AI assistant
Cloetta — Interim / Quarterly Report 2012
Nov 16, 2012
3027_10-q_2012-11-16_625a7cb0-9e2e-4bd0-90a0-e121611e21b2.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
Interim report Q3, July – September 2012 Stockholm, 16 November 2012
- Net sales for the quarter amounted to SEK 1,159m (1,124). Operating profit was SEK 90m (129).
- Underlying net sales decreased by 3.2 per cent, which was caused by weak market conditions.
- Items affecting comparability amounted to SEK –31m (–32), and consisted mainly of costs related to the integration process and costs arising from factory restructurings.
- Cash flow from operating activities reached SEK 58m (164). The decrease is primarily due to planned increase of inventories related to factory restructurings.
- Underlying EBITA amounted to SEK 128m (159). The decrease is primarily due to lower volumes, increased investment in the market and temporary costs within manufacturing.
- The integration process is continuing as planned. Staff reductions were carried out during the quarter.
- The factory restructurings are proceeding according to plan.
| Third quarter | 9 months | ||||||
|---|---|---|---|---|---|---|---|
| SEKm | Jul–Sep 2012 |
Jul–Sep 2011 |
Change % | Jan–Sep 2012³ |
Jan–Sep 2011 |
Change, % | Full year 2011 |
| Net sales | 1,159 | 1,124 | 3.1 | 3,455 | 3,287 | 5.1 | 4,658 |
| Underlying net sales¹ | 1,195 | 1,235 | –3.2 | 3,597 | 3,697 | –2.7 | 5,242 |
| EBITA | 92 | 133 | –31.1 | 45 | 283 | –84.2 | 373 |
| EBITA margin, % | 7.5 | 11.9 | –4,4-pts | 1.3 | 8.6 | –7.3-pts | 8.0 |
| Underlying EBITA1 | 128 | 159 | –19.6 | 231 | 345 | –33.2 | 548 |
| Underlying EBITA margin, %1 | 10.7 | 12.9 | –2.2-pts | 6.4 | 9.3 | –2.9-pts | 10.5 |
| Operating profit | 90 | 129 | –30.0 | 43 | 276 | –84.2 | 364 |
| Profit before tax | 30 | –9 | 466.1 | –212 | –183 | –15.7 | –237 |
| Profit for the period | 13 | –13 | 220.7 | –228 | –192 | –18.7 | –65 |
| Earnings per share, basic and diluted, SEK | 0.05 | –0.05 | na² | –0.84 | –0.73 | na² | –0.25 |
| Cash flow from operating activities | 58 | 164 | –64.3 | 277 | 447 | –37.9 | 493 |
1 Based on constant exchange rates and the current structure (i.e. excluding the distribution business in Belgium and a third-party distribution agreement in Italy) and excluding items affecting comparability. Includes the former Cloetta's financial history for better comparability.
2 Comparative earnings per share are not representative for the current Group due to a different equity structure before the merger between Cloetta and LEAF. 3 The former Cloetta was acquired on 16 February 2012.
Message from the CEO
After a relatively weak first half of the year, the third quarter shows that we are on the right track. Earnings for the period were positive although underlying profit was down somewhat compared to the previous year.
Market conditions remained challenging in the third quarter, mainly as a result of the macroeconomic development, which contributed to negative market volume growth in several markets.
For Cloetta, this meant that underlying sales in the third quarter declined by 3.2 per cent compared to the same period last year. Sales in Italy fell sharply during the quarter as a result of the economic challenges in the country. As in the previous quarter, Norway showed a decrease in sales which is primarily explained by a difficult market situation for us. A drop in sales was also seen for the products that are handled by third-party distributors in Finland, Denmark and Norway. On the other hand, sales increased in Sweden, Finland, the UK and in countries outside our main markets. It is particularly satisfying to see that sales are growing in Sweden, our largest market, with the new commercial organisation is in place.
Raw material costs remain at a historically high level and although individual raw materials' prices fluctuate during an individual quarter, we have not seen a decrease in our total raw material costs.
Our pricing strategy, to balance higher raw material costs with increased prices, stands firm. However, we are experiencing a difficult market situation with relatively low or even negative growth, which has contributed to higher promotion and consumer pressure. Therefore, we have invested in the market to a large extent in order to defend our market shares. This has naturally had an impact on earnings in the short term.
The Scandinavian integration process is proceeding according to plan and, as previously communicated, we formed a joint sales and marketing organisation in Sweden since the beginning of the autumn. We have already noted certain positive signs as a result of the new organisation, such as for example accelerated sales. We have also taken over sales responsibility from a third-party distributor in the Norwegian market and are planning the takeover in the Finnish and Danish markets at year-end. In addition, new joint purchasing agreements for raw materials have been negotiated and will go into effect successively in the coming quarters. In the factory in Ljungsbro, we have begun insourcing a number of chocolate products that were previously manufactured by third-party producers. The first tangible example is the Finnish chocolate product Royal for which production will start this month. As a result of the integration we will, as previously communicated, be able to realise synergies of at least SEK 65m.
With regard to our factory restructurings, the facility in Alingsås has ceased all manufacturing of products. The aim is to leave the premises around year end. The factory in Aura is still manufacturing products, which is according to plan, but the majority of products have been prepared for production in the receiving factories. In the Gävle factory, which we do not intend to close until the beginning of 2014, efforts are focused on continuing production while simultaneously preparing the transfer of products. The overall factory restructuring is a large-scale project in which approximately 40 per cent of all products will be transferred in less than two years. This is obviously an ambitious undertaking that has impacted our production efficiency and costs in the short term. However, we remain convinced that we will be able to complete the restructuring and realise cost savings of SEK 100m towards the end of 2014, as previously communicated.
Our underlying EBITA has been affected by lower volumes as well as higher promotion and consumer pressure and has decreased in relation to the same quarter of last year. However, the decrease is less than in the two preceding quarters and there is some gain of momentum.
The third quarter was a clear step in the right direction. We are executing our plan and I am convinced that the integration process and factory restructurings will generate significant cost savings, something that will create an even stronger company in the longer term.
2
Bengt Baron, President and CEO
Financial overview
THE FINANCIAL YEAR
The Annual General Meeting on 19 December 2011 approved an amendment to the Articles of Association regarding the Parent Company's financial year. The Articles of Association have been changed so that the company's financial year now covers the period from 1 January to 31 December, i.e. the calendar year, instead of the period from 1 September to 31 August. This means that the current financial year will be extended to include the period from 1 September 2011 to 31 December 2012.
This interim report includes the consolidated financial statements of the new Cloetta Group for the period from 1 January to 30 September 2012. Since Cloetta's acquisition of LEAF is regarded as a reverse acquisition, the consolidated comparable figures are those from LEAF Holland B.V. The comparable figures for the Parent Company are those for the legal acquirer, i.e. Cloetta AB. For the Parent Company, this interim report covers the period from 1 September 2011 to 30 September 2012 in accordance with the Parent Company's financial year.
THIRD QUARTER DEVELOPMENTS
Acquisitions and divestments
The Group's purchase price allocation for Cloetta as the acquiree for accounting purposes was finalised in the third quarter of 2012. No acquisitions or divestments took place in the third quarter. For further information see "Disclosures regarding the acquisition of Cloetta AB" on page 14.
