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Greenyard NV — Earnings Release 2013
May 29, 2013
3957_er_2013-05-29_a32b241b-a589-43e0-9682-182a5c84b9a0.pdf
Earnings Release
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Press release
PinguinLutosa: annual results 2012-2013
Financial highlights for annual results 2012-2013:
- Group turnover of the accounting year (12 months) increased by 5.2% compared to the group turnover of accounting year 2011-2012 (15 months).
- Each of the three divisions obtained good results, with a considerable increase within the deepfrozen vegetable division.
- REBITDA (12 months) increased by 22.0% compared to previous accounting year (15 months) and amounts to €65.0 million.
- Profit of €11.6 million (continued and discontinued operations) compared to a loss of €-14.1 million in previous accounting year.
The figures that are discussed in this press release relate to the consolidated management figures, including both the 'continued' PinguinLutosa activities (deep-frozen vegetable segment and canning segment) and 'discontinued' activities (potato segment), which do not take into account the presentation according to IFRS 5 discontinued operations as applied in the year-end financial statements: see also 'Consolidation scope and period as per 31 March 2013'. This adjusted presentation of the income statement and statement of financial position in accordance with IFRS 5 was included in annex 3 and annex 4 respectively1 .
Over the accounting year (12 months) good results were obtained in each of the three divisions (deep-frozen vegetables, potatoes and canning division) of PinguinLutosa as per 31 March 2013 and a REBITDA of €65.0 million was realised. These results are significantly better than previous accounting year, when a REBITDA of €53.3 million was realised.
The acquisitions (CECAB Activity and Scana Noliko) that took place during the previous accounting year gave a positive contribution to the results of the Group.
1 For a further discussion of the figures we refer the reader to the consolidated financial statements on our website www.pinguinlutosa.com under the heading "Financial information > Reports > consolidated financial statements 2012-2013" (available as from 24 July 2013 onwards).
Consolidated key figures: profit and loss as per 31 March 2013 and 31 March 2012 (see annex 12 )
| (All amounts in € '000) |
01/04/2012- 31/03/2013 |
01/04/2012- 31/03/2013 |
01/04/2012- 31/03/2013 |
01/01/2011- 31/03/2012 |
01/01/2011- 31/03/2012 |
01/01/2011- 31/03/2012 |
|---|---|---|---|---|---|---|
| Pinguin Lutosa Group |
Pinguin Lutosa Group: continued operations according to IFRS 5 |
Pinguin Lutosa Group: discontinued operations according to IFRS 5 |
Pinguin Lutosa Group |
Pinguin Lutosa Group: continued operations according to IFRS 5 |
Pinguin Lutosa Group: discontinued operations according to IFRS 5 |
|
| (12 months) | (12 months) | (12 months) | (15 months) | (15 months) | (15 months) | |
| Sales Operating income |
876,487 907,583 |
612,087 627,813 |
267,490 286,829 |
832,812 859,094 |
534,093 547,201 |
301,803 317,660 |
| EBITDA Operating profit |
61,883 | 42,135 | 19,748 | 39,234 | 12,541 | 26,693 |
| (EBIT) | 35,251 | 20,055 | 15,196 | 3,349 | -10,287 | 13,636 |
| REBITDA Operating profit |
65,017 | 43,524 | 21,493 | 53,288 | 27,627 | 25,661 |
| before non-recurrings (REBIT) |
39,489 | 22,488 | 17,001 | 20,023 | 7,419 | 12,604 |
| Interest earned and paid Other financial |
-14,480 | -14,650 | 170 | -16,039 | -13,967 | -2,072 |
| income and charges | -3,429 | -4,710 | 1,281 | -8,608 | -9,367 | 759 |
| Profit (loss) from continuing ope |
||||||
| rations before tax | 17,342 | 695 | 16,647 | -21,299 | -33,622 | 12,323 |
| Income taxes Deferred taxes |
-14,603 8,847 |
-3,903 3,837 |
-10,700 5,010 |
-5,532 12,776 |
2,319 9,273 |
-7,851 3,503 |
| Profit (loss) for the period |
11,586 | 629 | 10,957 | -14,055 | -22,030 | 7,975 |
| - Share of the Group - Non-controlling |
11,102 | 146 | 10,956 | -13,763 | -21,737 | 7,974 |
| interests | 484 | 483 | 1 | -292 | -294 | 1 |
Note: column 1,4: Consolidated management figures that contain both the 'continued' activities as 'discontinued' activities, which does not take into account the presentation according to IFRS 5 'Discontinued operations' as applied in the year-end financial statements.
