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Orsero

Investor Presentation Sep 26, 2018

4276_ip_2018-09-26_87f34161-d819-4f33-9db1-009bf5bad8ca.pdf

Investor Presentation

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HALF YEAR ENDED JUNE 30, 2018

DISCLAIMER

This document (the Document) was prepared by ORSERO S.p.A. (Company) only for the purposes of presenting the Company.

The information contained herein may not be complete and exhaustive and no guarantee can be given as to its accuracy.

This Document was drafted on the basis of data and information of the Company and/or in the public domain, and on parameters and assumptions determined in good faith by the Company. However, these parameters and assumptions are not the only ones that could have been selected for the purpose of preparing this Document, therefore the application of additional parameters and assumptions, or the existence of different market conditions, could lead, in good faith, to analyses and assessments that may differ, in whole or in part, from those contained herein.

The information and/or the assessments contained herein have not been subjected to verification by independent experts, and are subject to changes and/or updates. The Company undertakes no obligation to give prior or subsequent communication in the event that any such changes and additions may become necessary or appropriate.

No information contained in this Document can or shall be considered a guarantee or an indication of future operating, financial and equity results of the Company.

To the extent permitted by applicable law, the Company and its corporate officers, managers, employees, and consultants do not make any declaration or guarantee and do not assume any obligation, either express or implied, or responsibility as to the accuracy, sufficiency, completeness and update of any information contained in the Document nor in respect of any errors, omissions, inaccuracies or negligence herein.

This Document is provided merely for information and indicative purposes and does not constitute in any way a proposal to enter into any contract nor a public offering of financial products, nor advice or a recommendation to buy or sell any financial products.

You are the exclusive addressee of this Document which as such cannot be delivered nor disclosed to any third parties nor reproduced, in whole or in part, without the prior authorization of the Company.

To the purpose of comparing the half-year 2018 financial data consistently with the current perimeter of consolidation, all the half-year financial data displayed and commented in the "Key Financials " section of this document refers to 2017 Proforma Consolidated Financial Reports prepared on a pro forma basis in order to include all the effects of the acquisition carried on during the year 2017. Limited to this purpose, the acquired companies have been assumed fully controlled from Jan. 1,2017 and consolidated with the line-by-line method from that date onwards.

GROUP OVERVIEW

THE GROUP AT A GLANCE

ORSERO is the holding company (listed in the AIM Italia segment of Borsa Italiana) 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 for over 80 years. The Group's Business model is based on two pillars: the DISTRIBUTION of a vast array of fresh produce, and the IMPORT & SHIPPING of bananas and pineapples using its owned ships.

The Group generates consolidated sales close to 940 M€ *, of which abt. 850 M€ in the Distribution segment.

GOVERNANCE & SHAREHOLDERS' STRUCTURE

SHARE CAPITAL – % OF VOTING RIGHTS(*)

KEY EXECUTIVES

Paolo Prudenziati Chairman, MD and Chief Commercial Officer

Raffaella Orsero Deputy Chair, MD and Chief Executive Officer

Matteo Colombini MD and Chief Financial Officer

BOARD OF DIRECTORS

  • The Board of Directors consists of 9 members:
  • 3 key executives;
  • 2 independent directors;
  • 2 promoters of Glenalta Food SPAC;
  • 2 directors named, one for each, by FIF and Grupo Fernandez.
  • Within the BoD, by the major part constituted by independent directors, the following bodies were voluntary established :
  • Remuneration Committee
  • Related Party Transactions Committee

741.387 treasury shares, representing 4,193% of total share capital. ANALYST COVERAGE

(*) Total shares 17.682.500. Voting rights are temporarily suspended for

ADVISORS
Equita
SIM
Fabio Fazzari
CFO SIM Luca Arena
Banca IMI Gabriele Berti
Banca Akros Andrea Bonfà
NOMAD Banca Akros
Specialist CFO SIM
Auditing Company KPMG

CONDENSED COMPANY STRUCTURE

* Note: This slide is an illustrative and simplified company structure showing only the main operating subsidiaries/associates/joint ventures of Orsero Group. If not otherwise specified the companies are intended as wholly owned by the Group.

