Earnings Release • Sep 26, 2010
Earnings Release
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27 September 2010
This document contains forward looking statements which reflect management's current views and estimates.
The forward looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those contained in the forward looking statements. Potential risks and uncertainties include such factors as general economic conditions, foreign exchange fluctuations, competitive product and pricing pressures and regulatory developments.
1 Based on EUR 0.3660 per share converted at the foreign exchange rate of one Euro to CHF 1.3121 on 23 September 2010, the date of approval of the ARYZTA financial statements.
Operations in Europe, North and South America, South East Asia, Australia and New Zealand
Origin listed on the AIM in London (AIM; OGN) and ESM in Dublin (ESM; OIZ)
EUR 2.4 bn 1 Pro forma TTM revenue to July 2010 (including completed acquisitions of Fresh Start Bakeries and Great Kitchens), translated at USD-EUR rate of 1.38.
45%
1 Pro forma TTM revenue to July 2010 (including completed acquisitions of Fresh Start Bakeries and Great Kitchens), translated at USD-EUR rate of 1.38. Morning Goods
Other Foodservice
26%
1 Pro forma TTM revenue to July 2010 (including completed acquisitions of Fresh Start Bakeries and Great Kitchens), translated at USD-EUR rate of 1.38.
Food Europe has market positions in speciality baking in Switzerland, Germany, Poland, the UK, Ireland, France, Sweden and Spain. ARYZTA has a mixture of business to business and consumer brands including Hiestand, Cuisine de France, Delice de France, Coup de Pates and Fresh Start Bakeries.
1 Pro forma TTM revenue, EBITDA and EBITA to July 2010 (including completed acquisition of Fresh Start Bakeries), translated at USD-EUR rate of 1.38.
(Including Fresh Start Bakeries)
Food North America has market positions in speciality baking in the United States and Canada. ARYZTA has a mixture of business to business and consumer brands including Otis Spunkmeyer, La Brea Bakery, Fresh Start Bakeries, Pennant Foods, Sweet Life and Great Kitchens.
ARYZTA has embryonic speciality bakery businesses in Japan, Malaysia, Brazil, Australia and New Zealand, with joint venture operations in Chile and Guatemala. This gives ARYZTA an excellent opportunity to understand the customer diversity and opportunity in these vast markets.
Hiestand offers a broad range of innovative bakery products (croissants, bread, rolls, pastries, snacks, pretzels) and the comprehensive services to actively promote sales. Hiestand provides added value for business to business customers.
Through the close-knit logistical and distribution network, assurance is given that products sold to customers are consistently 'fresher than fresh'.
Hiestand operates within the Food Europe and Food Rest of World markets. www.hiestand.ch
Cuisine de France offers the consumer traditional French breads, pastries and also a wide range of continental-style breads, confectionery and hot savoury items.
Cuisine de France provides a complete bake-off solution primarily to the retail industry, as well as staff training and category management to enable the timely delivery of ready-to-bake products.
Cuisine de France operates within the Food Europe market. www.cuisinedefrance.com
Delice de France supplies high quality continental breads, viennoiserie, savoury and confectionery products, including hospitality goods, primarily to the foodservice and catering industry.
The business offers premium solutions tailored to meet future customer and consumer needs. It is the UK's leading provider of innovative and authentic continental bakery products to the foodservice trade.
Delice de France operates within the Food Europe market. www.delicedefrance.co.uk
Coup de Pates is the principal brand of Groupe Hubert, a leading developer and distributor of bakery products to the bakery, craft and foodservice sectors in France.
Groupe Hubert offers its customers bread, viennoiserie, patisserie, traiteur and reception products.
Coup de Pates operates within the Food Europe market.
www.coupedepates.fr
Fresh Start Bakeries (incorporating Pennant Foods and Sweet Life) is a global supplier of speciality bakery products with a leading position in the quick service restaurant (QSR) segment.
Fresh Start Bakeries operates within the Food Europe, Food North America and Food Rest of World markets. www.freshstartbakeries.com
Pennant Foods is a leading provider of speciality bakery products and solutions to the North American QSR, foodservice and retail in-store bakery channels.
