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Raisio Oyj — Interim / Quarterly Report 2012
Nov 6, 2012
3286_10-q_2012-11-06_70387b82-e34b-4c2d-98c5-134ee6ef1bcc.pdf
Interim / Quarterly Report
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Q3/2012
RAISIO PLC
Interim Report 1 January – 30 September 2012
6 Financial Statements 2011
RAISIO'S EARNINGS PER SHARE IMPROVED
July-September 2012, continuing operations excluding one-off items
- Group's net sales increased almost 14%. Net sales totalled EUR 161.0 million (Q3/2011: EUR 141.7 million).
- Group's EBIT was EUR 10.7 million (Q3/2011: EUR 10.7 million) accounting for 6.6% (7.5%) of net sales.
- Brands Division's profitability was in line with objectives, EBIT 11.3% (12.8%) of net sales.
- Net sales for feeds and farming supplies rose by almost 40%.
- Loss of feed protein business halved. Raisio took steps to increase flexibility, which will improve future profitability.
Raisio Group's key figures excluding one-off items
| Q3/ | Q3/ | Q1-Q3/ | Q1-Q3/ | |||
|---|---|---|---|---|---|---|
| 2012 | 2011 | 2012 | 2011 | 2011 | ||
| Results from continuing | ||||||
| operations | ||||||
| Net sales | M€ | 161.0 | 141.7 | 446.6 | 413.9 | 552.6 |
| Change in net sales | % | 13.6 | 27.6 | 7.9 | 33.6 | 30.5 |
| EBIT | M€ | 10.7 | 10.7 | 28.0 | 26.9 | 31.8 |
| EBIT | % | 6.6 | 7.5 | 6.3 | 6.5 | 5.8 |
| Depreciation and impairment | M€ | 4.2 | 4.5 | 12.4 | 12.5 | 17.0 |
| EBITDA | M€ | 14.8 | 15.2 | 40.4 | 39.4 | 48.8 |
| Net financial expenses | M€ | -1.2 | -0.2 | -2.1 | -1.2 | -1.5 |
| Earnings per share (EPS) | € | 0.06 | 0.05 | 0.14 | 0.13 | 0.16 |
| Balance sheet | ||||||
| Equity ratio | % | - | - | 62.0 | 60.5 | 60.2 |
| Gearing | % | - | - | 2.4 | -0.2 | -7.5 |
| Net interest-bearing debt | M€ | - | - | 7.7 | -0.7 | -24.8 |
| Equity per share | € | - | - | 2.10 | 2.08 | 2.13 |
| Gross investments | M€ | 1.7 | 1.9 | 7.7* | 68.6* | 71.2* |
| Share | ||||||
| Market capitalisation** | M€ | - | - | 440.4 | 374.4 | 372.3 |
| Enterprise value (EV) | M€ | - | - | 448.1 | 373.7 | 347.5 |
| EV/EBITDA | - | - | 9.0 | 8.1 | 7.1 |
* Including acquisitions
** Excluding the company shares held by the Group
Chief Executive's review
"Raisio's EBIT for the three first quarters is clearly stronger compared to last year's figure despite the difficult consumer market conditions in Europe and poor performance of Finnish agribusiness. Brands Division's EBIT for January-September was over 20 per cent higher than in the comparison period. The main reasons for this are good growth and profitability in our UK food operations and Benecol's ability to steadily make good results. Profitability of the acquired companies is now better than at the time of acquisition. The general situation in European consumer markets continues challenging, but Raisio is moving on according to plan.
Successful acquisitions and the integration of operations as part of the Brands Division have wide-ranging impacts. This autumn, we started with a Consumer brands unit, under which we collected different market areas for tight control and joint resourcing. Effective and profitable operations in the UK are also reflected in the Northern European food operations, where we have taken actions to improve profitability and competitiveness by allocating resources within the entire Consumer brands unit to meet the size of markets.
Raisio has started measures aimed at improved profitability and increased production flexibility in the feed protein business. In the third quarter of 2012, we managed to cut losses in half, but our target level remains higher.
For Raisioagro, we have clarified our views of measures needed in the improvement of weaker product segments. As a real Finnish alternative, Raisioagro is attracting growing interest among customers in changing market conditions."
GROUP'S CONTINUOUS OPERATIONS
Financial reporting
Raisio Group reports on its performance in line with continuing operations. All figures mentioned in this review are comparable. The Divisions that are reported in line with continuing operations include Brands and Raisioagro.
The Brands Division includes Consumer brands and Licensed brands units. Consumer brands unit is examined by key market areas in the text. Big Bear Group is included in the Western Europe's comparison figures starting from 4 February 2011. Sulma operations became part of the Eastern European operations on 20 March 2012. Licensed brands unit includes Benecol.
Raisioagro Division includes feeds, grain trade, protein meals and vegetable oils, farming supplies and bioenergy.
Comparison figures in brackets refer to the corresponding date or period one year earlier unless otherwise stated.
Operating environment
The economic situation in Europe except for Russia remains weak and the ability to maintain margins is increasingly challenging. Weak growth and rising costs have forced all companies in different industries to intensify their operations. Even though the strongest pressure is not on the grocery trade, it is not possible for Raisio to continue without reacting to the situation. Profitability of Raisio's brands remained good especially in the UK and Eastern Europe despite weak market conditions.
In the review period, there was a sharp increase in grain and protein raw material prices globally. This increased cost pressures particularly in livestock and fish farms, since producer prices in Finland have not followed the rise in input prices. Profitability of the farms in difficulty declined even further. Exceptionally poor conditions in Finnish grain and grass harvesting are estimated to increase the demand for industrial feeds in Finland.
In Raisioagro's key market Finland, milk and beef production remained at the comparison period's level. Pork production declined, whereas poultry meat production increased. Production of industrial feeds in Finland remained at the last year's level.
The planned sale of the share majority in Hankkija Agriculture Ltd to the Danish DLA will probably negatively affect the Finnish agricultural trade. DLA and S Group's intended joint ownership in Hankkija Agriculture Ltd can be seen as a particular threat; it could bring more unhealthy features to the agritrade. On the other hand, it is possible that a real Finnish alternative, such as Raisioagro, will interest customers more in the future.
Net sales
Raisio Group's net sales in July-September 2012 totalled EUR 161.0 (141.7) million. Net sales for the Brands Division were EUR 86.2 (81.5) million and for the Raisioagro Division EUR 75.0 (60.5) million. Net sales for other operations totalled EUR 0.5 (0.5) million.
