 10% in H1.

Acquisitions

The acquisition of Bev.Con ApS (CULT) was completed end February, and CULT merged with Royal Unibrew A/S in Q2 2019.

On 12 August Royal Unibrew acquired 100% of the share capital of the Bruce Ashley Group Inc.

In Q2, Royal Unibrew agreed to acquire the Latvian craft brewery SIA Bauskas Alus.

Outlook

We specify our outlook for 2019 to be in the upper end of the outlook announced in March 2019:

  • Net revenue: DKK 7,575-7,650 million (March 2019: DKK 7,400-7,650 million)
  • EBIT: DKK 1,440-1,465 million (March 2019: DKK 1,340-1,465 million)

SELECTED FINANCIAL HIGHLIGHTS AND KEY RATIOS

mDKK H1 2019 H1 2018 Q2 2019 Q2 2018
Sales (thousand hectolitres) 5,462 5,226 3,236 3,099
Net revenue 3,791 3,518 2,270 2,066
EBITDA 879 800 584 526
EBITDA margin (%) 23.2 22.7 25.7 25.5
Earnings before interest and tax (EBIT) 710 641 499 447
EBIT margin (%) 18.7 18.2 22.0 21.6
Profit before tax 700 636 500 455
Net profit for the period 541 502 388 359
Free cash flow 615 614 771 892
Net interest-bearing debt 3,000 1,956
ROIC incl. goodwill (%)* 20 22
ROIC excl. goodwill (%)* 32 34
NIBD/EBITDA (times)* 1.7 1.3
Equity ratio (%) 30 34

* Running 12 months

For further information on this Announcement:

Hans Savonije, President & CEO, tel +45 22 20 80 17 Lars Jensen, CFO, tel +45 29 23 00 44

It will be possible for investors and analysts to follow Royal Unibrew's presentation of the Interim Report on Wednesday, 28 August 2019, at 9.00 am CET by audiocast at the following telephone numbers:

Participants from Denmark: +45 32 72 80 42 Participants from the UK: +44 (0) 2071 928000 Participants from the USA: +1 6315 107 495

The presentation may also be followed at Royal Unibrew's website www.royalunibrew.com.

Financial Calendar for 2019

13 November 2019 Interim Report for the period 1 January - 30 September 2019

Forward-looking statements

This Interim Report contains forward-looking statements, including statements about the Group's sales, revenue, earnings, spending, margins, cash flows, inventories, products, actions, plans, strategies, objectives and guidance with respect to the Group's future operating results. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the following words or phrases "believe, anticipate, expect, estimate, intend, plan, project, will be, will continue, likely to result, could, may, might", or any variations of such words or other words with similar meanings. Any such statements involve known and unknown risks, estimates, assumptions and uncertainties that could cause the Group's actual results, performance or industry results to differ materially from the results expressed or implied in such forward-looking statements. Royal Unibrew assumes no obligation to update or adjust any such forward-looking statements (except for as required under the disclosure requirements for listed companies) to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.

Some important risk factors that may have direct bearing on the Group's actual results include, but are not limited to: economic and political uncertainty (including interest rates and exchange rates), financial and regulatory developments, development in the demand for the Group's products, introduction of and demand for new products, changes in the competitive environment and the industry in which the Group operates, changes in consumer preferences, increasing industry consolidation, the availability and pricing of raw materials and packaging materials, cost of energy, production- and distribution-related issues, information technology failures, breach or unexpected termination of contracts, price reductions resulting from market-driven price reductions, determination of fair value in the opening balance sheet of acquired entities, litigation, environmental issues and other unforeseen factors.

New risk factors may emerge in the future, which the Group cannot predict. Furthermore, the Group cannot assess the impact of each factor on the Group's business or the extent to which any individual risk factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Accordingly, forward-looking statements should not be relied on as a prediction of actual results.

Contents

Review

Highlights 1
Financial Calendar
2
Forward-looking Statements 2
Financial Highlights and Key Ratios 4
Management's Review 5
Financial Review 6
Outlook 8
Developments in individual Market Segments 9
Management's Statement 12

Financial Statements

Income Statement 13
Statement of Comprehensive Income
13
Balance Sheet 14
Cash Flow Statement 15
Statement of Changes in Equity
16

Notes

1.
Significant Accounting Policies; Accounting Estimates and Judgements
18
2.
Assets and Derivative Financial Instruments Measured at Fair Value
18
3.
Segment Reporting
19
4.
Cash Flow Statement
21
5.
Acquisition of Subsidiaries
22
Quarterly Financial Highlights and Key Ratios 26
Financial Highlights and Key Ratios for the Period
1 January – 30 June 2015-2019
26

Profile

Royal Unibrew is a leading regional beverage provider in a number of markets – primarily in Northern Europe, Italy, France and in the international malt beverage markets.

We produce, market, sell and distribute quality beverages with focus on branded products within beer, malt beverages and soft drinks as well as cider and long drinks.

Our main markets are Denmark, Finland, Italy, France and Germany as well as Latvia, Lithuania and Estonia. To these should be added the international markets comprising a number of established markets in the Americas region and major cities in Europe and North America as well as emerging markets in for example Africa.

In all of our multi-beverage markets, we offer our customers strong and locally based brands. Based on continuous development and innovation, it is our objective to meet consumer demand for quality beverages.

In addition to our own brands, we offer licence-based international brands of the PepsiCo and Heineken Groups in Northern Europe.

Financial Highlights and Key Ratios

H1 H1 Q2 Q2 FY
2019 2018 2019 2018 2018
Volumes (thousand hectolitres) 5,462 5,226 3,236 3,099 10,805
INCOME STATEMENT (MDKK)
Net revenue 3,791 3,518 2,270 2,066 7,298
EBITDA 879 800 584 526 1,673
EBITDA margin (%) 23.2 22.7 25.7 25.4 22.9
Earnings before interest and tax (EBIT) 710 641 499 447 1,339
EBIT margin (%) 18.7 18.2 22.0 21.6 18.4
Income after tax from investments in associates 9 9 11 12 20
Other financial income and expenses, net -19 -14 -10 -4 -31
Profit before tax 700 636 500 455 1,328
Net profit for the period 541 502 388 359 1,040
BALANCE SHEET (MDKK)
Non-current assets 7,099 5,920 6,775
Total assets 8,907 7,445 8,062
Equity 2,663 2,554 2,908
Net interest-bearing debt 3,000 1,956 2,522
Net working capital -750 -928 -748
Invested capital 6,068 4,814 5,835
CASH FLOWS (MDKK)
Operating activities 715 700 816 949 1,214
Investing activities -399 -704 -46 -78 -1,622
Free cash flow 615 614 771 892 942
H1
2019
H1
2018
Q2
2019
Q2
2018
FY
2018
SHARE RATIOS (DKK PER SHARE OF DKK 2)
Number of shares (thousand shares) 50,100 51,000 51,000
Earnings per share (EPS) 10.9 9.9 7.8 7,1 20.6
Free cash flow per share 12.4 12.1 15.5 17.6 18.7
Dividend per share 10.80
End period price per share 479.0 508.5 449.0
FINANCIAL RATIOS (%)
Free cash flow as a percentage of net revenue 16 17 34 43 13
Cash conversion 114 122 199 248 91
ROIC incl. goodwill* 20 22 21
ROIC excl. goodwill* 32 34 33
Net interest-bearing debt/EBITDA* 1.7 1.3 1.5
Equity ratio 30 34 36

* Running 12 months

Ratios comprised by the "Recommendations and Financial Ratios" issued by the CFA Society Denmark's Committee for accounting standards have been calculated according to the recommendations.

