Earnings Release • Nov 12, 2020
Earnings Release
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12 November 2020
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| • | GROUP OVERVIEW | Pag. 3 |
|---|---|---|
| • | KEY FINANCIALS 9M 2020 | Pag. 8 |
| • | OUTLOOK | Pag. 14 |
| • | APPENDIX | Pag. 19 |
This document (the Document) was prepared by ORSERO S.p.A. (Company) only for the purposes of presenting the Company.
The information contained herein may not be complete and exhaustive and no guarantee can be given as to its accuracy.
This Document was drafted on the basis of data and information of the Company and/or in the public domain, and on parameters and assumptions determined in good faith by the Company. However, these parameters and assumptions are not the only ones that could have been selected for the purpose of preparing this Document, therefore the application of additional parameters and assumptions, or the existence of different market conditions, could lead, in good faith, to analyses and assessments that may differ, in whole or in part, from those contained herein.
The information and/or the assessments contained herein have not been subjected to verification by independent experts, and are subject to changes and/or updates. The Company undertakes no obligation to give prior or subsequent communication in the event that any such changes and additions may become necessary or appropriate.
No information contained in this Document can or shall be considered a guarantee or an indication of future operating, financial and equity results of the Company.
To the extent permitted by applicable law, the Company and its corporate officers, managers, employees, and consultants do not make any declaration or guarantee and do not assume any obligation, either express or implied, or responsibility as to the accuracy, sufficiency, completeness and update of any information contained in the Document nor in respect of any errors, omissions, inaccuracies or negligence herein.
This Document is provided merely for information and indicative purposes and does not constitute in any way a proposal to enter into any contract nor a public offering of financial products, nor advice or a recommendation to buy or sell any financial products.
You are the exclusive addressee of this Document which as such cannot be delivered nor disclosed to any third parties nor reproduced, in whole or in part, without the prior authorization of the Company.
Figures and numbers included in this document are rounded.
The Manager in charge of preparing the corporate accounting documents of Orsero S.p.A., Mr. Giacomo Ricca certifies, pursuant to art. 154-bis, paragraph 2, of Legislative Decree 58/98 that the accounting information contained in this press release corresponds to the documentary results, books and accounting records.
WE BRING THE WORLD CLOSER, EVERY DAY.
Around the world, our Group is seen as a symbol of Italian excellence, tenacity and success. We're known for delicious fruit and vegetable products, as well as our authenticity and integrity.
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FROM ALL FOUR CORNERS OF THE PLANET TO YOUR TABLE, IN EVERY SEASON.
The world has changed since we first started working in the fresh fruit and veg section, but one essential principle has remained the same for us. Our unerring focus on quality. We now manage and monitor the entire value chain, allowing us to achieve excellence and ensure safety and security at every stage and thus maintain the freshness and quality of our products.
GRUPO FERNANDEZ S.A. 6,3%
(**)
PRAUDE ASSET MANAGEMENT LTD. 9,5%
PAOLO PRUDENZIATI Chairman
RAFFAELLA ORSERO Deputy Chair and CEO
CFO & Co-CEO
MATTEO COLOMBINI
Analyst coverage
GLOBAL PORTFOLIO INVESTMENTS S.L. 5,7%
| BANCA AKROS | Andrea Bonfà |
|---|---|
| INTESA SANPAOLO – IMI CIB |
Gabriele Berti |
| CFO SIM | Luca Arena |
| EQUITA SIM |
Emanuele Gallazzi |
FIRST CAPITAL S.P.A. 5,1%
TREASURY SHARES 0,7%
The Board of Directors (term 2020-2022) consists of 9 people, 7 elected from the majority list and 2 from the minority one.
In accordance with the Italian Corporate Governance Code, the independent directors' quota ( 5 out 9 members) and the gender balance (3 out 9 members) are fully respected.
Within the BoD are constituted the following committees, composed of independent or nonexecutive directors:
(*) Last update October 31,2020. Total shares 17.682.500. Treasury shares 127.314. (**) FIF Holding SPA and Grupo Fernández S.A. are bounded by a shareholder agreement.