Net sales
Net sales for the third quarter rose by SEK 35m to SEK 1,159m (1,124) compared to the same period of last year. The increase in net sales is attributable to the merger between Cloetta and LEAF. The divestment of the distribution business in Belgium during the first quarter and the termination of an agreement for a third-party brand in Italy as of 1 January 2012 resulted in an expected decrease in sales in these two markets. Changes in exchange rates also had a negative impact on net sales with 6.1 per cent.
Underlying net sales fell by 3.2 per cent. Sales during the quarter were down substantially in Italy as a result of the economic situation in the country. Lower sales of products distributed by third party distributers in Norway, Denmark and Finland also had a negative impact on sales. Sales in Finland, Sweden, UK and sales outside our main markets showed positive development.
| Jul–Sep | Jan–Sep |
|---|---|
| 2012 | 2012 |
| –6.1 | –2.3 |
| –6.2 | –4.8 |
| 17.3 | 14.1 |
| –1.9 | –1.9 |
| 3.1 | 5.1 |
Gross profit
Gross profit amounted to SEK 429m (445), which is equal to a gross margin of 37.0 per cent (39.7). Gross margin was diluted by the merger between Cloetta and LEAF and by increased raw material costs.
Operating profit
Operating profit was SEK 90m (129). The decrease was caused primarily by higher raw material costs, but lower sales and some temporary costs within manufacturing also had an impact on operating profit.
Underlying EBITA
Underlying EBITA amounted to SEK 128m (159). The decrease is primarily attributable to higher raw material costs, but also to lower net sales and some temporary costs within manufacturing.
| SEKm | Jul–Sep 2012 |
Jan–Sep 2012 |
|---|---|---|
| EBITA | 92 | 45 |
| Supply chain restructuring | 26 | 94 |
| Integration expenses | 6 | 56 |
| Other items affecting comparability | –1 | 37 |
| Including Cloetta prior to merger | – | –9 |
| Exchange rate differences | 4 | 4 |
| Other | 1 | 4 |
| Underlying EBITA | 128 | 231 |
Items affecting comparability
Operating profit for the third quarter includes total items affecting comparability of SEK –31m (–32). These include items in the third quarter of 2012 that consist mainly of costs for the merger between Cloetta and LEAF and factory restructurings.
Net sales by segment
| Third quarter | 9 months | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| SEKm | Jul–Sep 2012 |
Jul–Sep 2011 |
Reported change, % |
Underlying change, % |
Jan–Sep 2012 |
Jan–Sep 2011 |
Reported change, % |
Underlying change, % |
Full year 2011 |
| Former LEAF | 969 | 1,124 | –13.9 | –2.3 | 2,996 | 3,287 | –8.9 | –2.0 | 4,658 |
| Former Cloetta | 190 | – | na | –7.7 | 459 | – | na | –5.8 | – |
| Total Group | 1,159 | 1,124 | 3.1 | –3.2 | 3,455 | 3,287 | 5.1 | –2.7 | 4,658 |
Net financial items
Net financial items for the quarter improved to SEK –60m (–138). The improvement is mainly a result of lower interest expenses on loans from former shareholders in LEAF. These loans were converted into equity on 15 February 2012, for which reason no interest arose in the third quarter. Total interest on these loans in the third quarter of last year amounted to SEK –100m. The impact of the lower interest expenses has been partly offset by higher exchange differences on borrowings and cash. The interest on the shareholder loans is recognised in non-cash items. The other net financial items are in line with the previous year.
Profit for the period
Profit for the period was SEK 13m (–13), which is equal to basic and diluted earnings per share of SEK 0.05m (–0.05). Income tax expense for the period was SEK 17m (4).
DEVELOPMENTS IN THE FIRST THREE QUARTERS OF THE YEAR
Acquisitions and divestments
On 16 February 2012, Cloetta AB acquired LEAF Holland B.V. from Yllop Holding S.A. (formerly named LEAF Holding S.A.). The inventory remeasurement effect, before deferred tax adjustments, was recognised in full in the consolidated profit and loss accounts in an amount of SEK 5m in Q1 2012 and SEK 2m in Q2 2012. For further information see "Disclosures regarding the acquisition of Cloetta AB" on page 14.
On 22 February 2012, Cloetta announced the divestment of its distribution business in Belgium to Katjes International GmbH & Co. KG in Germany. The sale was part of Cloetta's strategy to focus on the Group's own brands. The distribution business in Belgium had some 50 employees and annual sales of approximately SEK 200m, of which around SEK 40m referred to Cloetta's brands. The transaction will have a limited effect on Cloetta's future operating profit and the purchase price was insignificant compared to the market value of Cloetta. The divestment generated a non-cash capital loss of SEK 32m.
On 31 May 2012, LEAF Danmark Ejendomsselkab ApS was sold to LH Holding Slagelse ApS through a transfer of shares. LEAF Danmark Ejendomsselkab ApS owns the production unit in Slagelse, Denmark, that was closed during 2011 and conducts no operating or commercial activities. The divestment will have no effect on Cloetta's future earnings. The transaction generated a non-cash capital loss of SEK 4m.
Net sales
Net sales for the nine-month period of the year rose by SEK 168m to SEK 3,455m (3,287) compared to the same period of last year. The increase in net sales is attributable to the merger between Cloetta and LEAF. The divestment of the distribution business in Belgium during the first quarter and the termination of an agreement for a third-party brand in Italy as of 1 January 2012 resulted in an expected decrease in sales in these two markets.
Underlying net sales fell by 2.7 per cent. Sales during the nine-month period of the year decreased primarily in Italy and Norway, but sales of products distributed by third-party distributors in Norway, Denmark and Finland were also down. Sales in Finland showed positive development, partly owing to a recovery after the introduction of a confectionery tax. Sales in countries outside our main markets also increased.
Gross profit
Gross profit amounted to SEK 1,228m (1,287), which is equal to a gross margin of 35.5 per cent (39.2). Gross margin was mainly diluted by the merger between Cloetta and LEAF and by higher raw material costs.
Operating profit
Operating profit was SEK 43m (276). The decrease was caused primarily by several items affecting comparability, but higher raw material costs, lower sales and some temporary costs within manufacturing also had an impact on operating profit.
Underlying EBITA
Underlying EBITA amounted to SEK 231m (345). The decrease is primarily attributable to higher raw material costs, but also to lower net sales and some temporary costs within manufacturing.
Items affecting comparability
Operating profit for the nine-month period of the year includes total items affecting comparability of SEK –187m (–93). These include non-recurring items that consist of costs for the merger between Cloetta and LEAF, factory restructurings, a non-cash capital loss arising from the divestment of the distribution business in Belgium and other non-recurring items.
4
UNDERLYING NET SALES OPERATING ACTIVITIES UNDERLYING EBITA
Net financial items
Net financial items improved to SEK –255m (–459). The improvement is mainly a result of lower interest expenses on loans from former shareholders in LEAF, as these loans were converted into equity on 15 February 2012. Total interest on the loans from former shareholders in LEAF amounted to SEK –60m (–336). The impact of the lower interest expenses has been partly offset by higher amortisation of financing costs. Due to the new credit facility agreement that was signed in the second quarter, the remainder of the previously capitalised financing costs were amortised in full. The financing cost for the new credit facility agreement is amortised over the duration of the credit facility agreement. Total amortisation of previously capitalised financing costs amounted to SEK 46m (12). Both the interest on the shareholder loans and the amortisation of financing costs are non-cash items. The other net financial items do not materially deviate compared to the previous year.