Management's Review

Business Development

As expected, Royal Unibrew continued to see a positive development of its business in H1 2019. The solid improvement of the net revenue and earnings confirms the momentum in the business. Royal Unibrew is assessed to have slightly improved its market shares on branded products.

During H1 2019, we obtained growth across all categories, where low/no sugar beverages were high performers.

The innovative focus has been on meeting consumer trends and understanding the new demands and opportunities within areas such as "good for you" and low sugar and no/ low alcohol products.

The integration of Bev.Con (CULT), which was acquired on 28 February 2019, and the acquisitions of Terme di Crodo, Etablissements Geyer Frères (LORINA) and Nohrlund in 2018, are progressing well and according to plan. Focus has been on streamlining the businesses as well as improving the consumer communication.

In Q2, the Group's ERP system, SAP, has been successfully implemented in LORINA, and CULT has been merged with Royal Unibrew A/S.

On 12 August Royal Unibrew acquired 100% of the share capital of the Bruce Ashley Group Inc. (BAG) in Canada. BAG is the agency business that during the last 25 years built up a strong portfolio of Japanese sake and European beer brands, including the Faxe Brand. BAG has an organization of 25 people within sales and marketing. The acquisition price based on an enterprise value was DKK 10 million and outlook guidance does not change due to this.

In Q2, Royal Unibrew agreed to acquire the Latvian craft brewery SIA Bauskas Alus based on an enterprise value of DKK 60 million. The acquisition requires approval by the Latvian competition authorities.

Status on share buy-back program

On 6 March 2019, Royal Unibrew launched a share buy-back program expected to cover the period to 31 October 2019 with a view to adjusting the capital structure of Royal Unibrew A/S.

The maximum market value of the share buyback program will be DKK 400 million, and the program will be carried out in accordance with the "Safe Harbour" method. Under this program as well as the program launched in 2018, Royal Unibrew bought back 535.425 shares at a market value of DKK 258 million in H1 2019.

At the Annual General Meeting of Royal Unibrew in April 2019, a resolution was made to reduce the capital by nominal DKK 1.8 million, and subsequently, 900,000 shares were cancelled. At 30 June 2019, Royal Unibrew held 558,822 treasury shares, 92,500 of which are expected to be used for share-based payments to the Executive Board for the period 2017-2020, whereas the remaining shares are expected to be cancelled following the Annual General Meeting of the Company in April 2020.

NIBD AND NIBD/EBITDA (mDKK) (times)

REVENUE AND EBIT MARGIN RUNNING 12 MONTHS

Financial Review

Income Statement

Volumes for H1 2019 aggregated 5.5 million hectolitres of beverages, which was 5% higher than in H1 2018. The acquisitions contributed positively by 4%, while despite negatively affected by a lower campaign activity in Finland and poorer weather in Q2 compared to 2018, the organic increase was 1%.

Net revenue for H1 2019 showed an 8% increase and amounted to DKK 3,791 million compared to DKK 3,518 million for H1 2018 (Q2 2019: 10% increase to DKK 2,270 million compared to DKK 2,066 million for Q2 2018). The acquisitions contributed by a 6% increase, whereas the 2% organic increase was due to a positive development in the Western Europe and International segments. The net revenue in the Baltic Sea segment was at the same level as in H1 2018 despite the lower sold volumes from campaigns in Finland. The growth in average selling price per volume unit of 3% was driven by improved product and market mix.

The gross profit for H1 2019 was DKK 165 million above the H1 2018 figure and amounted to DKK 2,009 million. The gross margin was 0.6 percentage point above the H1 2018 margin and represented 53.0% compared to 52.4% for H1 2018. Gross profit per volume unit was 4% higher than in 2018 and was positively affected by the focus on portfolio premiumization and the changed market mix.

Sales and distribution expenses for H1 2019 were DKK 75 million above the H1 2018 figure and amounted to DKK 1,128 million compared to DKK 1,053 million for H1 2018. DKK 60 million of the higher expenses relates to the acquisitions. As planned, both sales and marketing expenses for H1 2019 were higher due to a number of growth initiatives and investments in the existing business.

Administrative expenses for H1 2019 showed a DKK 21 million increase on H1 2018 and amounted to DKK 171 million compared to DKK 150 million for H1 2018. DKK 14 million of the higher expenses relates to the acquisitions.

Earnings before interest, tax, depreciation and amortization (EBITDA) for H1 2019 showed a DKK 79 million increase and amounted to DKK 879 million compared to DKK 800 million for H1 2018. In Q2 EBITDA increased by DKK 58 million compared to 2018. The higher earnings are primarily attributable to the Western Europe and Baltic Sea segments. EBIT for H1 2019 amounted to DKK 710 million, which is DKK 69 million above the H1 2018 figure. As in the case of EBITDA, the improvement is primarily attributable to the Western Europe and Baltic Sea segments.

The EBIT margin for H1 2019 showed an increase of 0.5 percentage points to 18.7%. A better product and market mix was the primary reason for the higher EBIT margin.

Net financials for H1 2019 were DKK 5 million higher than in H1 2018 aggregating an expense of DKK 10 million. Financial expenses were DKK 19 million on a net basis compared to DKK 14 million in H1 2018, due to higher interest expenses from the higher interest-bearing debt as a consequence of the acquisitions. Income after tax from investments in associated companies was DKK 9 million as in H1 2018.

DEVELOPMENTS IN ACTIVITIES FOR THE PERIOD 1 JANUARY - 30 JUNE 2019 BROKEN DOWN ON MARKET SEGMENTS

Western Baltic Group Group
Europe Sea International Unallocated 2019 2018
Volumes (thousand hectolitres) 2,378 2,611 473 - 5,462 5,226
Growth (%) 9.1 -1.4 18.9 4.5 4.1
Share of sales (%) 43 48 9 -
Net revenue (mDKK) 1,842 1,607 342 - 3,791 3,518
Growth (%) 12.2 -0.4 30.1 7.8 10.5
Share of net revenue (%) 49 42 9 -
EBIT (mDKK) 353 311 62 -16 710 641
EBIT margin (%) 19.2 19.4 18.2 18.7 18.2

Profit before tax for H1 2019 was DKK 64 million above the H1 2018 figure and amounted to DKK 700 million compared to DKK 636 million for H1 2018.

Tax on the profit for H1 2019 was an expense of DKK 159 million. The tax has been calculated on the basis of an expected full-year tax rate of approx 23% on the profit excluding income after tax from investments in associates.

The net profit for H1 2019 amounted to DKK 541 million, which is DKK 39 million above the H1 2018 figure.

The earnings per share increased in H1 to DKK 10.9 per share (H1 2018: DKK 9.9 per share).