Note: column 2,3,5,6: Presentation of income statement of PinguinLutosa Group considering 'continued' activities (deep-frozen vegetable segment and canning segment) and 'discontinued' activities (potato segment) according to IFRS 5 'Discontinued operations': see further explanation under 'consolidation scope and period as per 31 March 2013' below.
2 For a further discussion of the figures we refer the reader to the consolidated financial statements on our website www.pinguinlutosa.com under the heading "Financial information > Reports > consolidated financial statements 2012-2013" (available as from 24 July 2013 onwards).
Consolidation scope and period as per 31 March 2013
In 2011 PinguinLutosa changed its closing date to 31 March. Hence the accounting periods of each of the three divisions have now been aligned. In addition, this closing date is more in line with the operational activity cycle.
When comparing the consolidated income statement one needs to note that the past year (closing as per 31 March 2013) includes a 12 month period starting as from 1 April 2012 until 31 March 2013, whereas the comparative results related to the previous prolonged accounting year ending per 31 March 2012 included a period of 15 months, starting as from 1 January 2011 until 31 March 2012.
Furthermore in September 2012 a plan was made to sell the potato division (see 'Important events after balance sheet date'). As per 31 March 2013 these discontinued operations (potato segment) are, according to IFRS 5 Discontinued operations, classified and accounted for as a disposal group related to discontinued operations. The comparable income statement and cash flow statement of the potato division were also presented as 'discontinued' operations.
As per 31 March 2013 the results from continued operations include the consolidated results for Pinguin NV, consisting of 12 months of results of the deep-frozen vegetable division and the canning division. Comparative results as per 31 March 2012 from continued operations (15 months) include partially the results of the acquired deep-frozen vegetable activities of CECAB and the Scana Noliko Group ('canning division') that contributed for a period of 7 months and 9 months respectively as from the moment of acquisition onwards.
Sales
During the accounting year 2012-2013 (12 months) the Group's consolidated sales increased by 5.2% or €43.7 million from €832.8 million at 31 March 2012 (15 months) to €876.5 million at 31 March 2013 (12 months). The increase is mainly due to the fact that the CECAB-activities and the canning division contributed for respectively 7 and 9 months during previous accounting year 2011/2012 compared to 12 months in accounting year 2012/2013. The sales of the existing activities of the Group also increased during a comparable period.
Sales of the deep-frozen vegetable division amounted to €407.7 million for the period ending as per 31 March 2013. The potato division was responsible for €264.4 million of the sales, whereas the canning division was responsible for €204.4 million of the sales in the same period.
Operating result
The consolidated EBIT for the period ending as per 31 March 2013 (12 months) amounts to €35.3 million, which represents an increase of €32.0 million compared to the accounting year 2011-2012 (15 months). The EBIT-margin (compared to the operating income) now amounts to 3.9%, compared to 0.4% in the previous accounting year.
The increase of the EBIT is the combined effect of an increase within the deep-frozen vegetable division of € 21.9 million, an increase within the potato division of €1.6 million and an increase of the EBIT within the canning division of €8.5 million. For the explanation of these evolutions we refer to the comments mentioned at the evolution of the EBITDA.
The results of the previous year were significantly influenced by a number of one-off charges in a total amount of €4.2 million. The corrections from the one-off elements mainly relate to the deep-frozen vegetable and potato activities and are commented on separately in this press release.
The consolidated REBIT (operating result before one-off elements) increased from €20.0 million as per 31 March 2012 (15 months) to €39.5 million as per 31 March 2013 (12 months).
The consolidated EBITDA for the period ending as per 31 March 2013 (12 months) amounts to €61.9 million, which represents an increase of €22.6 million compared to the accounting year 2011-2012 (15 months). The EBITDA-margin (compared to the operating income) now amounts to 6.8%, compared to 4.6% at the end of March 2012.
The EBITDA in the deep-frozen vegetable division amounted to €19.9 million for the financial year ending as per 31 March 2013 (12 months), compared to €2.2 million for the previous accounting year (15 months). This increase of the EBITDA by €17.7 million is influenced on the one hand by the contribution of the CECAB Activity for 12 months in the accounting year 2012/2013 compared to 7 months during previous accounting year. On the other hand, strong results were realized within the deep-frozen vegetable division in the accounting year ending as per 31 March 2013 by as well strong sales and a good production yield. The measures taken within the British subsidiaries during the previous accounting year are also having a positive effect on the operating results of the current accounting year.
The EBITDA of the potato division amounts to €19.7 million for the period ending as per 31 March 2013 (12 months), compared to €26.7 million in the previous year (15 months). This realised EBITDA is €7.0 million lower compared to the previous accounting year. Besides the impact of the difference in accounting year, the result is also explained by the evolution of the raw materials prices. The potato division's first half of the year was normal. Then the prices of raw materials increased very sharply following disappointing harvests.