KEY FINANCIALS

HALF YEAR ENDED JUNE 30, 2018

H1 2018 IN A NUTSHELL


First cash dividend: 0,12 €/share, paid in May , for a total outlay of abt. 2 M€

In Sept. 2018, appointment of Banca Akros
as Sponsor, starting the route to the listing on the MTA/Star
market
Corporate
Ongoing scouting activity to identify affordable M&A target in the F&V market and adjacent products
-
Potential target must fit with the effort of focusing in the core business and of enlarging the geographical penetration or
the assortment of products marketed

On Sept. 20, the Orsero's
Spanish subsidiary entered into an agreement to purchase the entire share
capital of Sevimpor
SL for a consideration on 1,65 M€ (+ 0,65 of Net Debt) to be paid in 3 years
-
Sevimpor
is a distributor of fresh F&V located in Sevilla (Andalusia-Spain) with net revenues of over 9 M€ and Adj. Ebitda
of
0,45 M€ (FY 2017); the transaction will be finalised in Jan. 2019 and it is expected to produce immediate commercial and
operational synergies

H1 Distribution sales affected by general consumption slow down in the very first months of 2018 due to
winter weather colder than same period last year, coupled with a short supply in Bananas.
-
No warning affecting long term growth of Distribution segment
-
Market insight: the modern trade channel in Italy underperformed (Supermarkets and Hypermarkets F&V sales down -3%
YTD June ()) and the consumption statistic in Spain returned a gloomy scenario for Q1 2018(*)
-
Consumption recovered in the remaining months of the first half
-
Confirmed focus on diversification of product portfolio and widening of value added product line
-
Good profitably improvement as a consequence of volumes/mix effect

Fresh cut fruit
Business -
ramp-up of the refitted and enlarged facility in Florence,
-
early-stage project for new cutting centres to be located within existing Orsero's
facility in Italy
-
organisational reinforcement by establishing a team dedicated to "fresh cut"

Shipping activities keep generating positive Ebitda, while facing:
-
headwind due to massive bunker fuel increase and competitive pressure on freight rates
-
some issues in the port of loading in Central-South America, chiefly in CR due to port congestion related to the
construction of a new terminal and natural phenomenon (e.g. heavy rainfall)

Import activities improved their contribution to Import & Shipping segment results
-
Banana short supply in Q1 generated better price on imported bananas but reduced the potential loading factor
-
Pineapples experienced some oversupply condition returning poor performances

EXECUTIVE SUMMARY

  • Consolidated pro-forma Net sales H1 2018 total to 469,7 M€, substantially in line with the same period last year
  • Distribution's sales are unchanged but Import & Shipping's revenues move back by approx. 9 M€
  • Adjusted EBITDA is 16,8 M€, up by 1,2 M€ (or +7,8%) vs prior year and representing 3,6% on Net Sales,
  • Distribution segment incremented by 2,6 M€ and more than offset the reduction of Import & Shipping
  • Adjusted EBITDA margin is 3,6%, improving of abt. 30 bps. vs the same period last year
  • Adjusted EBIT is 9,5 M€, 1,2 M€ better than last year thanks to improved Ebitda
  • Net profit is 5,5 M€ and increases by 3,5 M€ compared with LY, excluding the 2017 IFRS 3 impact
  • Total Equity reached ~ 150 M€, primarily due to the period net profit
  • Net Financial Position stands at 52,7 M€ (Net Debt), increasing by 6,2 M€, chiefly as a consequence of
  • seasonal working capital absorption and capex expenditures
  • abt. 2 M€ of dividends

(*) 2017 Pro forma data take into account all the effects of the acquisition carried on during the year 2017. Limited to this purpose, the acquired companies have been assumed fully controlled from Jan. 1,2017. (**) For the first half of 2018, the adjusted EBITDA was considered on a 12-month rolling

basis, ie for the period 1/7/2017 - 30/6/2018.

