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Orsero

Earnings Release Nov 10, 2022

4276_10-q_2022-11-10_f94acca5-0033-4971-a1a0-ff3ff5fff7dd.pdf

Earnings Release

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Informazione
Regolamentata n.
20078-74-2022
Data/Ora Ricezione
10 Novembre 2022
17:45:19
Euronext Star Milan
Societa' : ORSERO
Identificativo
Informazione
Regolamentata
: 169259
Nome utilizzatore : ORSERON02 - Colombini
Tipologia : REGEM
Data/Ora Ricezione : 10 Novembre 2022 17:45:19
Data/Ora Inizio
Diffusione presunta
: 10 Novembre 2022 17:45:21
Oggetto : Orsero S.p.A. - PR 9M 2022 Results
Testo del comunicato

Vedi allegato.

Press Release

THE BOARD OF DIRECTORS APPROVES THE CONSOLIDATED RESULTS AT 30 SEPTEMBER 2022

THE RESULTS OF THE FIRST 9 MONTHS CONFIRM THE RESILIENCE OF THE GROUP'S BUSINESS MODEL IN A MACROECONOMIC CONTEXT OF GROWING COMPLEXITY WITH UNPRECEDENTED INFLATIONARY PRESSURES

CONSOLIDATED GROWTH IN GROUP'S PROFITABILITY COMBINED WITH A CONSTANT OPERATING CASH GENERATION THAT FURTHER STRENGTHENS THE EQUITY AND FINANCIAL STRUCTURE

REVISED GUIDANCE FY 2022 CONFIRMED1

  • TOTAL REVENUES OF € 894.3 MILLION, UP BY MORE THAN 13.3% COMPARED TO 9M 2021
  • ADJUSTED EBITDA EQUAL TO € 58.4 MILLION, +39.7% VS 9M 2021 THANKS TO THE EXCELLENT PERFORMANCE OF THE SHIPPING BU AND THE GOOD RESULTS OF THE DISTRIBUTION BU DESPITE THE SPIKE RECORDED IN ENERGY COSTS
  • EBITDA MARGIN EQUAL TO 6.5% WITH AN IMPROVEMENT OF +123 BPS. VS 9M 2021
  • NET PROFIT OF € 29.7 MILLION WITH A GROWTH OF 92.8% COMPARED TO 9M 2021
  • NET FINANCIAL POSITION OF € 76.0 MILLION, AN IMPROVEMENT COMPARED TO € 84.3 MILLION AT 31 DECEMBER 2021 THANKS TO THE EXCELLENT OPERATING CASH GENERATION, EVEN IN THE PRESENCE OF A CONSPICUOUS INCREASE IN RIGHT OF USE RELATING TO IFRS16 (€ 14.4 MILLION NON-CASH EFFECT ON NFP)
€ Million 9M 2022 9M 2021 Changes %
Net Revenues 894.3 789.0 105.3 13.3%
Adjusted EBITDA3 58.4 41.8 16.6 39.7%
Adjusted EBITDA Margin 6.5% 5.3% +123 Bps.
Adjusted EBIT4 36.4 21.2 15.3 72.3%
EBIT 34.3 21.4 12.9 60.3%
Adjusted Net Profit5 31.4 15.3 16.1 105.5%
Net Profit 29.7 15.4 14.3 92.8%
Adjusted EBITDA Excl. IFRS 166 48.1 36.1 12.0 33.2%

Consolidated summary results2

1 Revised Guidance announced on September 12, 2022, which does not take into account the effects relating to the agreements announced on July 27 for the acquisition of two strategic companies in the distribution of fresh fruit and vegetables in France.

2 Data that do not take into account the effects of IFRS 16 accounting principle are reported as "Excl. IFRS 16".

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 It does not include income and expenses of a non-recurring nature and costs related to the rewarding of Top Management.

5 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.

6 It does not include depreciation, provisions, exchange differences, non-recurring income and charges and costs related to the rewarding of Top Management.

€ Million 30.09.2022 31.12.2021
Net Equity 201.9 175.9
Net Financial Position 76.0 84.3
NFP/Net Equity 0.38 0.48
NFP/Adjusted EBITDA 1.09 1.59
Net Financial Position Excl. IFRS 16 32.3 45.3

Milan, 10 November 2022 – The Board of Directors of Orsero S.p.A. (Euronext STAR Milan, ORS:IM) on today's date approved the consolidated financial results at 30 September 2022.