This lead to strong increases in sales prices, which decreased the volume and thus the proceeds. The operating cash flow is in line with expectations.
The EBITDA of the canning division contributes €22.2 million to the EBITDA result of the Group for the period ending as per 31 March 2013 (12 months) and increased by €11.9 million compared to previous accounting year. The significant increase is on the one hand caused by the fact that the canning division contributes to the consolidated results for 12 months in accounting year 2012/2013 compared to 9 months during previous accounting year. On the other hand the increase is due to a number of non-recurring elements with a negative impact on the results of €-6.9 million during previous accounting year. The operating cash flow of the canning division is also in line with the expectations for the accounting year.
Consolidated EBITDA was influenced negatively by a number of significant one-off events on the result with a total impact on the EBITDA of €-3.2 million. The most important one-off elements are related to the deepfrozen vegetable segment. These are explained in a separate section of this press release.
The consolidated REBITDA (cash flow before one-off elements) amounts to €65.0 million for the period ending as per 31 March 2013 (12 months), which represents a significant increase compared to last year (15 months) when the REBITDA amounted to €53.3 million.
As per 31 March 2013 (12 months), the recurring operating cash flow (REBITDA) of the deep-frozen vegetable division amounted to €21.3 million, which represents an increase of €10.9 million compared to the previous accounting year (15 months). The increase in recurring operating cash flow can mainly be ascribed to the same reasons as discussed for the evolution of the EBITDA of this division.
As per 31 March 2013 (12 months), the recurring operating cash flow (REBITDA) of the potato division amounted to €21.5 million compared to €25.7 million during the previous year (15 months), or a decrease of €4.2 million. The decrease in REBITDA within the potato division can mainly be ascribed to the same reasons as discussed for the evolution of the EBITDA.
The canning division contributes €22.2 million of REBITDA to the consolidated REBITDA and equals the reported EBITDA.
Non-recurring elements
The non-recurring costs included within the operating result of the continued operations as per 31 March 2013 (12 months) amount to €-2.4 million. These non-recurring costs are mainly related to the British subsidiaries for an amount of €-2.3 million and consist of the remaining costs resulting from the closure of the
sites in Bourne and Easton (€-1.6 million) and a provision for the dilapidation claim related to the rented sites in Bourne/Grimsby (UK) (€-0.5 million). The non-recurring costs related to the Belgian subsidiaries amount to €-0.1 million. The non-recurring charges included within the operating result as per 31 March 2013 (12 months) in the potato segment amount to €-1.8 million and mainly consist of advisory costs relating to the sales transaction of the potato division.
The operating results for the year ending as per 31 March 2013 (12 months) do not include non-recurring income.
Financial result
The consolidated net financial result amounts to €-17.9 million for the year ending as per 31 March 2013 (12 months) compared to €-24.6 million for the previous accounting year (15 months).
The net interest charges of the accounting year 2012/2013 ending as per 31 March 2013 (12 months) amount to €-14.5 million, which represents a decrease of €1.6 million compared to the previous accounting year (15 months). The decrease is mainly due to the prolonged accounting year last year (15 months) compared to an accounting year of 12 months in 2012/2013.
The other financial result amounts to €-3.4 million for the accounting year ending as per 31 March 2013 (12 months) compared to €-8.6 million for the previous accounting year ending as per 31 March 2012 (15 months). This is mainly the result of an increase in fair value (market-to-market value) of financial instruments in an amount of €5.1 million. These concern mainly the interest rate swaps (IRS) that needed to be concluded for the new club deal financing. By these IRS PinguinLutosa hedges against a possible increase in interest rates on the drawn financing.
Taxes
The taxes expressed in the income statement arise on the one hand from the results of the financial year and on the other hand from temporary differences between local and IFRS valuation rules, which give rise to deferred taxes.
During the accounting year ending as per 31 March 2013 (12 months) taxes had a total negative tax effect of €-5.8 million. The consolidated income taxes on the results of the accounting year ending as per 31 March 2013 amount to €-14.7 million. In addition, as per 31 March 2013 positive deferred taxes were recorded for an amount of €8.9 million. During the previous accounting year (15 months) these taxes (income and deferred) had a total positive tax effect of €7.3 million.
Consolidated net result after taxes
The total consolidated profit over the current accounting period (12 months) amounts to €11.6 million compared to €-14.1 million over the accounting period ending as per 31 March 2012 (15 months). The Group's share in the net profit as per 31 March 2013 is €11.1 million.