M€ H1 2018 H1 2017 Total Change
pro-forma(*) Amount %
Net Sales 469,7 473,4 ( 3,7) -0,8%
Adjusted
EBITDA
16,8 15,6 1,2 7,8%
Adjusted
EBITDA Margin
3,6% 3,3% +28 bps.
Adjusted EBIT 9,5 8,4 1,2 13,9%
Net Profit excl. IFRS 3 impact 5,5 2,0 3,5 176,8%
IFRS 3 impact 0,0 18,0 NS NS
Net Profit 5,5 20,0 NS NS
M€ H1 2018 FY 2017 Total Change
Amount %
Net Invested
Capital
202,6 190,2 12,4 6,5%
Total Equity 150,0 143,7 6,2 4,3%
Net Financial Position 52,7 46,5 6,2 13,3%
NFP/ Total Equity 0,35 0,32
NFP/ Adjusted
EBITDA
1,62(**) 1,77

CONSOLIDATED NET SALES

  • Net sales H1 2018 are overall close to 470 M€, a level slightly below last year, equal to -3,7 M€ or –0,8% vs H1 2017 proforma.
  • Distribution Segment is almost flat, comprising a very good sales increase in Spain and of the avocado operation in Mexican balancing the reduction of revenues in Italy and France as a consequence of delays in some seasonal campaigns and in Portugal due to the reposition of volumes towards a more profitable product family (1)
  • Import & Shipping declines by abt. 9 M€, 7,6%, as a result of lower selling prices for imported bananas and pineapples (mainly in Q2 2018) and a deflationary effect on shipping revenues originated by weaker USD against EUR(**) despite rising revenues in USD (currency translation effect is estimated to be negative of abt. 11%) (2)
  • Service/Holding sales decline by 0,3 M€ as a consequence of less intercompany chargebacks (3)
  • Inter Segment eliminations (I/S) negative balance reduces, reflecting an overall diminishment of inter company sales. (4)

NET SALES – SEGMENT REPORTING

M€ H1 2018 H1 2017
pro-forma
Total Change
Distribution 427,0 427,5 ( 0,5) -0,1%
Import & Shipping 111,3 120,5 ( 9,2) -7,6%
Service/Holding 6,3 6,6 ( 0,3) -4,2%
Inter Segment ( 74,9) ( 81,1) 6,2 ns
Net Sales 469,7 473,4 ( 3,7) -0,8%

(*) Internal reporting statistics. Mix calculated on Gross Sales. (**) Avg EUR/USD was 1,21 in H1 2018 vs 1,08 in H1 2017.

11

CONSOLIDATED ADJUSTED EBITDA

  • ADJUSTED EBITDA VARIANCE Adjusted EBITDA H1 2018 is abt. 16,8 M€, 3,6% on net sales, up 1,2 M€ compared with 2017 pro-forma.
  • The overall change is attributable to:
  • Distribution Segment is up by + 2,6 M€, +20%, thanks to good commercial returns in Spain and France and of the avocado operation in Mexico (1)
  • Import & Shipping is down by -1,6 M€, in spite of better profitability of import activities (chiefly in Q1 2018) the market condition of shipping services are still troubled. (2)
  • The key drivers of H1 2018 margin of shipping activities are :
    • ➢ slightly declining freight rate
    • ➢ recovery of carried volumes, +5% vs H1 2017, attaining a loading factor improved to 90% (even if it is still slightly under the 2015-2016 levels)
    • ➢ increased bunker fuel costs, +17% y.o.y, since the average cost, including hedging effect, is abt. 367 USD/Mton compared with 314 USD/Mton of H1 2017
  • Adjusted EBITDA ratio to net sales is 3,6% compared with 3,3% in H1 2017 pro-forma , up approx. 30 bps.:
  • Distribution Segment achieved a profitability ratio of 3,6%, up by abt. 60 bps.
  • Import & Shipping reported a margin of 3% compared with 4% of H1 last year
  • Services/Holding Segment (**) result improved by 0,2 M€, representing -0,44% of total net sales versus -0,48% of prior year

12 (**) Services/Holding Segment result consists mainly of parent company unallocated expenses.

