Quarterly Report • Jul 10, 2018
Quarterly Report
Open in ViewerOpens in native device viewer
AUGA GROUP AB JULY 2018
This document has been prepared jointly by AUGA Group AB ("Company") and AS LHV Pank ("LHV"), together called the "Parties", for informational purposes only. This document does not by any means constitute an offer or a solicitation, nor a recommendation to purchase or sell securities, commodities, currencies or other investments referred to herein. This document does not constitute independent investment advice. The document belongs to the Parties. The information contained in this document has been compiled from published sources which the Parties believe to be reliable and accurate and in good faith. The Parties are not responsible for any decisions taken by third parties on the information provided in this presentation. The information provided herein cannot be the basis for any subsequently concluded agreement.
Although carefully verified, the Parties make no representations or warranties of any kind, expressed or implied, about the completeness, accuracy, reliability or suitability with respect to the information contained herein. Any reliance placed on such information is therefore strictly at the risk of the reader. In no event shall the Parties be liable for any loss or damage including direct, indirect, consequential loss or damage arising in connection with the use of the information contained herein. The Parties shall also assume no other obligations or liability of whatever nature in connection with this material, such as for example an obligation to ensure the offering and issue of any securities or an obligation to update this information should the underlying circumstances change, etc. No respective claims can be brought against any of the Parties in connection with the information contained herein.
This document contains forward-looking statements that are based on the Parties' expectations, estimates, projections and assumptions. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contemplated by such statements. Forward-looking statements are made and based on information available to the Parties on the date of this document. The Parties do not assume, and expressly disclaim, any obligation to update this information, nor do the Parties take any responsibility to guarantee any result predicted in this document to become actual.
The information of this presentation does not encompass all the information, disclosed by the Company and should be read together with the Company's publicly announced financial information and prospectus of public offering. The financial data provided should be evaluated together with the financial statements and prospectus of public offering. The data presented reflect the situation for a past periods of time and results for a past period are not reliable indicator of future performance.
No investment decision shall be based on this material. In connection with a potential capital raising, should it take place, the Company has published a prospectus according to applicable laws and regulations. In any case, investments into shares of the Company are associated with investment risk. The value of the Company's shares can both rise and fall, and the investor may recover less than invested or even lose the entire invested amount. Past financial results of the Company do not guarantee future performance.
Kęstutis Juščius The Chairman of the Board
Linas Bulzgys Board Member, CEO
| OFFERING SIZE |
Using mid-point of the price range, expected net proceeds for AUGA – up to EUR 18,200,000. |
|---|---|
| OFFER SHARES | Up to 40,000,000 newly issued ordinary registered shares. Up to 20,000,000 existing ordinary registered shares. Total number of offered shares: up to 60,000,000. * The number of ordinary registered shares be further increased shares after the July 16th existing 40 000 000 to may up , , extraordinary general of shareholders , resulting the total of offer shares meeting in 80 000 000 amount to up , , |
| OFFER PERIOD |
Offering starts: July 3, 2018 at 09:00 Lithuanian time Offering ends: July 20, 2018 at 15:30 Lithuanian time |
| ELIGIBILITY | Public offering in Lithuania. Private placement according to legislation where allowed. Institutional and/or qualified Investors. |
| ALLOCATION, SETTLEMENT AND TRADING |
Allocation: on or about July 23, 2018. Settlement: on or about July 26, 2018. Trading in new shares is expected to commence on Nasdaq Vilnius and Warsaw Stock Exchange on or about August 3, 2018. |
| CONDITIONAL MOVE TO NASDAQ BALTIC MAIN LIST |
On June 26, 2018 Nasdaq Vilnius announced a decision of conditional admission of AUGA´s new shares and move of existing shares to the Nasdaq Baltic Main List if certain conditions are met. |
| LOCK-UP | The selling shareholder (i.e. Baltic Champs Group UAB holding 88.13% of all shares prior to the offering) signed lock-up agreement for 24 calendar months from the settlement date. |
| PRICE RANGE, NOMINAL VALUE AND VWAP |
Price range EUR 0.45-0.50 Nominal value: EUR 0.29 VWAP (12 months): in Vilnius EUR 0.5013, in Warsaw PLN 1.6673 (EUR 0.3938). VWAP (6 months): in Vilnius EUR 0.5372, in Warsaw PLN 1.658 (EUR 0.3929). |