From Jan. 1st , 2020, Orsero adopted a renewed segment reporting scheme. The main effect is the shift of import business from Import & Shipping, now renamed Shipping, to Distribution BU, now renamed Import & Distribution. Historical data (2015-2018) have not been restated. See details in annex.
| M€ | 9M 2020 | 9M 2019 | Total Change | |||
|---|---|---|---|---|---|---|
| Amount | % | |||||
| Net Sales | 788,7 | 748,3 | 40,5 | 5,4% | ||
| Adjusted EBITDA |
39,2 | 28,2 | 11,0 | 38,9% | ||
| Adjusted EBITDA Margin |
5,0% | 3,8%+120 Bps. | ||||
| Adjusted EBIT |
20,1 | 9,6 | 10,6 110,3% | |||
| Adjusted Net Profit |
13,3 | 3,6 | 9,7 269,9% | |||
| Non-recurring items (net of tax) | ( 1,4) | ( 2,7) | ns | ns | ||
| Net Profit | 11,9 | 0,9 | 11,0 1258,7% | |||
| Adjusted EBITDA excl. IFRS 16(*) |
33,2 | 21,3 | 11,9 | 56,2% | ||
| M€ | 9M 2020 | FY 2019 | Total Change Amount |
|||
| Net Invested Capital |
275,3 | 277,8 | ||||
| Total Equity | 160,6 | 150,9 | ||||
| Net Financial Position | 114,7 | 126,9 | ||||
| NFP/Adj.EBITDA Ratio(*) |
2,3 | 3,3 | ||||
| Net Financial Position excl. IFRS 16(**) | 85,2 | 66,9 | ||||
| NFP/Adj.EBITDA Ratio excl. IFRS16(*) |
2,1 | 2,3 |
(*) For the purpose of this ration the Adj. EBITDA figure is Trailing Twelve Months September
(**) Data excluding the effect of IFRS 16 adoption, consisting chiefly in the recognition of incremental Adjusted Ebitda of abt. 6 M€ in 9M 2020 and abt. 7 M€ in 9M 2019 and incremental NFP of 29,5 M€ in 9M 2020 and 60 M€ in FY 2019
Import & Distribution
Service/holding
Shipping
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(*) Pro-rata revenues of companies acquired , net of I/co eliminations.
Adjusted EBITDA excl. IFRS16(**) 9M 2020 is equal to 33,2 M€ vs 21,3 M€, or 4,2% on sales vs 2,8% LY
(**) Data excluding the effect of IFRS 16 adoption, consisting chiefly in the recognition of incremental Adjusted Ebitda of abt. 6 M€ in 9M 2020 and abt. 7 M€ in 9M 2019 and incremental NFP of 29,5 M€ in 9M 2020 and 60 M€ in FY 2019
‣ IFRS 16 liabilities as of Dec. 2019 were 60 M€, the reduction is due to the instrumental properties deal: the «right-of-use» and «debt» related to the leases of the acquired asset was abt. 27,5 M€ against an actual outlay of 17,8 M€. See detail in annex.
(*)Noncash capex excluded from variance analysis: incremental IFRS 16 right-of-use equal to 2,1 M€ and goodwill increase of 1,6 M€ .
(**) 2017 Pro forma data reflect all the effects of the acquisition carried on during the year 2017. Limited to this purpose, the acquired companies have been assumed fully controlled from Jan. 1,2017.
(*) 2017 Pro forma data take into account all the effects of the acquisition carried on during the year 2017. Limited to this purpose, the acquired companies have been assumed fully controlled from Jan. 1,2017.
| ACTUAL 9M 2020 |
GUIDANCE FY 2020 |
ACTUAL FY 2019 |
|
|---|---|---|---|
| Net Sales | 788,7 | 1.030/1.050 M€ | 1.006 |
| % chg. vs previus period |
+5,4% | +2,4%/+4,4% | |
| Adj. EBITDA excl. IFRS 16 | 33,2 | 37,5/39,5 M€ | 28,9 |
| % chg. vs previus period |
+56,2% | +30%/+37% | |
| Adj. EBITDA | 39,2 | 44,5/46,5 M€ | 38,7 |
| % chg. vs previus period |
+38,9% | +15%/+20% | |
| NFP excl. IFRS 16 | 85,2 | 70/ 75 M€ | 66,9 M€ |
| NFP Reported | 114,7 | 100/105 M€ | 126,9 M€ |
BUSINESS MODEL
MARKET
NUMBERS
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| ORSERO | The Group's strategy is to keep focusing on its core business, with particular regard to fresh fruit and vegetables, strengthening its competitive position in southern Europe, while maintaining a solid financial and asset structure. |
|---|---|
| IMPORT & DISTRIBUTION SEGMENT |
In the coming years, the Import & Distribution BU revenue growth drivers will be: - organic growth, which in turn is based on some development guidelines: ‣ limited but steady increase of consumption of fresh Fruit and Vegetables, ‣ consolidation of the European distribution market, ‣ development of products with a greater level of "convenience"/ service such as fresh-cut fruit, portioned and prewashed fruit, exotic fruit and fresh smoothies. - growth by external lines: ‣ acquisitions in the distribution sector; ‣ investment in companies specialized in market segments or high potential product lines - reduction of the dependence on bananas, by increasing the weight of the other products. - Import, to maintain the current position in green banana and pineapples, ‣ search for attractive partnerships with growers ‣ monitoring of EUR/USD exchange rate; Medium-long term: increase from ~1% to ~10% the share of distribution sales from all new and added-value product families |
| SHIPPING | Shipping, to preserve the value of the ship and trying to mitigate the exposure to the operational risks of this activity: - execution of the mandatory maintenance cycles (Dry-dock), - Reduction of fuel consumption, - BAF Clause (freight rate adjustment on fluctuation of fuel costs) IMO – MARPOL 2020(*), is effective from 1 Jan. 2020: - the Group's refer vessels are burning bunker fuel compliant with new regulations (i.e. Sulphur content <0,5%) |
(*) Environmental regulation promoted by the IMO to curb Sulphur emission, further information to the link:http://www.imo.org/en/mediacentre/hottopics/pages/sulphur-2020.aspx
This reorganization reflects the increasing interconnection between the banana and pineapple import business and the distribution business: 85% of the revenues relating to this business are developed through the Group's distribution network; in addition.