ADJUSTED EBITDA MARGIN – SEGMENT REPORTING

M€ H1 2018 % H12017
pro-forma
% Total Change
Distribution 15,6 3,6% 13,0 3,0% 2,6 20,1%
Import & Shipping 3,3 3,0% 4,9 4,0% (1,6) -32,1%
Service/Holding ( 2,1) ns (2,3) ns 0,2 +7,5%
Adjusted
Ebitda
16,8 3,6% 15,6 3,3% 1,2 7,8%

(*) 2017 Pro forma data take into account all the effects of the acquisition carried on during the year 2017. Limited to this purpose, the acquired companies have been assumed fully controlled from Jan. 1,2017.

CONSOLIDATED NET PROFIT

  • Net Profit is abt. 5,5 M€, the most significant items bridging the Adjusted EBITDA and Net Profit are :
  • Depreciations, Amortizations and Provisions for risks and charges of abt. 7,3 M€, almost unchanged vs PY
  • Net financial expenses of 1,3 M€, lower by 0,3
  • Share of Profit of JV and Associated company attributable to Orsero Group of 0,2 M€, unchanged
  • Non-recurring net items for -0,2 M€
  • Tax for approx. 2,7 M€, a little change of abt. -0,2 M€
    • ➢ To be noted that Orsero group could count on abt. 3,7 M€ of tax assets not considered in H1 2018 results
  • Net Profit, excluding the 2017 IFRS 3 impact, increased by 3,5 M€ compared with last year
  • H1 2017 pro-forma Net Profit was favourably impacted by abt. 18 M€ of one-off/non-cash revaluation, pursuant to IFRS 3 "Step Acquisition" principle, of "fair value" of the shareholdings already owned by Orsero in the JV's acquired

BRIDGE FROM ADJUSTED EBITDA TO NET PROFIT

ADJUSTED EBITDA VARIANCE

M€ H1 2018 H1 2017
pro-forma (*)
Change
EBIT 9,3 6,2 3,1
Fin. Items ( 1,3) ( 1,6) 0,3
Share of Profit of JV/associated 0,2 0,2 ( 0,0)
Tax ( 2,7) ( 2,8) 0,2
Net Profit excluding
IFRS 3
5,5 2,0 3,5
IFRS 3 impact 0,0 18,0 NS
Net Profit 5,5 20,0 NS

(*) 2017 Pro forma data take into account all the effects of the acquisition carried on during the year 2017. Limited to this purpose, the acquired companies have been assumed fully controlled from Jan. 1,2017.

CONSOLIDATED NET EQUITY AND NFP

  • Total Shareholders' Equity is abt. 150 M€, increasing NET EQUITY VARIANCE by abt. 6,2 M€ compared with the end of 2017:
  • Net profit of the period of circa 5,5 M€
  • dividend paid in May 2018 of abt. 2 M€ (0,12 €/share for each outstanding ordinary shares excluding treasury shares)
  • other equity effects for a positive impact of +2,7 M€ (including positive MTM impact of hedging instruments)
  • Group NFP is equal to 52,7 M€, up by abt. 6,2 M€ in NET FINANCIAL POSITION VARIANCE-ILLUSTRATIVE respect to the end of 2017:
  • Substantially neutral cash flow generation, -0,4 M€, consisting of the cash flow from operation and the seasonal absorption of net commercial working capital of abt. 12 M€ compared with 18,8 of last year (excl. M&A effect of 10 M€)
  • Cash capex expenditure of abt. 6 M€ almost entirely in Distribution
  • Other effects of abt. +0,3 M€, including 2 M€ of cash dividend paid.

(*) 2017 Pro forma data take into account all the effects of the acquisition carried on during the year 2017. Limited to this purpose, the acquired companies have been assumed fully controlled from Jan. 1,2017.