|---|---|
| LATEST SIGNIFICANT | In December 2016, the Group's major shareholder Baltic Champ Group, UAB increased its stake in AUGA group from |
| TRANSACTION | 51.56% to 88.13% by acquiring the shares of significant minority for the average price of EUR 0.61 per share. |
| Overview | With 38,000 ha under management, AUGA is the largest vertically integrated • organic agriculture company in Europe • AUGA controls all processes from seed to final product Considering equity capital injection for development of recent acquisitions and • new investment projects: poultry, dairy, biogas, other technologies |
|---|---|
| Key strengths | Large scale organic supply from one source with full traceability • • Wide range of organic commodities and end-consumer products Certified with the EU Organic, USDA, BRC, Kosher, Global GAP • Experienced and skilled management • Strong R&D • |
| Strategy | • Focus only on organic and sustainable food production Achieve efficiency by utilizing scale of operations, synergies among different • agricultural sectors and applying latest scientific knowledge to improve all production processes • Grow share of value-added end-consumer products using proprietary and contracted manufacturing, with full process control from field to shelf |
| Investment opportunity |
Growing global organic market • • Healthy and sustainable food trends, driven by new consumer generation Unique company know-how and operational set-up • Vertical integration backed by economies of scale • |
| EURm | 2015 | 2016 | 2017 | 2017Q1 | 2018Q1 |
|---|---|---|---|---|---|
| Revenue | 47,4 | 39,6 | 48,8 | 12,1 | 11,5 |
| Gross profit | 10,4 | 10,8 | 14,9 | 2,2 | 1,7 |
| EBITDA* | 12,7 | 11,2 | 14,2 | 10,8 | 13,8 |
| EBITDA** | 10,7 | 9,6 | 13,2 | 9,3 | 12,7 |
| Net profit | 5,6 | 2,1 | 5,0 | 0,02 | 0,6 |
| Net debt | 42,6 | 30,3 | 42,9 | 35,7 | 53,6 |
EBITDA* - net cash flows from operating activities eliminating adjustments for loss (gain) on change in fair value of biological assets, changes in working capital, income tax paid, interest received, interest paid. Changed in 2017, AUGA will use this formula in the coming reporting periods. This was done to align the approach used by lenders for setting loan covenants. 2017Q1 and 2018Q1 represent data for 12 months period ended on March 31.
EBITDA** is calculated as profit before interest, corporate income taxes, depreciation and amortization in addition to eliminating one-off effects to net profit. 2017Q1 and 2018Q1 represent data for 12 months period ended on March 31.
| 2014 | 2015 | 2016 | 2017 | 2018 |
|---|---|---|---|---|
| Merger of Agrowill Group and Baltic Champs |
Start of organic farming |
2nd transition year | Fully certified organic farming Acquisition of KTG Agrar |
Integrated organic food company Acquisition of Raseiniu Agra |
| New era begins for | Launch of organic | Launch of organic | Launch of organic milk | Sales growth of branded and |
| the company | mushrooms | packaged vegetables | and grain products | end-consumer products |
Arrival of new controlling shareholder via Baltic Champs reverse takeover denotes strategic change in operational influence and direction. Shares from existing shareholders were also bought later in 2016 for prices up to EUR 0.63*
.
Already EUR 15m invested:
New development projects:
*Source: https://cns.omxgroup.com/cdsPublic/viewDisclosure.action?disclosureId=751970&messageId=942771
AUGA group is committed to the development of sustainable agriculture and does more than required by EU organic regulations.
For more information see AUGA Sustainability Report for 2017 published in April 2018*
*Source: https://cns.omxgroup.com/cdsPublic/viewDisclosure.action?disclosureId=832738&messageId=1047053 10
The Group gains efficiency of returns through leasing of land rather than low returns as an owner, operating in the most fertile areas of Lithuania.
Sources: https://www.destatis.de/DE/Publikationen/StatistischesJahrbuch/LandForstwirtschaft.pdf?\_\_blob=publicationFile , http://www.vic.lt/?mid=151&id=26954, http://stat.gov.pl , http://appsso.eurostat.ec.europa.eu/nui/submitViewTableAction.do. http://archyvas.vic.lt/?mid=151&id=26395.
Due to internal integration with dairy farming and mushroom growing, the possibility to obtain sufficient quantities of organic farming compliant fertilizers (manure), the application of innovative land cultivation technologies and tooling, the Group achieves superior crop yields.
The Company has developed its own designs which meet EU organic farming regulations, use renewable energy and deliver improved animal welfare standards. Two pilot projects have been successfully executed.
Wide range of products grown and produced allows the Company to offer variety of final consumer products.
The Group's ability to accumulate large volume of organic commodities, which often is a scarce resource in the fast-growing organic food markets, allows to utilise contract manufacturing model for various end consumer products with professional processors and to control the longer value chain from field to shelf.