Key consolidated figures per share
| Earnings per share | 31/03/2013 | 31/03/2013 |
|---|---|---|
| (in € per share) | (12 months) | (12 months) |
| Basic | Diluted | |
| Earnings per share | ||
| (in € per share) | 0.68 | 0.59 |
| - Earnings per share from continued operations | 0.01 | 0.01 |
| - Earnings per share from discontinued operations | 0.67 | 0.58 |
| Earnings per share | 31/03/2012 | 31/03/2012 |
|---|---|---|
| (in € per share) | (15 months) | (15 months) |
| Basic | Diluted 3 | |
| Earnings per share | ||
| (in € per share) | -1.14 | -1.14 |
| - Earnings per share from continued operations | -1.80 | -1.80 |
| - Earnings per share from discontinued operations | 0.66 | 0.66 |
3 The diluted earnings per share equals the basic earnings per share following the anti-dilutive character of the warrants cfr. IAS 33.41
Consolidated key figures: statement of financial position per 31 March 2013 and 31 March 20124
| (All amounts in € '000) | 31/03/2013 | 31/03/2012 | Evolution in % |
|---|---|---|---|
| Assets | |||
| Non-current assets | 289,909 | 279,866 | 3.59% |
| Intangible fixed assets Goodwill |
26,815 61,855 |
27,813 61,790 |
-3.59% 0.11% |
| Tangible fixed assets | 192,448 | 185,734 | 3.61% |
| Financial fixed assets | 3,350 | 3,350 | 0.00% |
| Other amounts receivable after one year | 765 | 705 | 8.58% |
| Deferred tax asset | 4,676 | 475 | 885.11% |
| Current assets | 411,477 | 398,978 | 3.13% |
| Inventories | 254,046 | 236,837 | 7.27% |
| Amounts receivable | 123,072 | 123,708 | -0.51% |
| Cash at bank and in hand | 33,494 | 38,356 | -12.68% |
| Derivatives | 865 | 78 | 1,010.39% |
| Total | 701,386 | 678,845 | 3.32% |
| Equity and liabilities | |||
| Equity* | 182,181 | 171,400 | 6.29% |
| Provisions and deferred tax liabilities | 39,277 | 42,942 | -8.53% |
| Financial debts to credit institutions (ST) | 203,812 | 193,115 | 5.54% |
| Financial debts to credit institutions (LT) | 2,215 | 2,486 | -10.90% |
| Subordinated loan (LT) | 39,089 | 38,519 | 1.48% |
| Subordinated loan (ST) | 400 | N/A | |
| Other amounts payable (LT) | 3,128 | 3,128 | 0.00% |
| Other amounts payable (ST) | 231,284 | 227,256 | 1.77% |
| Total | 701,386 | 678,845 | 3.32% |
| Net financial debt** | 215,150 | 198,891 | 8.18% |
| Working capital | 174,975 | 179,235 | -2.38% |
* including non-controlling interests
** including subordinated loan
The intangible fixed assets comprise primarily the valuation of the brand and the client relationships of the potato division that was acquired ("Lutosa Group"), the client relationships of the canning division that was acquired ("Scana Noliko"), as well as software licences. The decrease of the heading 'intangible fixed assets' per 31 March 2013 by €1.0 million is mainly due to the combined impact of on the one hand the write-offs during the financial year (€2.3 million) and on the other hand investments (€1.2 million).
4 Consolidated management figures that contain both 'continued' and 'discontinued' operations, whereby the presentation according to 'IFRS 5 Discontinued operations' , as applied in the year-end financial statements, is not taken into account: see annex 4 for the presentation of the statement of financial position in accordance with IFRS 5.
The goodwill shown contains the goodwill from the acquisition of Salvesen (€1.2 million), the acquisition of the Lutosa Group (€51.6 million), the acquisition of the CECAB Activity (€2.9 million), the acquisition of Buitenakkers NV (€0.1 million) and the acquisition of Scana Noliko (€6.0 million).
The tangible fixed assets increased by €6.7 million from €185.7 million per 31 March 2012 to €192.4 million per 31 March 2013. This increase is due to the acquisitions in the accounting year (+€31.8 million), the depreciation charges and the write-offs in the various entities (-€22.6 million) and the remaining combined impact of the transfers, disposals and the negative foreign exchange rate fluctuations (-€2.5 million).
The financial fixed assets in an amount of €3.4 million as per 31 March 2013 include the 10% minority participations in the real estate companies of the acquired CECAB Activity.
As per 31 March 2013 the Group has recognized deferred tax assets in a total amount of €4.7 million, which represents an increase of €4.2 million compared to the situation as per 31 March 2012. This increase mainly includes the recognition of deferred tax assets on tax losses carried forward for the Belgian deep-frozen vegetables division in an amount of €3.6 million.
