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Aryzta AG

Investor Presentation Mar 9, 2014

818_ip_2014-03-09_a3b26b44-80bc-4d61-8389-9f3c4d8fc0bf.pdf

Investor Presentation

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ARYZTA AG H1 Results, FY 2014

10 March 2014

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.

  • Group Profile.................................................Owen Killian (CEO)
  • Financial & Business Review.......................Patrick McEniff (CFO & COO)

Our Business

  • International leader in speciality bakery
  • Primary listing in Zurich (SIX: ARYN), and secondary listing in Dublin (ISE: YZA)

  • 1 See slide 46 for glossary definition of financial terms used in presentation.

  • 2 All years shown in the presentation refer to financial years.
January 2014 (EUR m) Change
Revenue 517.6 (8.8)%
Underlying fully diluted EPS 5.931 (21.9)%
Market Cap2 945
Market Value of ARYZTA holding2 644
  • Performance to expectation in seasonally weakest period (over 90% of profit earned in H2)
  • Seasonality increased post disposal of marine proteins and oils in FY 2013
  • EUR 100m share repurchase from monetised non core assets
  • Excluding currency movements, JV disposal and tender offer, underlying EPS increased 12.1%
  • Well-positioned to utilise strong cashflow and balance sheet to fund growth and development

  • 1 Origin January 2014 underlying fully diluted earnings per share is calculated using a weighted average number of diluted shares of 134,296,257 (January 2013: 138,499,155).

  • 2 Based on a price of €7.55 per share as of the close on March 7.

Food Group – Repositioning

1 Pro forma numbers presented including Hiestand Holding AG in the 2008 comparative.

6 © ARYZTA, March 2014

ARYTZA Transformation Initiative (ATI)

  • Creating an integrated customer centric business focused on growth
  • Rolling out a single instance global ERP
  • Establishing ARYZTA Business Services (ABS) shared centres of excellence to support customer centric strategy
  • Investing EUR 460m over three years (FY 2012 FY 2014)
  • Objective to achieve 15% ROIC on FY 2011 underlying Food assets (EUR 3.2bn) by FY 2015

FY 2014 Food Group Strategic Focus

  • Complete ATI programme in Europe
  • Unlock revenue growth
  • Customer centric teams leveraging bakery infrastructure

  • Strategic acquisitions to add capability, customer access and geographic reach
  • H1 invested EUR 83.7m in Pita Pan in US and Rina in Europe

  • H2 investments EUR 730m (conditionally agreed)

  • » Pineridge Bakery in Canada
  • » Cloverhill Bakery in the US
  • Related integration CapEx and cash non-recurring costs of EUR 70m

Strategic and Financial Rationale

  • Double digit EPS accretion in fiscal 2015
  • Customer centric strategy will unlock benefits of scale
  • Excellent skill base with combination of flexible and automated manufacturing assets
  • Enhanced consumer access through convenience channels
  • Leverage leadership in Ready-To-Eat (RTE) individually wrapped baked snacks
  • Enhanced relevance in attractive Canadian market

Financial and Business Review

Food Group Origin ARYZTA
Group
Revenue  5.7% (8.8)%
1.7%
EBITA  5.6% 68.1%
6.4%
Underlying fully diluted net profit  6.5% (24.2)%
4.7%
  • ARYZTA Group underlying fully diluted net profit increased by 4.7% to EUR 135.6m
  • ARYZTA Group underlying fully diluted EPS increased by 4.1% to 152.4c
  • Food Group invested EUR 240m in the period in acquisitions, capital investment and restructuring
  • Food Group received EUR 72m from Origin tender offer
  • Food Group Net Debt: EBITDA (hybrid as equity) 1.58x

ARYZTA Group – Income Statement

Six month period ended 31 January 2014 Includes Origin 100% as prescribed by IFRS (68.1% ARYZTA owned)

in Euro '000 January 2014 January 2013 % Change
Group revenue 2,102,800 2,067,994 1.7%
EBITA 198,254 186,311 6.4%
EBITA margin 9.4% 9.0%
Associates and JVs, net 6,693 11,069
EBITA incl. associates and JVs 204,947 197,380 3.8%
Finance cost, net (26,005) (33,367)
Hybrid instrument accrued dividend (14,258) (8,234)
Pre-tax profits 164,684 155,779
Income tax expense (25,193) (21,696)
Non-controlling interests (3,913) (4,652)
Underlying fully diluted net profit 135,578 129,431 4.7%
Underlying fully diluted EPS (cent)1 152.4c1 146.4c1 4.1%

1 ARYZTA January 2014 underlying fully diluted earnings per share is calculated using a weighted average number of diluted shares of 88,951,383 (January 2013: 88,395,981).