Profit for the period
Profit for the first three quarters was SEK –228m (–192), equal to basic and diluted earnings per share of SEK –0.84m (–0.73). Income tax expense for the first three quarters amounted to SEK 16m (9).
CASH FLOW FROM OPERATING AND INVESTING ACTIVITIES
Cash flow for the third quarter
Cash flow from operating activities for the third quarter amounted to SEK 58m (164). The decrease in cash flow from operating activities is partly due to a lower operating profit compared to the previous year but is mainly due to a decrease in cash flows from changes in working capital. Cash flow from operating and investing activities for the third quarter amounted to SEK –3m (88).
Working capital
Cash flow from changes in working capital amounted to SEK –45m (52). The decrease is mainly due to cash flows of SEK –150m (–74) from increased inventories and trade receivables.
Investments
Cash flow from investing activities was SEK –61m (–76). The lower cash outflow from investing activities is attributable to loans granted to shareholders in the previous year, which has not occurred in this quarter.
Cash flow for the first three quarters of the year
Cash flow from operating activities for the first three quarters of the year amounts to SEK 277m (447). The decrease in cash flow from operating activities is mainly due to a lower operating profit compared to the previous year and was partly offset by an improved cash flow from changes in working capital.
Cash flow from operating and investing activities for the first three quarters amounted to SEK –1,130m (244).
Working capital
Cash flow from changes in working capital amounted to SEK 221m (219). This improvement is partly explained by cash flows for increased inventories in 2011 due to the build-up in connection with the transfer of production from Denmark to Slovakia. The increase in inventories during 2012 has been lower, as this build-up did not occur. In addition, the build-up of seasonal products in Italy started slightly earlier in 2011 than in the current year. The improvement has been partly offset by a lower decrease in trade and other receivables compared to the previous year. This is mainly due to inclusion of the trade and other receivables of the former Cloetta in 2012 which were not included in 2011.
Investments
Cash flow from investing activities was SEK –1,407m (–203). The decrease is mainly attributable to the acquisition of LEAF Holland B.V. The net cash impact of the acquisition was SEK –1,230m (0). In addition, the cash generated by the divestment of LEAF Belgium Distribution and LEAF Danmark Ejendomsselkab ApS amounted to SEK 48m (0). In the first three quarters of 2012, loans were granted to former shareholders in an amount of SEK 71m (49), see "Related party transactions" on page 15.
CASH FLOW FROM OPERATING AND INVESTING ACTIVITIES
| Third quarter | 9 months | ||||
|---|---|---|---|---|---|
| SEKm | Jul–Sep 2012 |
Jul–Sep 2011 |
Jan–Sep 2012 |
Jan–Sep 2011 |
Full year 2011 |
| Cash flow from operating activities before changes in working capital | 103 | 112 | 56 | 228 | 374 |
| Cash flow from changes in working capital | –45 | 52 | 221 | 219 | 119 |
| Cash flow from operating activities | 58 | 164 | 277 | 447 | 493 |
| Cash flow from investments in property, plant and equipment and intangible assets |
–59 | –59 | –152 | –154 | –224 |
| Other cash flow from investing activities | –2 | –17 | –1,255 | –49 | 0 |
| Cash flow from investing activities | –61 | –76 | –1,407 | –203 | –224 |
| Cash flow from operating and investing activities | –3 | 88 | –1,130 | 244 | 269 |
FINANCIAL POSITION
Consolidated equity at 30 September 2012 amounted to SEK 3,241m (–422), which is equal to SEK 11.2 per share (–1.6). Net debt at 30 September 2012 was SEK 3,127m (2,997).
Non-current borrowings totalled SEK 2,571m (6,130) and consisted of SEK 2,627m (2,426) in gross loans from credit institutions, SEK –56m (–30) in capitalised financing costs and SEK 0m (3,734) in loans from former shareholders. Total current borrowings amounted to SEK 624m (805) and consisted of SEK 360m (462) in gross loans from credit institutions, SEK –19m (–13) capitalised financing cost and SEK 283m (308) in credit overdraft facility, SEK 0m (31) interest payable and SEK 0m (17) loans from former shareholders.
The short-term gross loans from credit institutions consist of a short-term repayment obligation, of which SEK 90m will mature during the remainder of 2012.
The loans from former shareholders are not included in the calculation of net debt. Cash and cash equivalents at 30 September 2012, excluding long-term unutilised overdraft facilities, amounted to SEK 169m (230).
| SEKm | 30 Sep 2012 |
30 Sep 2011 |
31 Dec 2011 |
|---|---|---|---|
| Gross non-current borrowings | 2,627 | 2,426 | 2,186 |
| Gross current borrowings | 360 | 462 | 356 |
| Credit overdraft facilities | 283 | 308 | 354 |
| Derivative financial | |||
| instruments | 26 | 0 | 0 |
| Interest payable | 0 | 31 | 28 |
| Gross debt | 3,296 | 3,227 | 2,924 |
| Cash and cash equivalents | –169 | –230 | –97 |
| Net debt | 3,127 | 2,997 | 2,827 |
In addition to the above financing, Cloetta has unutilised overdraft facilities for a total of SEK 435m (348).
OTHER DISCLOSURES Restructuring
On 15 May and 15 June 2012, decisions were made to close the factories in Aura, Finland, and in Alingsås and Gävle, Sweden, in order to eliminate excess capacity in the Group's production structure. A decision was also made to rationalise warehousing operations in Scandinavia. The transfer of production to other factories in the Group has been started and is being carried out successively. This process is expected to be completed in the first quarter of 2014.
The closure of the factories will give rise to non-recurring costs of SEK 320–370m and is expected to generate annual savings of approximately SEK 100m at the EBITDA level towards the end of 2014. Non-recurring costs within supply chain restructuring amounted to SEK 26m in the quarter and SEK 94m in the first three quarters of the year.
Seasonal variations
Cloetta's sales and operating profit are subject to some seasonal variations. Sales in the first and second quarters are affected by the Easter holiday, depending on in which quarter it occurs. In the fourth quarter, the seasonal variations are primarily related to the sale of products in Sweden and Italy in connection with Christmas.
Employees
The average number of employees during the quarter was 2,577 (2,163). The increase is a result of the merger between Cloetta and LEAF. The average number of employees in the quarter was 400 (434) in former Cloetta and 2,177 (2,163) in former LEAF.
Events after the balance sheet date
After the end of the reporting period, no significant events have taken place that could affect the company's operations.
Malfors Promotor has, with reference to its undertaking to CVC and Nordic Capital, requested Cloetta to reclassify a number of class A shares held by Malfors Promotor to class B shares in order to decrease its share of the total number of votes in Cloetta from 42.9 per cent to 39.9 per cent. This request is currently being processed.
The Board of Directors hereby gives its assurance that the interim report provides a true and fair view of the business activities, financial position and results of operations of the Group and the Parent Company, and describes the significant risks and uncertainties to which the Parent Company and the Group companies are exposed.
Stockholm, 16 November 2012
Cloetta AB (publ)
Board of Directors
Report on review of interim financial information
Introduction
We have reviewed the interim report of Cloetta AB (publ), corporate identity number 556308-8144,at September 30, 2012 and for the ninemonth period then ended. The Board of Directors is responsible for the preparation and fair presentation of this interim report in accordance with IAS 34 and the Annual Accounts Act. Our responsibility is to express a conclusion on this interim report based on our review.