The Group's January-September net sales were EUR 446.6 (413.9) million, almost 8 per cent more than in the comparison period. The Brands Division accounted for some 56 per cent and Raisioagro 44 per cent of the Group's net sales. January-September net sales from outside Finland represented 49.8 (43.4) per cent of the Group's total, amounting to EUR 222.3 (179.8) million.
Result
Raisio Group's July-September EBIT was EUR 9.9 and, excluding one-off items, 10.7 (10.7) million, which is 6.2 and, excluding one-off items, 6.6 (7.5) per cent of net sales. The Group's third-quarter EBIT included a one-off item of EUR 0.7 million, which includes expenses resulting from acquisition and streamlining projects. EBIT of the Brands Division totalled EUR 9.2 and, excluding one-off items, 9.7 (10.4) million and that of Raisioagro EUR 1.2 (0.4) million. EBIT for other operations was EUR -0.4 and, excluding one-off items, -0.3 (-0.4) million.
The Group's EBIT in January-September was EUR 27.2 and, excluding one-off items, 28.0 (25.8 and, excluding one-off items, 26.9) million. EBIT is 6.1 and, excluding one-off items, 6.3 (6.2 and, excluding one-off items, 6.5) per cent of the Group's net sales. In the comparison period, the Brands Division's EBIT included a one-off item of EUR 1.1 million resulting from the Big Bear Group acquisition costs following the due diligence process. The Brands Division's EBIT in January-September was EUR 29.1 and, excluding one-off items, 29.7 (23.5 and, excluding one-off items, 24.6) million. EBIT for the Raisioagro Division was EUR -0.2 (3.4) million and for other operations EUR -1.7 and, excluding one-off items, -1.6 (-1.2) million.
Depreciation and impairment, allocated to operations in the income statement, amounted to EUR 4.2 (4.5) million in July-September and to EUR 12.4 (12.5) million in January-September.
The Group's net financial expenses in July-September totalled EUR -2.3 and, excluding one-off items, -1.2 (-0.2) million. The Group's net financial expenses in January-September totalled EUR -13.3 and, excluding one-off items, -2.1 (-3.4 and, excluding one-off items, -1.2) million. Financial items include one-off items of EUR 11.2 million resulting from the difference between the confirmed purchase price of Raisio UK Ltd's non-controlling interest and the estimated purchase price previously recorded in the balance sheet and the implementation of the redemption of that non-controlling interest. Additional purchase price debt to Raisio UK's non-controlling interest of a total of EUR 2.2 million, resulting from the acquisition of Big Bear Group, has been recorded as a one-off item in the comparison period's financial items.
The pre-tax result for the third quarter was EUR 7.5 and, excluding one-off items, 9.4 (10.5) million and in January-September EUR 13.8 and, excluding one-off items, 25.7 (22.4 and, excluding one-off items, 25.7) million.
The Group's post-tax result in July-September totalled EUR 7.6 and, excluding one-off items, 9.3 (7.9) million January-September post-tax result was EUR 9.8 and, excluding one-off items, 21.6 (16.3 and, excluding one of items, 19.6) million. The Group's earnings per share for continuing operations in July-September were EUR 0.05 and, excluding one-off items, 0.06 (0.05). Earnings per share in January-September were EUR 0.06 and, excluding one-off items, 0.14 (0.11 and, excluding one-off items, 0.13).
Balance sheet, cash flow and financing
At the end of September, the Raisio Group's balance sheet totalled EUR 531.9 (31 December 2011: 561.8) million. Shareholders' equity was EUR 327.1 (31 December 2011: 332.9) million, while equity per share was EUR 2.10 (31 December 2011: 2.13).
At the end of September 2012, the Group's interest-bearing financial liabilities were EUR 91.8 (31 December 2011: 115.7) million. Net interest-bearing debt was EUR 7.7 (31 December 2011: -24.8) million.
On 30 September 2012, the Group's equity ratio totalled 62.0 (31 December 2011: 60.2) per cent and net gearing was 2.4 (31 December 2011: -7.5) per cent. Return on investment was 5.1 and, excluding one-off items, 8.7 (31 December 2011: 7.3 and, excluding one-off items, 8.1) per cent. Cash flow from business operations in January-September was EUR 7.9 (20.9) million.
At the end of September 2012, working capital amounted to EUR 84.2 million. A year earlier, the amount tied up in working capital was EUR 80.2 million.
Investments
The Group's gross investments in July-September totalled EUR 1.7 (1.9) million. Gross investments of the Brands Division were EUR 1.2 (1.2) million, those of Raisioagro EUR 0.3 (0.5) million and those of other operations EUR 0.2 (0.2) million.
The Group's gross investments for January-September amounted to EUR 7.7 (68.6 and, excluding acquisitions, 5.3) million. The largest investment in 2012 has been the acquisition of Sulma pasta factory's fixed assets in Poland.
In addition, the largest investment shown in the cash flow statement is the payment of EUR 32.6 million for the remaining part of the acquisition completed in 2010; the payment was carried out as the acquisition of shares in the subsidiaries.
Research and development
The Group's research and development expenses in July-September were EUR 1.6 (1.4) million and EUR 5.0 (4.9) million in January-September.
Our new Maituri 12000 E Benemilk feed has been well received by customers. Raisio continues its strong investment in the R&D of new generation feeds.
The study of MTT Agrifood Research Finland conducted in a research barn in Maaninka confirmed the excellent results from earlier practical experiments on the farms. Our Maituri 12000 E Benemilk feed significantly increased both the fat content of milk and milk yield. Furthermore, the protein content increased, even though usually it tends to decrease as the fat content of milk increases.
The results showed that with Maituri 12000 E Benemilk, it is possible to considerably enhance the energy and protein utilisation of the feed. In practice, this means that good milk yields can be obtained with lower amounts of concentrated feed than before. A significant reduction in greenhouse gas emissions is a positive effect of improved milk production efficiency. Higher milk yields and contents provide the producers with higher income.