ARYZTA Group – Underlying Revenue Growth

Six month period ended 31 January 2014

Revenue Growth 19.1% (3.5)% (9.9)% 5.7% (8.8)% 1.7%
Currency (1.2)% (5.2)% (15.8)% (4.3)% (3.4)% (4.1)%
Acquisitions 18.6% 1.9% 8.9% 6.5%
Underlying growth 1.7% (0.2)%1 5.9% 1.1% (5.4)% (0.7)%
Group revenue 764.0 714.7 106.5 1,585.2 517.6 2,102.8
in Euro million Europe America Rest of World Food Group Origin Group
Food Food North Food Total ARYZTA

1 Excluding the transition of the DSD business to third parties, underlying revenue growth in Food North America would have been approximately 2.0% higher during the period.

Six month period ended 31 January 2014

in Euro '000 January 2014 January 2013 % Change
Food Group
Food Europe 92,097 77,611 18.7%
Food North America 89,899 90,738 (0.9)%
Food Rest of World 12,246 15,576 (21.4)%
Total Food Group 194,242 183,925 5.6%
Origin 4,012 2,386 68.1%
Total Group EBITA 198,254 186,311 6.4%
Associates & JVs, net
Food JVs 203 (100.0)%
Origin associates & JVs 6,693 10,866 (38.4)%
Total associates & JVs, net 6,693 11,069 (39.5)%
Total EBITA incl. associates and JVs 204,947 197,380 3.8%

Food Group – Income Statement

Six month period ended 31 January 2014

in Euro '000 January 2014 January 2013 % Change
Group revenue 1,585,194 1,500,314 5.7%
EBITA 194,242 183,925 5.6%
EBITA margin 12.3% 12.3%
JVs, net 203
EBITA incl. JVs 194,242 184,128 5.5%
Finance costs, net (23,631) (30,333)
Hybrid instrument accrued dividend (14,258) (8,234)
Pre-tax profits 156,353 145,561
Income tax expense (24,824) (21,986)
Non-controlling interests (2,125) (2,073)
Underlying net profit 129,404 121,502 6.5%

Food Group – Cash Generation

Six month period ended 31 January 2014

in Euro '000 January 2014 January 2013
EBIT 134,701 135,188
Amortisation 59,541 48,737
EBITA 194,242 183,925
Depreciation & ERP amortisation 46,422 46,252
EBITDA 240,664 230,177
Working capital movement (12,262) (14,987)
Maintenance capital expenditure (22,867) (20,104)
Dividends received from Origin 16,388 14,250
Interest and income tax (41,436) (38,078)
Other non-cash income (386) (302)
Cash flows generated from activities 180,101 170,956
Investment capital expenditure1 (122,892) (66,527)
Cash flows generated from activities after investment capital expenditure 57,209 104,429
Underlying net profit 129,404 121,502

1 Includes expenditure on intangible assets.

Food Group – Net Debt and Investment Activity

Six month period ended 31 January 2014

in Euro '000 January 2014 January 2013
Food Group opening net debt as at 1 August (849,228) (976,283)
Cash flows generated from activities 180,101 170,956
Origin tender offer proceeds 71,789
Net debt cost of acquisitions (83,712) (28,031)
Acquisition and restructuring-related cash flows (33,388) (46,948)
Investment capital expenditure1 (122,892) (66,527)
Proceeds from disposal of joint venture 1,941
Contingent consideration (777) (268)
Dividends paid (3,248) (2,482)
Hybrid dividend (16,221) (16,561)
Foreign exchange movement2 15,766 79,981
Other3 1,472 141
Food Group closing net debt as at 31 January (840,338) (884,081)

1 Includes expenditure on intangible assets.

2 Foreign exchange movement for the period ended 31 January 2014 primarily attributable to the fluctuation in the US Dollar to euro rate from July 2013 (1.3280) to January 2014 (1.3682) and from July 2012 (1.2370) to January 2013 (1.3450) for the period ended 31 January 2013.