14

DISTRIBUTION SEGMENT KEY ECONOMICS - FY 2015-2017 AND H1 2018

DISTRIBUTION PRODUCT MIX

DISTRIBUTION FY 2017 PRO-FORMA (*) SEGMENT – SALES TREND (M€)

13,0 11,1 15,7 19,4 29,1 13,0 15,6 4,7 3,7 9,7 2,6 + 41,4% + 23,6% Internal growth + 74,8% 2015/2017 Ebitda 2,3% 2,8% 3,3% 3,4% ratio + 20% 3,0% 3,6% FY 2015 FY 2016 FY 2017 LFL M&A 2017 FY 2017 Pro-forma H1 2017 Pro-forma H1 2018

DISTRIBUTION SEGMENT – EBITDA TREND (M€)

  • Over the period 2015-2017, sales increased by abt. 360 M€, from 490 M€ in 2015 to over 850 M€ in 2017
  • 100 M€ ( +20,8% 2017 vs 2015)due to internal growth
  • M&A generated roughly 260 M€
  • H1 2018 Distribution Segment sales were flat
  • Product portfolio is well balanced,
  • Banana is the leading reference but with declining importance
  • The geographical scope is focused on Italy (42% of total revenues), Spain (23%) and France (23%)
  • Adj. Ebitda improved more than proportionally compared to sales
  • up by 8,4 M€ on a like-for-like basis (+74,8% FY 2017 vs FY 2015 ), plus 9,7 of M&A contribution FY 2017
  • H1 2018 Ebitda grew by 2,6 M€ (+20% on prior year)
  • Adjusted Ebitda ratio to sales was up from 2,3 % FY 2015 to 3,4% FY 2017 and further strengthened to 3,6% in H1 2018.

DISTRIBUTION GEOGRAPHICAL MIX

(*) Internal reporting statistics.

MID-LONG TERM STRATEGY


Enhance Fresh F&V Distribution, via internal growth and M&A
ORSERO GROUP
Reduce dependence on bananas, increasing the weight of other products

Create commercial synergies on purchases and sales side of Orsero's
Distributing network
-
Increase the operational leverage and cost effectiveness.

Drive a path towards product innovation, launching new value-added product and create a new
service approach to customers to differentiate the product offer, strengthening current initiatives:
-
perfectly ripened and ready-to-eat line of exotic fruit ("Maturi
al punto
giusto")
-
"fresh cut"
Distribution
Segment

Evaluate economic sustainable and accretive investment/partnership into adjacent products (e.g.
dried fruit) and processed fresh produce
-
Sharing of know how
-
Leverage of the Southern-European wide distributing network of Orsero to increase coverage
-
Branding opportunities

Within 5 years targeting a share of distribution sales originating from all new and added-value
product families from ~1% to ~10%

Keep the current position in the Import of green bananas and pineapples, exploiting the
opportunity to grow only in pineapples.
Key topics:
-
Fostering partnership with supplier
-
Monitoring of EUR/USD cross rate
Import & Shipping
Segment

Keep running the 4 specialized reefer vessels, evaluating in the long-run possible solution to contain
the volatility and the exposure to shipping activities.
Key topics:
-
Book-life up to 2024/2025, expected life in use up to 2028/2029
-
Challenge from reefer container competition
-
Challenge from regulation, the IMO MARPOL 2020 regulation : the solutions to curb Sulphur emission are still debated
within the sector. The main options are scrubber installation versus utilization of Lery
Low Sulphur Fuel Oil –"VLSFO"