Inventories increased from €236.8 million as per 31 March 2012 to €254.0 million as per 31 March 2013. The increase of inventories by €17.2 million is mainly explained by the increase of the inventories of the canning division (€4.0 million) and the potato division (€17.0 million) and was compensated on the other hand by the decrease of inventories in the deep-frozen vegetable division (€-3.8 million). The increase of inventories within the potato division is mainly the consequence of significantly increased potato prices, combined with an increase of the volumes.
As per 31 March 2013, the outstanding trade receivables from continued operations amounted to €123.1 million, compared to €123.7 million as per 31 March 2012. Cash and cash equivalents decreased from €38.4 million as per 31 March 2012 to €33.5 million as per 31 March 2013.
The Group did not own treasury shares as per 31 March 2012 and as per 31 March 2013.
Equity (including non-controlling interests) increased by €10.8 million and amounts to €182.2 million as per 31 March 2013 compared to €171.4 million as per 31 March 2012. Equity as per 31 March 2013 was positively influenced by the inclusion of the results in an amount of €11.6 million. The overall impact of the translation differences amounts to €-0.2 million at 31 March 2013. The impact of various adjustments on the other comprehensive income of the period amounts to €-0.1 million as per 31 March 2013. In addition, in accordance with IFRS Standards the remaining costs of the capital increase of February 2012 were
deducted from the capital (€-0.5 million as per 31 March 2013). Shareholders' equity at 31 March 2013 amounts to 26.0% of the statement of financial position total.
The net financial debts increased by €16.3 million, from €198.9 million per 31 March 2012 to €215.2 million per 31 March 2013, mainly resulting from the combined effect of increased financial debt and a decreased liquidity position as per 31 March 2013. The subordinated loans amount to €39.5 million as per 31 March 2013. The club deal financing amounted to €196.0 million as per 31 March 2013.
Following the plan to sell the potato division (see as well 'Important events after balance sheet date'), the Group has the intention to repay the existing club deal debts which explains the decision to record the complete club deal as short term debts. Due to this reclass in an amount of €114.5 million the liquidity ratio (see definitions at the end of this press release) is 94.5% instead of 128.2% in the case that these loans would be recorded as long term debts.
There are no changes in valuation rules with a significant impact on the Group's reported results or financial position (see annex 1).
Consolidated key figures: segment information
| (All amounts in € '000) |
31/03/2013 (12 months) |
31/03/2013 (12 months) |
31/03/2013 (12 months) |
31/03/2012 (15 months) |
31/03/2012 (15 months) |
31/03/2012 (15 months) |
|---|---|---|---|---|---|---|
| Deep-frozen vegetable division |
Potato division (IFRS 5)5 |
Canning division |
Deep-frozen vegetable division |
Potato division |
Canning division |
|
| Sales Operating income |
407,723 411,248 |
264,418 281,766 |
204,346 214,569 |
392,213 398,419 |
298,719 313,907 |
141,880 146,768 |
| REBITDA REBITDA-margin |
21,289 5.18% |
21,493 7.63% |
22,234 10.4% |
10,415 2,61% |
25,661 8,2% |
17,212 11,7% |
| EBITDA | 19,901 | 19,748 | 22,234 | 2,221 | 26,693 | 10,320 |
| REBIT | 9,675 | 17,001 | 12,813 | -3,830 | 12,604 | 11,249 |
| EBIT | 7,241 | 15,197 | 12,813 | -14,643 | 13,636 | 4,356 |
Note: the canning division and the CECAB Activity were as per 31 March 2012 not yet part of the Group for the entire period (see 'Consolidation scope and period as per 31 March 2013').
Consolidated operating income of the Group amounted to €907.6 million for the period ending 31 March 2013 (12 months). During the current accounting year the deep-frozen vegetable division contributed 45.3% to the total operating income, the potato division contributed 31.1% to the total operating income and the canning division contributed 23.6% to the total operating income.
Consolidated sales of the Group amounted to €876.5 million for the period ending 31 March 2013 (12 months).
Sales in the deep-frozen vegetable division amounted to €407.7 million for the period ending 31 March 2013 (12 months) and represents 46.5% of total sales. The increase of sales by 4.0% or €15.5 million in this segment compared to last year is mainly due to the contribution of the CECAB activity for 12 months in accounting year 2012/2013 compared to 7 months in previous accounting year. The total volumes sold within the deep-frozen vegetable division increased by 0.8% in the accounting year 2012/2013 (12 months) compared to the previous accounting year that contained 15 months.