3 Other comprises primarily proceeds on disposal of fixed assets and amortisation of financing costs.

Food Group – Financing as at 31 January 2014

Excluding Origin – non-recourse financing facilities

Debt Financing

  • Net Debt of EUR 840.3m
  • Weighted average maturity of 4.51 years1
  • Weighted average interest cost of 4.43%1
  • Interest cover of 10.43x (hybrid as equity)
  • Intend to maintain investment grade credit position
  • Optimum leverage position in the range of 2x-3x Net Debt:EBITDA

Hybrid Financing

  • Total hybrid instruments outstanding of CHF 800m (EUR 650m)
  • Interest cover of 6.92x (hybrid as debt)
Net Debt: EBITDA2 January 2014 July 2013 January 2013
Net Debt: EBITDA2 (hybrid as equity) 1.58x 1.57x 1.79x
Net Debt: EBITDA2 (hybrid as debt) 2.80x 2.77x 2.44x

1 Incorporating the drawn amount on Revolving Credit Facility of €256.7m and excluding the hybrid instrument.

  • 2 Calculated based on the Food Group EBITDA for the 12 month period, including dividend received from Origin, adjusted for the pro forma full-year contribution of Food Group acquisitions.
  • 18 © ARYZTA, March 2014

ARYZTA Transformation Initiative Update

in Euro '000 ARYZTA Transformation Initiative
Acquisition, disposal and
restructuring-related costs
Cash Total ATI Non-cash Total
Period ended 31 January 2014 18,176 18,176 49,918 68,094
Year ended 31 July 2013 82,459 82,459 37,355 119,814
Year ended 31 July 2012 77,144 77,144 6,333 83,477
Investment capital
expenditure
Optimisation
related &
ERP
Total ATI Expansion
related
Total
Period ended 31 January 2014 50,434 50,434 72,458 122,892
Year ended 31 July 2013 61,462 61,462 111,044 172,506
Year ended 31 July 2012 46,643 46,643 42,758 89,401
ATI investment to date 177,779 158,539 336,318
Estimated overall ATI investment 460,000
Remaining available for ATI investment 123,682
  • EUR 124m remaining available for ATI investment, final year largely capital investment focused
  • EUR 460m investment programme remains on track to be substantially completed during 2014
  • Non-cash write-downs as ATI investments have replaced obsolete existing infrastructure

Food Group acquisition, disposal and restructuring-related costs

in Euro '000 Cash Non-cash Total
Acquisition-related costs 2,180 2,180
Asset write-downs and fair value adjustments 49,918 49,918
Severance and other staff related costs 7,184 7,184
Other costs arising on integration 8,812 8,812
Period ended 31 January 2014 18,176 49,918 68,094
Year ended 31 July 2013 82,459
Year ended 31 July 2012 77,144
Food Group ATI acquisition, disposal and restructuring-related costs to date 177,779

Food Europe Six month period ended 31 January 2014

  • Cash non-recurring costs of EUR 12m
  • ERP and optimisation-related capital investment of EUR 33m
  • Expansion-related capital investment of EUR 47m
  • Positive underlying growth, capitalising on rebalanced business and In Store Bakery (ISB) expansion
  • Capability building bolt-on acquisitions completed Rina being the most significant

Food North America

Six month period ended 31 January 2014

  • Cash non-recurring costs of EUR 6m
  • ERP and optimisation-related capital investment of EUR 17m
  • Expansion-related capital investment of EUR 15m
  • Positive underlying growth trends
  • Excluding transitioned DSD business, underlying revenue growth approximately 2% higher
  • Capacity and capability building Pita Pan bolt-on acquisition completed

Food Rest of World Six month period ended 31 January 2014

  • Total capital investment of EUR 10m
  • Currency impact translational and transactional
  • Region remains capacity constrained
  • Transactional currency risk being reduced through expansion of local manufacturing capacity
Total Food Group 2.5% 3.8% 0.9% 2.5% (0.4)% 2.5% 1.8% 0.3%
Food Rest of World 11.8% 11.4% 4.8% 6.4% 5.7% 9.5% 8.9% 2.9%
Food North America 6.0% 7.2% 1.3% 3.0% (0.1)%1 2.3%1 1.7%1 (2.1)%1
Food Europe (2.6)% (0.7)% (0.2)% 1.2% (1.9)% 1.4% 0.7% 2.6%
Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014

1 Excluding the transition of the DSD business to third parties, underlying revenue growth in Food North America would have been approximately 2.0% higher during these quarters.

