Earnings Release • Sep 13, 2023
Earnings Release
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| Informazione Regolamentata n. 20078-22-2023 |
Data/Ora Inizio Diffusione 13 Settembre 2023 18:27:47 |
Euronext Star Milan | |
|---|---|---|---|
| Societa' | : | ORSERO | |
| Identificativo Informazione Regolamentata |
: | 181079 | |
| Nome utilizzatore | : | ORSERON02 - Colombini | |
| Tipologia | : | 1.2 | |
| Data/Ora Ricezione | : | 13 Settembre 2023 18:27:46 | |
| Data/Ora Inizio Diffusione |
: | 13 Settembre 2023 18:27:47 | |
| Oggetto | : | Orsero S.p.A. - PR H1 2023 Results | |
| Testo del comunicato |
Vedi allegato.

Press Release

1 The "like for like" results are shown, i.e. without considering the results of Blampin S.a.s and CAPEXO S.a.s., companies acquired at the beginning of 2023 and consolidated from 1 January 2023.
2 The data in brackets refer to the comparison with the FY 2023 Guidance published on the 2 nd of last February.
3 It does not include depreciation, provisions, exchange differences and non-recurring income and charges and costs related to the rewarding of Top Management.
4 Excluding the IFRS 16 effect, between € 76 million and € 81 million (+ € 8 million).
5 Excluding the IFRS 16 effect, between € 80 million and € 75 million (- € 7 million).
6 It does not include the increase in fixed assets due to the application of IFRS 16.


| € Million | H1 2023 | H1 2022 | Changes | % |
|---|---|---|---|---|
| Net Sales | 763.4 | 576.2 | 187.3 | 32.5% |
| Adjusted EBITDA8 | 59.2 | 40.3 | 19.0 | 47.1% |
| Adjusted EBITDA Margin | 7.8% | 7.0% | +77 bps | |
| Adjusted EBIT9 | 42.8 | 26.0 | 16.8 | 64.8% |
| EBIT | 41.1 | 24.0 | 17.1 | 71.1% |
| Adjusted Net Profit10 | 33.4 | 21.3 | 12.1 | 56.7% |
| Non-recurring profit/loss and Top Management Incentives |
(1.0) | (1.5) | ns | ns |
| Net Profit | 32.4 | 19.8 | 12.6 | 63.6% |
| Adjusted EBITDA Excl. IFRS 1611 | 51.1 | 33.2 | 17.9 | 54.0% |
| € Million | 30.06.2023 | 31.12.2022 |
|---|---|---|
| Net Equity | 229.4 | 201.5 |
| Net Financial Position | 136.0 | 67.4 |
| NFP/Net Equity | 0.59 | 0.33 |
| NFP/Adjusted EBITDA | 1.43 | 0.89 |
| Net Financial Position Excl. IFRS 16 | 87.5 | 25.8 |
Milan, 13 September 2023 – The Board of Directors of Orsero S.p.A. (Euronext STAR Milan, ORS:IM), held today, approved the Consolidated Results as at 30 June 2023.
***
Raffaella Orsero, CEO of Orsero, and Matteo Colombini, Co-CEO and CFO of Orsero commented: "We are more than pleased with the results achieved in the first half of 2023, which registered a significant improvement in all financial KPIs and an outstanding cash generation, thanks to a significant organic growth and to the ongoing integration of the two French companies Capexo and Blampin Groupe, which are definitely meeting our expectations in terms of results, but mostly on the organisational and human side. The Distribution BU maintains an excellent performance, against an uncertain macroeconomic background, characterised by sticky inflation and increased interest rates, and within an industry context registering lower volumes and higher selling prices, as a consequence of higher supply chain costs. The Shipping BU maintains a very good profitability, despite the normalization trend which has followed the post pandemic spikes.
We are likewise working on several strategic organic growth projects aimed at strengthening the Group's positioning in terms of distribution and product range: product mix and customer service are key to success in an increasingly dynamic and demanding environment.
7 Data that do not take into account the effects of IFRS 16 accounting principle are reported as "Excl. IFRS 16".
8 It does not include depreciation, provisions, exchange differences and non-recurring income and charges and costs related to the rewarding of Top Management.
9 It does not include income and expenses of a non-recurring nature and costs related to the rewarding of Top Management.
10 It does not include income and expenses of a non-recurring nature and costs related to the rewarding of Top Management including the related estimated tax effect.
11 It does not include depreciation, provisions, exchange differences, non-recurring income and charges and costs related to the rewarding of Top Management.