The new business segmentation will bring a simplification in the understanding of the BU data, reducing the amount of intra-segment revenues originated in the past from Simba and, thus, the elimination among Group's different BU's.
• the Service segment is residual and comprises the parent company Orsero (strategic coordination and promotion/marketing of "F.lli Orsero" brand) and some companies engaged in providing ancillary services (ICT and Customs clearance).
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Note: This slide is an illustrative and simplified company structure showing only the main operating subsidiaries/associates/joint ventures of Orsero Group. If not otherwise specified the companies are intended as wholly owned by the Group.
PURCHASE OF 4
INDUSTRIAL PROPERTIES IN
ITALY
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PROPERTIES DESCRIPTION:
• The 4 buildings have a total area of ~ 34,200 m2 and are already deployed as logistic platform by Fruttital, the main distributing company of Orsero Group, under a lease agreement (stipulated in 2015 and expiring in 2035) at an annual rent of 2.1 M€.
TRANSACTION CONDITIONS
MAIN IMPACT
(*) Given the size of the transaction, it is qualified as a "transaction of greater importance with related parties". In this respect, an information document pursuant to art. 5 of Consob Regulation no. 17221/2010 is available to the public on the corporate website (www.orserogroup.it).
| Amounts in €/000 |
9M 2020 Excl. IFRS 16* |
% | IFRS 16 Effect |
9M 2020 Reported |
% | 9M 2019 Reported |
% | Reported 31/12/2019 |
% | Reported 31/12/2018 |
% |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Net sales | 788.709 100,0% | - | 788.709 100,0% | 748.252 100,0% | 1.005.718 100,0% | 952.756 | 100,0% | ||||
| - cost of goods sold |
(720.971) | -91,4% | 442 (720.529) | -91,4% | (689.735) | -92,2% | (927.927) | -92,3% | (874.801) | -91,8% | |
| Gross Profit | 67.738 | 8,6% | 442 | 68.180 | 8,6% | 58.517 | 7,8% | 77.792 | 7,7% | 77.956 | 8,2% |
| - overheads |
(49.721) | -6,3% | 74 (49.647) | -6,3% | (50.833) | -6,8% | (67.693) | -6,7% | (67.016) | -7,0% | |
| - other income and expenses |
(1.614) | -0,2% | 133 | (1.481) | -0,2% | (1.905) | -0,3% | (1.720) | -0,2% | 412 | 0,0% |
| Operating Result (Ebit) |
16.403 | 2,1% | 649 | 17.052 | 2,2% | 5.780 | 0,8% | 8.378 | 0,8% | 11.352 | 1,2% |
| - net financial items and exch. rate |
(1.519) | -0,2% | (754) | (2.273) | -0,3% | (3.298) | -0,4% | (4.623) | -0,5% | (2.461) | -0,3% |
| - net result from equity investments |
813 | 0,1% | 813 | 0,1% | 835 | 0,1% | 959 | 0,1% | 1.163 | 0,1% | |
| - Share of net profit of associated/JV |
633 | 0,1% | - | 633 | 0,1% | (60) | 0,0% | 751 | 0,1% | 1.187 | 0,1% |
| Profit before tax |
16.329 | 2,1% | (106) | 16.224 | 2,1% | 3.257 | 0,4% | 5.465 | 0,5% | 11.241 | 1,2% |
| - tax expenses |
(4.307) | -0,5% | - | (4.307) | -0,5% | (2.380) | -0,3% | (3.201) | -0,3% | (3.239) | -0,3% |
| Net profit | 12.022 | 1,5% | (106) | 11.916 | 1,5% | 877 | 0,1% | 2.264 | 0,2% | 8.002 | 0,8% |
| INCOME STATEMENT ADJUSTMENTS: | |||||||||||
| ADJUSTED EBITDA | 33.210 | 4,2% | 6.028 | 39.238 | 5,0% | 28.242 | 3,8% | 38.706 | 3,8% | 32.857 | 3,4% |