ANNEXES

CONSOLIDATED INCOME STATEMENT

Amounts
in
€/000
Reported
30/06/2017
% Pro-forma
30/06/2017
(*)
%
Reported
30/06/18
% Pro-forma
31/12/2017
(*)
%
Net
sales
355
081
100,0% 473
439
100,0% 469
.723
100,0% 937.830 100,0%
- cost
of
goods
sold
(326
361)
-91,9% (435
345)
-92,0% (430
152)
-91,6% (859
238)
-91,6%
Gross
Profit
28
.720
8,1% 38
094
8,0% 39
.572
8,4% 78.591 8,4%
- overheads (24
910)
-7,0% (30
864)
-6,5% (31
400)
-6,7% (66
358)
-7,1%
- other
income
and
expenses
(802) -0,2% (1
024)
-0,2% 1
126
0,2% (978) -0,1%
Operating
Result
(Ebit)
3
008
0,8% 6
206
1,3% 9
297
2,0% 11.255 1,2%
- net
financial
expenses
(1
498)
-0,4% (1
578)
-0,3% (1
274)
-0,3% (2
658)
-0,3%
from
investments
- result
1
321
0,4% 18
234
3,9% 190 0,0% 10
984
1,2%
Profit
before
tax
2
831
0,8% 22
862
4,8% 8
212
1,7% 19.582 2,1%
- tax
expenses
(1
961)
-0,6% (2
833)
-0,6% (2
667)
-0,6% (4
499)
-0,5%
profit
from
continuing
operations
Net
870 0,2% 20
029
4,2% 5.545 1,2% 15.083 1,6%
profit
of
"discontinued
operations"
- Net
- 0,0% - - - 0,0%
profit
Net
870 0,2% 20.029 4,2% 5.545 1,2% 15.083 1,6%
- attributable
non-controlling
interests
to
197 197 171 229
- attributable
to
parent
company
673 19
832
375
5
14
854
-Earning
per share
0
055
,
0
317
,
1,026
-Earning
per share
fully
diluted
0
045
,
0
314
,
0
927
,
INCOME
STATEMENT
ADJUSTMENTS:
ADJUSTED
EBITDA
10
604
3,0% 15.594 3,3% 16
806
3,6% 31
337
3,3%
D&A (5
043)
-1,4% (6
105)
-1,3% (6
380)
-1,4% (12
771)
-1,4%
Provisions (633) -0,2% (1
112)
-0,2% (887) -0,2% (2
547)
-0,3%
Non
recurring
Income
512 0,1% 512 0,1% 233 0,0% 654 0,1%
(**)
Non
recurring
Expenses
(2
431)
-0,7% (2
684)
-0,6% (475) -0,1% (5
418)
-0,6%
Operating
Result
(Ebit)
3
008
0,8% 6
206
1,3% 9
297
2,0% 11.255 1,2%

(*) 2017 Pro forma data take into account all the effects of the acquisition carried on during the year 2017. Limited to this purpose, the acquired companies have been assumed fully controlled from Jan. 1,2017. (**) Including LT Incentive plan.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Amounts
in €/000
Reported
30/06/18
Reported
31/12/2017
-
goodwill
and consolidation
adjustments
33.103 33.103
-
other
intangible
assets
8.163 7.956
-
tangible assets
103.558 100.994
-
financial
assets
7.814 7.959
-
other
fixed
assets
1.625 1.489
-
deferred
tax
assets
7.445 7.788
Non-Current Assets 161.708 159.290
-
inventories
43.896 33.498
-
trade receivables
133.869 112.898
-
current tax receivables
16.153 15.564
-
other
current
asset
11.874 8.970
-
cash and cash equivalent
57.926 79.893
Current
Assets
263.717 250.823
Assets
held
for sale
- -
TOTAL ASSETS 425.426 410.113
-
share capital
69.163 69.163
-
reserves
74.156 60.690
-
net result
5.375 12.809
Capital and reserves attributable to Parent Company 148.694 142.662
Non-Controlling
Interest
1.289 1.084
TOTAL SHAREHOLDERS' EQUITY 149.983 143.747
-
non-current financial liabilities
69.999 76.208
-
other
non-current
liabilities
149 166
-
deferred tax liabilities
5.612 5.527
-
provisions for risks and charges
3.010 2.968
-
employees benefits liabilities
8.758 8.785
NON-CURRENT LIABILITIES 87.528 93.655
-
current financial liabilities
43.087 50.192
-
trade payables
122.797 103.395
-
current tax and social security liabilities
8.227 6.201
-
other
current
liabilities
13.804 12.923
CURRENT LIABILITIES 187.915 172.712
Liabilities
held
for sale
- -
19
TOTAL LIABILITIES AND EQUITY
425.426 410.113

SEGMENT REPORTING HIGHLIGHTS - FY 2015-2017 AND H1 2018

CONSOLIDATED NET SALES (M€)