Scope of review
We conducted our review in accordance with the Swedish Standard on Review Engagements (SÖG) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with ISA (International Standards on Auditing) and other generally accepted auditing practices. The procedures performed in a review do not enable us to obtain a level of assurance that would make us aware of all significant matters that might be identified in an audit. Therefore, the conclusion expressed based on a review does not give the same level of assurance as a conclusion based on an audit.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim report is not prepared, in all material respects, for the group in accordance with IAS 34 and the Annual Accounts Act, and for the parent company in accordance with the Annual Accounts Act.
Stockholm, 16 November 2012
KPMG AB Helene Willberg Authorised public accountant
Financial statements (in summary) Consolidated profit and loss account
| Third quarter | 9 months | Rolling 12 | ||||
|---|---|---|---|---|---|---|
| SEKm | Jul–Sep 2012 |
Jul–Sep 2011 |
Jan–Sep 2012 |
Jan–Sep 2011 |
Oct 2011– Sep 2012 |
Full year 2011 |
| Net sales | 1,159 | 1,124 | 3,455 | 3,287 | 4,826 | 4,658 |
| Cost of goods sold | –730 | –679 | –2,227 | –2,000 | –3,138 | –2,911 |
| Gross profit | 429 | 445 | 1,228 | 1,287 | 1,688 | 1,747 |
| Other operating income | 4 | 0 | 4 | 0 | 5 | 1 |
| Selling expenses | –185 | –203 | –677 | –667 | –925 | –915 |
| General and administrative expenses | –158 | –113 | –512 | –344 | –637 | –469 |
| Total operating expenses | –343 | –316 | –1,189 | –1,011 | –1,562 | –1,384 |
| Operating profit | 90 | 129 | 43 | 276 | 131 | 364 |
| Financial income | 0 | 3 | 3 | 8 | 6 | 11 |
| Financial expenses | –46 | –139 | –239 | –465 | –374 | –600 |
| Exchange differences borrowings and cash and cash equivalents in foreign currencies |
–14 | –2 | –19 | –2 | –29 | –12 |
| Net financial items | –60 | –138 | –255 | –459 | –397 | –601 |
| Profit before tax | 30 | –9 | –212 | –183 | –266 | –237 |
| Income tax expense | –17 | –4 | –16 | –9 | 165 | 172 |
| Profit for the period | 13 | –13 | –228 | –192 | –101 | –65 |
| Profit for the period attributable to: Owners of the Parent Company |
13 | –13 | –228 | –192 | –101 | –65 |
| Earnings per share, SEK Basic and diluted1 |
0.05 | –0.05 | –0.84 | –0.73 | –0.38 | –0.25 |
| Number of shares at end of period² Average numbers of shares² |
288,619,299 288,619,299 |
262,137,526 262,137,526 |
288,619,299 271,939,452 |
262,137,526 262,137,526 |
288,619,299 267,038,489 |
262,137,526 262,137,526 |
1 Comparative earnings per share are not representative for the current group due to to a completely different equity structure before the merger between Cloetta and LEAF.
2 The number of shares for comparative figures is restated with respect to the rights issue.
Consolidated statement of comprehensive income
| Third quarter | 9 months | Rolling 12 | ||||
|---|---|---|---|---|---|---|
| SEKm | Jul–Sep 2012 |
Jul–Sep 2011 |
Jan–Sep 2012 |
Jan–Sep 2011 |
Oct 2011– Sep 2012 |
Full year 2011 |
| Net profit for the period | 13 | –13 | –228 | –192 | –101 | –65 |
| Other comprehensive income | ||||||
| Currency translation differences | –108 | –10 | –87 | 72 | –158 | 1 |
| Total comprehensive income, net of tax | –95 | –23 | –315 | –120 | –259 | –64 |
| Total comprehensive income for the period attributable to: |
||||||
| Owners of the Parent Company | –95 | –23 | –315 | –120 | –259 | –64 |
Items affecting comparability 1
| Third quarter | 9 months | Rolling 12 | ||||
|---|---|---|---|---|---|---|
| SEKm | Jul–Sep 2012 |
Jul–Sep 2011 |
Jan–Sep 2012² |
Jan–Sep 2011 |
Oct 2011– Sep 2012 |
Full year 2011 |
| Supply chain restructuring | –26 | –23 | –94 | –82 | –174 | –162 |
| Integration expenses | –6 | 0 | –56 | 0 | –65 | –9 |
| Other | 1 | –9 | –37 | –11 | –64 | –38 |
| Total | –31 | –32 | –187 | –93 | –303 | –209 |
| 1 Corresponding line in the consolidated profit and loss account: | ||||||
| Cost of goods sold | –10 | –20 | –39 | –79 | –127 | –167 |
| Other income | 4 | 0 | 4 | 0 | 4 | 0 |
| Selling expenses | 8 | –6 | –14 | –8 | –20 | –14 |
| Administrative expenses | –33 | –6 | –138 | –6 | –160 | –28 |
| Total | –31 | –32 | –187 | –93 | –303 | –209 |
2 Includes non-cash capital losses amounting to SEK 47m on the divestments of the distribution business in Belgium and Denmark Ejendomsselskab.
Consolidated balance sheet
| SEKm | 30 Sep 2012 |
30 Sep 2011 |
31 Dec 2011 |
|---|---|---|---|
| Intangible assets | 5,031 | 4,934 | 4,811 |
| Property, plant and equipment | 1,575 | 1,396 | 1,318 |
| Deferred tax asset | 426 | 228 | 441 |
| Financial assets | 87 | 268 | 261 |
| Total non-current assets | 7,119 | 6,826 | 6,831 |
| Inventories | 790 | 759 | 640 |
| Current receivables | 843 | 861 | 1,053 |
| Cash and cash equivalents | 169 | 230 | 97 |
| Total current assets | 1,802 | 1,850 | 1,790 |
| Assets held for sale | 44 | – | 15 |
| TOTAL ASSETS | 8,965 | 8,676 | 8,636 |
| Equity | 3,241 | –422 | –366 |
| Non-current borrowings | 2,571 | 6,130 | 6,077 |
| Deferred tax liability | 893 | 751 | 728 |
| Derivative financial instruments | 6 | – | – |
| Other provisions | 363 | 263 | 249 |
| Total non-current liabilities | 3,833 | 7,144 | 7,054 |
| Current borrowings | 624 | 805 | 747 |
| Derivative financial instruments | 20 | – | – |
| Current liabilities | 1,210 | 1,139 | 1,141 |
| Provisions | 37 | 10 | 60 |
| Total current liabilities | 1,891 | 1,954 | 1,948 |
| TOTAL EQUITY AND LIABILITIES | 8,965 | 8,676 | 8,636 |
Consolidated statement of changes in equity
| Jan–Sep | Jan–Sep | Full year | |
|---|---|---|---|
| SEKm | 2012 | 2011 | 2011 |
| Equity at beginning of period | –366 | –1,124 | –1,124 |
| Profit for the period | –228 | –192 | –65 |
| Other comprehensive income | –87 | 72 | 1 |
| Total comprehensive income | –315 | –120 | –64 |
| Transactions with owners | |||
| Capital contribution | |||
| - Loan conversion | 3,441 | 822 | 822 |
| - Contingent capital contribution to cover tax exposure | 81 | ||
| Business combinations1 | –667 | ||
| Convertible debenture loan | 10 | ||
| Rights issue | 1,057 | ||
| Total transactions with owners | 3,922 | 822 | 822 |
| Equity at end of period | 3,241 | –422 | –366 |
| 1 The amount reported in business combinations in 2012 consists of: | |||
| - The assessed value of the acquired Cloetta company | 833 | ||
| - The issue in kind of class C shares (see Parent Company changes in equity) | 2,556 | ||
| - The hypothetical repurchase of shares (reverse acquisition) | –4,056 | ||
For further information, see the notes in the pro forma balance sheet as reported in the prospectus at www.cloetta.com
9
–667
Consolidated cash flow statement
| Third quarter | 9 months | ||||
|---|---|---|---|---|---|
| SEKm | Jul–Sep 2012 |
Jul–Sep 2011 |
Jan–Sep 20121 |
Jan–Sep 2011 |
Full year 2011 |
| Cash flow from operating activities before changes in working capital |
103 | 112 | 56 | 228 | 374 |
| Cash flow from changes in working capital | –45 | 52 | 221 | 219 | 119 |
| Cash flow from operating activities | 58 | 164 | 277 | 447 | 493 |
| Cash flow from investments in property, plant and equipment and intangible assets |
–59 | –59 | –152 | –154 | –224 |
| Other cash flow from investing activities | –2 | –17 | –1,255 | –49 | 0 |
| Cash flow from investing activities | –61 | –76 | –1,407 | –203 | –224 |
| Cash flow from operating and investing activities | –3 | 88 | –1,130 | 244 | 269 |
| Cash flow from financing activities | 33 | –91 | 1,264 | –271 | –393 |
| Total cash flow for the period | 30 | –3 | 134 | –27 | –124 |
| Cash and cash equivalents at beginning of period | 155 | 215 | 97 | 220 | 220 |
| Total cash flow for the period | 30 | –3 | 134 | –27 | –124 |
| Exchange gains/losses on cash and cash equivalents | –16 | 18 | –62 | 37 | 1 |
| Cash and cash equivalents at end of period | 169 | 230 | 169 | 230 | 97 |
1) SEK 1,400m related to repayment of the vendor loan note have been reclassified from financing activities to investment activities.