Sales in the potato division amounted to €264.4 million for the period ending 31 March 2013 (12 months), representing 30.2% of total sales. The sales of the potato division decreased by -11.5% compared to the previous accounting year, which is related to the fact that the accounting year 2012/2013 is counting 12
PINGUIN NV (member of PinguinLutosa Food Group) ● Romenstraat 3 ● 8840 WESTROZEBEKE ● Belgium Tel. +32 (0)51 788 200 ● Fax +32 (0)51 778 382 ● www.pinguinlutosa.com
5 Established under 'IFRS 5 Discontinued operations': see 'Consolidation scope and period per 31 March 2013'.
months compared to 15 months in the previous accounting year and in addition to the temporary fall of the volumes following the applied price policy.
Sales in the canning division amounted to €204.3 million for the period ending 31 March 2013 (12 months), representing 23.3% of total sales. The sales increased by 44% or €62.5 million compared to the previous accounting year, which is explained by the contribution to the Group for 12 months in the accounting year 2012/2013 compared to 9 months during the previous accounting year.
Consolidated key figures: statement of cash flows based on consolidated management figures
| (All figures in € '000) | 31/03/2013 | 31/03/2012 | Change |
|---|---|---|---|
| (12 months) | (15 months) | ||
| Cash flow from operating activities | 57,392 | 40,746 | 16,646 |
| Increase in working capital (-)/ decrease in working capital (+) | -23,852 | -19,050 | -4,802 |
| = Net cash flow from operating activities | 33,540 | 21,696 | 11,844 |
| Cash flow from investing activities | -32,091 | -120,314 | 88,223 |
| Cash flow from financing activities | -6,156 | 81,575 | -87,731 |
| Effect of exchange rate fluctuations | -155 | 410 | -565 |
| = Free cash flow | -4,862 | -16,633 | 11,771 |
| Cash and cash equivalents, opening balance | 38,356 | 54,989 | |
| Cash and cash equivalents, closing balance | 33,494 | 38,356 |
The free cash flow increased from €-16.6 million in the accounting year 2011/2012 (15 months) to €-4.9 million over the accounting year 2012/2013 (12 months). This is mainly explained by a significant improvement of the operating cash flow as a consequence of a strong improvement of the results compared to the previous accounting year.
Declaration of the auditor
The auditor confirms that the audit, which is substantially completed, did not reveal any significant adjustments to the financial information included in the press release. Unless the circumstances would change the auditor expects to issue an unqualified opinion.
Events after the balance sheet date
Between 31 March 2013 and the date on which this press release was released for publication, the following significant events after the balance sheet date have occurred:
Status of the sale of the potato division to McCain
On 19 October 2012 McCain Foods and PinguinLutosa Food Group signed a Share Purchase Agreement for the sale of Pinguin's Lutosa division to McCain Foods. The agreement is based on an enterprise value of the division of €225 million. The European Commission has approved this transaction on 28 May. For further explanations, please refer to the press release dated May 29, 2013 with regard to Lutosa.
Club deal financing
Following the plan to sell the potato division, the Group has the intention to repay the existing club deal debts before 30 June 2013 which explains the decision to record the complete club deal as short term debts as per 31 March 2013. The approval of the banks has been obtained for this.
Status of letter of intent with CECAB with a view of acquiring four real estate companies held by Union Fermière Morbihannaise SCA
On 16 March 2013 Pinguin NV signed a letter of intent with the company under French law Union Fermière Morbihannaise SCA (UFM) envisaging the possibility of an acquisition of four real estate companies, currently held 90% by UFM and 10% by Pinguin NV.
There are no other major events subsequent to the balance sheet date which have a major impact on the further evolution of the company.
Outlook6
Pinguin NV is in the final stadium of the sales process of the potato division, meaning that afterwards two divisions will remain, more specifically the deep-frozen vegetable division and the canning division. The Board of Directors and the management are fully confident that the foundations are present in order to achieve further growth in sales and profitability on a longer term.
6 Disclaimer: this press release contains forward-looking information that is based on current internal estimates and expectations and as well as market expectations. The forward-looking statements contain inherent risks and are valid only on the day on which they are made. Actual results may differ substantially from the results included in forward-looking statements.