Considering the outstanding results achieved in the first six months of the year, we considered we could further improve our expectations for the current year, increasing all the Financial Guidance 2023 targets; on the other hand, ESG targets have been confirmed".
***
CONSOLIDATED ECONOMIC SUMMARY DATA AS AT 30 JUNE 2023
Net Sales, equal to € 763.4 million, are up by 32.5% compared with € 576.2 million recorded in H1 2022, with a significant growth of the Distribution BU (+36.1%), thanks to the acquisition and inclusion in the Group's perimeter of the French companies Blampin S.a.s. and CAPEXO S.a.s. (consolidated since January 1, 2023). Net of the perimeter change, the increase of "like for like" sales was 8.6%, an excellent result considering the overall EU context.
The Adjusted EBITDA, equal to € 59.2 million, highlights a significant increase of 47.1% overall and 21.0% on a "like for like" basis, compared with € 40.3 million in H1 2022, with an excellent Adjusted EBITDA Margin of 7.8%, up by 77 bps compared with H1 2022. The Adjusted EBIT, equal to € 42.8 million, grew by 64.8% compared with the € 26.0 million achieved in H1 2022.
The Adjusted Net Profit12 reports a positive result of € 33.4 million compared with a profit of € 21.3 million recorded in H1 2022, a significant increase of € 12.1 million (+56.7%) thanks to the higher operating margin, partially offset by the increase in D&A and provisions, of the net financial items (mainly due to higher financial expenses against lower results of companies consolidated at equity) and taxes.
The Net profit stands at € 32.4 million, a considerable increase of € 12.6 million (+63.6% approximately) compared with a profit of € 19.8 million in H1 2022.
***
The Total Shareholders' Equity is equal to € 229.4 million, an increase of about € 27.9 million compared to the Total Shareholders' Equity as at December 31, 2022, equal to € 201.5 million.
The Net Financial Position13 is equal to € 136.0 million at 30 June 2023 compared with € 67.4 million at 31 December 2022, which include IFRS 16 liabilities equal to € 48.6 million (€ 41.6 million in 2022). The worsening, corresponding to an increase of approximately € 68.7 million, is mainly related to the total investment following the above-mentioned acquisitions of the French companies (consolidated since January 1, 2023), despite the significant cash generation resulting from operating activities for about € 40.3 million, mainly balanced by operating investments of the period equal to approximately € 6.1 million and dividend payments for approximately € 6.0 million (0.35 €/share).
12 The result is calculated net of non-recurring items (equal to a loss of approximately € -0.7 million in H1 2023 and a loss of approximately € -1.1 million in H1 2022) and costs relating to the Top Management rewarding (equal to approximately € -0.3 million in H1 2023 and € -0.4 million in H1 2022), including the related estimated tax effects.
13 The NFP data already includes the effects of IFRS 16.


| Net Sales - Thousands of € | H1 2023 | H1 2022 |
|---|---|---|
| "Distribution" BU | 716,365 | 526,222 |
| "Shipping" BU | 69,029 | 69,308 |
| "Holding & Services" BU | 5,384 | 5,674 |
| Adjustment intra-segment | (27,331) | (25,008) |
| Net Sales | 763,447 | 576,196 |
| Adjusted EBITDA - Thousands of € | H1 2023 | H1 2022 |
| "Distribution" BU | 38,669 | 18,030 |
| "Shipping" BU | 25,061 | 26,073 |
| "Holding & Services" BU | (4,513) | (3,852) |
| Adjusted EBITDA | 59,217 | 40,251 |
| Adjusted EBITDA Excl. IFRS 1614 | 51,078 | 33,163 |
The Distribution BU achieved net sales of € 716.4 million, up by approximately € 190.1 million compared with H1 2022 (+36.1%) resulting from the acquisition and inclusion in the Group's perimeter of the French companies Blampin S.a.s. and CAPEXO S.a.s. and from an increase in average unit sales prices, driven by inflationary dynamics and by the Group's commercial choices aimed at raising the product mix value.
The Adjusted EBITDA is equal to approximately € 38.7 million, a significant increase compared with € 18.0 million recorded in H1 2022, thanks to the product and channel mix, to the contribution of the recent acquisitions, and to the achieved operational efficiency plus a reduction in energy costs compared with the peaks recorded last year. The Adjusted EBITDA Margin registered a significant increase, achieving about 5.4% of net sales, in comparison with 3.4% of H1 2022, further improving the Group positioning at the highest market level.
The Shipping BU generated net sales of € 69.0 million, registering a slight decrease of approximately € -0.3 million (-0.4%) compared to the outstanding results recorded in H1 2022, driven by a small reduction in transported reefer volumes as a consequence of the lower production levels in the countries of origin.
The Adjusted EBITDA, equal to about € 25.1 million, slightly decreased (-3.9%) compared with € 26.1 million of H1 2022, achieving an Adjusted EBITDA Margin of 36.3% of net sales, in consideration of the above.
The Holding & Services BU achieved net sales of € 5.4 million and a negative Adjusted EBITDA of € 4.5 million. It should be remembered that the result of the segment is physiologically negative at the level of Adjusted EBITDA since it includes the activities of the Parent Company, whose result is linked to the extent of the dividends received by the companies of the Group.
14 The positive effect of IFRS 16 on Adjusted EBITDA in H1 2023 amounts to about € 8.1 million, divided into about € 3.4 million for the Distribution BU, about € 4.5 million for the Shipping BU and about € 0.3 million for the Holding & Services BU. It should be remembered that in H1 2022, the same values were equal to about € 7.1 million, divided into about € 2.3 million for the Distribution BU, about € 4.5 million for the Shipping BU and about € 0.3 million for the Holding & Services BU.