Food Group – Financing Update

February 2014 – US Private Placement

  • Additional funding of USD 490m and EUR 25m
  • Weighted average maturity of 8.40 years
  • Weighted average interest cost of 3.93%

February 2014 – Revolving Credit Facility Amendment

  • Increased facility from CHF 970m to CHF 1,977m
  • Extended maturity to February 2019

Financial Position

  • Extended debt financing weighted average maturity from 4.51 years to 5.80 years1
  • Reduced debt financing weighted average interest cost from 4.43% to 4.30%1

1 Incorporating the drawn amount on Revolving Credit Facility of €256.7m and excluding the hybrid instrument.

  • H2 acquiring Pineridge Bakery and Cloverhill Bakery
  • Consideration EUR 730m
  • Post-acquisition capital investments and non-recurring cash costs of EUR 70m to support strong growth pipeline and integration
  • Combined revenue of EUR 400m in calendar year 2013 with double digit growth
  • Margins comparable to existing Food Group business
  • Modest EPS contribution in current year, dependent on regulatory clearance
  • Double digit EPS accretion in fiscal 2015

Food Group – Pineridge and Cloverhill Bakery Investments

  • Agreed to acquire 100% of both Pineridge Bakery and Cloverhill Bakery, subject to regulatory approvals
  • Pineridge is a top tier Canadian speciality bakery
  • Cloverhill is a leading manufacturer of Ready to Eat (RTE) individually wrapped baked snacks
  • Well established customer partnership model increases relevance to key customers
  • Extends product portfolio in the US and customer access in Canada
  • Provides attractive entry point into the high-growth North American snacking market

  • Customer centric model well established with responsibility centre management

  • ATI and acquisitions rebalanced business and increased relevance to customers
  • ATI investment programme on track to be substantially completed during 2014
  • Well positioned to grow market share through continued investment opportunities
  • Guidance for FY 2014 is for double digit growth in fully diluted underlying EPS

Appendix 1 – Origin Financials

Origin – Income Statement

Six month period ended 31 January 2014

in Euro '000 January 2014 January 2013 % Change
Group revenue 517,606 567,680 (8.8)%
EBITA 4,012 2,386 68.1%
EBITA margin 0.8% 0.4%
Associates and JVs, net 6,693 10,866 (38.4)%
EBITA incl. associates and JVs 10,705 13,252 (19.2)%
Finance costs, net (2,374) (3,034)
Pre-tax profits 8,331 10,218
Income tax expense (369) 290
Underlying net profit 7,962 10,508 (24.2)%
Underlying fully diluted EPS (cent)1 5.93c 7.59c (21.9)%

1 Origin January 2014 underlying fully diluted earnings per share is calculated using a weighted average number of diluted shares of 134,296,257 (January 2013: 138,499,155).

Origin – Underlying Net Profit Rec.

Six month period ended 31 January 2014

in Euro '000 January 2014 January 2013
Reported net profit 3,353 6,701
Intangible amortisation 2,859 2,901
Tax on amortisation (509) (586)
Net acquisition, disposal and restructuring related costs 2,409 1,791
Tax on net acquisition, disposal and restructuring related costs (150) (299)
Underlying net profit 7,962 10,508
Underlying fully diluted EPS1 5.93c 7.59c

1 Origin January 2014 underlying fully diluted earnings per share is calculated using a weighted average number of diluted shares of 134,296,257 (January 2013: 138,499,155).

Appendix 2 – Other Financial Information and Presentation Glossary

ARYZTA Group – Underlying Net Profit Rec.

Six month period ended 31 January 2014

in Euro '000 January 2014 January 2013
Reported net profit 40,582 62,051
Intangible amortisation 62,400 51,638
Tax on amortisation (14,537) (13,158)
Hybrid instrument accrued dividend (14,258) (8,234)
Net acquisition, disposal and restructuring related costs 70,503 44,501
Tax on net acquisition, disposal and restructuring related costs (8,392) (6,877)
Non-controlling interest portion of acquisition, disposal and
restructuring related costs, net of tax
(720) (465)
Underlying net profit 135,578 129,456
Dilutive impact of Origin management incentives (25)
Underlying fully diluted net profit 135,578 129,431
Underlying fully diluted EPS1 152.4c 146.4c

1 ARYZTA January 2014 underlying fully diluted earnings per share is calculated using a weighted average number of diluted shares of 88,951,383 (January 2013: 88,395,981).