***

Raffaella Orsero, CEO of Orsero, and Matteo Colombini, Co-CEO and CFO of Orsero, commented: "The Group closed in a positive way also this third quarter, consolidating the growth in terms of both net revenues and profitability. The Distribution BU confirms its resilience, recording an average sales price level that has largely absorbed the conspicuous inflationary impacts on supply chains and overheads, in particular for the energy costs component which reached in the summer quarter record levels that have never been recorded before. The Shipping BU continues to provide important support to the Group's profitability, thanks to the operational efficiency and a favourable market context, as further proof of the quality of the business model and of the complementarity between the two business units.

The excellent economic results of the Group are enablers for the continuation of the growth project that will see its next step in the finalization of the two important acquisitions in France which we hope to see completed by the end of the current year".

***

CONSOLIDATED ECONOMIC SUMMARY DATA AS OF 30 SEPTEMBER 2022

Net Revenues, equal to € 894.3 million, are up by about 13.3% compared to € 789.0 million recorded in 9M 2021, with a growth that is confirmed to be very strong both for the Distribution BU (+10.4%) and, even more significantly, for the Shipping BU (+41.3%).

The Adjusted EBITDA, equal to € 58.4 million, up 39.7% compared to € 41.8 million in the first 9 months of 2021, with an excellent Adjusted EBITDA Margin of 6.5%, up by 123 bps compared to the same period of 2021.

The Adjusted EBIT of about € 36.4 million grows by 72.3% compared to the € 21.2 million achieved in the first 9 months of 2021.

The Adjusted Net Profit7 amounts to € 31.4 million compared to € 15.3 million recorded in the first 9 months of 2021, with a significant increase of € 16.1 million (+105.5%) mainly thanks to the increase in the operating margin and the limited tax burden (due to the adoption of the "tonnage tax").

7 The result is calculated net of non-recurring items (equal to a loss of approximately € -1.1 million in 9M 2022 and a profit of approximately € +0.3 million in 9M 2021) and costs relating to the portion attributable to 9M 2022 of Top Management rewarding in 2020 and 2021 (equal to approximately € -0.6 million in 9M 2022 and € -0.15 million in 9M 2021), including the related estimated tax effects.

The Net profit stands at € 29.7 million with a considerable increase of € 14.3 million (+92.8% approximately) compared to a profit of € 15.4 million in the first 9 months of 2021.

***

CONSOLIDATED BALANCE SHEET SUMMARY DATA AS OF 30 SEPTEMBER 2022

The Total Shareholders' Equity is equal to € 201.9 million, with an increase of about € 26.0 million compared to the Total Shareholders' Equity as at December 31, 2021, equal to € 175.9 million.

The Net Financial Position8 is equal to € 76.0 million at 30 September 2022 compared to € 84.3 million at 31 December 2021, which include IFRS 16 liabilities respectively equal to € 43.7 million (at 30 September 2022) and € 39.1 million (at 31 December 2021). The improvement, corresponding to a reduction of approximately € 8.3 million, is the result of the significant cash generation deriving from operating activities for about € 38.9 million, balanced mainly by operating investments of the period for approximately € 9.6 million, higher rights of use IFRS 16 equal to approximately € 14.4 million, the payment of the dividend for a total of about € 5.2 million (0.30 euros/share) and the repurchase of treasury shares for approximately € 2.2 million.

***

Revenues - Thousands of € 9M 2022 9M 2021
"Distribution" Segment 817,030 739,920
"Shipping" Segment 106,029 75,031
"Holding & Services" Segment 8,653 7,501
Adjustment intra-segment (37,421) (33,464)
Revenues 894,291 788,988
Adjusted EBITDA - Thousands of € 9M 2022 9M 2021
"Distribution" Segment 26,120 29,372
"Shipping" Segment 37,973 17,696
"Holding & Services" Segment (5,678) (5,247)
Adjusted EBITDA 58,415 41,821
Adjusted EBITDA Excl. IFRS 169 48,058 36,085

CONSOLIDATED ECONOMIC DATA AS AT 30 SEPTEMBER 2022 BY BUSINESS UNIT

The Distribution segment achieved net revenues of € 817.0 million, an increase of approximately € 77.1 million compared to the first 9 months of 2021 (+10.4%) deriving from a significant increase in average unit sales prices facing slightly declining volumes.