On 10 January 2023, Orsero informed to have implemented the agreements concerning respectively (i) the purchase of 80%15 of the share capital of Blampin S.a.s. and (ii) the purchase of 100% of the share capital of CAPEXO S.a.s.. It should also be noted that in the context of the Blampin transaction, it was signed a shareholding agreement (SHA) governing the post-acquisition governance and a put&call option for the purchase of the portion of the share capital remaining in the hands of the Sellers at the closing date (approximately 13.3%16), to be exercised from 1/1/2027 until 31/12/2028. Both companies are consolidated by Orsero starting from 1 January 2023. For further information, please refer to the press releases of 10 January 2023, 22 December 2022, 10 October 2022 and 27 July 2022.
On 26 April 2023, the Shareholders' Meeting resolved, among other things: (i) the amendment of the Articles of Association aiming at the increase in the number (minimum and maximum) of the members of the Board of Directors envisaged by the Articles of Association, as well as further minor statutory changes; (ii) the distribution of an ordinary dividend of € 0.35 per share for a total amount of approximately € 6.0 million, which was paid on May 10, 2023; (iii) the appointment of the new Board of Directors, made up of 10 members, confirming Mr. Paolo Prudenziati as Chairman of the Board of Directors, and of the new Board of Statutory Auditors. Both boards in office until the date of approval of the financial statements at 31 December 2025; (iv) the renewal of the authorization to the Board of Directors to purchase ordinary treasury shares, even in several tranches, for a period of 18 months and for a maximum number of shares not exceeding the maximum value of € 4.0 million and the authorization to dispose of treasury shares held without time limits.
The Board of Directors of 5 May 2023 confirmed the position of Vice-President to Mrs. Raffaella Orsero as well as assigned her and Mr. Matteo Colombini the management powers. The Board also set up the Remuneration and Nomination Committee, the Control and Risk Committee, the Related Parties Committee as well as, for the first time, the Sustainability Committee.
***
At the date of the Half-Year Financial Report of the Orsero Group, no events of particular relevance have occurred at the operating level.
With reference to the latest developments in the international geopolitical situation, the Group's Management continues to monitor developments with the aim of keeping its import and distribution logistics chain efficient, preserving its cost-effectiveness and efficiency.
15 Percentage calculated on the basis of the fully diluted share capital on the basis of an incentive plan in Blampin shares to be issued in favour of some Blampin Groupe managers and with a vesting period 2023-2025 and corresponding to 84.79% of the fully diluted voting rights.
16 Percentage calculated on the basis of the fully diluted share capital on the basis of an incentive plan in Blampin shares to be issued in favour of some Blampin Groupe managers and with a vesting period 2023-2025 and corresponding to 14.12% of the fully diluted voting rights.