Pennant Foods operates within the Food North America market. www.pennantfoods.com
Sweet Life is a leading innovator and manufacturer of sweet baked goods servicing the North American and Asian QSR channel.
Sweet Life operates within the Food North America market. www.sweetlifeinc.com
La Brea Bakery is widely credited as the pioneer and leader of the artisan bread movement in America.
La Brea Bakery offers a wide assortment of rustic breads ranging from baguettes and loaves to sandwich and dinner rolls.
La Brea Bakery operates within the Food North America market. www.labreabakery.com
Otis Spunkmeyer is a leading, premium fresh baked goods brand in its US market categories.
An iconic brand, it has strong recognition and awareness across a national customer base in the foodservice and retail channels.
Otis Spunkmeyer operates within the Food North America market. www.spunkmeyer.com
Great Kitchens is a leading supplier of pizza and appetisers with a focus on the deli segment of the North American retail grocery channel.
Great Kitchens operates within the Food North America market. www.gkitchens.com
ARYZTA AG is the majority shareholder (71.4 %) in Origin Enterprises plc, which has a listing on the AIM in London and the ESM in Dublin (AIM:OGN, ESM:OIZ). As of 24 September 2010, Origin had a market capitalisation of €368m (133m shares at €2.77), valuing ARYZTA's holding at circa €263m (95m shares at €2.77).
Origin is a leading agri-services company focused on integrated agronomy services, feed ingredients and fertilizers, with operations in Ireland, the UK, Norway, Poland and Ukraine. www.originenterprises.com
| in Euro `000 | July 2010 | July 2009 | % |
|---|---|---|---|
| Group revenue | 3,009,726 | 3,212,270 | (6.3) |
| Group operating profit1 | 272,973 | 280,409 | (2.7) |
| Share of associates and JVs2 | 31,613 | 17,525 | |
| Operating profit incl. associates and JVs1 | 304,586 | 297,934 | 2.2 |
| Finance cost, net | (51,485) | (50,652) | |
| Pre-tax profits1 | 253,101 | 247,282 | |
| Income tax1 | (41,598) | (45,085) | |
| Non-controlling interest3 | (17,624) | (17,649) | |
| Underlying fully diluted net profit | 193,879 | 184,548 | 5.0 |
| Underlying fully diluted EPS (cent)4 | 244.0c | 234.7c | 4.0 |
1 Before impact of non SAP related intangible amortisation, transaction costs, non-recurring items and related tax credits. SAP amortisation for the financial year 2010 is €634,000 (2009: nil).
2 Associates & JVs profit net of tax and interest.
3 Presented after dilutive impact of Origin management incentives, non-recurring items and related tax credits.
4 Actual 2010 underlying fully diluted EPS is calculated using the weighted average number of shares in issue of 79,443,701 (2009: 78,626,718).
| in Euro million | Food Europe | Food N. America |
Food Rest of World |
Total Food Group |
Origin1 | Total |
|---|---|---|---|---|---|---|
| Group revenue | 1,072.0 | 571.6 | 35.8 | 1,679.4 | 1,330.3 | 3,009.7 |
| Underlying growth | (8.2) % | (4.3) % | 8.4 % | (6.7) % | (10.8) % | (8.6) % |
| Acquisitions3 | 2.0 % | 8.4 % | 57.2 % | 4.8 % | 0.2 %2 | 2.6 % |
| Currency | 0.5 % | (1.1) % | 9.9 % | 0.0 % | (0.7) % | (0.3) % |
| Revenue Growth | (5.7) % | 3.0 % | 75.5 % | (1.9) % | (11.3) % | (6.3) % |
1 Origin revenue is presented after deducting intra group sales between Origin and Food Group.
2 Includes the impact of Origin's disposal of its Marine Protein and Oils business in February 2009 which is now recognised as part of joint ventures.