| D&A | (12.649) | -1,6% | (5.379) | (18.028) | -2,3% | (17.225) | -2,3% | (23.707) | -2,4% | (13.673) | -1,4% |
| Provisions | (1.068) | -0,1% | - | (1.068) | -0,1% | (1.440) | -0,2% | (2.046) | -0,2% | (1.706) | -0,2% |
| LTI Plan | - | 0,0% | - | - | 0,0% | - | 0,0% | - | 0,0% | (2.142) | -0,2% |
| Non recurring Income |
80 | 0,0% | - | (*) 80 |
0,0% | 636 | 0,1% | 820 | 0,1% | 279 | 0,0% |
| Non recurring Expenses |
(3.170) | -0,4% | - | (3.170) | -0,4% | (4.433) | -0,6% | (5.395) | -0,5% | (4.263) | -0,4% |
| Operating Result (Ebit) |
16.403 | 2,1% | 649 | 17.052 | 2,2% | 5.780 | 0,8% | 8.378 | 0,8% | 11.352 | 1,2% |
(*) Data excluding the effect of IFRS 16 adoption, consisting chiefly in the recognition of incremental Adjusted Ebitda of abt. 6 M€ in 9M 2020 and abt. 7 M€ in 9M 2019 and incremental NFP of 29,5 M€ in 9M 2020 and 60 M€ in FY 2019
| Amounts in €/000 |
9M 2020 No IFRS 16 |
IFRS 16 Effect |
9M 2020 Reported |
31/12/2019 Reported |
|---|---|---|---|---|
| - goodwill |
48.426 | - | 48.426 | 46.828 |
| - other intangible assets |
5.995 | - | 5.995 | 5.145 |
| - tangible assets |
138.274 | 29.008 | 167.282 | 181.722 |
| - financial assets |
6.653 | - | 6.653 | 8.117 |
| - other fixed assets |
5.171 | - | 5.171 | 5.401 |
| - deferred tax assets |
7.956 | - | 7.956 | 9.122 |
| Non-Current Assets | 212.475 | 29.008 | 241.483 | 256.336 |
| - inventories |
39.940 | - | 39.940 | 36.634 |
| - trade receivables |
142.377 | - | 142.377 | 121.439 |
| - current tax receivables |
14.645 | - | 14.645 | 16.971 |
| - other current asset |
15.172 | - | 15.172 | 11.066 |
| - cash and cash equivalent |
45.843 | - | 45.843 | 56.562 |
| Current Assets |
257.977 | - | 257.977 | 242.672 |
| Assets held for sale |
- | - | - | - |
| TOTAL ASSETS | 470.453 | 29.008 | 499.461 | 499.008 |
| Amounts in €/000 |
9M 2020 No IFRS 16 |
IFRS 16 Effect |
9M 2020 Reported |
31/12/2019 Reported |
|
|---|---|---|---|---|---|
| - share capital |
69.163 | - | 69.163 | 69.163 | |
| - reserves |
79.410 | (372) | 79.038 | 79.036 | |
| - net result |
11.911 | (103) | 11.808 | 2.022 | |
| Group Equity | 160.484 | (475) | 160.008 | 150.221 | |
| Non-Controlling Interest |
603 | (6) | 597 | 710 | |
| TOTAL SHAREHOLDERS' EQUITY | 161.087 | (481) | 160.605 | 150.931 | |
| - non-current financial liabilities |
88.540 | 23.056 | 111.596 | 131.583 | |
| - other non-current liabilities |
254 | - | 254 | 349 | |
| - deferred tax liabilities |
5.097 | - | 5.097 | 5.216 | |
| - provisions for risks and charges |
4.720 | - | 4.720 | 4.345 | |
| - employees benefits liabilities |
9.413 | - | 9.413 | 9.422 | |
| NON-CURRENT LIABILITIES | 108.024 | 23.056 | 131.080 | 150.915 | |
| - current financial liabilities |
42.507 | 6.433 | 48.940 | 51.897 | |
| - trade payables |
135.288 | - | 135.288 | 127.523 | |
| - current tax and social security liabilities |
8.428 | - | 8.428 | 6.400 | |
| - other current liabilities |
15.119 | - | 15.119 | 11.343 | |
| CURRENT LIABILITIES | 201.342 | 6.433 | 207.775 | 197.162 | |
| Liabilities held for sale | - | - | - | ||
| TOTAL LIABILITIES AND EQUITY | 470.453 | 29.008 | 499.461 | 499.008 |
H2= second half (i.e. period 1/7/2019-31/12/2019
I/co = Intercompany
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