Food Group – Underlying Net Profit Rec.

Six month period ended 31 January 2014

Underlying net profit 129,404 121,502
Tax on net acquisition, disposal and restructuring related costs (8,242) (6,578)
Net acquisition, disposal and restructuring related costs 68,094 42,710
Hybrid instrument accrued dividend (14,258) (8,234)
Tax on amortisation (14,028) (12,572)
Intangible amortisation 59,541 48,737
Reported net profit1 38,297 57,439
in Euro '000 January 2014 January 2013

1 Food Group reported net profit excludes dividend income of €16,388,000 (January 2013: €14,250,000) from Origin.

as at 31 January 2014

Net assets 2,641,278 2,760,629
Derivative financial instruments, net (5,890) (1,669)
Income tax payable (47,158) (46,570)
Deferred income tax, net (310,522) (330,870)
Net debt (1,003,888) (878,787)
Segmental net assets 4,008,736 4,018,525
Other segmental liabilities (117,750) (108,560)
Working capital (53,601) (27,656)
Other receivables 40,452 39,433
Associates and joint ventures 50,721 45,235
Goodwill and intangible assets 2,892,480 2,905,242
Investment properties 23,007 22,984
Property, plant and equipment 1,173,427 1,141,847
in Euro '000 As at January 2014 As at July 2013

Food Group – Balance Sheet

as at 31 January 2014

in Euro '000 As at January 2014 As at July 2013
Property, plant and equipment 1,087,415 1,061,200
Investment properties 15,432 15,409
Goodwill and intangible assets 2,743,009 2,775,430
Investment in Origin 45,824 51,045
Working capital (101,682) (70,710)
Other segmental liabilities (88,311) (92,626)
Segmental net assets 3,701,687 3,739,748
Net debt (840,338) (849,228)
Deferred income tax, net (297,703) (320,136)
Income tax payable (35,684) (33,342)
Derivative financial instruments, net (3,395) 46
Net assets 2,524,567 2,537,088

Food Group – Financing

Excluding Origin – non-recourse financing facilities

Debt Funding Principal Maturity
Feb 2014 – Syndicated Bank Loan CHF 1,977m Feb 2019
Feb 2014 – US Private Placement USD 490m/EUR 25m May 2020–May 2024
May 2010 – US Private Placement USD 350m
/EUR 25m
May 2016–May 2022
Dec 2009 – US Private Placement USD 200m Dec 2021–Dec 2029
Nov 2009 – Swiss Bond CHF 200m Mar 2015
Jun 2007 – US Private Placement USD 450m Jun 2014–Jun 2019

Hybrid Funding

CHF 400m Hybrid funded October 2010 - 5% coupon until October 2014, thereafter 905bps plus 3-month CHF LIBOR CHF 400m Hybrid funded April 2013 - 4% coupon until April 2018, thereafter 605bps plus 3-month CHF LIBOR Traded on SIX Swiss exchange Treated as 100% equity for bank covenant purposes Treated as 25% equity for US PP covenant purposes

Net Debt: EBITDA1 January 2014 July 2013 January 2013
Net Debt: EBITDA1 (hybrid as equity) 1.58x 1.57x 1.79x
Net Debt: EBITDA1 (hybrid as debt) 2.80x 2.77x 2.44x

1 Calculated based on the Food Group EBITDA for the 12 month period, including dividend received from Origin, adjusted for the pro forma full-year contribution of Food Group acquisitions.

Gross Term Debt Maturity Profile (excluding hybrid)¹

1 Food Group gross term debt at 31 January 2014 was €1,175m, incorporating the drawn amount on the Revolving Credit Facility of €257m and excluding the hybrid instrument. The additional private placement funding in February 2014 increased the Food Group gross term debt by €383m to €1,558m. Food Group net debt amounted to €840.3m, including overdrafts and finance leases and net of cash and related capitalised upfront borrowing costs.