Key figures
| Third quarter | 9 months | ||||
|---|---|---|---|---|---|
| SEKm | Jul–Sep 2012 |
Jul–Sep 2011 |
Jan–Sep 2012 |
Jan–Sep 2011 |
Full year 2011 |
| Profit | |||||
| Net sales | 1,159 | 1,124 | 3,455 | 3,287 | 4,658 |
| Net sales, growth, % | 3.1 | n/a | 5.1 | n/a | n/a |
| Underlying net sales | 1,195 | 1,235 | 3,597 | 3,697 | 5,242 |
| Underlying net sales, growth, % | –3.2 | n/a | –2.7 | n/a | n/a |
| Gross margin, % | 37.0 | 39.7 | 35.5 | 39.2 | 37.5 |
| Underlying EBITA | 128 | 159 | 231 | 345 | 548 |
| Underlying EBITA margin, % | 10.7 | 12.9 | 6.4 | 9.3 | 10.5 |
| Underlying EBITDA | 173 | 200 | 365 | 473 | 717 |
| Underlying EBITDA margin, % | 14.5 | 16.2 | 10.2 | 12.8 | 13.7 |
| Underlying EBIT | 128 | 157 | 230 | 339 | 540 |
| Underlying EBIT margin, % | 10.7 | 12.7 | 6.4 | 9.2 | 10.3 |
| Operating profit (EBIT) | 90 | 129 | 43 | 276 | 364 |
| Operating profit margin (EBIT), % | 7.5 | 11.7 | 1.3 | 8.4 | 7.8 |
| Profit margin, % | 2.2 | –0.6 | –6.1 | –5.6 | –5.1 |
| Financial position | |||||
| Working capital | 423 | 481 | 423 | 481 | 552 |
| Operational working capital | 951 | 937 | 951 | 937 | 1,035 |
| Capital expenditure | –59 | –59 | –152 | –154 | –224 |
| Net debt | 3,127 | 2,997 | 3,127 | 2,997 | 2,827 |
| Capital employed | 3,569 | 7,173 | 3,569 | 7,173 | 7,048 |
| Return on capital employed, % | 2.4 | 1.8 | 0.9 | 3.8 | 5.0 |
| Equity/assets ratio, % | 36.2 | –4.9 | 36.2 | –4.9 | –4.2 |
| Return on equity, % | –3.1 | n/a | –3.1 | n/a | n/a |
| Cash flow | |||||
| Cash flow from operating activities | 58 | 164 | 277 | 447 | 493 |
| Investments in non-current assets | –61 | –76 | –1,407 | –203 | –224 |
| Cash flow after investments | –3 | 88 | –1,130 | 244 | 269 |
| Cash conversion, % | 63.9 | 70.4 | 57.0 | 67.4 | 68.9 |
| Employees | |||||
| Average number of employees | 2,577 | 2,163 | 2,550 | 2,157 | 2,192 |
Cloetta Interim Report • JULY–SEPTEMBER 2012
Segment Information
IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance. The chief operating decision maker has been identified as the Group's Chief
Executive Officer. The internal reporting consists of the former Cloetta Group and the former LEAF Group. The Group's reportable segments under IFRS 8 are therefore as follows:
- Former Cloetta
- Former LEAF
Consolidated segment reporting
| Year to date | Full year | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| SEKm | Q3 2012 | Q3 2011 | Q2 2012 | Q2 2011 | Q1 20121 | Q1 2011 | Q4 2011 | 20121 | 2011 |
| Net sales | |||||||||
| External, former LEAF | 969 | 1,124 | 1,025 | 1,120 | 1,002 | 1,043 | 1,371 | 2,996 | 4,658 |
| External, former Cloetta | 190 | – | 187 | – | 82 | – | – | 459 | – |
| Total net sales2 | 1,159 | 1,124 | 1,212 | 1,120 | 1,084 | 1,043 | 1,371 | 3,455 | 4,658 |
| Operating profit | |||||||||
| Former LEAF | 104 | 129 | –4 | 70 | 19 | 77 | 88 | 119 | 364 |
| Former Cloetta | –14 | – | –49 | – | –13 | – | – | –76 | – |
| Corporate adjustment | – | – | – | – | – | – | – | – | – |
| Total operating profit | 90 | 129 | –53 | 70 | 6 | 77 | 88 | 43 | 364 |
| Net financial items | –60 | –138 | –77 | –160 | –118 | –161 | –142 | –255 | –601 |
| Profit before tax | 30 | –9 | –130 | –90 | –112 | –84 | –54 | –212 | –237 |
1 The former Cloetta was acquired on 16 February 2012. Net sales for the former Cloetta for the period from 1 January to 31 March 2012 amounted to SEK 221m. 2 No inter-segment sales occurred during the reporting period.