Balance Sheet

Royal Unibrew's balance sheet at 30 June 2019 amounted to DKK 8,907 million, which is DKK 845 million above the 31 December 2018 figure. DKK 410 million of the increase is attributable to the acquisition of CULT, whereas inventories and receivables increased by DKK 550 million due to increased production and sales activities in June. The balance sheet total was, however, reduced by DKK 115 million due to amortisation and depreciation of non-current assets exceeding investments and reduced cash.

Invested capital increased by DKK 1,254 million in the period from 1 July 2018 to 30 June 2019, of which DKK 1,030 million are related to acquisitions. ROIC excluding goodwill calculated on a running 12 months basis decreased by 2.1 percentage points to 32% in the period, and ROIC including goodwill decreased by 1.6 percentage points to 20% due to a higher average tax rate and the fact that EBIT relating to the acquisition of CULT has not been recognized for the full period. Further the recent acquisitions have not yet delivered the same return as the base business.

Compared to 31 December 2018, the equity ratio decreased by 6 percentage points in H1 2019 representing 30% at 30 June 2019.

Equity at the end of June 2019 amounted to DKK 2,663 million compared to DKK 2,908 million at the end of 2018. Equity increased in H1 by the positive comprehensive income of DKK 544 million for the period (H1 2018: DKK 505 million), DKK 7 million related to a capital injection from minority shareholders in Nohrlund and the value of the share-based payments to the Executive Board and tax on these, whereas, as planned, it was reduced by dividend distribution of DKK 538 million and share buy-backs of DKK 258 million. The comprehensive income comprises the profit for the period of DKK 541 million plus a positive development in the value after tax of hedging instruments of DKK 3 million.

Net interest-bearing debt for H1 showed a DKK 478 million increase and amounted to DKK 3,000 million at 30 June 2019 compared to DKK 2,522 million at the end of 2018. The increase in net interest-bearing debt was as expected and comprised the positive free cash flow of DKK 615 million less distribution to shareholders of DKK 796 million by way of dividend and share buy-backs, the acquisition price of DKK 292 million paid for CULT and DKK 5 million related to fixed asset investments less proceeds from minority shareholders. The net interest-bearing debt to EBITDA ratio (running 12 months basis) was 1.7x (H1 2018: 1.3x).

Funds tied up in working capital showed a negative DKK 750 million at the end of June 2019 (30 June 2018: a negative DKK 928 million) compared to a negative DKK 748 million at the end of 2018. The working capital 30 June 2019 was compared to 30 June 2018 negatively affected by lower campaign activities. Funds tied up in working capital thus decreased by DKK 2 million in H1 2019 (2018: increase of DKK 29 million).

Funds tied up in inventories, trade receivables and trade payables showed an increase of DKK 188 million (2018: increase of DKK 275 million) due to the higher activity at the end of the period, whereas funds tied up in the other elements of working capital decreased by DKK 190 million (2018: decrease of DKK 246 million).

Cash Flow Statement

Cash flows from operating activities for H1 2019 amounted to DKK 715 million (2018: DKK 700 million) comprising DKK 883 million (2018: DKK 804 million) of profit for the period adjusted for non-cash operating items, positive working capital cash flow of DKK 19 million (2018: a negative DKK 7 million), net interest paid of DKK 19 million (2018: DKK 14 million) and taxes paid of DKK 168 million (2018: DKK 83 million). The increase in receivables and inventories was more than compensated for by the increase in payables, which caused the positive development in working capital in H1 2019.

The free cash flow for H1 2019 amounted to DKK 615 million, which was at the same level as for H1 2018. Cash flows from operating activities and dividend from associates showed a DKK 19 million increase on H1 2018, and net investments in property, plant and equipment showed a DKK 18 million increase, comprising DKK 28 million higher gross investments and DKK 10 million higher revenues from asset divestments.

Outlook

The outlook announced in March 2019 for net revenue and EBIT (see Company Announcement No 8/2019 of 6 March 2019) is specified to the upper end of the intervals:

DKK mio. Outlook 2019
(August 2019)
Outlook 2019
(March 2019)
Actual 2018 Actual 2017
Net revenue 7,575-7,650 7,400-7,650 7,298 6,384
EBIT 1,440-1,465 1,340-1,465 1,339 1,069

The outlook published in March 2019 for Royal Unibrew's financial development in 2019 was prepared taking into account a number of circumstances, including how Royal Unibrew's markets are expected to be affected by the general economic activity, fiscal changes and developments in consumption behavior. Moreover, the outlook was prepared taking into account the development in material expense categories as well as the effect of initiatives completed and initiated. The key assumptions of the financial development in 2019 were described in the Annual Report for 2018.

Developments in individual Market Segments

Western Europe

H1
2019
H1
2018
%
change
Q2
2019
Q2
2018
%
change
2018
Volumes, beverages
(thousand hectolitres)
2,378 2,178 9 1,396 1,292 8 4,536
Net revenue,
beverages (mDKK) 1,783 1,590 12 1,065 944 13 3,269
Net revenue (mDKK) 1,842 1,642 12 1,099 974 13 3,378
EBIT (mDKK) 353 308 239 205 645
EBIT margin (%) 19.2 18.8 21.8 21.1 19.1

DENMARK AND GERMANY

H1
2019
H1
2018
%
change
Q2
2019
Q2
2018
%
change
2018
Volumes, beverages
(thousand hectolitres)
1,792 1,749 2 1,037 1,015 2 3,596
Net revenue,
beverages (mDKK)
Net revenue (mDKK)
1,241
1,300
1,154
1,206
8
8
744
778
679
709
10
10
2,381
2,490

• Solid organic growth in volumes and net revenue despite less support from the weather than in 2018

  • Q2 was positively affected by the timing of Easter
  • H1 was positively affected by acquisitions
  • Integration of acquisitions progressing as planned

The Western Europe segment comprises the markets in Denmark, Germany, Italy and France. Western Europe accounted for 43% of group volumes and for 49% of net revenue for H1 2019 (2018: 41% and 47%, respectively).

Volumes in Western Europe showed a 9% increase on the same period of 2018, and net revenue was 12% above. The H1 2019 revenue was positively affected by a 10% increase from acquisitions.

Earnings before interest and tax (EBIT) for H1 increased by DKK 45 million from DKK 308 million in 2018 to DKK 353 million in 2019. The EBIT margin increased by 0.4 percentage point to 19.2%.

The average selling price per volume was above the 2018 level due to better product mix.

For Denmark and Germany, the market development is as expected.

Volumes showed a 2% increase for H1 2019, which is mainly related to the CULT acquisition. Net revenue showed an increase of 8% of which 3% was organic growth (Q2: volume increase of 2% and net revenue increase of 10%).

The average selling price per volume was above 2018 due to a good price pack execution and a strong price mix effect from various initiatives.

In the soft drinks category new organic and "better for you" products have been introduced to the market, and the summer edition of Faxe Kondi with pineapple taste has been well received by our consumers.

The craft and speciality beer segment continues the positive performance which is supported by the successful roll-out of the tap-walls and launch of new SKU's like our first non-alcohol craft beer, the Anarkist Hazy IPA 0.5%.

Focus for Nohrlund has been on festivals and events with very satisfactory results leading to average higher spend per visitor – supporting our customers.