Food Food North Food Rest Total ARYZTA
in Euro million Europe America of World Food Group Origin3 Group3
31 January 2014
Group share net assets1 1,811 1,600 244 3,655 416 4,071
EBITA incl. associates and JVs2 203 189 27 419 84 503
ROIC 11.2% 11.8% 11.1% 11.5% 20.1% 12.4%
31 July 2013
Group share net assets1 1,738 1,684 266 3,688 475 4,163
EBITA incl. associates and JVs2 205 191 30 426 91 517
ROIC 11.8% 11.3% 11.4% 11.6% 19.1% 12.4%

1 Net assets exclude all bank debt, cash and cash equivalents and tax-related balances.

2 ROIC is calculated using pro forma trailing twelve months segmental EBITA ('TTM EBITA') reflecting disposals and the full twelve months contribution from acquisitions. EBITA is before interest, tax, non-ERP amortisation and before the impact of non-recurring items. The contribution from associates and JVs is net profit (i.e. presented after interest and tax).

3 Origin net assets adjusted for the put option liability and fluctuation in average working capital by €62,003,000 (July 2013: €144,453,000).

4 The Food Group WACC on a pre-tax basis is currently 7.2% (July 2013: 7.7%).

Food Group – Underlying Revenue Growth

Channel and geographic rebalancing

Food Group – Five Year KPIs

in Euro million July 2009 July 2010 July 2011 July 2012 July 2013 Total/CAGR1
Revenue 1,712.8 1,679.4 2,577.4 2,867.6 3,085.5 13.5%
EBITDA 259.3 268.1 408.8 465.2 500.4 17.9%
Underlying Net Profit 149.3 157.7 218.1 246.6 268.4 16.2%
ARYZTA AG underlying fully diluted EPS (cent)1 234.7 244.0 310.1 337.5 360.3 12.2%
Cash generated from activities 236.4 251.0 271.9 314.9 369.4 1,443.6
Investment capital expenditure (63.0) (46.5) (51.5) (89.4) (172.5) (422.9)
Cash generated from activities after
investment capital expenditure
173.4 204.5 220.4 225.5 196.9 1,020.7
Investment cost of acquisitions (76.5) (860.3) (317.7) (101.0) (311.6) (1,667.1)
Net debt as at 31 July (505.5) (1,115.6) (955.5) (976.3) (849.2)
Hybrid funding as at 31 July (348.9) (333.0) (648.4)
Total Net Debt and Hybrid as at 31 July (505.5) (1,115.6) (1,304.4) (1,309.3) (1,497.6)
Net Debt: EBITDA2 calculations as at July 31
Net Debt: EBITDA2 (hybrid as equity) 1.80x 2.86x 2.24x 2.05x 1.57x
Net Debt: EBITDA2 (hybrid as debt) 3.06x 2.75x 2.77x

1 CAGR is calculated for the five-year period from FY2008 pro forma, including Hiestand Holding AG in the 2008 comparative.

2 Food Group debt covenant EBITDA is adjusted for the pro forma full-year contribution of Food Group acquisitions and Origin and JV dividends received.

in Euro million July 2009 July 2010 July 2011 July 2012 July 2013 Five Year Total
EBIT 161.7 160.3 235.8 275.0 300.1 1,132.9
Amortisation 43.0 47.4 86.5 99.8 106.6 383.3
EBITA 204.7 207.7 322.3 374.8 406.7 1,516.2
Depreciation 54.6 60.4 86.5 90.4 93.7 385.6
EBITDA 259.3 268.1 408.8 465.2 500.4 1,901.8
Working capital movement 24.7 24.8 (13.0) (19.3) (11.2) 6.0
Dividends received 18.8 24.2 13.1 11.2 14.3 81.6
Maintenance capital expenditure (15.0) (10.3) (39.3) (46.2) (43.7) (154.5)
Interest and tax (53.6) (54.2) (101.9) (97.7) (91.0) (398.4)
Other non-cash (income) / charges 2.2 (1.6) 4.2 1.7 0.6 7.1
Cash flows generated from activities 236.4 251.0 271.9 314.9 369.4 1,443.6
Investment capital expenditure (63.0) (46.5) (51.5) (89.4) (172.5) (422.9)
Cash flows generated from activities after
investment capital expenditure
173.4 204.5 220.4 225.5 196.9 1,020.7
Underlying net profit 149.3 157.7 218.1 246.6 268.4 1,040.1
Depreciation 54.6 60.4 86.5 90.4 93.7 385.6
203.9 218.1 304.6 337.0 362.1 1,425.7
Underlying net profit conversion to cash 115.9% 115.1% 89.3% 93.4% 102.0% 101.3%