3 Acquisitions includes the impact of seven weeks revenue from Great Kitchens and three weeks revenue from Fresh Start Bakeries.
| in Euro `000 | July 2010 | July 2009 | % |
|---|---|---|---|
| Food Group1 | |||
| Food Europe | 131,245 | 135,103 | (2.9) |
| Food North America | 69,911 | 67,481 | 3.6 |
| Food Rest of World | 5,963 | 2,123 | 180.9 |
| Total Food Group | 207,119 | 204,707 | 1.2 |
| Origin | 65,854 | 75,702 | (13.0) |
| Total Group | 272,973 | 280,409 | (2.7) |
| Associates & JVs2 | |||
| Food North America | 20,041 | 13,808 | 45.1 |
| Origin | 11,572 | 3,717 | 211.3 |
| Total associates & JVs | 31,613 | 17,525 | 80.4 |
| Total operating profit | 304,586 | 297,934 | 2.2 |
1 Before impact of non SAP related intangible amortisation, transaction costs, non-recurring items, and includes other income of €82,000. SAP amortisation for the financial year 2010 is €634,000 (2009: nil).
2 Associates & JVs profit net of tax and interest.
15% of underlying fully diluted EPS
244 cent x 15% = 36.6 cent (CHF 0.48021 )
Shareholder approval 2 December 2010 (General assembly)
Expected ex-date 27 January 2011
Payment date 1 February 20112
1 Based on EUR 0.3660 per share converted at the foreign exchange rate of one Euro to CHF 1.3121 on 23 September 2010, the date of approval of the ARYZTA financial statements.
| in Euro `000 | July 2010 | July 2009 | % |
|---|---|---|---|
| Group revenue | 1,679,417 | 1,712,754 | (1.9) |
| Group operating profit1 | 207,119 | 204,707 | 1.2 |
| Operating margin | 12.3 % | 12.0 % | |
| Share of JVs2 | 20,041 | 13,808 | |
| Operating profit incl. JVs1 | 227,160 | 218,515 | 4.0 |
| Finance costs, net | (36,272) | (33,299) | |
| Pre-tax profits1 | 190,888 | 185,216 | |
| Income tax1 | (30,571) | (32,845) | |
| Non-controlling interest | (2,630) | (3,035) | |
| Underlying net profit | 157,687 | 149,336 | 5.6 |
1 Before impact of non SAP related intangible amortisation, transaction costs, non-recurring items and related tax credits. SAP amortisation for the financial year 2010 is €634,000 (2009: nil).
2 Share of profit of joint ventures is presented after interest and tax.
| in Euro `000 | July 2010 | July 2009 |
|---|---|---|
| EBIT | 160,252 | 161,724 |
| Amortisation | 47,450 | 42,983 |
| EBITA1 | 207,702 | 204,707 |
| Depreciation | 60,363 | 54,628 |
| EBITDA | 268,065 | 259,335 |
| Working capital movement from debt factoring | 21,554 | – |
| Working capital movement | 3,264 | 24,675 |
| Dividends received2 | 24,158 | 18,830 |
| Maintenance capital expenditure | (10,330) | (15,047) |
| Interest & tax | (54,224) | (53,562) |
| Other3 | (1,469) | 2,126 |
| Cash flows generated from activities | 251,018 | 236,357 |
| Underlying net profit4 | 157,687 | 149,336 |
| Depreciation | 60,363 | 54,628 |
| 218,050 | 203,964 | |
| Net underlying cash earnings conversion % | 115.1 % | 115.9 % |
1 Food Group EBITA is shown before other income of €51,000 and deduction of SAP related amortisation. SAP amortisation for the financial year 2010 is €634,000 (2009: nil).
2 Includes dividends received from Origin of €7,600,000.
3 "Other" comprises predominately of non-cash share-based charges and government grants amortisation.
4 Underlying net profit before impact of non SAP related amortisation, transaction costs, non-recurring items and related tax credits.
| in Euro `000 | Food Group |
|---|---|
| Food Group opening net debt as at 31 July 2009 | (505,504) |
| Cash flows generated from activities | 251,018 |
| Cost of acquisitions (incl. transaction costs and net debt acquired) |
(860,313) |
| Share placement | 115,001 |
| Investment capital expenditure | (46,546) |
| Deferred consideration | (2,128) |
| Dividends paid | (30,599) |
| Foreign exchange movement1 | (33,148)1 |
| Other | (3,404) |
| Food Group closing net debt 31 July 2010 | (1,115,623) |
| Net debt to EBITDA2 | 2.96x2 |
1 Foreign exchange movement is primarily attributable to the fluctuation in the US Dollar between July 2009 (1.4252) and July 2010 (1.3079).