For more information on segment analyses and trends see AUGA prospectus available from: http://auga.lt/wp-content/uploads/2018/07/AUGA-group-Prospectus.pdf
Additional capital is planned to be used for ongoing development projects. A combination of both equity, bank debt and internal cash flow financing sources are expected to be applied, with the total capex program of EUR 30 million.
| Use of proceeds by the Company |
EUR m |
|---|---|
| 1. Further development of recently acquired agricultural companies |
4 |
| 2. Combined feedstock production plant |
7 |
| 3. Expanding poultry farms |
6 |
| 4. Biogas conversion and purification, introduction of biomethane as a second-generation biofuel |
4 |
| 5. Building new generation dairy farms |
6 |
| 6. Other R&D activities |
3 |
| Total | 30 |
The Groups seeks to implement same agricultural processes and technologies in the new companies in order to reach the same efficiencies as in existing operations.
A dedicated organic feedstock production plant is essential for high quality organic feed availability for internal purposes (cattle and poultry undergoing expansion) and for selling to the market.
Organic milk is one of the main items in the organic food consumer basket. To achieve a closed loop organic agriculture model, the Company also needs a sufficient supply of cow manure.
The Group is committed to using the most innovative technologies and methods in its operations, as they ensure better crop yields, enables farming in a sustainable way and produces organic food at affordable prices.
The selling shareholder intends to use the net proceeds from the sale of existing shares for the repayment of outstanding debts, incurred on the buyout of significant minority shares in 2016.
* The number of existing ordinary registered shares may be further increased up to 40,000,000 shares after the July 16th extraordinary general meeting of shareholders.
In 10 years consumers have more than tripled their consumption of organic products and demand continues to grow.
• In 2016, European organic farmland area increased by 6.7%, while sales grew by 12%
• Germany, as largest EU market, is a benchmark for major organic products prices
New generation of consumers not only like organic food but are willing to pay more for it.
THINKING HEALTHY ATTRIBUTES ARE IMPORTANT VS. WILLINGNESS TO PAY PREMIUM FOR THEM* CONSUMER ATTITUDES TOWARDS FOOD**
believe they can improve their life by choosing healthier food
75% believe that today most of
the food is not natural and not ecological
would agree to ban the use of any pesticides and chemical fertilizers
62%
75%
agree that it is more important how the product was produced than who sells it
31
Supervisory Council
The Chairman of the Supervisory Council
Doctor of technical sciences and the Chairman of the Supervisory Council of AB AUGA group
Rimantas Rudzkis Member of the Supervisory Council
Liudas Navickas Member of the Supervisory Council
The investment advisor, consulting Domeina Company
All of the members of the Supervisory Council are independent.
UAB Baltic Champs Group
Kęstutis Juščius
Linas Bulzgys
Marijus Bakas Member of the Management Board
Head of Širvintai unit of UAB Baltic Champs
Management Board
The Chairman of the Management Board
Member of the Management Board, CEO
Linas Strėlis Member of the Management Board
Board member of AB Vilkyškių Pieninė and AB Umega group
The founder and the Chairman of the Management Board of
Agnė Jonaitytė Member of the Management Board
Attorney at law
| EUR'000 | 2015 | 2016 | 2017 | 2017 Q1 | 2018 Q1 |
|---|---|---|---|---|---|
| audited | unaudited | ||||
| Revenues | 47,425 | 39,630 | 48,784 | 12,107 | 11,492 |
| Cost of sales | -36,735 | -27,985 | -38,012 | -9,660 | -9,394 |
| Gain (loss) on changes in fair value of biological assets | -289 | -868 | 4,159 | -281 | -423 |
| Gross profit | 10,401 | 10,777 | 14,931 | 2,168 | 1,675 |
| Operating expenses | -6,069 | -7,014 | -8,585 | -1,932 | -833 |
| Revaluation of investment property | 3,339 | - | - | - | - |
| Other income | 458 | 127 | 351 | 53 | 147 |
| Operating profit | 8,129 | 3,890 | 6,697 | 289 | 989 |
| EBITDA* | 12,702 | 11,213 | 14,193 | 10,757 | 13,750 |
| EBITDA** | 10,748 | 9,623 | 13,178 | 9,286 | 12,724 |
| Finance cost | -2,001 | -2,098 | -1,904 | -272 | -364 |
| Profit (loss) before income tax | 6,128 | 1,792 | 4,793 | 17 | 625 |
| Income tax expense | -569 | 353 | 222 | - | - |
| Net profit (loss) for the year | 5,559 | 2,145 | 5,051 | 17 | 625 |
EBITDA* - net cash flows from operating activities eliminating adjustments for loss (gain) on change in fair value of biological assets, changes in working capital, income tax paid, interest received, interest paid. Changed in 2017, AUGA will use this formula in the coming reporting periods. This was done to align the approach used by lenders for setting loan covenants. 2017Q1 and 2018Q1 represent data for 12 months period ended on March 31. EBITDA** is calculated as profit before interest, corporate income taxes, depreciation and amortization in addition eliminating one-off effects to net profit. 2017Q1 and 2018Q1 represent data for 12 months period ended on March 31.