CULT merged with Royal Unibrew A/S in May 2019 and the integration of CULT is progressing as planned. For further information on CULT, reference is made to note 5.

SOUTHERN EUROPE

H1
2019
H1
2018
%
change
Q2
2019
Q2
2018
%
change
2018
Volumes, beverages
(thousand hectolitres)
586 429 37 359 277 30 940
Net revenue (mDKK) 542 436 24 321 265 21 888

Southern Europe comprises sales in Italy, the Lorina sales in France and the Terme di Crodo sales in the Balkan countries.

The development in Southern Europe was challenged at the beginning of Q2 caused by bad weather in Italy. Despite the challenging market conditions we have seen solid development in volumes as well as net revenue.

The acquisition of the French lemonade business, Lorina, is the key reason for the volume increase of 37% compared to H1 2018 and for the 24% net revenue increase (Q2: volume increase of 30% and net revenue increase of 21%). Organically (adjusted for Lorina), volumes increased by 5% and net revenue by 2% in spite of a very bad May, when the market was down 10% in Italy compared to last year.

In Italy, Royal Unibrew is estimated to have gained market shares as well in the beer category as in the soft drink category, where we continue to focus on the core of our business supported by selective innovation. We have increased our marketing efforts for the Crodo portfolio in Italy, in particular on the social medias. Ceres Strong Ale is performing well with existing consumers and also our recruitment of new consumers is progressing well. The combined beer/soft drink portfolio is supporting the growth and building of even stronger relationships with our customers.

The integration of the Lorina business in France is progressing as planned. The ERP system SAP was successfully implemented in Q2 and will strengthen the business processes going forward. During the first half year, we have reduced the number of SKU's by about 150 to simplify and focus on the core business. Short term this has reduced sales somewhat but with hardly any effect on the profitability.

Commercially, Lorina is developing as expected and selective initiatives in specific channels have been initiated.

Baltic Sea

H1
2019
H1
2018
%
change
Q2
2019
Q2
2018
%
change
2018
Volumes, beverages
(thousand hectolitres) 2,611 2,650 -1 1,566 1,602 -2 5,441
Net revenue (mDKK) 1,607 1,613 0 976 951 3 3,338
EBIT (mDKK) 311 291 231 216 599
EBIT margin (%) 19.4 18.0 23.7 22.7 18.0
  • No extraordinary beer campaign in Q2 in Finland compared to last year affects volumes and net revenue negatively
  • Earnings improvement EBIT margin of 19.4%

The Baltic Sea segment comprises the markets in Finland and the Baltic countries (Lithuania, Latvia and Estonia) as well as a license business in Russia. Baltic Sea accounted for 48% of the group volumes and for 42% of net revenue for H1 2019 (H1 2018: 51% and 46% respectively).

Earnings before interest and tax (EBIT) for H1 increased by DKK 20 million to DKK 311 million in 2019. The EBIT margin increased by 1.4 percentage points to 19.4%.

The margin development was positively influenced by the lower campaign activity in Finland and an improved product mix.

It is estimated that our market share in Finland has increased slightly (exclusive of the large beer campaign with a specific customer), and we have seen a good performance in Off-Trade driven by in particular the carbonated soft drinks (CSD) and ready-todrink (RTD) categories. Consumer off-take in the RTD category is estimated to have increased by a high single-digit percentage in 2019 compared to last year and Original Long Drink continues to perform well in the Finish market.

We continue to see a challenging beer market in the Baltic countries, which is offset by the positive development in non-alcoholic categories.

In the Baltic countries we are maintaining our market position in the beer category and continue to gain market shares in the soft drink category – among other things due to the good performance in the PepsiCo portfolio.

International

H1 H1 % Q2 Q2 %
2019 2018 change 2019 2018 change 2018
Volumes, beverages
(thousand hectolitres) 473 398 19 274 205 34 828
Net revenue (mDKK) 342 263 30 195 141 38 582
EBIT (mDKK) 62 59 37 35 127
EBIT margin (%) 18.2 22.5 18.9 25.0 21.9
  • Double digit organic revenue growth
  • Positive impact from currency development
  • Focus on BREXIT
  • Investment in commercial strengthening progressing as planned

The International segment comprises the export and license business to international markets outside Denmark, Finland, Italy and the Baltic countries. For H1 2019, International accounted for 9% of the group volume and 9% of the net revenue. (H1 2018: 8% and 7% respectively).

Volumes for H1 2019 showed a 19% increase, supported by the new products from the acquired companies as well as growth in the existing business. Net revenue increased by 30% of which 12% was organic growth.

In H1 2019 focus has been on deeper penetration and rotation in existing markets.

The ERP system, SAP, has been implemented in the acquired Lorina company as part of the integration in US.

EBIT for H1 2019 amounted to DKK 62 million which was slightly above the H1 2018 result. EBIT has been negatively impacted by a challenging environment in the UK. The challenges in the UK is the key to the negative development in the EBIT margin.

In H1 2019, the segment was positively affected by the development in the US dollar exchange rate.

Management's Statement

The Executive Board and the Board of Directors have presented the Interim Report of Royal Unibrew A/S. The Interim Report has today been considered and adopted.

The Interim Report, which has not been audited or reviewed by the Company's independent auditors, was prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the EU and additional Danish disclosure requirements for listed companies.

In our opinion, the Interim Financial Statements give a true and fair view of the financial position of the Group at 30 June 2019 as well as of the results of the Group operations and cash flows for the period 1 January - 30 June 2019.

In our opinion, Management's Review gives a true and fair account of the development in the activities and financial circumstances of the Group, of results of operations for the period and of the overall financial position of the Group, and a description of the key risks and uncertainties facing the Group.

Faxe, 27 August 2019

Executive Board

Johannes F.C.M. Savonije
President & CEO
Lars Jensen
CFO
Board of Directors
Walther Thygesen
Chairman
Jais Valeur
Deputy Chairman
Martin Alsø Einar Esbensen Nielsen Heidi Kleinbach-Sauter
Claus Kærgård Christian Sagild Karsten Mattias Slotte

Catharina Stackelberg-Hammarén Lars Vestergaard Floris van Woerkom

Income Statement and Statement of Comprehensive Income

DKK '000 H1 2019 H1 2018 Q2 2019 Q2 2018 FY 2018
Net revenue 3,791,060 3,518,054 2,269,836 2,066,246 7,298,086
Production costs -1,781,726 -1,673,677 -1,041,564 -960,236 -3,471,098
Gross profit 2,009,334 1,844,377 1,228,272 1,106,010 3,826,988
Sales and distribution expenses -1,128,327 -1,053,243 -635,993 -589,951 -2,167,325
Administrative expenses -171,198 -150,375 -93,335 -68,851 -320,272
EBIT 709,809 640,759 498,944 447,208 1,339,391
Income after tax from investments
in associates 9,130 8,914 11,018 11,690 19,607
Financial income 2,271 1,843 1,701 1,587 5,074
Financial expenses -21,226 -15,164 -11,779 -5,315 -36,346
Profit before tax 699,984 636,352 499,884 455,170 1,327,726
Tax on the profit for the period -159,130 -134,780 -112,013 -95,814 -287,780
Net profit for the period 540,854 501,572 387,871 359,356 1,039,946
Profit for the period is attributable to:
Equity holders of Royal Unibrew A/S 541,594 501,572 388,021 359,356 1,039,946
Non-controlling interests -740 0 -150 0 0
Net profit for the period 540,854 501,572 387,871 359,356 1,039,946
Earnings per share (DKK) 10.9 9.9 7.8 7.1 20.6
Diluted earnings per share (DKK) 10.9 9.9 7.8 7.1 20.6