The Adjusted EBITDA is approximately € 26.1 million, decreasing compared to € 29.4 million recorded in the first 9 months of 2021, in consideration of the increase in the cost structure of the sector - in particular as regards the energy costs associated to the Group's distribution structures in Europe and the weakening of

8 The NFP data already includes the effects of IFRS 16.

9 The positive effect of IFRS 16 on Adjusted Ebitda in 9M 2022 amounts to about € 10.4 million, divided into € 3.4 million for the Distribution BU, € 6.6 million for the Shipping BU and € 0.4 million for the Holding & Services BU. It should be remembered that in 9M 2021, the same values were equal to about € 5.7 million, divided into about € 3.2 million for the Distribution BU, about € 2.3 million for the Shipping BU and about € 0.3 million for BU Holding & Services.

the Euro vs the US dollar which had repercussions on the costs of importing the banana product - which only partially managed to pass through sales prices. The Adjusted Ebitda Margin remained at a good level, equal to 3.2% of net revenues.

The Shipping segment generated net revenues of € 106.0 million, showing an increase of approximately € 31.0 million (+41.3%) compared to 30 September 2021, due to the increase in sea freight rates starting from January 2022 and the favourable evolution of the dollar exchange rate, the currency in which sea freight rates are typically denominated.

The Adjusted EBITDA, equal to about € 38.0 million, grows significantly (+114.6%) compared to the € 17.7 million of the first 9 months of 2021, achieving an Adjusted EBITDA Margin of 35.8% of net revenues, in consideration of the above.

The Holding & Services segment achieved net revenues of € 8.7 million and a negative Adjusted EBITDA of € 5.7 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.

***

MAIN SIGNIFICANT EVENTS OCCURRED DURING THE FIRST 9 MONTHS OF 2022

On 11 January 2022 Orsero announced the launch of a further treasury share buyback program in execution of the resolution of the Shareholders' Meeting of 29 April 2021. This program ended on 25 January 2022: in the period between 12 and 25 January (inclusive) a total of 25,000 treasury shares were purchased, for an average unit price of € 10.9145 and for a total value of approximately € 273 thousand (including commissions to the broker in charge of the execution of the program).

On 2 February 2022 Orsero presented his first Strategic Sustainability Plan, with medium/long - term goals in line with the Sustainable Development Goals of the 2030 United Nations Agenda. The Plan, approved by the Board of Directors of Orsero, was created with the aim of combining business growth with social and environmental sustainability.

The Shareholders' Meeting on 28 April 2022 resolved, inter alia: (i) the distribution of an ordinary dividend of € 0.30 per share for a total amount of about € 5.2 million, whose payment was made on 11 May 2022; (ii) the renewal of the authorization to the Board of Directors to purchase ordinary treasury shares, also in several tranches, for a period of 18 months and for a maximum number of shares which does not exceed the maximum value of € 4 million; and the authorization to dispose of treasury shares held without time limits and for all the purposes permitted by law.

On 10 June 2022 Orsero announced the launch of a buy-back program, in execution of the authorization of the Shareholders' Meeting. This program ended on 22 July 2022: in the period between 10 June and 22 July (inclusive), a total of 150,000 treasury shares were purchased, at an average unit price of € 12.9504 and for a total value of approximately € 1,944 thousand (including commissions to the broker in charge of the execution of the program).

At the date of this press release, considering all the above purchases, Orsero holds a total of no. 477,514 treasury shares equal to 2.70% of the share capital. The companies controlled by Orsero do not hold shares of the parent company.

On 27 July 2022 Orsero announced that two important exclusive agreements were signed for the purchase respectively of: (i) 80% of the capital of Blampin S.a.s., the operating holding at the head of a group focused on the wholesale distribution in France of high-end fresh fruit and vegetables, through a network of sales platforms located in the main general wholesale markets, for a consideration of € 32 million in addition to an earn-out of a maximum of overall € 8.0 million, and (ii) 100% of the share capital of CAPEXO S.a.s., operator specialized in the import and marketing in France of a large basket of exotic fruit and vegetables under the Lilot Fruits brand, for an expected consideration of approximately € 33 million plus earn-out of maximum approx. overall € 11.6 million.