SEGMENT INFORMATION
BRANDS DIVISION
| Q3/ | Q3/ | Q1-Q3/ | Q1-Q3/ | 2011 | ||
|---|---|---|---|---|---|---|
| 2012 | 2011 | 2012 | 2011 | |||
| Net sales | M€ | 86.2 | 81.5 | 253.0 | 235.5 | 314.6 |
| Consumer brands | M€ | 74.0 | 70.2 | 216.8 | 200.6 | 269.2 |
| Licensed brands | M€ | 12.5 | 11.4 | 36.5 | 35.2 | 45.7 |
| EBIT | M€ | 9.2 | 10.4 | 29.1 | 23.5 | 30.1 |
| One-off items | M€ | -0.6 | 0.0 | -0.6 | -1.1 | -1.1 |
| EBIT, excluding | ||||||
| one-off items | M€ | 9.7 | 10.4 | 29.7 | 24.6 | 31.2 |
| EBIT, excluding | ||||||
| one-off items | % | 11.3 | 12.8 | 11.8 | 10.5 | 9.9 |
| Investments | M€ | 1.2 | 1.2 | 5.8 | 66.4* | 67.8* |
| Net assets | M€ | - | - | 260.9 | 245.8 | 245.8 |
* Including acquisitions
Net sales
In July-September, the Brands Division's net sales increased almost 6 per cent on the comparison period amounting to EUR 86.2 (81.5) million. Net sales for Consumer brands totalled EUR 74.0 (70.2) million. Net sales for Licensed brands, or Benecol, totalled EUR 12.5 (11.4) million.
Net sales for the Western European food operations already account for almost 50 per cent of the Brands Division's net sales. Raisio has systematically strengthened its position in the UK market of breakfast products, snacks and confectionery by widening its product range to match consumer needs and by stepping up its activities. Net sales increased slightly in the third quarter of 2012. Net sales growth was slowed down due to the momentary decline in consumer demand mainly resulting from the ending of Olympics-related campaigns of seasonal products.
The situation in the Northern European food markets remained tight. Particularly in Finland, Raisio's industrial and HoReCa sales volume was significantly lower than in the comparison period, but sales in consumer products were stable. Good sales development in Benecol products increased net sales. Raisio has taken steps to improve competitiveness and cost-effectiveness and to renew the product portfolio in Finland. Finland, Sweden and Estonia account for nearly 35 per cent of the Brands Division's net sales.
In Raisio's Eastern European food operations, organic growth and the acquisition of Sulma's pasta factory resulted in net sales growth of over 50 per cent on the comparison period. Particularly strong growth was seen in Russia in the sales of premium grain products sold under the Nordic brand, since Russian consumers value high-quality Finnish foods.
In January-September, net sales for the Brands Division totalled EUR 253.0 (235.5) million. Net sales increased by over 7 per cent on the comparison period. Net sales for Consumer brands totalled EUR 216.8 (200.6) million. Net sales for Licensed brands were EUR 36.5 (35.2) million.
Result
Third-quarter EBIT for the Brands Division amounted to EUR 9.2 and, excluding one-off items, 9.7 (10.4) million, which is 10.6 and, excluding one-off items, 11.3 (12.8) per cent of net sales. EBIT for the comparison period was one the best in Raisio's history.
In Raisio's Western European operations in the UK, EBIT for the third quarter was good, although it did not quite reach the level of an exceptionally strong comparison period. Profitability in the Northern European food operations was not satisfactory against the target. EBIT for the Eastern European operations remained profitable also in the third quarter. Benecol's EBIT was at its ordinary good level.
EBIT in January-September totalled EUR 29.1 and, excluding one-off items, 29.7 (23.5 and, excluding one-off items, 24.6) million, which is, excluding one-off items, 21 per cent higher than in the comparison period. EBIT was 11.5 and, excluding one-off items, 11.8 (10.0 and, excluding one-off items, 10.5) per cent of net sales.
Consumer brands
Western Europe
As a whole, the third quarter of 2012 in the UK was good for Raisio, although market conditions, particularly in retail, continued tight. Efficiency and cost-effectiveness in Raisio's operations make it easier to do well in a tough market. Furthermore, snack bars produced under our partners' brands are doing fine.
UK consumers increasingly prefer affordable foods. Raisio has increased sales the most with so called pound shops, where everything costs one pound. The level of promotional sales in the UK has remained high.
The product range renewal in Raisio's branded confectionery boosted sales in Poppets confectionery, among others.In the review period, sales in retailers' own confectionery brands grew well and Raisio got new customers. Industrial sales to international ice-cream factories rose in spite of the rainy summer.
Northern Europe
In Finland, Raisio's retail product sales were stable and Benecol products continued to deliver strong growth. Price competition in industrial and catering products was unhealthy and Raisio did not seek to maintain poorly performing market share.
In the Northern European food operations, Raisio has launched an efficiency programme aimed at improving competitiveness and cost-effectiveness and at the renewal of product portfolio.
Eastern Europe
The third quarter of 2012 went well in all three market areas in Russia, Ukraine and Poland. Sales volume increased especially in Russia. Sales in Elovena products were up by a third in Poland. In Russia and Ukraine, Nordic is a highly valued premium brand of grain products. In Russia, sales growth was supported by a TV campaign and the launch of gluten free Provena products was activated by an internet campaign.
Licensed brands
In the review period, sales in Benecol products were up the most in Finland. Finnish consumers have confidence in the cholesterol-lowering efficacy of Benecol products and Finnish innovation. Outside Europe, marketing activities boosted sales in Benecol products especially in Thailand, Chile and Indonesia. The economic uncertainty in Europe has led to the situation that in some countries the markets of cholesterol-lowering functional foods are currently not growing.
There are significant differences between the countries in the sales development of Benecol products. Benecol products further strengthened the market leadership position in the UK, the largest market of cholesterol-lowering functional foods.
The cholesterol-lowering ingredient of Benecol products, plant stanol ester, was developed by Raisio and the company owns the Benecol brand. Benecol's business model is based on partnerships. Licence partners are major local food companies that purchase plant stanol ester from Raisio. They produce, sell and market Benecol products in their own markets. Approximately 95 per cent of Benecol's net sales come from Europe. The key markets of Benecol products are the UK, Poland and Spain.
RAISIOAGRO DIVISION
Raisioagro Division includes feeds, grain trade, protein meals and vegetable oils, farming supplies and bioenergy.
| Q3/ | Q3/ | Q1-Q3/ | Q1-Q3/ | 2011 | ||
|---|---|---|---|---|---|---|
| 2012 | 2011 | 2012 | 2011 | |||
| Net sales | M€ | 75.0 | 60.5 | 194.4 | 181.0 | 241.1 |
| EBIT | M€ | 1.2 | 0.4 | -0.2 | 3.4 | 2.9 |
| One-off items | M€ | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| EBIT, excluding one-off items | M€ | 1.2 | 0.4 | -0.2 | 3.4 | 2.9 |
| EBIT, excluding one-off items | % | 1.6 | 0.7 | -0.1 | 1.9 | 1.2 |
| Investments | M€ | 0.3 | 0.5 | 1.0 | 1.8 | 2.5 |
| Net assets | M€ | - | - | 75.4 | 78.1 | 63.1 |
Net sales
In July-September, Raisioagro's net sales increased by almost 24 per cent amounting to EUR 75.0 (60.5) million. Net sales for feeds and farming supplies rose by almost 40 per cent on the comparison period. Particularly good sales growth was seen in fish feeds. Net sales were also boosted by the pricing of products to meet increased raw material costs. Furthermore, rapeseed oil was sold less and grain imports were lower than in the comparison period.