Income Statement Statement of Comprehensive Income

DKK '000 H1 2019 H1 2018 Q2 2019 Q2 2018 FY 2018
Net profit for the period 540,854 501,572 387,871 359,356 1,039,946
Other comprehensive income
Items that may be reclassified
to the income statement:
Value and exchange adjustments
of foreign group enterprises -333 6,900 -3,946 1,473 9,738
Value adjustment of hedging
instruments, beginning of year 17,315 1,416 11,582 11,446 1,416
Value adjustment of hedging
instruments, end of year -12,820 -5,449 -12,820 -5,449 -17,315
Tax on other comprehensive income -869 850 251 -922 3,154
Total 3,293 3,717 -4,933 6,548 -3,007
Items that may not be reclassified
to the income statement:
Actuarial loss on pension schemes 314
Tax on actuarial loss on
pension schemes -62
Total 0 0 0 0 252
Other comprehensive income after tax 3,293 3,717 -4,933 6,548 -2,755
Total comprehensive income 544,147 505,289 382,938 365,904 1,037,191
Comprehensive income for
the period is attributable to:
Equity holders of Royal Unibrew A/S 544,887 505,289 383,088 365,904 1,038,160
Non-controlling interests -740 0 -150 0 -969
Net profit for the period 544,147 505,289 382,938 365,904 1,037,191

Balance Sheet

DKK '000 30/6 2019 30/6 2018 31/12 2018
NON-CURRENT ASSETS
Goodwill 2,288,995 1,760,591 2,124,891
Trademarks 1,971,237 1,492,662 1,769,089
Distribution rights 154,228 164,885 159,759
Customer relations 56,009 1,994 54,145
Intangible assets 4,470,469 3,420,132 4,107,884
Property, plant and equipment 2,491,894 2,365,632 2,529,777
Investments in associates 116,958 124,120 124,462
Other fixed asset investments 19,530 9,628 12,390
Non-current assets 7,098,851 5,919,512 6,774,513
CURRENT ASSETS
Inventories 544,303 436,532 439,676
Receivables 1,124,574 957,154 666,478
Prepayments 49,967 37,718 35,842
Cash at bank and in hand 89,135 94,399 145,151
Current assets 1,807,979 1,525,803 1,287,147
Assets 8,906,830 7,445,315 8,061,660

Assets Liabilities and Equity

DKK '000 30/6 2019 30/6 2018 31/12 2018
EQUITY
Share capital 100,200 102,000 102,000
Other reserves 727,268 746,809 738,082
Retained earnings 1,824,939 1,705,485 1,508,191
Proposed dividend 550,800
Equity contributable to equity holders of Royal Unibrew A/S 2,652,407 2,554,294 2,899,073
Non-controlling interests 10,323 0 9,083
Equity 2,662,730 2,554,294 2,908,156
Deferred tax 541,105 437,501 542,328
Mortgage debt 853,088 856,608 855,347
Credit institutions 1,688,211 769,071 1,709,582
Other payables 93,514 10,213 44,485
Non-current liabilities 3,175,918 2,073,393 3,151,742
Mortgage debt 3,719 3,740 3,572
Credit institutions 544,340 421,013 98,383
Trade payables 1,345,728 1,223,937 974,930
Provisions 16,420 16,396 16,428
Corporation tax 51,291 33,341 9,761
Other payables 1,106,684 1,119,201 898,688
Current liabilities 3,068,182 2,817,628 2,001,762
Liabilities 6,244,100 4,891,021 5,153,504
Liabilities and equity 8,906,830 7,445,315 8,061,660

Cash Flow Statement

DKK '000 Note H1 2019 H1 2018 FY 2018
Net profit for the period 540,854 501,572 1,039,946
Adjustments for non-cash operating items 3 341,883 302,469 641,052
882,737 804,041 1,680,998
Change in working capital:
Receivables -458,208 -372,599 15,855
Inventories -92,632 -66,346 -27,599
Payables 569,615 431,816 -173,082
Cash flows from operating activities
before financial income and expenses 901,512 796,912 1,496,172
Financial income 1,294 770 5,074
Financial expenses -19,537 -14,270 -33,774
Financial expenses reated to leasing -953 -1,042 -2,095
Cash flows from ordinary activities 882,316 782,370 1,465,377
Corporation tax paid -167,749 -82,664 -251,120
Cash flows from operating activities 714,567 699,706 1,214,257
Dividends received from associates 19,387 15,649 21,412
Sale of property, plant and equipment 25,012 14,942 27,199
Purchase of property, plant and equipment* -143,713 -116,217 -320,877
Free cash flow 615,253 614,080 941,991
* inclusive net additions from leasing (IFRS 16) (mDKK) 40.8 17.9 60.3
DKK '000 Note H1 2019 H1 2018 FY 2018
Acquisition of subsidiary -292,070 -597,542 -1,327,395
Purchase/sale of intangible assets
and fixed asset investments -7,140 -20,870 -21,863
Cash flows from investing activities -398,524 -704,038 -1,621,524
Debt financing:
Proceeds from increased drawdown on credit facilities 0 286,048 1,215,548
New leasing facilities 63,547 18,387 60,250
Repayment on credit facilities 414,943 -91,235 -421,559
Repayment on leasing facilities -55,559 -28,661 -55,601
Shareholders:
Dividends paid to shareholders -537,996 -450,874 -450,874
Acquisition of shares for treasury -258,487 -320,939 -484,090
Proceeds from minority shareholders 1,980
Cash flows from financing activities -371,572 -587,274 -136,326
Change in cash and cash equivalents -55,529 -591,606 -543,593
Cash and cash equivalents at 1 January 145,151 684,626 684,626
Exchange adjustment -487 1,379 4,118
Cash and cash equivalents at 30 June 89,135 94,399 145,151

Statement of Changes in Equity

For 1 January - 30 June

DKK '000 Share
capital
Share
premium
account
Translation
reserve
Hedging
reserve
Total other
reserves
Retained
earnings
Proposed
dividend for
the year
Parent
Company
share of
equity
Minority
share
Total
Equity at 31 December 2018 102,000 786,553 -31,156 -17,315 738,082 1,508,191 550,800 2,899,073 9,083 2,908,156
Changes in equity in 2019
Net profit for the year 0 541,594 541,594 -740 540,854
Other comprehensive income -1,429 4,495 3,066 1,096 4,162 4,162
Tax on other comprehensive income 0 -869 -869 -869
Total comprehensive income 0 0 -1,429 4,495 3,066 541,821 0 544,887 -740 544,147
Dividend paid to shareholders 0 -537,996 -537,996 -537,996
Dividend on treasury shares 0 12,804 -12,804 0 0
Minority shareholders injection 0 0 0 1,980 1,980
Acquisition of shares for treasury 0 -258,487 -258,487 -258,487
Capital reduction -1,800 -13,880 -13,880 15,680 0 0
Share-based payments 0 3,338 3,338 3,338
Tax on changes in equity, shareholders 0 1,592 1,592 1,592
Total shareholders -1,800 -13,880 0 0 -13,880 -225,073 -550,800 -791,553 1,980 -789,573
Total changes in equity 1/1-30/6 2019 -1,800 -13,880 -1,429 4,495 -10,814 316,748 -550,800 -246,666 1,240 -245,426
Equity at 30 June 2019 100,200 772,673 -32,585 -12,820 727,268 1,824,939 0 2,652,407 10,323 2,662,730