Financial calendar
| - Availability of annual report 2012-2013: | 24 July 2013 (17:45 hrs) |
|---|---|
| - Trading update Q1 accounting year 2013-2014: | 24 July 2013 (17:45 hrs) |
| - General Assembly 2012-2013: | 20 September 2013 at 14:00 hrs at |
| Langemark, Poelkapellestraat 71 | |
| - Announcement half-year results of the PinguinLutosa | |
| Group (01/04/2013-30/09/2013): | 22 November 2013 (17:45 hrs) |
| - Trading update Q3 accounting year 2013-2014: | 24 January 2014 (17:45hrs) |
For additional information, please contact PinguinLutosa:
Mrs. Marleen Vaesen, CEO: Tel : +32 (0)56/62.27.86
M. Steven D'haene, CFO:
| Mobile | : +32 (0)476/50.99.10 |
|---|---|
| Tel | : +32 (0)56/62.27.41 |
PinguinLutosa in a nutshell
The PinguinLutosa Group (www.pinguinlutosa.com) is active predominantly in three segments, deep-frozen vegetables, potatoes and canned goods. Within the deep-frozen vegetable segment, the production of deep-frozen culinary vegetable preparations and dishes ('convenience') forms an extension of the basic activity whereas within the canning segment the preparation of ready-to-eat food such as soups, sauces, dips and pasta dishes constitutes a broadening of the basic activity (processing of harvest-fresh fruit and vegetables). Apart from the production and sales of deep-frozen potato products (chips and specialties), the Group also produces chilled pre-fried chips and potato flakes. The Group has 17 production sites in six different countries (Belgium, France, United Kingdom, Poland, Germany and Hungary) and 19 subsidiaries and sales offices on five continents.
In the accounting period ending as per 31 March 2013 PinguinLutosa realised €876.5 million of sales. The Group is entirely dedicated to all customer segmentations: food industry, catering as well as large and medium commercial outlets and fast food. The Group maintains its own R&D centre for product and process innovation.
Annex 1: Consolidated income statement (consolidated management figures)
| Consolidated income statement | 31/03/2013 | 31/03/2012 |
|---|---|---|
| (in thousands of €) | (12 months) | (15 months) |
| Sales | 876,487 | 832,812 |
| Increase/decrease (-) in inventories: finished goods and work in | ||
| progress | 19,399 | 13,670 |
| Other operating income | 11,697 | 12,612 |
| Raw materials, consumables and goods for resale | -497,743 | -500,643 |
| Services and other goods | -220,366 | -201,024 |
| Personnel costs | -117,240 | -111,421 |
| Depreciation and amortization | -24,413 | -31,753 |
| Impairment losses on assets | -1,898 | |
| Impairments, write-offs | -1,030 | -1,784 |
| Provisions | -1,188 | -450 |
| Other operating charges | -10,352 | -6,773 |
| Operating result (EBIT) | 35,251 | 3,349 |
| Non-recurring income | 1,289 | |
| Non-recurring expenses | -4,238 | -17,963 |
| Operating result before non-recurrings (REBIT) | 39,489 | 20,023 |
| Financial income | 4,184 | 2,157 |
| Financial expenses | -22,093 | -26,804 |
| Operating profit after net finance costs | 17,342 | -21,299 |
| Taxes | -5,756 | 7,244 |
| PROFIT (LOSS) OF THE PERIOD | 11,586 | -14,055 |
| Attributable to: | ||
| - The shareholders of PinguinLutosa (the 'Group') | 11,102 | -13,763 |
| - Non-controlling interests | 484 | -292 |
In the accounting period ending 31 March 2013 no major changes took place in the valuation rules compared with the previous reporting period.
Annex 2: Definitions
Liquidity Current assets / current liabilities Non-recurring elements Operating charges and revenu that are related to restructuring programs, impairment losses, environmental provisions or other events and transactions that are clearly distinct from the normal
| activities of the Group | |
|---|---|
| REBIT | EBIT + non-recurring result |
| REBITDA | EBITDA + non-recurring result |
Annex 3: Condensed consolidated income statement in accordance with IFRS 5
| Consolidated income statement | 31/03/2013 | 31/03/2012 |
|---|---|---|
| (in thousands of €) | (12 months) | (15 months) |
| CONTINUED OPERATIONS | ||
| Sales Increase/decrease (-) in inventories: finished goods and work in progress |
612,087 3,714 |
534,093 2,406 |
| Other operating income | 12,012 | 10,702 |
| Raw materials, consumables and goods for resale Services and other goods Personnel costs Depreciation and amortization Impairment losses on assets Impairments, write-offs Provisions |
-344,424 -148,293 -85,296 -20,271 -681 -1,128 |
-327,240 -129,468 -73,309 -20,883 -1,495 -450 |
| Other operating charges | -7,665 | -4,643 |
| Operating profit (EBIT) | 20,055 | -10,287 |
| Non-recurring income Non-recurring expenses |
-2,433 | 257 -17,963 |
| Operating profit before non-recurrings (REBIT) | 22,488 | 7,419 |
| Financial income Financial expenses |
2,201 -21,561 |
1,085 -24,420 |
| Operating profit after net finance costs | 695 | -33,622 |
| Taxes | -66 | 11,592 |
| Profit (loss) of the period from continued operations | 629 | -22,030 |
| DISCONTINUED OPERATIONS | ||
| Profit (loss) of the period from discontinued operations | 10,957 | 7,975 |
| PROFIT (LOSS) OF THE PERIOD | 11,586 | -14,055 |
| Attributable to: - The shareholders of PinguinLutosa (the 'Group') - Non-controlling interests |
11,102 484 |
-13,763 -292 |
| Profit (loss) from discontinued operations | 31/03/2013 | 31/03/2012 |
|---|---|---|
| (in thousands of €) | (12 months) | (15 months) |
| Sales | 267,490 | 301,803 |
| Increase/decrease (-) in inventories: finished goods and work in | ||
| progress | 15,685 | 11,264 |
| Other operating income | 6,682 | 6,511 |
| Expenses (operating and financial) | -273,210 | -307,254 |
| Loss on the remeasurement to fair value less costs to sell | ||
| Operating result after net financing costs | 16,647 | 12,324 |
| Attributable income tax expense | -5,690 | -4,349 |
| Profit / (loss) of the period from discontinued operations | 10,957 | 7,975 |
| Attributable to: | ||
| - The shareholders of PinguinLutosa (the 'Group') | 10,956 | 7,974 |
| - Non-controlling interests | 1 | 1 |
Annex 4: Condensed consolidated statement of financial position in accordance with IFRS 5
In accordance with the planned sale of the potato division, which was announced at the end of October 2012, the assets and liabilities related to the assets of the potato division were as per 31 March 2013 included as 'assets classified as held for sale' and 'liabilities related to assets classified as held for sale'.