In January-September, Raisoagro's net sales totalled EUR 194.4 (181.0) million. Feeds and farming supplies accounted for almost 80 per cent of net sales, while protein meals, vegetable oils and grains represented more than 20 per cent.
Result
In July-September, EBIT for the Raisioagro Division amounted to EUR 1.2 (0.4) million. Profitability of feed and farming supply trade improved also in the third quarter of 2012. Loss from feed protein business halved from the comparison period. Raisio took steps to enhance the feed protein business and to improve its profitability and flexibility.
In January-September, EBIT for Raisioagro totalled EUR -0.2 (3.4) million. The impact of the feed protein business on the Division's EBIT was approximately EUR -2.5 million in January-September.
Business
Feeds and farming supplies
Raisio maintained its position in the Finnish feed market. Raisioagro provides its customers with effective feeds and strong feeding expertise. Most significant growth was seen in sales of poultry, cattle and fish feeds.
In Finland, there are already around 300 milk farms using Raisio's latest feed innovation, Maituri 12000 E Benemilk. Farmers' experience of Maituri's efficacy is convincing; both milk quantity and the fat and protein contents of milk increase. Raisioagro is currently carrying out a Maituri 12000 E Benemilk Roadshow covering Finnish milk production regions. At the show events, the new feed is introduced and farmers' invariably positive experiences are presented.
Exports of farm and fish feeds to Russia increased. Now ending sales season of fish feeds has been good. Raisioagro is the clear market leader in fish feeds in Northwest Russia.
Since Raisioagro entered the farming supply trade, producers have had more options and competition has increased, especially in fertilisers and fuels. Sales in Raisioagro's farming supplies have increased in line with objectives. Yara and Neste Oil, among others, are Raisio's partners in farming supplies.
Protein meals and oils
Production of the feed protein factory has been adjusted to the market situation, since there has not been adequately Finnish rapeseed available and, furthermore, rapeseed oil processed from imported seeds cannot withstand costs resulting from export. On an annual basis, the total quantity of Finnish rapeseed is going to be exceptionally low, around 70,000 tonnes, due to poor growing season. There are no quick solutions in sight for the poor availability of Finnish raw material, even though the plant breeding work of Raisio, Neste Oil and Boreal is progressing well.
Grains
Severe draught in major agricultural regions of the Northern hemisphere, US Midwest and black-soil regions of Russia and Ukraine has increased prices in grains and in protein and oil plants. In the global grain markets, supply is declining, while demand continues its steady growth. The success with Brazilian and Argentinian soya and corn crops and Australian wheat crop will have a significant impact on the price development and adequacy of grains.
Finnish grain harvest will be around five per cent lower than anticipated due to the rains at harvest period, though sufficient for the needs of Finnish industry. Last spring, the areas sown with rapeseed in Finland were significantly smaller than in previous years and an estimated one-fifth of the crop will not be harvested due to the rainy autumn. Finnish rapeseed crop accounts for only a quarter of the Finnish oil plant industry's needs.
Group personnel
Raisio Group's continuing operations employed 1,529 people at the end of September (31 December 2011: 1,432 people). 71 (31 December 2011: 69) per cent of the personnel were working outside Finland. At the end of the review period, the Brands Division had 1,274, Raisioagro Division 195 and the Group's service functions 60 employees.
Starting from 22 August 2012, the Brands Division's operations were divided into two units: Consumer brands and Licensed brands. Paul Simmonds was appointed as Vice President of Consumer brands and he continues at Raisio in his new position. Vincent Poujardieu was appointed as Vice President of Licensed brands and he also continues as Vice President of the Group's business development.
At the beginning of October 2012, Tomi Järvenpää started in the Consumer brands unit as Chief Operational Officer in the Northern European operations.
Shares and shareholders
The number of Raisio plc's free shares traded on NASDAQ OMX Helsinki Ltd in January-September totalled 23.1 (25.2) million. The value of trading was EUR 58.9 (62.2) million and the average price EUR 2.55 (2.47). The closing price on 30 September 2012 was EUR 2.83.
A total of 0.7 (0.6) million restricted shares were traded in January-September. The value of trading was EUR 1.8 (1.5) million and the average price EUR 2.54 (2.54). The closing price on 30 September 2012 was EUR 2.85.
On 30 September 2012, the company had a total of 35,731 (31 December 2011: 36,366) registered shareholders. Foreign ownership of the entire share capital was 8.4 (31 December 2011: 9.8) per cent.
Raisio plc's market capitalisation at the end of September amounted to EUR 468.1 (31 December 2011: 394.7) million and, excluding own shares held by the Company, to EUR 453.1 (31 December 2011: 383.1) million.
During the review period, a total of 114,188 restricted shares were converted into free shares.
At the end of the review period, the number of issued free shares was 131,008,161 while the number of restricted shares was 34,140,869. The share capital entitled to 813,825,541 votes.
At the end of the review period, Raisio plc held 5,065,099 free shares and 212,696 restricted shares acquired in 2005-2012 based on the authorisations given by the Annual General Meetings. The management-owned Reso Management Oy of which, on the basis of the agreements, Raisio plc is seen to have the control, and which is thus regarded as a subsidiary, owns 4,482,740 free shares. The number of free shares held by Raisio plc and Reso Management Oy accounts for 7.3 per cent of all free shares and the votes they represent, while the corresponding figure for restricted shares is 0.6 per cent. In all, the company shares held by these companies represent 5.9 per cent of the entire share capital and 1.7 per cent of overall votes. Other Group companies hold no Raisio plc shares. A share in Raisio plc held by the company itself or by its subsidiary does not entitle the holder to participate in the AGM.
During the review period, a total of 407,900 free shares and 4,185 restricted shares were purchased and the purchases were made, on the one hand, in the process that started in July 2011 and ended on 27 March 2012 and, on the other, in the process that started on 11 June 2012.