Please note that, on the basis of the approved budget projections for the FY 2023, in line with its practice of dialogue with shareholders, on 2 February 2023 the Company announced the Guidance on the main economic and financial indicators expected for the current FY.
In relation to the positive performance of the first half of 2023, the Company believes it can revise upwards the economic forecasts of the Guidance FY 2023 communicated on 2 February 2023.
It should be noted that the 2023 economic-financial projections released on February 2, 2023, as well as the ones disclosed below, are developed including the contribution of the recently acquired French companies CAPEXO S.a.S. and Blampin S.a.S., consolidated since January 1, 2023.
The main revised consolidated forecast indicators are shown below:
Besides, the management and the Company constantly monitor the main economic, equity and market indicators to be able to promptly react to any new unpredictable scenarios, which will be communicated to shareholders in accordance with the law if necessary.
It should also be recalled that for the first time, the Board of Directors decided to disclose to the market the annual ESG targets too, reflecting the great attention and commitment that the Group is placing on the implementation of the recently drafted and approved multi-year Sustainability Plan. The ESG Guidance FY 2023 targets are unchanged and, therefore, are to be found in the press release dated February 2, 2023.
***
A brief presentation of the consolidated Results of H1 2023, in English, will be made available to the public on the institutional website www.orserogroup.it, section "Investors/Financial Documents".
Copy of Interim Consolidated Financial Report as at 30 June 2023 will be made available to the public on today's date on the institutional website www.orserogroup.it, section "Investors/Financial Documents", on the authorized storage system eMarket Storage () other than at the registered office in Milan, via Vezza d'Oglio 7.
17 Constant scope of consolidation excluding possible M&A transactions.
18 It does not include depreciation, provisions, income and charges of a non-recurring and costs related to the rewarding of Top Management.
19 Excluding the IFRS 16 effect, between € 76 million and € 81 million (+ € 8 million).
20 It does not include income and expenses of a non-recurring nature and costs related to the rewarding of Top Management including the related estimated tax effect.
21 Excluding the IFRS 16 effect, between € 80 million and € 75 million (- € 7 million).
22 Excluding the increase in fixed assets due to the application of IFRS 16.


The Manager in charge of preparing the corporate accounting documents of Orsero S.p.A., Mr. Edoardo Dupanloup certifies, pursuant to art. 154-bis. paragraph 2. of Legislative Decree 58/98 that the accounting information contained in this press release corresponds to the documentary results, books and accounting records.
***
The Group's results for H1 2023 will be presented to the financial community on 14 September 2023 during a conference call at 9.30 CEST (UTC +02:00).
For information, please contact the references at the bottom of this press release.
** *** **
ORSERO is the holding company of the Italian and international group with the same name, a leader in Mediterranean Europe for the import and distribution of fresh fruit and vegetables. The Orsero Group was created more than 50 years ago at the initiative of the Orsero family, which had been operating since the 1940s in the fruit and vegetable sector, in partnership with other entrepreneurs. Over the decades, the Orsero Group has expanded its business both in terms of area covered, which today includes Italy, France, Spain, Portugal, Greece, Mexico, Costa Rica and Colombia, and in terms of product categories and sectors, according to a model known as vertical integration. Along with the distribution of fresh produce, the Orsero Group's business model also includes the import of bananas and pineapples using its owned ships. In 2012, the Orsero Group launched the brand "F.lli Orsero" for bananas and pineapples. The name intends to convey a sense of tradition and the passion of a large Italian family-run company for high-end produce.
ORSERO ordinary shares are listed on the Euronext STAR Milan segment of the Market Euronext Milan: ISIN - IT0005138703; Bloomberg Ticker "ORS.IM"; Thomson Reuters Ticker "ORSO.MI".
For more information: Orsero S.p.A. Investor Relations: Edoardo Dupanloup | T. +39 347 4496044 | [email protected]| www.orserogroup.it
Media Relations:
CDR Communication Angelo Brunello | M. +39 329 211 7752 | [email protected] Martina Zuccherini | [email protected]
Specialist Intesa Sanpaolo S.p.A. –IMI CIB Division Largo Mattioli 3 - 20121 – Milano


| Thousands of Euro | 30.06.2023 | 31.12.2022 |
|---|---|---|
| ASSETS | ||
| Goodwill | 128,164 | 48,245 |
| Intangible assets other than Goodwill | 10,258 | 10,020 |
| Property, plant and equipment | 174,623 | 163,967 |
| Investments accounted for using the equity method | 19,953 | 19,397 |
| Non-current financial assets | 6,505 | 5,626 |
| Deferred tax assets | 8,009 | 8,323 |
| NON-CURRENT ASSETS | 347,512 | 255,578 |
| Inventories | 53,691 | 47,357 |
| Trade receivables | 160,870 | 119,107 |
| Current tax assets | 16,859 | 16,929 |
| Other receivables and other current assets | 18,745 | 14,156 |
| Cash and cash equivalents | 90,837 | 68,830 |
| CURRENT ASSETS | 341,002 | 266,378 |
| Non-current assets held for sale | - | - |
| TOTAL ASSETS | 688,515 | 521,957 |
| Share Capital | 69,163 | 69,163 |
| Other Reserves and Retained Earnings | 126,987 | 99,661 |
| Profit/loss attributable to Owners of Parent | 31,847 | 32,265 |
| Equity attributable to Owners of Parent | 227,998 | 201,090 |
| Non-controlling interests | 1,376 | 393 |
| TOTAL EQUITY | 229,374 | 201,483 |
| LIABILITIES | ||
| Financial liabilities | 174,580 | 101,096 |
| Other non-current liabilities | 628 | 735 |
| Deferred tax liabilities | 4,742 | 4,593 |
| Provisions | 4,562 | 5,759 |
| Employees benefits liabilities | 7,925 | 8,297 |
| NON-CURRENT LIABILITIES | 192,436 | 120,479 |
| Financial liabilities | 54,154 | 36,789 |
| Trade payables | 176,141 | 134,807 |
| Current tax liabilities | 7,123 | 4,730 |
| Other current liabilities | 29,286 | 23,669 |
| CURRENT LIABILITIES | 266,705 | 199,995 |
| Liabilities directly associated with non-current assets held for sale | - | - |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 688,515 | 521,957 |