2 Food Group net debt to EBITDA ratio based on banking facility covenant definition (EBITDA including pro forma TTM contribution from Fresh Start Bakeries and Great Kitchens and dividend contribution from Canadian JV). Food Group net debt to EBITDA ratio based on Private Placement covenant definition (EBITDA including pro forma TTM contribution from Fresh Start Bakeries and Great Kitchens, EBITDA contribution from Canadian JV and excluding non-recurring items) is 2.84x.
– weighted average maturity c. 7.1 years
Term Debt Maturity Profile of Gross Debt1 Gross Term Debt Maturity Profile1
| 2011 | ||
|---|---|---|
| 2012 | ||
| 2013 | 4% | |
| 2014 | 8% | |
| 2015 | 40% | |
| 2016 | 2% | |
| 2017 | 14% | |
| 2018 | 3% | |
| 2019 | 3% | |
| 2020 | 2% | |
| 2021 | 8% | |
| 2022 | 10% | |
| 2025 | 2% | |
| 2030 | 4% |
1 Profile of term debt maturity is set out based on the Group's financial year end. Food Group gross term debt at 31 July 2010 is €1.4bn (excluding overdrafts of €42.8m). Total Food Group net debt at 31 July 2010 is €1.1bn.
| Description | Principal1 | Maturity2 |
|---|---|---|
| May 2010 – Syndicated Bank Loan |
CHF 600m | Dec 2014 |
| May 2010 – US Private Placement | USD 420m / EUR 25m | May 2013 – May 2022 |
| Dec 2009 – US Private Placement | USD 200m | Dec 2021 – Dec 2029 |
| Nov 2009 – Swiss Bond | CHF 200m | March 2015 |
| Jun 2007 – US Private Placement | USD 450m | June 2014 – June 2019 |
1 Average Interest cost c. 4.24 %
2 Current weighted average maturity c. 7.1 years
| Key Covenant | |
|---|---|
| Net debt: EBITDA (not greater than) | 3.5 times |
| in Euro million | Food Europe¹ |
Food N. America |
Food Rest of World |
Total Food Group |
Origin | Total |
|---|---|---|---|---|---|---|
| 2010 | ||||||
| Group share net assets1 | 1,427 | 1,281 | 230 | 2,938 | 3824 | 3,320 |
| EBITA & associates/JVs cont.2 | 141 | 137 | 23 | 301 | 77 | 378 |
| ROI | 9.9 % | 10.7 %3 | 10.0 % | 10.2 % | 20.3 % | 11.4 % |
| 2009 | ||||||
| Group share net assets | 1,292 | 638 | 4 | 1,934 | 3874 | 2,321 |
| EBITA & associates/JVs cont.2 | 135 | 81 | 3 | 219 | 79 | 298 |
| ROI | 10.4 % | 12.7 % | 56.7% | 11.3 % | 20.4 % | 12.8 % |
1 Net assets exclude all bank debt, cash and cash equivalents and tax related balances.
Consideration of CAD 475m
Expected closing by December 2010
Facilities located in Taiwan, Singapore, Malaysia and Brazil
Total investments in the order of USD 48m over the course of FY2011
Treated as equity for banking facility covenant purposes and IFRS
5.1 % underlying revenue decline over last two years
170bps increase over last two years
Underlying fully diluted EPS growth of 20.6% over last two years
€487m generated over last two years
Economic conditions weak
Supporting customers to reposition value proposition
Stable revenues
Growth in new customers offsetting declines in existing customers
New field sales staff focused on independent segment (bakeries, boulangeries and independent restaurants)
Integrated solution provider for customers
Improves cross-selling and skill transfer between businesses
Value proposition remain centre stage
To enhance our customer relevance
€200m cash generated and reinvested since listing in 2007
Focus on agri services excellent long term relevance
Source: Bloomberg
Dec-08
Tremendous depth of management and people skills