| EUR'000 | 2015 | 2016 | 2017 | 2018 Q1 |
|---|---|---|---|---|
| audited | unaudited | |||
| Assets | ||||
| Non -current assets |
||||
| Property, plant and equipment | 89,634 | 76,262 | 85,253 | 88,463 |
| Biological assets | 6,637 | 6,858 | 8,029 | 7,949 |
| Other non -current assets |
10,590 | 3,573 | 5,867 | 8,408 |
| Total non -current assets |
106,861 | 86,693 | 99,131 | 104,820 |
| Current assets | ||||
| Biological asset s |
4,067 | 5,223 | 10,111 | 12,861 |
| Inventory | 8,856 | 15,157 | 25,547 | 23,770 |
| Trade receivables, advance payments & other receivables | 11,414 | 13,367 | 10,765 | 11,937 |
| Cash and cash equivalents | 4,068 | 1,650 | 620 | 1,040 |
| Assets held for sale | - | - | 2,374 | 4,247 |
| Total current assets | 28,405 | 35,397 | 49,417 | 53,855 |
| Total assets | 135,266 | 122,090 | 148,548 | 158,675 |
| Equity and liabilities | ||||
| Capital and reserves | ||||
| Share capital and premium | 62,241 | 62,241 | 55,089 | 55,089 |
| Reserves | 8,002 | 4,541 | 6,303 | 6,303 |
| Retained earnings (accumulated deficit) | -1,434 | 5,163 | 17,241 | 17,905 |
| Equity attributable to equity holders of the Company | 68,809 | 71,945 | 78,633 | 79,297 |
| Non -controlling interest |
321 | 293 | 382 | 343 |
| Shareholders equity, total | 69,130 | 72,238 | 79,015 | 79,640 |
| Non -current liabilities |
||||
| Non -current financial debt |
21,319 | 20,365 | 22,522 | 25,928 |
| Grants | 3,852 | 3,286 | 3,657 | 3,687 |
| Deferred tax liability | 2,820 | 433 | 656 | 656 |
| Total non -current liabilities |
27,991 | 24,084 | 26,835 | 30,271 |
| Current liabilities | ||||
| Current financial debt | 25,359 | 11,625 | 21,069 | 28,695 |
| Trade payables | 8,473 | 8,796 | 14,467 | 14,358 |
| Other payables and current liabilities | 4,313 | 5,347 | 5,855 | 4,608 |
| Liabilities directly associated with assets classified as held for sale | - | - | 1,307 | 1,103 |
| Total current liabilities | 38,145 | 25,768 | 42,698 | 48,764 |
| Total liabilities | 66,136 | 49,852 | 69,533 | 79,035 |
| Total equity and liabilities | 135,266 | 122,090 | 148,548 | 158,675 |
| EUR'000 | 2015 | 2016 | 2017 | 2018 Q1 |
|---|---|---|---|---|
| audited | unaudited | |||
| Cash flows from / (to) operating activities | ||||
| Net profit (loss) before income tax | 6,128 | 1,792 | 4,793 | 625 |
| Adjustments for non-cash expense (income) items and other adjustments | ||||
| Depreciation expense | 6,177 | 6,058 | 6,800 | 1,742 |
| Amortisation expense | 151 | 50 | 178 | 54 |
| Other adjustments | 773 | 4,181 | -1,737 | -1,152 |
| Changes in working capital | ||||
| (Increase) decrease in biological assets | 1,419 | -2,245 | -6,568 | -3,830 |
| (Increase) decrease in trade receivables and prepayments | -2,690 | -1,289 | 3,468 | -1,453 |
| (Increase) decrease in inventory | -65 | -7,567 | -6,675 | 3,917 |
| (Decrease) increase in trade and other payables | -1,473 | 1,723 | 5,908 | -2,721 |
| 10,420 | 2,703 | 6,167 | -2,818 | |
| Income tax paid | -735 | 0 | 0 | 0 |
| Interest received, gross | 50 | 48 | 0 | 0 |
| Interest paid, gross | -1,676 | -1,945 | -1,802 | -344 |
| Net cash flows from / (to) operating activities | 8,059 | 806 | 4,365 | -3,162 |
| Cash flows from / (to) investing activities | ||||
| Purchase of property, plant and equipment | -4,198 | -4,329 | -4,950 | 0 |