| Thousands of Euro | 1st Semester 2023 |
1st Semester 2022 |
|---|---|---|
| Net sales | 763,447 | 576,196 |
| Cost of goods sold | (673,586) | (515,253) |
| Gross profit | 89,861 | 60,942 |
| General and administrative expense | (48,764) | (36,905) |
| Other operating income/expense | (44) | (51) |
| Operating result | 41,052 | 23,986 |
| Financial income | 502 | 114 |
| Financial expense and exchange rate differences | (5,636) | (3,212) |
| Other investment income/expense | 4 | 5 |
| Share of profit/loss of associates and joint ventures accounted for using equity method |
1,076 | 1,292 |
| Profit/loss before tax | 36,998 | 22,185 |
| Income tax expense | (4,612) | (2,391) |
| Profit/loss from continuing operations | 32,386 | 19,794 |
| Profit/loss from discontinued operations | - | - |
| Profit/loss for the period | 32,386 | 19,794 |
| Profit/loss attributable to non-controlling interests | 539 | 428 |
| Profit/loss attributable to Owners of Parent | 31,847 | 19,366 |
| Earnings per share "base" in euro | 1.851 | 1.116 |
| Earnings per share "Fully Diluted" in euro | 1.851 | 1.116 |


| Thousands of Euro | 1st Semester 2023 |
1st Semester 2022 |
|---|---|---|
| A. Cash flows from operating activities (indirect method) | ||
| Profit/loss for the period | 32,386 | 19,794 |
| Adjustments for income tax expense | 4,612 | 2,391 |
| Adjustments for interest income/expense | 3,527 | 1,708 |
| Adjustments for provisions | 974 | 831 |
| Adjustments for depreciation and amortisation expense and impairment loss | 8,164 | 13,434 |
| Other adjustments for non-monetary elements | 16 | - |
| Change in inventories | (2,947) | (12,726) |
| Change in trade receivables | (14,022) | (18,590) |
| Change in trade payables | 18,660 | 21,006 |
| Change in other receivables/assets and in other liabilities | (5,383) | 327 |
| Interest received/(paid) | (3.045) | (1,777) |
| (Income taxes paid) | (2.284) | (1,346) |
| Cash flow from operating activities (A) | 40,298 | 25,053 |
| B. Cash flows from investing activities | ||
| Purchase of property, plant and equipment | (5,271) | (17,130) |
| Proceeds from sales of property, plant and equipment | 294 | 334 |
| Purchase of intangible assets | (826) | (1,382) |
| Proceeds from sales of intangible assets | 3 | - |
| Purchase of interests in investments accounted for using equity method | (1,076) | (3,612) |
| Proceeds from sales of investments accounted for using equity method | 520 | 424 |
| Purchase of other non-current assets | - | - |
| Proceeds from sales of other non-current assets | 438 | 1,282 |
| (Acquisitions)/disposal of investments in controlled companies, net of cash | (49,852) | - |
| Cash Flow from investing activities (B) | (55,770) | (20,084) |
| C. Cash Flow from financing activities | ||
| Increase/decrease of financial liabilities | (5,868) | (2,585) |
| Drawdown of new long-term loans | 56,244 | 12,649 |
| Pay back of long-term loans | (7,088) | (14,921) |
| Capital increase and other changes in increase/decrease | 1,012 | 5,169 |
| Disposal/purchase of treasury shares | - | (940) |
| Dividends paid | (6,022) | (5,206) |
| Cash Flow from financing activities (C) | 37,479 | (5,835) |
| Increase/decrease in cash and cash equivalents (A ± B ± C) | 22,007 | (866) |
| Cash and cash equivalents at 1° January 23-22 | 68,830 | 55,043 |
| Cash and Cash equivalents at 30 June 23-22 | 90,837 | 54,178 |
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