Segment reporting, former Cloetta 2011
| Full year | |||||
|---|---|---|---|---|---|
| SEKm | Q1 2011 | Q2 2011 | Q3 2011 | Q4 2011 | 2011 |
| Net sales | |||||
| External, former Cloetta¹ | 235 | 193 | 212 | 260 | 900 |
| Total net sales² | 235 | 193 | 212 | 260 | 900 |
| Operating profit | –7 | –2 | 14 | 9 | 14 |
1 The former Cloetta figures have been restated to comply with new group accounting policies.
2 No inter-segment sales occurred during the reporting period.
Quarterly data
| SEKm | Q3 2012 | Q2 2012 | Q1 2012 | Q4 2011 | Q3 2011 | Q2 2011 | Q1 2011 |
|---|---|---|---|---|---|---|---|
| Profit and loss account | |||||||
| Net sales | 1,159 | 1,212 | 1,084 | 1,371 | 1,124 | 1,120 | 1,043 |
| Cost of goods sold | –730 | –799 | –698 | –911 | –679 | –693 | –628 |
| Gross profit | 429 | 413 | 386 | 460 | 445 | 427 | 415 |
| Other operating income | 4 | 0 | 0 | 1 | 0 | 0 | 0 |
| Selling expenses | –185 | –270 | –222 | –248 | –203 | –243 | –221 |
| Administrative expenses | –158 | –196 | –158 | –125 | –113 | –114 | –117 |
| Total operating expenses | –343 | –466 | –380 | –373 | –316 | –357 | –338 |
| Operating profit | 90 | –53 | 6 | 88 | 129 | 70 | 77 |
| Financial income | 0 | 1 | 2 | 3 | 3 | 2 | 3 |
| Financial expenses | –46 | –69 | –124 | –135 | –139 | –153 | –173 |
| Exchange gains/losses on borrowings and cash and cash equivalents in foreign currencies |
–14 | –9 | 4 | –10 | –2 | –9 | 9 |
| Net financial items | –60 | –77 | –118 | –142 | –138 | –160 | –161 |
| Profit before tax | 30 | –130 | –112 | –54 | –9 | –90 | –84 |
| Income tax expense | –17 | 8 | –7 | 181 | –4 | 23 | –28 |
| Profit for the period | 13 | –122 | –119 | 127 | –13 | –67 | –112 |
| Profit for the period attributable to: | |||||||
| Owners of the Parent Company | 13 | –122 | –119 | 127 | –13 | –67 | –112 |
| Underlying EBITA | 128 | 53 | 50 | 202 | 159 | 113 | 74 |
Parent Company
This interim report includes the financial statements of the Parent Company covering the period from 1 September 2011 to 30 September 2012 in accordance with the Parent Company's financial year.
Summary parent company profit and loss accounts
| SEKm | Jul–Sep 2012 | Jul–Sep 2011 | Sep 2011– Sep 2012 |
Sep 2010– Aug 2011 |
|---|---|---|---|---|
| Net sales | 14 | 6 | 52 | 26 |
| Cost for property management and sold services | 0 | –1 | 0 | –1 |
| Gross profit | 14 | 5 | 52 | 25 |
| Administrative expenses | –27 | –5 | –81 | –24 |
| Other operating income and expenses | –4 | 5 | –5 | 5 |
| Operating profit | –17 | 5 | –34 | 6 |
| Total result from financial investments | –12 | 0 | –39 | –1 |
| Profit before tax | –29 | 5 | –73 | 5 |
| Appropriations | 0 | –2 | 0 | –2 |
| Income tax expense | 8 | –1 | 19 | –1 |
| Profit for the period | –21 | 2 | –54 | 2 |
Summary parent company balance sheets
| 2012 | 2011 | |
|---|---|---|
| SEKm | 30 Sep | 31 Aug |
| ASSETS | ||
| Non-currents assets | ||
| Property, plant and equipment | 4 | 4 |
| Financial assets | 4,629 | 546 |
| Total non-current assets | 4,633 | 550 |
| Current assets | 257 | 82 |
| TOTAL ASSETS | 4,890 | 632 |
| EQUITY AND LIABILITIES | ||
| Equity | ||
| Restricted equity | 1,443 | 122 |
| Non-restricted equity | 2,719 | 470 |
| Total equity | 4,162 | 592 |
| Untaxed reserves | 4 | 4 |
| Non-current liabilities | ||
| Total provisions | 1 | 1 |
| Non-current borrowings | 453 | – |
| Convertible debenture loan | – | 24 |
| Total non-current liabilities | 454 | 25 |
| Current liabilities | ||
| Current liabilities | 36 | 11 |
| Current borrowings | 234 | – |
| Total current liabilities | 270 | 11 |
| TOTAL EQUITY AND LIABILITIES | 4,890 | 632 |
| Pledged assets | 4,619 | None |
| Contingent liabilities | 2,824 | 84 |
Changes in equity, parent company
| Sep 2011– Sep 2012 |
Sep 2010– Aug 2011 |
|
|---|---|---|
| SEKm | ||
| Equity at beginning of period | 592 | 602 |
| Profit/loss for the period | –54 | 2 |
| Rights issue | 1,057 | |
| Dividend | – | –18 |
| C shares issue in kind, acquisition of LEAF Holland B.V | 2,556 | – |
| Convertible debenture loan | 11 | 6 |
| Equity at end of period | 4,162 | 592 |
Disclosures, risk factors and accounting policies
DISCLOSURES REGARDING THE ACQUISITION OF CLOETTA AB
On 16 February 2012 Cloetta acquired 100 per cent of the shares and 100 per cent of the voting rights in LEAF Holland B.V., the parent company of the LEAF group, incorporated in the Netherlands, from Yllop Holding S.A. (formerly named LEAF Holding S.A.). LEAF is a confectionery company with a focus on sugar confectionery, chewing gum and pastilles and has a leading position in the Nordic countries, the Netherlands and Italy.
The business combination is expected to result in:
- A Nordic leader in the confectionery industry.
- A full range of complementary products that will enhance the company's attractiveness among both customers and suppliers through Cloetta's strength in chocolate and LEAF's strength in sugar confectionery, as well as refreshments (pastilles and chewing gum).
- Potential for significant annual cost and efficiency synergies in excess of SEK 65m to be achieved within two years after closing the transaction.
In addition to the estimated cost synergies, Cloetta has closed its factory in Slagelse, Denmark, and moved this production to Levice, Slovakia. The transfer was finalised in January 2012 and is estimated to result in additional cost savings of SEK 45m annually. The ag– gregated annual cost savings potential from the cost synergies and Cloetta's ongoing restructuring amounts to SEK 110m.
Cloetta's acquisition of LEAF Holland B.V. has been accounted for as a reverse acquisition, meaning that LEAF Holland B.V. is considered to be the acquirer for group accounting purposes.
The formal acquisition of LEAF Holland B.V. by Cloetta AB was carried out partly through a cash payment of SEK 100m and partly through an interest bearing vendor loan note of SEK 1,400m, as well as an issue in kind of 165,186,924 Cloetta class C shares with a fair market value of SEK 2,556m, i.e. the total fair value of the total consideration transferred amounted to SEK 4,056m. The fair market value of the Cloetta class C shares has been determined based upon Cloetta share's stock market bid price (SEK 34.20) at the time of the acquisition. Immediately following the issue in kind of C shares, Yllop Holding S.A. held approximately 87.2 per cent of the voting rights and approximately 78.4 per cent of the share capital in Cloetta AB.
Cloetta's acquisition-date fair value of SEK 833m is deemed to comprise the consideration transferred. This fair value has been calculated based on 24,355,641 shares outstanding multiplied by the stock market bid price of SEK 34.20 at the time of the acquisition. In addition, the seller, Yllop Holding S.A., has agreed to indemnify Cloetta for tax related claims that might be brought against Cloetta in respect to the proceedings in Italy. This indemnity is limited to an amount of SEK 81m and covers the financial years 2005–2007. An indemnification asset has been recognised directly against equity. For further information, see page 87 of the Rights Issue Prospectus dated 12 March 2012 at www.cloetta.com.