M€ FY 2015 FY 2016 % FY 2017 % H1 2017 % H1 2018 %
y.o.y. (**)
pro-forma
y.o.y. pro-forma y.o.y. y.o.y.
Distribution 490,1 555,7 13,4% 851,6 53,2% 427,5 59,2% 427,0 -0,1%
Import & Shipping 227,4 233,8 2,8% 218,0 -6,8% 120,5 -5,0% 111,3 -7,6%
Service 14,3 13,5 -5,7% 13,4 -0,8% 6,6 3,5% 6,3 -4,2%
Inter Segment
(*)
( 114,4) ( 118,0) 3,1% ( 145,1) 23,0% ( 81,1) 26,7% ( 74,9) -7,7%
Net Sales 617,4 685,0 10,9% 937,8 36,9% 473,4 40,2% 469,7 -0,8%

ADJUSTED EBITDA MARGIN (M€)

M€ FY 2015 % FY 2016 % FY 2017 % H1 2017 % H1 2018 %
to sls to sls pro-forma to sls pro-forma to sls to sls
Distribution 11,1 2,3% 15,7 2,8% 29,1 3,4% 13,0 3,0% 15,6 3,6%
Import & Shipping 21,5 9,5% 24,9 10,6% 7,1 3,2% 4,9 4,0% 3,3 3,0%
Service/Holding ( 4,4) 4,4% ( 5,4) 5,2% ( 4,8) 3,6% ( 2,3) 3,0% ( 2,1) 3,0%
Adjusted
Ebitda
28,2 4,6% 35,2 5,1% 31,3 3,3% 15,6 3,3% 16,8 3,6%

EMPLOYEES (AVERAGE HEADCOUNT)

FY 2015 FY 2016 FY 2017
pro-forma
H1 2017
pro-forma
H1 2018
Distribution 778 762 1.199 1.124 1.171
Import & Shipping 174 172 173 169 171
Service/Holding 98 94 90 96 92
Total Employees 1.050 1.028 1.462 1.389 1.434
Discontinued Op. 947
Grand
total
1.997 1.028 1.462 1.389 1.434

(*) Intersegment eliminations are for the vast majority attributable to the sales of bananas and pineapples sourced by the Import & Shipping Segment to the Distribution Segment.

20 (**) 2017 Pro forma data take into account all the effects of the acquisition carried on during the year 2017. Limited to this purpose, the acquired companies have been assumed fully controlled from Jan. 1,2017.

DEFINITIONS & SYMBOLS

  • HFL = Hermanos Fernández López S.A.
  • EBITDA = Earnings Before Interests Tax Depreciations and Amortizations
  • ADJUSTED EBITDA = Earning Before Interests Tax, Depreciation and Amortization excluding non-recurring items and figurative costs related to LT incentives
  • EBIT = Earnings Before Interests Tax
  • D&A = Depreciations and Amortizations
  • PBT = Profit Before tax
  • NFP = Net Financial Position, if positive is meant debt
  • Bps. = basis points
  • MLT = Medium Long Term
  • M&A = Merger and Acquisition
  • I/S = Inter Segment
  • BC = Business Combination
  • SPAC = Special Purpose Acquisition Company
  • BoD = Board of Directors
  • F&V = Fruit & Vegetables
  • Abt. = about
  • FY = Full Year
  • PY = previous year or prior year
  • H1 = first half (i.e. period 1/1/2018 30/6/2018)

  • LFL = Like for like

  • Y.o.y. = year on year,
  • MTM = Mark to market
  • BAF = Bunker Adjustment Factor
  • Plt. = Pallet
  • NS = Not significant
  • M = million
  • K = thousands
  • = EURO
  • , (comma) = separator of decimal digits
  • . (full stop) = separator of thousands

ORSERO SPA www.orserogroup.it

Edoardo Dupanloup

[email protected] Stock Exchange Information:

Trading Platform : AIM Italia/Mercato Alternativo del Capitale

NOMAD : Banca Akros S.p.A. SPECIALIST: CFO SIM S.p.A.

Shares : ISIN - IT0005138703 Ticker Bloomberg "ORS.IM" / Ticker Thomson Reuters "ORSO.MI"

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