Dynamic and adaptable workforce
Industry knowledge
Customer relationship
Consumer insights
Specialist knowledge in baked goods
Innovation and development focus
Great teamwork and passionate engagement
ARYZTA benefiting from long-term food industry trends
As markets evolve, consumers spend more at foodservice establishments and increase consumption of frozen products
Markets Evolution, Foodservice and Frozen Foods Spend per Capita
* Excluding spend on ice cream products Source: EuroMonitor, World Bank, L.E.K. Consulting analysis
Spending on food away from home has consistently grown 1 – 2 % faster than spending on food at home
Source: Bureau of Economic Analysis, L.E.K. Consulting analysis
44 © ARYZTA, September 2010
QSR's are growing 1 – 2 % faster than other foodservice outlets
Source: Global Industry Analysts, Inc (GIA), L.E.K. Consulting analysis
Frozen and bake-off bakery products are growing 1 – 2 % faster than the rest of the baked goods market
Source: Food For Thought, Technomic, Nielsen, L.E.K. Consulting analysis
46 © ARYZTA, September 2010
Market leadership in growing categories
Process efficiency rollout through ARYZTA Technology Initiative (ATI)
Ongoing focus on bakery innovation and excellence
"Developing customer partnership model with leading operators in every channel to consumers"
| in Euro `000 | July 2010 | July 2009 | % |
|---|---|---|---|
| Group revenue1 | 1,330,309 | 1,499,516 | (11.3) |
| Group operating profit2 | 65,854 | 75,702 | (13.0) |
| Operating margin3 | 5.0 % | 5.0 % | |
| Share of associates and JV4 | 11,572 | 3,717 | |
| Operating profit incl. associates and JV2 | 77,426 | 79,419 | (2.5) |
| Financing costs, net | (15,213) | (17,353) | |
| Pre tax profits2 | 62,213 | 62,066 | |
| Income tax2 | (11,027) | (12,240) | |
| Non-controlling interest | – | (134) | |
| Underlying net profit | 51,186 | 49,692 | 3.0 |
| Adjusted fully diluted EPS (cent)5 | 37.26c | 36.16c | 3.0 |
1 Origin revenue is presented after deducting intra group sales between Origin and Food Group.
2 Before impact of intangible amortisation, non recurring items and related tax credits.
3 Origin operating margin based on full revenue including intra-group sales between Origin and Food Group.
4 Associates & JV profit net of tax and interest.
5 Actual Origin 2010 underlying fully diluted EPS is calculated using the weighted average number of shares in issue of 137,376,888 (2009: 137,417,000).
| in Euro `000 | July 2010 |
|---|---|
| Reported net profit | 48,039 |
| Amortisation of intangible assets | 3,914 |
| Tax on amortisation | (767) |
| Underlying net profit | 51,186 |
| Underlying fully diluted EPS1 | 37.26c |
|---|---|
| ------------------------------- | -------- |
1 Origin 2010 underlying fully diluted EPS is calculated using the weighted average number of shares in issue of 137,376,888.
| in Euro `000 | July 2010 |
|---|---|
| Reported net profit | 151,729 |
| Amortisation of intangible assets | 50,730 |
| Tax on amortisation | (11,959) |
| Acquisition costs | 4,643 |
| Underlying net profit | 195,143 |
| Dilutive impact of Origin management incentives | (1,264) |
| Underlying fully diluted net profit | 193,879 |
| Underlying fully diluted EPS1 | 244.0 |
1 ARYZTA 2010 underlying fully diluted EPS is calculated using the weighted average number of shares in issue of 79,443,701.