The Group's purchase price allocation for Cloetta as the acquiree for accounting purposes was finalised in the third quarter 2012. The inventory remeasurement effect, before deferred tax adjustments, was recognised in full in the consolidated profit and loss accounts in an amount of SEK 5m in Q1 2012 and SEK 2m in Q2 2012.
Recognition and measurement of assets acquired and liabilities assumed related to the accounting acquiree, the former Cloetta: The provisional amounts applied in the interim reports at March 2012 and June 2012 are presented in brackets. The remeasurements have had no impact on the consolidated profit and loss
statement.
SEKm Non-current assets 777 (492) Intangible assets 365 (53) Tangible assets 397 (434) Financial assets 15 (5) Current assets 539 (539) Inventories 121 (121) Current receivables 149 (149) Cash and cash equivalents 269 (269) Non-current liabilities –318 (–205) Deferred tax liabilities –170 (–101) Provisions for pensions –125 (–81) Convertible loan –23 (–23) Current liabilities –214 (–201) Other current liabilities –214 (–201) Net identifiable assets and liabilities assumed 784 (625) Goodwill 49 (208) Consideration transferred 833 (833)
Goodwill is mainly attributable to anticipated synergies arising from the combination of Cloetta and Leaf. The goodwill amount of SEK 49m is not expected to be deductible for tax purposes. The most important remeasurements are related to brand names that have been recognised at their fair market value of SEK 348m (SEK 50m in the former Cloetta) and provisions for pension excluding special payroll taxes amounting to SEK 125m (81), which have been valued in accordance with IAS 19 Employee Benefits.
Transaction costs of SEK 49m incurred by Yllop Finance AB (formerly named LEAF Finance AB) have been funded through internal loans from LEAF, and have thereby implicitly reduced equity in LEAF through the capital contribution made by Yllop Finance AB to LEAF prior to the acquisition. Acquisition-related costs of SEK 31m incurred by the accounting acquiree, Cloetta AB, were expensed prior to the acquisition and have consequently affected goodwill since expenses incurred prior to the acquisition have reduced net identifiable assets and liabilities assumed.
For the period from the acquisition date until the end of September 2012, Cloetta contributed net sales of SEK 459m and a net loss of SEK –85m. If the acquisition had taken place on 1 January 2012, management estimates that consolidated net sales would have been SEK 598m and the consolidated net loss would have been SEK –98m, excluding transaction costs of SEK 31m.
OTHER DISCLOSURES
Parent Company
On 16 February 2012, Cloetta AB acquired LEAF Holland B.V. from Yllop Holding S.A. (formerly named LEAF Holding S.A.). The acquisition was carried out through a cash payment (SEK 100m), the issue of a vendor loan note (SEK 1,400m) and an issue in kind of Cloetta shares (SEK 2,556m). The vendor loan note was repaid in full during Q2 2012.
Cloetta AB's primary activities include head office functions such as group-wide management and administration. The comments below refer to the period from 1 September 2011 to 30 September 2012. Net sales in the Parent Company reached SEK 52m (26) and referred mainly to intra-group services. Operating profit was SEK –34m (6). The deviation from the prior year is explained by termination benefits to the former Chief Executive Officer, who retired on 29 February 2012, a new executive management team and consulting costs. Net financial items totalled SEK –39m (–1). Interest on the vendor loan note amounted to SEK 15m. Profit before tax was SEK –73m (5) and profit after tax was SEK –54m (2). Cash and cash equivalents and short-term investments amounted to SEK 7m (56).
The Cloetta share
During the period from 1 January to 30 September 2012, a total of 8,830,054 shares were traded, equal to around 3 per cent of the total number of class B shares at the end of the period. The highest quoted bid price during the period from 1 January to 12 March 2012 was SEK 40.00 and the lowest was SEK 31.50. During the period from 13 March to 30 September 2012, the highest quoted bid price was SEK 20.00 and the lowest was SEK 13.50. The share price on 30 September 2012 was SEK 15.20 (last price paid). To illustrate the effects of the rights issue on the share price, the closing share price on 12 March 2012 (last day of trading including the right to receive subscription rights) was SEK 37.50 and the closing share price on 13 March 2012 (first day of trading without the right to receive subscription rights) was SEK 17.00.
Cloetta's earlier SEK 30m convertible debenture loan for the employees ran from 14 May 2009 to 30 March 2012. The convertible loan could be converted to class B shares in Cloetta during the period from 25 February 2011 to 25 February 2012 at a conversion rate of SEK 30.40. A total of 567,279 shares had been issued as a result of conversion when the loan expired, which is equal to a total increase in the share capital by SEK 3m and an increase in the share premium reserve by SEK 14m.
Shareholders
On 30 September 2012 Cloetta AB had 4,578 shareholders. The principal shareholder was AB Malfors Promotor, with a holding corresponding to 42.9 per cent of the votes and 21.8 per cent of the share capital in the company. Other institutional investors held 51.1 per cent of the votes and 70 per cent of the share capital. The number of shares amounted to 288,619,299, of which 276,819,299 were of class B and 11,800,000 were of class A.
Following completion of the rights issue in April 2012, the principal shareholders in Cloetta were Yllop Holding S.A. and AB Malfors Promotor. In April 2012, Yllop S.A.'s holding in Cloetta was divided and transferred to Cidron Pord S.á.r.l., which is owned by Nordic
Capital Fund V, and Godis Holdings S.á.r.l. which is owned by funds under the advisorship of CVC Capital Partners. At 30 September 2012 Godis Holdings S.á.r.l. held shares corresponding to 24.0 per cent of the votes and 32.8 per cent of the share capital, and Cidron Pord S.á.r.l. held shares corresponding to 17.8 per cent of the votes and 24.4 per cent of the share capital in the company.
Related party transactions
AB Malfors Promotor, Cidron Pord S.á.r.l. and Godis Holdings S.á.r.l are considered to be related parties. Yllop Holding S.A. was considered to be a related party until the second quarter. Buying and selling of goods and services between Cloetta and the principal shareholders are regarded as related party transactions. No such transactions took place with these parties during the period. The principal amount and accrued interest on the vendor loan note was repaid in full to Yllop Holding S.A. in April 2012.
Invoices paid by Cloetta AB to AB Malfors Promotor for costs incurred by AB Malfors Promotor in connection with the merger transaction, and which according to the purchase agreement should be covered by Cloetta AB, are regarded as related party transactions and amount to SEK 2m.
The Parent Company has related party transactions with subsidiaries in the Group. The majority of such transactions refer to the sale of services, which for the period from September 2011 to September 2012 amounted to SEK 52m (23), equal to 100 per cent of each period's total sales. At 30 September 2012 the Parent Company's receivables from subsidiaries amounted to SEK 232m (24) and liabilities to subsidiaries amounted to SEK 101m (0). Transactions with related parties are priced on market-based terms.
On 7 February 2012, Yllop Finance AB (a subsidiary of Yllop Holding S.A.) received a loan of SEK 71m from LEAF Holland B.V. On 15 February 2012, this loan and all other existing loans to the shareholder Yllop Finance AB were converted into equity as a capital contribution in a net amount of SEK 3,441m. Reference is made to the "Capital contribution" in the consolidated statement of changes in equity on page 9.
The rights issue resolved on by the Board of Directors on 7 March 2012 is regarded as a related party transaction.
Taxes
In September the Swedish Government proposed a reduction of the corporate tax rate from 26.3 percent to 22 percent, effective as of January 1, 2013. If the reduction is implemented according to the proposal, Cloetta's deferred tax liabilities and assets as of December 31, 2012, will change insofar as these relate to Swedish entities.