The purchases started in June are based on the decision made by the Board on 31 May 2012, on the basis of the authorisation given by the AGM, to acquire a maximum of 5,000,000 free shares and a maximum of 1,250,000 restricted shares. The purchase of the shares is carried out in the public trading organised by NASDAQ OMX Helsinki Ltd and it continues until the amounts mentioned above are acquired or until further notice.
In the review period, a total of 7,830 free shares were assigned to the Chairman and members of the Board as part of the compensation for managing their duties, in line with the decision taken by the AGM in 2012.
Raisio plc and its subsidiaries do not have any shares as collateral and did not have any in the review period.
The Raisio Group Research Foundation holds 150,510 restricted shares, which is 0.44 per cent of the restricted shares and the votes they represent and, correspondingly, 0.09 per cent of the entire share capital and 0.37 per cent of the votes it represents.
Authorisations to repurchase own shares and to share issues
The AGM authorised the Board of Directors to decide on the repurchase and/or on the acceptance as collateral of a maximum of 5,000,000 free shares and 1,250,000 restricted shares. The authorisation will be valid until 29 September 2013.
Furthermore, the AGM authorised the Board of Directors to decide on the share issues (1) by disposing of all of the company shares and any potentially repurchased own shares, a maximum total of 15,386,123 shares, 2,451,295 of which can be restricted shares, and (2) by issuing a maximum of 20,000,000 new free shares against payment. The share issue authorisations will expire on 29 March 2017 at the latest.
The details of the authorisations are available in the stock exchange release published on 14 February 2012.
The Board has not used its share issue authorisation in the review period. The Board has exercised the authorisation to repurchase own shares, as described above.
Decisions made at the Annual General Meeting
Raisio plc's Annual General Meeting (AGM) held on 29 March 2012 approved the financial statements for the financial year 1 January – 31 December 2011 and granted the members of the Board of Directors and the Supervisory Board as well as the Chief Executive Officer discharge from liability. The AGM approved the Board of Directors' proposal to pay a dividend of EUR 0.11 per share, which was paid to the shareholders on 12 April 2012.
A Stock Exchange Release was published on 29 March 2012 concerning the decisions made by the Meeting, in addition to which the decisions were described in the Interim Report of January-March.
Events after the review period
On 8 October 2012, Raisio Group started statutory cooperation negotiations aimed at enhancing the Finnish operations and improving the weakened competitiveness and profitability. The negotiations concern mainly the Finnish food operations, Raisioagro's feed protein business and the Group's support functions. The negotiations cover around 230 employees and the maximum personnel reduction need is estimated to be 60 people. The negotiations started on Monday 15 October 2012 and they concern all personnel groups. The negotiations are expected to be completed at the beginning of December.
Apart from Benecol minidrinks and yoghurts, Raisio itself is now responsible for the sales and marketing of Benecol margarines in Finland, Poland and Estonia starting from 17 October 2012. The distribution agreement on margarines manufactured by Bunge as well as Bunge's Benecol license partnership came to end. This will not have a negative impact on the Brands Division's profitability. Raisio is able to comprehensively develop the Benecol brand in the company's own market areas. Raisio has 17 years of experience in the sales and marketing of effectively cholesterol-lowering Benecol products.
In mid-October 2012, Raisioagro launched organic feed deliveries throughout Finland. Organic feeds are manufactured under Raisioagro's brand name in the Mill of Liperi of ItäMaito, a dairy cooperative, part of Valio. Raisioagro is the market leader in cattle feeds in Finland and the company is aiming at the same level of market share in organic feeds.
Short-term risks and uncertainties
Uncertainty in the global and European economic development will continue. It seems that economic growth in European and home markets continue to slow down. Finding sustainable solutions to the states' debt problems may also continue to be slow and the situation maintains uncertainty. Despite the general situation, we believe that the grocery trade will remain relatively stable compared to many other industries.
Volatility in raw material prices is estimated to remain at the usual high level. Slowing economic growth and possibly good harvests may calm down the price development but, on the other hand, extreme weather events resulting from climate warming may cause sudden changes in harvest expectations and price levels of different agricultural commodities. Importance of risk management, both for value and volume, will remain significant in terms of profitability also in future.
Raisio's growth phase is a period of changes, during which several of the company's activities are developed and business management is considerably more challenging than in ordinary circumstances. The growth projects may still cause substantial costs in relation to the company size.
Targets and outlook
In the Brands Division, Raisio continues its efforts to ensure profitable growth, both organic and through acquisitions. Raisio's target is to be the leading European player in snacks.
Growth in the UK market for branded products is expected to continue. Raisio will continue as planned to enhance its operations and to extend its range of branded products with innovative new products into new product segments and new sales channels. In the UK, promotion-driven sales are expected to continue at current high levels.
In Northern and Eastern European food markets, our target is to deliver profitable organic growth with our innovative branded products meeting the needs of consumers and customers. Raisio focuses on improving the product availability and attractiveness, particularly for Finnish retail and industrial customers.
Raisio continues to work actively to strengthen the Benecol brand's expert role, to establish new partnerships and to enter new markets with our partners mainly in Asia and South America. In Raisio's home markets, Finland, Poland and Estonia, the company itself is comprehensively responsible for the Benecol brand. Our product range will be extended with new products and flavours to suit different markets in co-operation with our partners.
Raisioagro's key target is to improve profitability. We aim to maintain Raisioagro's strong market position in feed and grain trade in Finland and to improve its comprehensive services for grain and feed customers. The range of farming supplies will be expanded and diversified. Furthermore, we will continue the development of our online store so that it will provide our customers with the most cost-effective and easiest way to acquire the main inputs used in the farms. In new product segments, Raisioagro aims to strengthen its market position. Raisioagro's strong feeding expertise is at our customers' disposal in order to ensure the best results in livestock production.
Maituri 12000 E Benemilk is a feed innovation that has proven effective as a commercial product in the Finnish milk farms. Raisio believes that Maituri is able to bring a significant additional margin to the Finnish milk chain by offering higher efficiency and higher quality milk compared to ordinary feed. At the beginning of 2012, Raisio filed an international patent application on Maituri 12000 E Benemilk. If the patent is granted, international commercialisation of the feed innovation will be seen in a significant way in the Group's operations.
Guidance unchanged
Raisio continues the implementation of its growth strategy both organically and through acquisitions. We expect EBIT to further improve annually.
In Raisio, 6 November 2012
RAISIO PLC
Board of Directors
Further information:
Matti Rihko, CEO, tel. +358 400 830 727 Jyrki Paappa, CFO, tel. +358 50 5566 512 Heidi Hirvonen, Communications and IR Manager, tel. +358 50 567 3060
Events:
A press and analyst event in Finnish will be arranged in Helsinki on Tuesday 6 November 2012 starting at 1.00 p.m. Finnish time. It will be held at Hotel Scandic Simonkenttä, in the Pavilion meeting room. The address is Simonkatu 9, Helsinki.