Food Group – Five Year Net Debt

in Euro million July 2009 July 2010 July 2011 July 2012 July 2013
Food Group opening net debt as at 1 August (552.6) (505.5) (1,115.6) (955.5) (976.3)
Cash flows generated from activities 236.4 251.0 271.9 314.9 369.4
Hybrid instrument proceeds 285.0 319.4
Cost of acquisitions (76.5) (860.3) (317.7) (101.0) (311.6)
Share placement 115.0 140.9
Acquisition and restructuring-related cash flows (31.8) (88.6) (86.5)
Investment capital expenditure (63.0) (46.5) (51.5) (89.4) (172.5)
Proceeds from disposal of property, plant and equipment 6.4 9.9
Proceeds from disposal of joint venture 4.7 1.9
Contingent consideration (2.1) (12.9) (7.2) (0.2)
Dividends paid (30.6) (32.9) (43.7) (46.0)
Hybrid dividend (16.3) (16.6)
Foreign exchange movement (42.2) (33.1) 51.1 (139.2) 62.0
Other (7.6) (3.5) (1.1) (2.3) (2.1)
Food Group closing net debt as at 31 July (505.5) (1,115.6) (955.5) (976.3) (849.2)
Net Debt: EBITDA1 calculations as at 31 July
TTM EBITDA1 261.3 366.3 418.0 465.2 527.0
Dividends from Origin and JVs 18.9 24.2 8.6 10.4 14.3
EBITDA1 for covenant purposes 280.2 390.5 426.6 475.6 541.3

1 Food Group debt covenant EBITDA is adjusted for the pro forma full-year contribution of Food Group acquisitions and Origin and JV dividends received.

43 © ARYZTA, March 2014

Closing Rates January 2014 July 2013 % Change
Swiss Franc 1.2299 1.2339 0.3%
US Dollar 1.3682 1.3280 (3.0)%
Canadian Dollar 1.5196 1.3644 (11.4)%
Sterling 0.8226 0.8630 4.7%
Average Rates January 2014 January 2013 % Change
Swiss Franc 1.2314 1.2095 (1.8)%
US Dollar 1.3510 1.2886 (4.8)%
Canadian Dollar 1.4191 1.2747 (11.3)%

FY 2014

in Euro million Low High Mean
Based on 11 analysts
EBITA including associates & JVs2 531 547 540
Underlying fully diluted net profit3 348 360 355
Underlying EPS (cent)3 384.0 406.1 397.7

FY 2015

in Euro million Low High Mean
Based on 11 analysts
EBITA including associates & JVs2 550 613 578
Underlying fully diluted net profit3 369 403 392
Underlying EPS (cent)3 402.0 464.0 439.6

1 Contributions for the consensus forecasts were received from Berenberg, Credit Suisse, Davy, Goodbody, Investec, Helvea, Mainfirst, Rabobank, Societe Generale, Vontobel and UBS in February 2014. ARYZTA AG does not warrant the accuracy or completeness of these forecasts.

2 EBITA presented before impact of non-recurring items. Associates and JVs presented after interest and tax.

3 Underlying fully diluted net profit & EPS presented before impact of non-ERP amortisation, non-recurring items and related tax credits.

Presentation Glossary

  • 'ERP' Enterprise Resource Planning intangible assets include the Food Group SAP and Origin Microsoft Dynamics AX software systems
  • 'EBITDA' presented as earnings before interest, taxation, depreciation and amortisation reported for the year and before non-recurring items and related deferred tax credits
  • 'EBITA' presented before non-recurring items and related deferred tax credits. ERP intangible asset amortisation is treated as depreciation
  • 'Associates and JVs, net' presented as profit from associates and joint ventures, net of income tax and interest
  • 'Hybrid instrument' presented as Perpetual Callable Subordinated Instrument in the Financial Statements
  • 'Non-controlling interests' presented after the estimated dilutive impact of related subsidiaries' management incentives
  • 'CAGR' Compound Annual Growth Rate
  • 'Underlying earnings' presented as reported net profit adjusted to include the Hybrid instrument accrued dividend as finance cost; before non-ERP related intangible amortisation; net acquisition, disposal and restructuring-related costs and fair value adjustments and before any non-controlling interest allocation of those adjustments, net of related income tax impacts.

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