RISK FACTORS
Cloetta is an internationally active company that is exposed to a number of market and financial risks. All identified risks are monitored continuously and, if needed, risk-mitigating measures are taken to limit their impact. The most relevant risk factors are described in the prospectus and include the merger, the relocation of production, IT, foreign exchange effects, interest rates, financing, raw material costs and tax risks. Compared to the prospectus, issued on 7 March 2012, no new risks have been identified.
Merger
The merger between Cloetta and LEAF is a perfect match. Nonetheless, the merger of two large companies involves risks that could impact the business negatively. These risks include sub-optimisation in production and sales if the two companies are not integrated and continue to operate as separate entities. To mitigate the risks associated with the integration on 1 May 2012, a Senior Vice President Business Development took up duties to lead the integration process between Cloetta and LEAF.
ACCOUNTING POLICIES
The consolidated financial statements are presented in accordance with the International Financial Reporting Standards (IFRS) established by the International Accounting Standards Board (IASB) and the interpretations issued by the IFRS Interpretations Committee (IFRIC) which have been endorsed by the European Commission for application in the EU. The applied standards and interpretations are those that were in force and had been endorsed by the EU at 1 January 2012. Furthermore, the Swedish Financial Reporting Board's recommendation RFR 1, Supplementary Accounting Rules for Groups, has been applied.
The consolidated interim report is presented in accordance with IAS 34, Interim Financial Reporting, and in compliance with the relevant provisions in the Swedish Annual Accounts Act and the Swedish Securities Market Act. The same accounting and valuation methods have been applied as in the most recent annual report of LEAF.
The interim report for the Parent Company has been prepared in accordance with the Swedish Annual Accounts Act and the Swedish Securities Market Act, which are consistent with the provisions in recommendation RFR 2, Accounting for Legal Entities. The same accounting and valuation methods have been applied as in the most recent annual report.
For detailed information about the accounting policies, see LEAF's annual report for 2011 at www.cloetta.com. For detailed information about the accounting principles applied in the Parent Company's separate financial statements, see Cloetta's annual report for 2010/11 at www.cloetta.com.
Accounting policies – business combinations
The Group applies the acquisition method to account for business combinations. The acquirer for accounting purpose is identified as the entity that obtains control of the acquiree. The consideration transferred for the acquisition of the acquiree consists of the fair values of the assets transferred, the liabilities incurred by the former owners of the acquiree and the equity interest issued by the Group. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are initially measured at their fair values at the acquisition date.
At acquisition, goodwill is measured as the excess of the aggregate of the consideration transferred and the fair value of net identifiable assets acquired and liabilities assumed.
Selection of key product launches during Q3
Definitions
| General | All amounts in the tables are presented in SEK millions unless otherwise stated. All amounts in brackets () represent comparable figures for the same period of the prior year, unless otherwise stated. |
|---|---|
| Capital indicators | |
| Capital employed | Total assets less interest-free liabilities (including deferred tax). |
| Equity/assets ratio | Equity at the end of the period as a percentage of total assets. |
| Gross debt | Gross current and non-current borrowings, credit overdraft facilities, derivative financial instruments and interest payables. |
| Interest-bearing liabilities | Total non-current and current borrowings, including pensions and other long-term employee benefits. |
| Net debt | Gross debt less cash and cash equivalents. |
| Operational working capital | Total inventories and trade receivables, less trade payables. |
| Third-party borrowings | Total non-current and current borrowings excluding loans to former shareholders and finance lease liabilities. |
| Working capital | Total current assets, excluding cash and cash equivalents and derivative financial instruments, less current liabilities. |
| Other definitions | |
| Cash conversion | Underlying EBITDA less capital expenditures as a percentage of underlying EBITDA. |
| Earnings per share | Profit for the period divided by the average number of shares. |
| EBITA | Operating profit before amortisation of intangible assets (excluding software). |
| EBITA margin | EBITA expressed as a percentage of net sales. |
| EBITDA | Operating profit before depreciation and amortisation. |
| EBITDA margin | EBITDA expressed as a percentage of net sales. |
| Gross margin | Net sales less cost of goods sold as a percentage of net sales. |
| Items affecting comparability Items affecting comparability refer to non-recurring items as part of EBITA. | |
| Net sales, change | Net sales as a percentage of net sales in the comparative period of the previous year. |
| Operating margin | Operating profit expressed as a percentage of net sales. |
| Operating profit (EBIT) | Operating profit consisting of total earnings before net financial items and corporate income tax. |
| Return on capital employed | Operating profit plus financial income as a percentage of average capital employed. |
| Return on equity | Profit for the period as a percentage of total equity. |
| Underlying net sales, EBITA, EBITA margin |
The underlying figures are based on constant exchange rates and the current structure (excluding the dis tribution business in Belgium and a third-party distribution agreement in Italy) and excluding items affecting comparability. Includes the former Cloetta's historical financial values for better comparability. |
| Exchange rates | 30 Sep 2012 | 30 Sep 2011 | 31 Dec 2011 |
|---|---|---|---|
| EUR, average | 8.7247 | 9.0088 | 9.0228 |
| EUR, end of period | 8.4350 | 9.2400 | 8.9100 |
| NOK, average | 1.1624 | 1.1541 | 1.1577 |
| NOK, end of period | 1.1461 | 1.1711 | 1.1467 |
| GBP, average | 10.7672 | 10.3442 | 10.4057 |
| GBP, end of period | 10.5821 | 10.6907 | 10.6668 |
| DKK, average | 1.1730 | 1.2087 | 1.2112 |
| DKK, end of period | 1.1315 | 1.2419 | 1.1987 |
Financial calendar
| 2013 | Jan | ||
|---|---|---|---|
| Feb | Full-year report 2012 | 15 February 2013 | |
| Mar | Annual report 2012 | End of March 2013 | |
| AGM in Stockholm | 11 April 2013 | ||
| Apr | Interim report Q1 2013 | 29 April 2013 | |
| May | |||
| Jun | |||
| Jul | Interim report Q2 2013 | 19 July 2013 | |
| Aug | |||
| Sep | |||
| Oct | |||
| Nov | Interim report Q3 2013 | 14 November 2013 | |
| Dec | |||
| 2014 | Jan | ||
| Feb | Full-year report 2013 | 14 February 2014 |
The information in this interim report is such that Cloetta is required to disclose in accordance with the Securities Market Act.
The report was released for publication at 7:30 a.m. CET on 16 November 2012.
Contacts
Jacob Broberg Senior Vice President Corporate Communications and Investor Relations, +46 70-190 00 33 Danko Maras Chief Financial Officer, +46 8-52 72 88 08
About Cloetta
Cloetta, founded in 1862, is a leading confectionary company in the Nordic region, the Netherlands and Italy. In total, Cloetta products are sold in more than 50 countries worldwide. Cloetta owns some of the strongest brands on the market, such as Läkerol, Cloetta, Jenkki, Kexchoklad, Malaco, Sportlife, Saila, Red Band and Sperlari. Cloetta has 12 production units in six countries. Cloetta's class B shares are traded on NASDAQ OMX Stockholm.
More information about Cloetta is available on www.cloetta.com
Cloetta AB (publ) • Corp. ID no. 556308-8144 • Box 4009, SE-169 04 Solna, Sweden. Tel +46 8-52 72 88 08 • www.cloetta.com