Chief Executive's review in English will be published on Raisio's web site at www.raisio.com.
The interim report has not been audited.
CONDENSED FINANCIAL STATEMENTS AND NOTES
INCOME STATEMENT (M€)
| 7-9/2012 | 7-9/2011 | 1-9/2012 | 1-9/2011 | 2011 | |
|---|---|---|---|---|---|
| CONTINUING OPERATIONS: | |||||
| Net sales | 161.0 | 141.7 | 446.6 | 413.9 | 552.6 |
| Expenses corresponding to products sold | -136.1 | -118.2 | -373.1 | -343.4 | -461.6 |
| Gross profit | 24.9 | 23.5 | 73.5 | 70.5 | 91.0 |
| Other operating income and expenses, net | -14.9 | -12.8 | -46.2 | -44.7 | -60.3 |
| EBIT | 9.9 | 10.7 | 27.2 | 25.8 | 30.7 |
| Financial income | 0.4 | 0.9 | 1.7 | 2.1 | 3.0 |
| Financial expenses | -2.7 | -1.1 | -15.1 | -5.5 | -6.7 |
| Share of result of associates and joint ventures | -0.1 | 0.0 | -0.1 | 0.1 | 0.0 |
| Result before taxes | 7.5 | 10.5 | 13.8 | 22.4 | 27.0 |
| Income taxes | 0.1 | -2.6 | -4.0 | -6.1 | -5.7 |
| Result for the period for continuing | |||||
| operations | 7.6 | 7.9 | 9.8 | 16.3 | 21.3 |
| DISCONTINUED OPERATIONS: | |||||
| Result for the period for discontinued | |||||
| operations | 0.0 | -0.1 | 0.0 | 4.2 | 4.2 |
| RESULT FOR THE PERIOD | 7.6 | 7.8 | 9.8 | 20.5 | 25.5 |
| Attributable to: | |||||
| Equity holders of the parent company | 7.6 | 7.9 | 10.1 | 20.8 | 25.8 |
| Non-controlling interests | -0.1 | -0.1 | -0.3 | -0.3 | -0.3 |
| Earnings per share from the profit | |||||
| attributable to equity holders of the parent | |||||
| company (€) | |||||
| CONTINUING OPERATIONS: | |||||
| Undiluted earnings per share | 0.05 | 0.05 | 0.06 | 0.11 | 0.14 |
| Diluted earnings per share | 0.05 | 0.05 | 0.06 | 0.11 | 0.14 |
| DISCONTINUED OPERATIONS: | |||||
| Undiluted earnings per share | 0.00 | 0.00 | 0.00 | 0.03 | 0.03 |
| Diluted earnings per share | 0.00 | 0.00 | 0.00 | 0.03 | 0.03 |
COMPREHENSIVE INCOME STATEMENT (M€)
| 7-9/2012 | 7-9/2011 | 1-9/2012 | 1-9/2011 | 2011 | |
|---|---|---|---|---|---|
| Result for the period | 7.6 | 7.8 | 9.8 | 20.5 | 25.5 |
| Other comprehensive income items | |||||
| Hedging of net investments | -0.3 | -0.4 | -0.5 | 0.1 | -0.3 |
| Available-for-sale financial assets | 0.0 | 0.0 | 0.0 | 0.0 | -0.1 |
| Cash flow hedge | 0.0 | -0.4 | 0.0 | -1.1 | -1.1 |
| Translation differences recognised in profit and loss on disposal of foreign operations |
0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Gains and losses arising from translating the financial statements of foreign operations |
0.7 | 2.8 | 3.1 | -0.8 | 2.0 |
| Comprehensive income for the period | 8.0 | 9.8 | 12.4 | 18.7 | 25.9 |
| Components of comprehensive income: | |||||
| Equity holders of the parent company | 8.1 | 9.9 | 12.7 | 19.0 | 26.2 |
| Non-controlling interests | -0.1 | -0.1 | -0.3 | -0.3 | -0.3 |
BALANCE SHEET (M€)
| 30.9.2012 | 30.9.2011 | 31.12.2011 | |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Intangible assets | 39.4 | 37.4 | 38.4 |
| Goodwill | 108.1 | 99.5 | 103.3 |
| Property, plant and equipment | 114.2 | 118.3 | 117.1 |
| Shares in associates and joint ventures | 0.7 | 0.9 | 0.8 |
| Available-for-sale financial assets | 2.3 | 2.5 | 2.4 |
| Receivables | 2.5 | 2.5 | 3.0 |
| Deferred tax assets | 1.8 | 5.6 | 4.0 |
| Total non-current assets | 269.0 | 266.7 | 268.9 |
| Current assets | |||
| Inventories | 78.5 | 75.2 | 80.2 |
| Accounts receivables and other receivables | 100.0 | 83.7 | 71.7 |
| Financial assets at fair value through profit or loss | 78.2 | 106.2 | 121.6 |
| Cash in hand and at banks | 6.3 | 10.6 | 19.4 |
| Total current assets | 262.9 | 275.7 | 292.9 |
| Total assets | 531.9 | 542.4 | 561.8 |
| SHAREHOLDER'S EQUITY AND LIABILITIES | |||
| Equity attributable to equity holders of the parent company | |||
| Share capital | 27.8 | 27.8 | 27.8 |
| Company shares | -20.5 | -18.6 | -19.5 |
| Other equity attributable to equity holders of the parent | |||
| company | 318.6 | 316.0 | 323.4 |
| Equity attributable to equity holders of the parent company | 325.9 | 325.2 | 331.7 |
| Non-controlling interests | 1.2 | 1.2 | 1.1 |
| Total shareholder's equity | 327.1 | 326.4 | 332.9 |
| Non-current liabilities | |||
| Deferred tax liabilities | 14.0 | 16.7 | 16.4 |
| Pension contributions | 0.2 | 0.2 | 0.2 |
| Provisions | 0.3 | 0.5 | 0.5 |
| Non-current financial liabilities | 59.7 | 75.0 | 76.3 |
| Derivative contracts | 1.6 | 1.6 | 1.8 |
| Other non-current liabilities | 0.1 | 0.1 | 0.1 |
| Total non-current liabilities | 75.9 | 94.1 | 95.2 |
| Current liabilities | |||
| Accounts payable and other liabilities | 96.3 | 79.2 | 90.7 |
| Provisions | 0.1 | 1.4 | 0.9 |
| Derivative contracts | 0.5 | 0.5 | 2.7 |
| Current financial liabilities | 32.1 | 40.8 | 39.5 |
| Total current liabilities | 128.9 | 121.9 | 133.8 |
| Total liabilities | 204.8 | 216.0 | 228.9 |
| Total shareholder's equity and liabilities | 531.9 | 542.4 | 561.8 |
CHANGES IN GROUP EQUITY (M€)
| Share capital |
Share premium reserve |
Re serve fund |
Com pany shares |
Trans lation diffe |
Other re serves |
Re tained ear |
Total | Non con trolling |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|---|
| rences | nings | interests | ||||||||