The share capital at 30 June 2019 amounts to DKK 100,200,000 and is distributed on shares of DKK 2 each. (30 June 2018: DKK 102.000.000)

Statement of Changes in Equity

For 1 January - 30 June

DKK '000 Share
capital
Share
premium
account
Translation
reserve
Hedging
reserve
Total other
reserves
Retained
earnings
Proposed
dividend for
the year
Parent
Company
share of
equity
Equity at 31 December 2017 105,400 812,771 -41,217 -1,416 770,138 1,469,583 469,030 2,814,151
Changes in equity in 2018
Net profit for the year 0 501,572 501,572
Other comprehensive income 6,922 -4,033 2,889 -22 2,867
Tax on other comprehensive income 0 850 850
Total comprehensive income 0 0 6,922 -4,033 2,889 502,400 0 505,289
Dividend paid to shareholders 0 -450,874 -450,874
Dividend on treasury shares 0 18,156 -18,156 0
Acquisition of shares for treasury 0 -320,939 -320,939
Capital reduction -3,400 -26,218 -26,218 29,618 0
Share-based payments 0 4,362 4,362
Tax on changes in equity, shareholders 0 2,305 2,305
Total shareholders -3,400 -26,218 0 0 -26,218 -266,498 -469,030 -765,146
Total changes in equity 1/1-30/6 2018 -3,400 -26,218 6,922 -4,033 -23,329 235,902 -469,030 -259,857
Equity at 30 June 2018 102,000 786,553 -34,295 -5,449 746,809 1,705,485 0 2,554,294

Note 1 Significant Accounting Policies; Accounting Estimates and Judgements

The Interim Report is presented in accordance with IAS 34 "Interim Financial Reporting" as adopted by the EU and additional Danish disclosure requirements for interim financial reporting of listed companies.

The accounting policies are unchanged from those applied in the Annual Report for 2018, to which reference is made.

The Annual Report for 2018 provides the total description of accounting policies significant to the Financial Statements.

Accounting Estimates and Judgements

The preparation of interim financial reporting requires that Management make accounting estimates and judgements which affect the application of accounting policies and recognised assets, liabilities, income and expenses. Actual results may deviate from these estimates.

The key estimates made by Management in applying the Group's accounting policies and the key uncertainties relating to the estimates are the same when preparing the interim financial reporting as when preparing the Annual Report at 31 December 2018.

Note 2 Assets and Derivative Financial Instruments Measured at Fair Value

DKK '000 30/6 2019 30/6 2018 31/12 2018
Derivative financial instruments -12,820 -5,449 -17,315

Derivative financial instruments are classified as level-2 instruments in the IFRS fair value hierarchy. The determined fair value of derivative financial instruments is based on observable market data such as yield curves or forward rates.

The fair value of the total debt is assessed to correspond to carrying amount.

Other investments (level-3) did not change.

Note 3 Segment Reporting

The Group's results break down as follows on segments:

H1 2019

Western Baltic Inter- Un
mDKK Europe Sea national allocated Total
Net revenue 1,842 1,607 342 3,791
Earnings before interest and tax (EBIT) 353.3 311.1 62.2 -16.8 709.8
Share of income from associates 9.0 9.0
Other financial income and expenses -2.2 -5.0 -0.1 -11.5 -18.8
Profit/loss before tax for the period 360.1 306.1 62.1 -28.3 700.0
Tax on the profit/loss for the period -159.1 -159.1
Net profit for the period 540.9
EBIT margin, % 19.2 19.4 18.2 18.7
Volumes, beverages (thousand hectolitres) 2,378 2,611 473 5,462
Net revenue, beverages 1,783 1,607 342 3,732
mDKK Western
Europe
Baltic
Sea
Inter-
national
Un
allocated
Total
Net revenue 1,642 1,613 263 3,518
Earnings before interest and tax (EBIT) 308.4 290.7 59.2 -17.5 640.8
Share of income from associates 8.9 8.9
Other financial income and expenses -1.7 -4.7 -0.1 -6.8 -13.3
Profit/loss before tax for the period 315.6 286.0 59.1 -24.3 636.4
Tax on the profit/loss for the period -134.8 -134.8
Net profit for the period 501.6
EBIT margin, % 18.8 18.0 22.5 18.2
Volumes, beverages (thousand hectolitres) 2,178 2,650 398 5,226
Net revenue, beverages 1,590 1,613 263 3,466

H1 2018

Note 3 Segment Reporting (continued)

The Group's results break down as follows on segments:

Q2 2019

Western Baltic Inter- Un
mDKK Europe Sea national allocated Total
Net revenue 1,099 976 195 2,270
Earnings before interest and tax (EBIT) 239.4 231.1 36.8 -8.4 498.9
Share of income from associates 10.9 10.9
Other financial income and expenses -1.1 -2.7 -0.1 -6.0 -9.9
Profit/loss before tax for the period 249.2 228.4 36.7 -14.4 499.9
Tax on the profit/loss for the period -112.0 -112.0
Net profit for the period 387.9
EBIT margin, % 21.8 23.7 18.9 22.0
Volumes, beverages (thousand hectolitres) 1,396 1,566 274 3,236
Net revenue, beverages 1,065 976 195 2,236
mDKK Western
Europe
Baltic
Sea
Inter-
national
Un
allocated
Total
Net revenue 974 951 141 2,066
Earnings before interest and tax (EBIT) 205.5 215.5 35.2 -9.0 447.2
Share of income from associates 11.7 11.7
Other financial income and expenses -1.0 -1.4 -0.1 -1.2 -3.7
Profit/loss before tax for the period 216.2 214.1 35.1 -10.2 455.2
Tax on the profit/loss for the period -95.8 -95.8
Net profit for the period 359.4
EBIT margin, % 21.1 22.7 25.0 21.6
Volumes, beverages (thousand hectolitres) 1,292 1,602 205 3,099
Net revenue, beverages 944 951 141 2,036