| (All amounts in € '000) | 31/03/2013 | 31/03/2012 | Evolution in % |
|---|---|---|---|
| Assets | |||
| Non-current assets | 180,788 | 279,866 | -35.40% |
| Intangible fixed assets | 24,322 | 27,813 | -12.55% |
| Goodwill | 10,233 | 61,790 | -83.44% |
| Tangible fixed assets | 131,449 | 185,734 | -29.23% |
| Financial fixed assets | 3,350 | 3,350 | 0.00% |
| Other amounts receivable after one year | 726 | 705 | 3.10% |
| Deferred tax asset | 10,708 | 475 | 2,156.07% |
| Current assets | 603,200 | 398,978 | 51.19% |
| Inventories | 200,516 | 236,837 | -15.34% |
| Amounts receivable | 85,060 | 123,708 | -31.24% |
| Cash at bank and in hand | 21,815 | 38,356 | -43.12% |
| Derivatives | 561 | 78 | 620.37% |
| Assets classified as held for sale | 295,248 | N/A | |
| Total | 783,988 | 678,845 | 15.49% |
| Equity and liabilities | |||
|---|---|---|---|
| Equity* | 182,181 | 171,400 | 6.29% |
| Provisions and deferred tax liabilities | 27,991 | 42,942 | -34.82% |
| Financial debts to credit institutions (ST) | 197,572 | 193,115 | 2.31% |
| Financial debts to credit institutions (LT) | 2,167 | 2,486 | -12.80% |
| Subordinated loan (LT) | 39,089 | 38,519 | 1.48% |
| Subordinated loan (ST) | 400 | N/A | |
| Other amounts payable (LT) | 3,128 | 3,128 | 0.00% |
| Other amounts payable (ST) | 231,831 | 227,256 | 2.01% |
| Liabilities related to assets classified as held for sale | 99,629 | N/A | |
| Total | 783,988 | 678,845 | 15.49% |
| Net financial debt** | 215,150 | 198,891 | 8.13% |
| Working capital | 174,975 | 179,235 | -2.38% |
* including non-controlling interests
** including subordinated loan
The main assets and liabilities related to discontinued operations at the end of the reporting period are detailed as follows:
| Assets and liabilities related to assets classified as held for sale | 31/03/2013 |
|---|---|
| (in thousands of €) | |
| Intangible fixed assets | 2,493 |
| Goodwill | 51,622 |
| Tangible fixed assets | 61,000 |
| Long-term receivables | 39 |
| Inventories | 53,530 |
| Amounts receivable | 114,582 |
| Other financial assets | 304 |
| Cash and cash equivalents | 11,679 |
| TOTAL ASSETS CLASSIFIED AS HELD FOR SALE | 295,248 |
| Provisions | 61 |
| Financial debts at credit institutions (LT) | 47 |
| Deferred tax liabilities | 17,258 |
| Financial debts to credit institutions (ST) | 7,139 |
| Trade payables | 57,509 |
| Tax payable | 4 |
| Remuneration and social security | 11,905 |
| Other amounts payable | 5,696 |
| TOTAL LIABILITIES RELATED TO ASSETS CLASSIFIED AS HELD FOR SALE | 99,629 |
| NET ASSETS RELATED TO ASSETS CLASSIFIED AS HELD FOR SALE | 195,619 |