| Equity on 31.12.2010 | 27.8 | 2.9 | 88.6 | -17.8 | -2.4 | 1.4 | 222.5 | 323.0 | 1.0 | 324.0 |
| Comprehensive income for | ||||||||||
| the period Result for the period |
- | - | - | - | - | - | 20.8 | 20.8 | -0.3 | 20.5 |
| Other comprehensive | ||||||||||
| income items (adusted | ||||||||||
| for tax effects) | ||||||||||
| Hedging of net investment |
- | - | - | - | 0.1 | - | - | 0.1 | - | 0.1 |
| Financial assets | ||||||||||
| available for sale | 0.0 | 0.0 | 0.0 | |||||||
| Cash flow hedge | - | - | - | - | - | -1.1 | - | -1.1 | - | -1.1 |
| Gains and losses arising from translating |
||||||||||
| the financial statements | ||||||||||
| of foreign operations | - | - | - | - | -0.8 | - | - | -0.8 | - | -0.8 |
| Total comprehensive | ||||||||||
| income for the period Business activities |
0.0 | 0.0 | 0.0 | 0.0 | -0.7 | -1.2 | 20.8 | 19.0 | -0.3 | 18.7 |
| involving shareholders | ||||||||||
| Dividends | - | - | - | - | - | - | -16.1 | -16.1 | 0.4 | -15.7 |
| Repurchase of | ||||||||||
| company shares Share-based payment |
- - |
- - |
- - |
-0.9 0.0 |
- - |
- - |
- 0.2 |
-0.9 0.2 |
- - |
-0.9 0.2 |
| Total business activities | ||||||||||
| involving shareholders | 0.0 | 0.0 | 0.0 | -0.9 | 0.0 | 0.0 | -15.9 | -16.8 | 0.4 | -16.3 |
| Equity on 30.9.2011 | 27.8 | 2.9 | 88.6 | -18.6 | -3.1 | 0.2 | 227.4 | 325.2 | 1.2 | 326.4 |
| Equity on 31.12.2011 | 27.8 | 2.9 | 88.6 | -19.5 | -0.7 | 0.2 | 232.5 | 331.7 | 1.1 | 332.9 |
| Comprehensive income for | ||||||||||
| the period | ||||||||||
| Result for the period | - | - | - | - | - | - | 10.1 | 10.1 | -0.3 | 9.8 |
| Other comprehensive income items (adusted |
||||||||||
| for tax effects) | ||||||||||
| Hedging of net | ||||||||||
| investments | - | - | - | - | -0.5 | - | -0.5 | - | -0.5 | |
| Available-for-sale financial assets |
- | - | - | - | - | 0.0 | - | 0.0 | - | 0.0 |
| Cash flow hedge | - | - | - | - | - | 0.0 | - | 0.0 | - | 0.0 |
| Translation differences | ||||||||||
| arising from disposals | ||||||||||
| of foreign operations Gains and losses arising |
- | - | - | - | 0.0 | - | - | 0.0 | - | 0.0 |
| from translating | ||||||||||
| the financial statements | ||||||||||
| of foreign operations Total comprehensive |
- | - | - | - | 3.1 | - | - | 3.1 | - | 3.1 |
| income for the period | 0.0 | 0.0 | 0.0 | 0.0 | 2.7 | 0.0 | 10.1 | 12.7 | -0.3 | 12.4 |
| Business activities | ||||||||||
| involving shareholders | ||||||||||
| Dividends | - | - | - | - | - | - | -17.6 | -17.6 | 0.5 | -17.1 |
| Repurchase of company shares |
- | - | - | -1.0 | - | - | - | -1.0 | - | -1.0 |
| The share acquired | ||||||||||
| from the non- | ||||||||||
| controlling interest | - | - | - | - | - | - | - | 0.0 | -0.1 | -0.1 |
| Share-based payment Total business activities |
- | - | - | 0.0 | - | - | 0.1 | 0.1 | - | 0.1 |
| involving shareholders | 0.0 | 0.0 | 0.0 | -1.0 | 0.0 | 0.0 | -17.6 | -18.6 | 0.4 | -18.2 |
| Equity on 30.9.2012 | 27.8 | 2.9 | 88.6 | -20.5 | 1.9 | 0.1 | 225.0 | 325.9 | 1.2 | 327.1 |
RAISIO INTERIM REPORT Q3/2012, page 16
CASH FLOW STATEMENT (M€)
| 1-9/2012 | 1-9/2011 | 2011 | |
|---|---|---|---|
| Result before taxes, continuing operations | 13.8 | 22.4 | 27.0 |
| Result before taxes, discontinued operations | 0.0 | 4.2 | 4.2 |
| Adjustments | 26.1 | 12.0 | 16.6 |
| Cash flow before change in working capital | 40.0 | 38.7 | 47.8 |
| Change in accounts receivables and other receivables | -26.2 | -11.1 | 1.4 |
| Change in inventories | 2.5 | 11.9 | 8.3 |
| Change in current non-interest-bearing liabilities | 0.3 | -18.5 | -6.5 |
| Total change in working capital | -23.4 | -17.7 | 3.1 |
| Financial items and taxes | -8.7 | -0.1 | -0.9 |
| Cash flow from business operations | 7.9 | 20.9 | 50.0 |
| Investments in fixed assets | -7.8 | -6.0 | -8.3 |
| Divestment of subsidiaries | 0.0 | 11.1 | 11.1 |
| Acquisition of subsidiaries | -32.7 | -63.1 | -63.1 |
| Proceeds from sale of fixed assets | 0.1 | 2.4 | 2.5 |
| Investments on marketable securities | -0.1 | 0.0 | 0.0 |
| Sales of securities | 0.2 | 10.1 | 10.1 |
| Loans granted | -0.8 | -0.9 | -1.1 |
| Repayment of loan receivables | 0.2 | 3.5 | 3.3 |
| Cash flow from investments | -41.0 | -43.0 | -45.5 |
| Change in non-current loans | -11.5 | 16.7 | 12.5 |
| Change in current loans | 6.1 | -2.0 | 0.3 |
| Repurchase of company shares | -1.0 | -0.9 | -1.7 |
| Dividend paid to equity holders of the parent company | -17.0 | -15.6 | -15.6 |
| Cash flow from financial operations | -23.4 | -1.7 | -4.5 |
| Change in liquid funds | -56.5 | -23.8 | 0.0 |
| Liquid funds at the beginning of the period | 140.5 | 140.1 | 140.1 |
| Effects of changes in foreign exchange rates | 0.5 | 0.2 | 0.2 |
| Impact of change in market value on liquid funds | -0.3 | -0.1 | 0.3 |
| Liquid funds at end of period | 84.1 | 116.4 | 140.5 |
NOTES TO THE INTERIM REPORT
This interim report has been prepared in compliance with IAS 34 Interim Financial Reporting according to the same principles and calculation methods as used in financial statements 2011 with the exception of the EU approved amendments to existing IFRS standards introduced on 1 January 2012. These standard amendments have not affected the consolidated financial statements.