| in Euro `000 | July 2010 |
|---|---|
| Reported net profit1 | 117,420 |
| Amortisation of intangible assets | 46,816 |
| Tax on amortisation | (11,192) |
| Acquisition costs | 4,643 |
| Underlying net profit | 157,687 |
1 Reported net profit excludes dividend income of €7,600,000 from Origin.
| Net assets | 1,673,850 | 1,367,968 |
|---|---|---|
| Derivative financial instruments | (6,375) | (12,477) |
| Income tax | (53,209) | (40,650) |
| Deferred tax, net | (294,096) | (176,474) |
| Net debt | (1,227,512) | (659,256) |
| Segmental net assets | 3,255,042 | 2,256,825 |
| Other segmental liabilities | (79,336) | (93,592) |
| Working capital | (58,672) | (14,871) |
| Associates and joint ventures | 162,881 | 139,351 |
| Goodwill and intangible assets | 2,264,421 | 1,498,430 |
| Investment properties | 20,648 | 62,975 |
| Property, plant and equipment | 945,100 | 664,532 |
| in Euro `000 | As at July 2010 | As at July 2009 |
| in Euro `000 | As at July 2010 | As at July 2009 |
|---|---|---|
| Property, plant and equipment | 815,918 | 577,772 |
| Investment properties | 4,646 | 3,761 |
| Goodwill and intangible assets | 2,149,826 | 1,382,431 |
| Joint ventures | 73,140 | 55,720 |
| Investment in Origin | 51,045 | 51,045 |
| Working capital | (49,997) | (28,744) |
| Other segmental liabilities | (56,024) | (55,544) |
| Segmental net assets | 2,988,554 | 1,986,441 |
| Net debt | (1,115,623) | (505,504) |
| Deferred tax, net | (280,665) | (162,355) |
| Income tax | (47,437) | (38,116) |
| Derivative financial instruments | (1,778) | (5,432) |
| Net assets | 1,543,051 | 1,275,034 |
| July 10 | July 09 | % | |
|---|---|---|---|
| Closing Rates | |||
| Swiss Franc | 1.3616 | 1.5247 | 10.7 % |
| US Dollar | 1.3079 | 1.4252 | 8.2 % |
| Canadian Dollar | 1.3546 | 1.5372 | 11.9 % |
| Sterling | 0.8373 | 0.8545 | 2.0 % |
| Average Rates | |||
| Swiss Franc | 1.4621 | 1.5310 | 4.5 % |
| US Dollar | 1.3811 | 1.3643 | (1.2 %) |
| Canadian Dollar | 1.4494 | 1.5932 | 9.0 % |
| Sterling | 0.8776 | 0.8615 | (1.9 %) |
| in Euro million | mean |
|---|---|
| Based on 8 analysts | |
| EBITA including associates & JVs | 296.7 |
| Underlying fully diluted net profit | 188.8 |
| Underlying EPS (cent) | 238.5 |
| Based on 5 analysts | |
| Food Group Net Debt | (1,185.5) |
| Origin Net Debt | (119.3) |
1 Net profit & EPS presented before impact of amortisation, non-recurring items and related tax credits.
2 EBITA presented before impact of non-recurring items.
3 Associates and JVs presented after interest and tax.
* These estimates were collated by Temple Bar Advisory (TBA), an investor relations consultancy firm. Contributions were received from Davy, Goldman Sachs, Helvea, Mainfirst, NCB, UBS, Vontobel and ZKB between 6th and 16th September 2010. Neither TBA nor ARYZTA AG warrant the accuracy or completeness of these forecasts.
| in Euro million | mean |
|---|---|
| Based on 8 analysts | |
| EBITA including associates & JVs | 381.5 |
| Underlying fully diluted net profit | 248.4 |
| Underlying EPS (cent) | 297.8 |
| Based on 5 analysts | |
| Food Group Net Debt | (1,050.7) |
| Origin Net Debt | (90.4) |
1 Net profit & EPS presented before impact of amortisation, non-recurring items and related tax credits.
2 EBITA presented before impact of non-recurring items.
3 Associates and JVs presented after interest and tax.
* These estimates were collated by Temple Bar Advisory (TBA), an investor relations consultancy firm. Contributions were received from Davy, Goldman Sachs, Helvea, Mainfirst, NCB, UBS, Vontobel and ZKB between 6th and 16th September 2010. Neither TBA nor ARYZTA AG warrant the accuracy or completeness of these forecasts.
Hilliard Lombard Head of Group Finance and Communications
Talacker 41 8001 Zurich Switzerland Tel: +41 (0) 44 583 42 00 Fax: +41 (0) 44 583 42 49 [email protected] www.aryzta.com
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