On 4 August 2022 Orsero announced the signing of a ESG linked medium/long-term loan agreement 2022- 2028 for a total amount of € 90 million, with a pool of leading European banks. The funds thus obtained will be used, among other things, to support the acquisition process of the companies referred to above. For further information, please refer to the Company's press release of 4 August 2022 available on the Orsero website.

***

MAIN SIGNIFICANT EVENTS OCCURRED AFTER THE END OF THE FIRST 9 MONTHS 2022

On 10 October 2022 Orsero announced the signing of the share purchase agreement (SPA) for the purchase of 100% of the share capital of the company CAPEXO S.a.s. and informed that the due diligence and negotiation of the final agreements for the purchase of 80% of the capital of Blampin S.a.s. are in progress. The closing of both operations is expected by the end of 2022, subject to the fulfillment of the respective conditions precedent, in particular obtaining a favorable antitrust opinion and the fulfillment of the obligations under the foreign investment regulations in France. For further information, please refer to the Company's press releases dated 27 July and 10 October 2022 available on the Orsero website.

***

BUSINESS OUTLOOK: GUIDANCE 2022

Please note that, on the basis of the approved budget projections for the FY 2022, in line with its practice of dialogue with shareholders, on 1 February 2022 the Company announced the Guidance on the main economic and financial indicators expected for the current FY, which were updated on 12 September 2022 when the H1 2022 financial data was released.

Making reference to the positive performance in the first nine months of 2022, the Company believes that it can confirm the main economic and financial indicators envisaged in the FY 2022 Guidance. Here below the main consolidated projected indicators:

Revised Guidance FY 202210 (Sep. 2022):

  • Net Revenues between € 1,130 million and € 1,160 million;
  • Adjusted EBITDA11 between € 67 million and € 70 million12;
  • Net profit13 between € 32 million and € 34 million;

10 Constant scope of consolidation excluding possible M&A transactions. The Company reserves the right to update the FY 2022 Guidance at the finalization of the acquisitions and in relation to their timing.

11 It does not include depreciation, amortizations, non-recurring provisions and expenses, including any notional costs of long-term incentive plans. 12 Excluding the IFRS 16 effect, between € 54 million and € 57 million.

13 It does not include effects related to transaction costs related to M&A transactions and any notional costs of long-term incentive plans.

  • Net Financial Position between € 63 million and € 68 million14;
  • Investments in operating fixed assets between € 13 million and € 14 million15, of which € 3.7 million related to the multi-year sustainability plan.

Please note that the Guidance and its revision were drawn up on a like-for-like basis of 2021 scope and therefore do not take into account the effects deriving from the agreements announced on July 27, relating to the acquisition of the two strategic companies in the distribution of fresh fruit and vegetables in France as referred to in the previous section.

The estimates consider – as far as possible today – a still very uncertain current and prospective macroeconomic and social context due to the pandemic situation, to the ongoing conflict in Ukraine and the repercussions of the same events on the economy which has seen an inflationary pressure by cost unparalleled in the last 25 years, in addition of course to the geopolitical risks that are currently impossible to determine.

The management and the Company constantly monitor the main economic, equity and market indicators in order to be able to promptly react to any new scenarios that are currently not foreseeable, and which will be communicated to shareholders if they involve a significant deviation of the Group's results compared to the FY 2022 Guidance.

***

FILING OF DOCUMENTS

A brief presentation of the consolidated Results of 9M 2022, 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 September 2022 will be made available to the public in accordance with the law through publication on the institutional website www.orserogroup.it , section "Investors/Financial Documents" and on the authorized storage system eMarket Storage () other than at the registered office in Milan, via Vezza d'Oglio 7.

The Manager in charge of preparing the corporate accounting documents of Orsero S.p.A., Mr. Giacomo Ricca 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 9M 2022 will be presented to the financial community on 11 November 2022 during a conference call at 9.30 CET (UTC +01:00).

For information, please contact the references at the bottom of this press release.