Q2 2018

Note 3 Segment Reporting (continued) Note 4 Cash Flow Statement

FY 2018

mDKK Western
Europe
Baltic
Sea
Inter-
national
Un
allocated
Total
Net revenue 3,378 3,338 582 7,298
Earnings before interest and tax (EBIT) 644.9 599.4 127.2 -32.1 1,339.4
Share of income from associates 19.6 19.6
Other financial income and expenses -3.1 -10.4 -0.6 -17.2 -31.3
Profit/loss before tax for the period 661.4 589.0 126.6 -49.3 1,327.7
Tax on the profit/loss for the period -287.8 -287.8
Net profit for the period 1,039.9
EBIT margin, % 19.1 18.0 21.9 18.4
Volumes, beverages (thousand hectolitres) 4,536 5,441 828 10,805
Net revenue, beverages 3,269 3,338 582 7,189
DKK '000 H1 2019 H1 2018 FY 2018
Adjustments for non-cash operating items
Financial income -2,271 -1,843 -5,074
Financial expenses 21,226 15,164 36,346
Amortisation, depreciation and impairment of
intangible assets and property, plant and equipment
168,761 161,792 346,160
Tax on the profit for the period 159,130 134,780 287,780
Income from investments in associates -9,130 -8,914 -19,607
Profit and loss on sale of property, plant and equipment 829 -2,872 -12,253
Share-based remuneration and payments 3,338 4,362 7,700
Total 341,883 302,469 641,052

Note 5 Acquisition of subsidiaries

Acquisition in 2019

Acquisition of Bev.Con ApS (CULT)

On 21 June 2018, Royal Unibrew entered into an agreement to acquire the company Bev.Con ApS, which owns brands such as CULT Energy, SHAKER and MOKAÏ. The acquisition was completed on 28 February 2019.

The final acquisition price has been agreed upon based on an enterprise value of DKK 345 million and has been financed by bank borrowings. The final acquisition price is divided by DKK 290 million in cash and a potential performance based earn-out of DKK 55 million. The final cash acquisition price has been settled in Q2 2019, while the earn-out part of the acquisition price will be settled in Q2 2021 based on a net revenue target for the period 1 March 2019 - 28 February 2021. The target is expected to be achieved.

CULT was the first to introduce energy drinks in the Danish market, and, through the acquisition, Royal Unibrew reinforces its market position in Denmark and broadens the range in RTD (Ready-to-Drink) and Cider categories and the market for energy drinks.

Royal Unibrew expects to be able to achieve increased distribution and activation of the CULT portfolio, and the acquisition is expected to increase Royal Unibrew's earnings per share (EPS) already in 2019.

The company has approx 30 employees focusing on commercial activities; production and logistics have been contracted out to a third party.

Royal Unibrew A/S has incurred transaction costs relating to the acquisition of approx DKK 6 million for legal, financial and commercial advisors in connection with the realization of the transaction. The costs were recognized as administrative expenses in the Annual Report for 2018.

The company has been included in the Consolidated Financial Statements of Royal Unibrew as of the date of acquisition in 2019.

As part of the integration activities Bev.Con ApS and its 100% owned subsidiary, Cult A/S, has been merged with Royal Unibrew A/S as the surviving company.

Royal Unibrew has made the following preliminary calculation of the fair value of the acquired net assets and of goodwill at the time of acquisition.

DKK '000

Trademark 203,000
Customer relations 9,000
Property, plant and equipment 1,388
Inventories 14,039
Receivables 13,678
Prepayments 773
Deferred tax -47,274
Trade payables -4,555
Other payables -5,249
Acquired net assets 184,800
Goodwill 160,518
Estimated fair value of the business 345,318
Earn-out debt -55,030
Estimated fair value of the business at closing 290,288
Acquired cash at bank and in hand 27,055
Cash consideration at closing 317,343

The receivables acquired include trade receivables of a fair value of DKK 14 million corresponding to the gross amount receivable according to contract.

Cf. company announcement no. 40/2018 of 29 June 2018, the normalized yearly net revenue and EBIT is approx DKK 200 million respectively approx DKK 28 million.

Note 5 Acquisition of subsidiaries (continued)

Acquisitions in 2018

Acquisition of Terme di Crodo S.r.l.

On 4 October 2017, Royal Unibrew entered into an agreement with Gruppo Campari to acquire the company Terme di Crodo S.r.l. The company was acquired on 2 January 2018.

Terme di Crodo owns brands such as LemonSoda, OranSoda, PelmoSoda, Crodo Lisiel and Crodo Chinotto as well as production facilities in Crodo in the north-western parts of Italy close to Lago Maggiore. About 2/3 of the net revenue is generated by LemonSoda, whereas OranSoda is the second-strongest brand in the portfolio. The distribution of the products to the On-Trade channel is made through distributors or cash&carry customers who are also customers of Royal Unibrew's distribution company Ceres S.p.A.; sales to the Off-Trade channel are made directly to customers. The distribution rate of LemonSoda in the On-Trade channel is approx 55%, whereas it is more than 95% in the Off-Trade channel.

The production facilities in Crodo are modern and hold capacity for producing cans, glass and PET bottles; most recently, a new canning line was installed in 2016.

The company has approx 70 employees related to production and internal logistics, whereas external logistics and commercial activities are undertaken by Royal Unibrew's Italian distribution company Ceres S.p.A., or in cooperation with external partners.

The acquisition is part of Royal Unibrew's strategy to be a focused and strong regional beverage provider holding market-leading positions within beer, malt beverages and soft drinks in the Nordic and Baltic countries, supplemented by strong niche positions in eg the Italian super-premium market and the international malt beverage markets.

Royal Unibrew expects the acquisition to increase revenue in Italy significantly, corresponding to a net revenue of DKK 245 million, whereas volumes will more than double. Moreover, the acquisition is expected to reinforce the existing commercial platform in all sales channels, and as the route-to-market is the same as for Royal Unibrew's existing beer business in Italy, operational synergies are expected to be reaped for the benefit of existing product portfolios as well as that acquired.

The acquisition price of DKK 607 million, which has been paid in cash, is based on an enterprise value of DKK 598 million. The valuation of Terme di Crodo has been based on the multiples applicable to leading, national beverage positions.

The acquisition is expected to generate value for Royal Unibrew's shareholders by reinforcing the total Italian business, and by leveraging optimization potential across the Group's operations. The acquisition has already in 2018 increased Royal Unibrew's profit and earnings per share.

Royal Unibrew A/S has incurred transaction costs relating to the acquisition of approx DKK 10 million for legal, financial and commercial advisors in connection with the realization of the transaction. The costs were recognized as administrative expenses in the Annual Report for 2017.

The company was included in the Consolidated Financial Statements of Royal Unibrew as of the date of acquisition, 2 January 2018.

Royal Unibrew has made the following calculation of the fair value of the acquired net assets and of goodwill at the time of acquisition.

DKK '000

Trademark 238,237
Property, plant and equipment 82,797
Inventories 34,595
Receivables 17
Deferred tax -58,951
Other payables -7,784
Acquired net assets 288,911
Goodwill 308,631
Estimated fair value of the business 597,542
Acquired cash at bank and in hand 9,588
Cash consideration 607,130

No trade receivables were acquired. Goodwill relates to synergies and the potential for development of the acquired activities and is not deductible for tax purposes.

The purchase price allocation was finalized 2 January 2019 with no changes compared to the preliminary version included in the consolidated financial statements for 2018.

Note 5 Acquisition of subsidiaries (continued)

Acquisition of Nohrlund ApS

On 14 June 2018, Royal Unibrew entered into an agreement to acquire 50.5% of the share capital of Nohrlund ApS at a price of DKK 10 million.

The shares were acquired on 2 July 2018, and the company has been included in the Consolidated Financial Statements of Royal Unibrew as of that date.