| Purchase of non-current intangible assets | -2 | -14 | -17 | -546 |
| Other investing activities | 2,656 | 5,773 | -1,584 | -1,853 |
| Net cash flows from / (to) investing activities | -1,544 | 1,430 | 6,552 | -2,399 |
| Cash flows from / (to) financing activities | ||||
| Loans repaid to banks | -12,768 | -19,101 | -5,921 | -11,568 |
| Borrowings received | 14,795 | 17,352 | 12,130 | 15,000 |
| Other borrowings obtained (paid) | -4,521 | -851 | -1,547 | 3,000 |
| Finance lease repayments | -851 | -2,054 | -3,504 | -451 |
| Other | -156 | 0 | 0 | 0 |
| Net cash flows from / (to) financing activities | -3,501 | -4,654 | 1,158 | 5,981 |
| Net (decrease) / increase in cash and cash equivalents | 3,014 | -2,418 | -1,030 | 420 |
| Cash and cash equivalents at the beginning of the period | 1,054 | 4,068 | 1,650 | 620 |
| Cash and cash equivalents at the end of the period | 4,068 | 1,650 | 620 | 1,040 |
| OFFERING SIZE |
Using mid-point of the price range, expected net proceeds for AUGA – up to EUR 18,200,000. |
|---|---|
| OFFER SHARES | Up to 40,000,000 newly issued ordinary registered shares. Up to 20,000,000 existing ordinary registered shares. Total number of offered shares: up to 60,000,000. * The number of ordinary registered shares be further increased shares after the July 16th 40 000 000 existing to may up , , extraordinary general of shareholders , resulting the total of offer shares meeting in 80 000 000 amount to up , , |
| PRICE RANGE, NOMINAL VALUE AND VWAP |
Price range EUR 0.45-0.50 Nominal value: EUR 0.29 VWAP (12 months): in Vilnius EUR 0.5013, in Warsaw PLN 1.6673 (EUR 0.3938). VWAP (6 months): in Vilnius EUR 0.5372, in Warsaw PLN 1.658 (EUR 0.3929). |
| OFFER PERIOD |
Offering starts: July 3, 2018 at 09:00 Lithuanian time Offering ends: July 20, 2018 at 15:30 Lithuanian time |
| ELIGIBILITY | Public offering in Lithuania. Private placement according to legislation where allowed. Institutional and/or qualified Investors. |
| ALLOCATION, SETTLEMENT AND TRADING |
Allocation: on or about July 23, 2018. Settlement: on or about July 26, 2018. Trading in new shares is expected to commence on Nasdaq Vilnius and Warsaw Stock Exchange on or about August 3, 2018. |
| CONDITIONAL MOVE TO NASDAQ BALTIC MAIN LIST |
On June 26, 2018 Nasdaq Vilnius announced a decision of conditional admission of AUGA´s new shares and move of existing shares to the Nasdaq Baltic Main List if certain conditions are met. |
| LOCK-UP | The selling shareholder (i.e. Baltic Champs Group UAB holding 88.13% of all shares prior to the offering) signed lock-up agreement for 24 calendar months from the settlement date. |
Find out more at www.auga.lt More videos about AUGA at Youtube
| 2016 | |||
|---|---|---|---|
| 34,789 | |||
| 1,251 | 1,252 | 1,288 | 1,155 |
| 3.9 | 3.8 | 3.8 | 3.3 |
| 3.6 | 3.4 | 3.4 | 3.0 |
| 12,158,356 | 12,571,778 | 13,241,913 | 13,331,932 |
| 208,695 | 204,796 | 204,311 | 200,551 |
| 1.7 | 1.6 | 1.5 | 1.5 |
| 1.5 | 1.5 | 1.4 | 1.3 |
| 2013 31,690 |
2014 33,068 |
2015 33,709 |
Source: Eurostat
https://www.youtube.com/watch?v=ixak1ANw7EY https://www.youtube.com/watch?v=evS46h_tqAE https://www.youtube.com/watch?v=1n8woCaa778
https://www.youtube.com/watch?v=p_U--qXMNBw
https://www.youtube.com/watch?v=EFTIFwlGHpo https://www.youtube.com/watch?v=4eCz93zn0HY
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.