***

14 Excluding the IFRS 16 effect, between € 26 million and € 31 million.

15 Excluding the increase in fixed assets due to the application of IFRS 16.

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. – Divisione IMI Largo Mattioli 3 - 20121 – Milano

ANNEXES

ORSERO GROUP - CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2022

Thousands of € 30.09.2022 31.12.2021
ASSETS
Goodwill
Intangible assets other than Goodwill
Property, plant and equipment
Investments accounted for using the equity method
Non-current financial assets
Deferred tax assets
NON-CURRENT ASSETS
48,245
9,663
166,876
18,584
6,020
9,186
258,573
48,245
9,022
164,407
14,753
6,243
8,492
251,161
Inventories 47,930 43,333
Trade receivables 141,517 113,677
Current tax assets 16,728 11,254
Other receivables and other current assets 19,245 14,182
Cash and cash equivalents 65,280 55,043
CURRENT ASSETS 290,700 237,489
Non-current assets held for sale - -
TOTAL ASSETS 549,273 488,650
EQUITY
Share Capital
Other Reserves and Retained Earnings
Profit/loss attributable to Owners of Parent
Equity attributable to Owners of Parent
69,163
102,393
29,340
200,897
69,163
87,733
18,290
175,186
Non-controlling interests 1,018 668
TOTAL EQUITY 201,915 175,854
LIABILITIES
Financial liabilities
Other non-current liabilities
Deferred tax liabilities
Provisions
Employees benefits liabilities
NON-CURRENT LIABILITIES
Financial liabilities
Trade payables
Current tax liabilities
109,759
808
4,883
5,248
9,689
130,387
35,633
149,984
6,360
98,248
1,057
4,081
5,326
9,761
118,473
42,518
126,854
4,142
Other current liabilities 24,994 20,811
CURRENT LIABILITIES 216,970 194,324
Liabilities directly associated with non-current assets held for sale - -
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 549,273 488,650

ORSERO GROUP - CONSOLIDATED INCOME STATEMENT FOR THE PERIOD ENDED 30 SEPTEMBER 2022

Thousands of € 9M 2022 9M 2021
Net sales 894,291 788,988
Cost of sales (805,038) (716,820)
Gross profit 89,252 72,168
General and administrative expense (55,595) (51,966)
Other operating income/expense 652 1,195
Operating result 34,310 21,398
Financial income 275 223
Financial expense and exchange rate differences (4,325) (2,983)
Other investment income/expense 7 10
Share of profit/loss of associates and joint ventures accounted for
using equity method
1,854 645
Profit/loss before tax 32,122 19,292
Income tax expense (2,468) (3,909)
Profit/loss from continuing operations 29,653 15,383
Profit/loss from discontinued operations - -
Profit/loss for the period 29,653 15,383
Profit/loss attributable to non-controlling interests 313 193
Profit/loss attributable to Owners of Parent 29,340 15,190

ORSERO GROUP - CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 30 SEPTEMBER 2022

Thousands of € 9M 2022 9M 2021
A. Cash flows from operating activities (indirect method)
Profit/loss for the period 29,653 15,383
Adjustments for income tax expense 2,468 3,909
Adjustments for interest income/expense 2,615 2,538
Adjustments for provisions 1,036 1,867
Adjustments for depreciation and amortisation expense 20,932 18,797
Change in inventories (4,597) (8,542)
Change in trade receivables (28,130) (14,251)
Change in trade payables 23,130 28,280
Change in other receivables/assets and in other liabilities (3,617) (2,659)
Interest received/(paid) (2,193) (1,988)
(Income taxes paid) (2,413) (2,376)
Cash flow from operating activities (A) 38,885 40,957
B. Cash flows from investing activities
Purchase of property, plant and equipment (22,598) (12,503)
Proceeds from sales of property, plant and equipment 442 4,215
Purchase of intangible assets (1,886) (1,441)
Proceeds from sales of intangible assets - 181
Purchase of interests in investments accounted for using equity
method (4,174) (1,245)
Proceeds from sales of investments accounted for using equity 344 604
method
Purchase of other non-current assets - (693)
Proceeds from sales of other non-current assets 902 -
(Acquisitions)/disposal of investments in controlled companies,
net of cash - -
Cash Flow from investing activities (B) (26,970) (10,880)
C. Cash Flow from financing activities
Increase/decrease of financial liabilities (6,508) (3,582)
Drawdown of new long-term loans 49,202 5,544
Pay back of long-term loans (40,780) (18,566)
Capital increase and other changes in increase/decrease 3,830 1,968
Disposal/purchase of treasury shares (2,215) (200)
Dividends paid (5,206) (3,594)
Cash Flow from financing activities (C) (1,677) (18,430)
Increase/decrease in cash and cash equivalents (A ± B ± C) 10,237 11,647
Cash and cash equivalents at 1° January 22-21 55,043 40,489
Cash and cash equivalents at 30 September 22-21 65,280 52,135

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