The acquisition price agreed upon is based on an enterprise value of DKK 25 million (100%).

As part of the acquisition the minority shareholders has been granted an option after a three year period to put their shares to Royal Unibrew A/S. The liability for this has been recognized as a debt in Royal Unibrew A/S's Financial Statements.

Nohrlund produces and sells ready-to-drink organic cocktails with focus on the On-Trade segment.

Royal Unibrew A/S has incurred transaction costs relating to the acquisition of less than DKK 1 million for legal, financial and commercial advisors in connection with the realization of the transaction. The costs were recognized as administrative expenses in the Interim Report for 1 January - 30 June 2018.

Royal Unibrew has made the following preliminary calculation of the fair value of the acquired net assets and of goodwill at the time of acquisition.

DKK '000

Trademark 26,045
Property, plant and equipment 2,788
Other fixed assets 179
Inventories 2,673
Receivables 1,326
Prepayments 275
Deferred tax -5,727
Trade payables -1,015
Other payables -752
Acquired net assets 25,792
Goodwill 0
Estimated fair value of the business 25,792
Acquired cash at bank and in hand -5,740
Minorities part of the fair value of the business -10,052
Cash consideration 10,000

The receivables acquired include trade receivables of a fair vaue of DKK 1 million corresponding to the gross amount receivable according to contract.

The purchase price allocation was finalized 1 June 2019 with no changes compared to the preliminary version included in the consolidated financial statements for 2018.

Note 5 Acquisition of subsidiaries (continued)

Acquisition of Etablissements Geyer Frères

On 12 July 2018, Royal Unibrew entered into an agreement to acquire the company Etablissements Geyer Frères, which owns the lemonade brand LORINA, PureThé and InFreshhh. The company was acquired on 12 July 2018.

The acquisition price amounts to DKK 660 million and is financed by bank borrowings. The enterprise value amounts to DKK 714 million.

Etablissements Geyer Frères is market-leading in the lemonade category within Off-Trade in France holding a market share of about 33%, whereas it has limited presence within On-Trade and convenience. The company exports to about 40 countries on a minor scale, whereas exports to the USA represent a significant part of the business. Overall, exports represent about 40% of revenue, which in 2017 amounted to DKK 290 million. The company's earnings margins were on level with those of Royal Unibrew in 2017.

Etablissements Geyer Frères has about 100 permanent employees and production facilities in Munster in the north-eastern part of France.

The acquisition will establish a niche platform in France as well as a unique platform for further growth in Royal Unibrew's export portfolio.

Royal Unibrew A/S has incurred transaction costs relating to the acquisition of approx DKK 6 million for legal, financial and commercial advisors in connection with the realization of the transaction. The costs were recognized as administrative expenses in the Interim Report for 1 January - 30 June 2018.

The company has been included in the Consolidated Financial Statements of Royal Unibrew as of 12 July 2018.

Royal Unibrew has made the following preliminary calculation of the fair value of the acquired net assets and of goodwill at the time of acquisition.

DKK '000

Trademark 247,000
Customer relations 60,000
Property, plant and equipment 127,551
Other fixed assets 1,576
Inventories 36,544
Receivables 85,642
Prepayments 7,267
Deferred tax -94,292
Trade payables -44,438
Other payables -76,774
Acquired net assets 350,076
Goodwill 364,037
Estimated fair value of the business 714,113
Acquired cash at bank and in hand -53,776
Cash consideration 660,337

Of the receivables acquired, trade receivables have a fair value of DKK 86 million corresponding to gross amount according to contract, DKK 88 million less DKK 2 million provision for expected loss. Goodwill relates to synergies and the potential for development of the acquired activities and is not deductible for tax purposes.

Financial Highlights and Key Ratios

Quarterly

Q1
2019
Q1
2018
Q2
2019
Q2
2018
Sales (thousand hectolitres) 2,226 2,127 3,236 3,099
Income Statement (mDKK)
Net revenue 1,521 1,452 2,270 2,066
EBITDA 295 274 584 526
EBITDA margin (%) 19.4 18.9 25.7 25.4
Earnings before interest and tax (EBIT) 211 194 499 447
EBIT margin (%) 13.9 13.3 22.0 21.6
Income after tax from investments in associates -2 -3 11 12
Other financials, net -9 -10 -10 -4
Profit before tax 200 181 500 455
Net profit for the period 153 142 388 359
Balance Sheet (mDKK)
Non-current assets 7,125 5,909 7,099 5,920
Total assets 8,735 7,347 8,907 7,445
Equity 3,001 2,791 2,663 2,554
Net interest-bearing debt 3,047 2,224 3,000 1,956
Net working capital -399 -488 -750 -928
Invested capital 6,503 5,324 6,068 4,814
Cash Flows (mDKK)
From operating activities -101 -249 816 949
From investing activities -353 -626 -46 -78
Free cash flow -156 -278 771 892
Financial ratios (%)
Free cash flow as a percentage of net revenue -10 -19 34 43
Cash conversion -102 -196 199 248
Net interest-bearing debt/EBITDA (running 12 months) 1.8 1.6 1.7 1.3
Equity ratio 34 38 30 34

Ratios comprised by the "Recommendations and Financial Ratios" issued by the CFA Society Denmark's Committee for accounting standards have been calculated according to the recommendations.

H1 2015-2019

H1
2019
H1
2018
H1
2017
H1
2016
H1
2015
Sales (thousand hectolitres) 5,462 5,226 5,020 4,967 4,431
Income Statement (mDKK)
Net revenue 3,791 3,518 3,183 3,160 2,923
EBITDA 879 800 643 620 574
EBITDA margin (%) 23.2 22.7 20.2 19.6 19.6
Earnings before interest and tax (EBIT) 710 641 502 468 425
EBIT margin (%) 18.7 18.2 15.8 14.8 14.5
Income after tax from investments in associates 9 9 10 15 12
Other financials, net -19 -14 -14 -21 -25
Profit before tax 700 636 498 462 412
Net profit for the period 541 502 390 364 322
Balance Sheet (mDKK)
Non-current assets 7,099 5,920 5,148 5,256 5,552
Total assets 8,907 7,445 6,405 6,531 6,910
Equity 2,663 2,554 2,637 2,712 2,724
Net interest-bearing debt 3,000 1,956 1,158 1,261 1,627
Net working capital -750 -928 -949 -867 -721
Invested capital 6,068 4,814 4,041 4,207 4,627
Cash Flows (mDKK)
From operating activities 715 700 598 413 376
From investing activities -399 -704 -101 100 27
Free cash flow 615 614 497 514 399
Share Ratios (DKK per share of DKK 2)
Number of shares (thousand shares) 50,100 51,000 52,700 54,100 55,493
Earnings per share (EPS) 10.9 9.9 7.5 6.8 5.8
Free cash flow per share 12.4 12.1 9.5 9.6 7.2
End period price per share 479.0 508.5 312.3 298.0 228.8
Financial ratios (%)
Free cash flow as a percentage of net revenue 16 17 16 16 14
Cash conversion 114 122 127 141 124
Net interest-bearing debt/EBITDA (running 12 months) 1.7 1.3 0.9 1.0 1.3
Equity ratio 30 34 41 42 39

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