The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Actual figures may differ from these estimates.
Interim report is shown in EUR millions.
SEGMENT INFORMATION
The reported segments are Brands and Raisioagro. The Brands segment includes Licensed brands unit, under which Benecol operations are reported, as well as Consumer brands unit comprised of Northern, Western and Eastern European operations. Big Bear Group acquired in the beginning of 2011 was combined in the figures of Western European food operations as of 4 February 2011. Raisioagro includes feeds, grain trade, protein meals and vegetable oils, farming supplies and bioenergy.
NET SALES BY SEGMENT (M€)
| 7-9/2012 | 7-9/2011 | 1-9/2012 | 1-9/2011 | 2011 | |
|---|---|---|---|---|---|
| Brands | 86.2 | 81.5 | 253.0 | 235.5 | 314.6 |
| Raisioagro | 75.0 | 60.5 | 194.4 | 181.0 | 241.1 |
| Other operations | 0.5 | 0.5 | 1.5 | 0.9 | 1.4 |
| Interdivisional net sales | -0.7 | -0.9 | -2.3 | -3.6 | -4.6 |
| Total net sales | 161.0 | 141.7 | 446.6 | 413.9 | 552.6 |
EBIT BY SEGMENT (M€)
| 7-9/2012 | 7-9/2011 | 1-9/2012 | 1-9/2011 | 2011 | |
|---|---|---|---|---|---|
| Brands | 9.2 | 10.4 | 29.1 | 23.5 | 30.1 |
| Raisioagro | 1.2 | 0.4 | -0.2 | 3.4 | 2.9 |
| Other operations | -0.4 | -0.4 | -1.7 | -1.2 | -2.4 |
| Eliminations | 0.0 | 0.3 | 0.0 | 0.0 | 0.0 |
| Total EBIT | 9.9 | 10.7 | 27.2 | 25.8 | 30.7 |
NET ASSETS BY SEGMENT (M€)
| 30.9.2012 | 30.9.2011 | 31.12.2011 | |
|---|---|---|---|
| Brands | 260.9 | 245.8 | 245.8 |
| Raisioagro | 75.4 | 78.1 | 63.1 |
| Other operations, discontinued operations | |||
| and unallocated items | -9.1 | 2.5 | 24.0 |
| Total net assets | 327.1 | 326.4 | 332.9 |
INVESTMENTS BY SEGMENT (M€)
| 7-9/2012 | 7-9/2011 | 1-9/2012 | 1-9/2011 | 2011 | |
|---|---|---|---|---|---|
| Brands | 1.2 | 1.2 | 5.8 | 66.4 | 67.8 |
| Raisioagro | 0.3 | 0.5 | 1.0 | 1.8 | 2.5 |
| Other operations | 0.2 | 0.2 | 0.9 | 0.5 | 0.8 |
| Eliminations | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Total investments | 1.7 | 1.9 | 7.7 | 68.6 | 71.2 |
NET SALES BY MARKET AREA (M€)
| 7-9/2012 | 7-9/2011 | 1-9/2012 | 1-9/2011 | 2011 | |
|---|---|---|---|---|---|
| Finland | 83.7 | 79.1 | 224.2 | 234.1 | 313.5 |
| Great Britain | 38.4 | 37.1 | 114.6 | 102.4 | 135.0 |
| Rest of Europe | 36.2 | 23.4 | 97.8 | 71.3 | 95.5 |
| ROW | 2.7 | 2.1 | 9.9 | 6.1 | 8.5 |
| Total | 161.0 | 141.7 | 446.6 | 413.9 | 552.6 |
ACQUIRED BUSINESS OPERATIONS
In 2012
On 20 March 2012, Raisio announced the acquisition of Polish Sulma Sp. z o.o's pasta and grit operations. The operations were acquired by Raisio's Group company in Poland, Raisio sp. z o.o. The value of the deal was EUR 2.4 million (PLN 9.8 million). In connection with the deal, pasta and grits operations including intellectual property rights as well as fixed and current assets were transferred to Raisio. Raisio did not assume liabilities as part of the acquisition.
Assets acquired:
| Preliminary fair values recorded in the business combination |
|
|---|---|
| Property, plant and equipment | 1.9 |
| Intangible assets | 0.1 |
| Inventories | 0.4 |
| Total | 2.4 |
The acquisition did not generate any goodwill.
In 2011
On 4 February 2011, Raisio plc announced its acquisition of British Big Bear Group plc with two subsidiaries. Big Bear Group was founded in 2003 and it has acquired traditional, well-known brands in Britain. In breakfast category, the company has the brands Honey Monster, Honey Waffles and Sugar Puffs as well as Harvest Cheweee in snack bars and Fox's in confectionery. The product range includes breakfast cereal products mainly for children's category as well as healthy snack bars and cereal products with no artificial flavours or colours.
The acquisition supports Raisio´s target to become the leading provider of healthy snacks in Europe. Raisio will gain a stronger foothold in the branded snack and breakfast markets in the UK and Western Europe and strengthen its position in the confectionery market.
The purchase price paid totalled 63.3 M€ (53.7 M£). The fees of lawyers, advisors and outside valuators related to the deal amounted to a total of 1.7 M€. Of this amount, a total of 1.1 M€ has been recognised as administration costs of the Brands Division in the income statement of 2011. Cost of 0.6 M€ was recognised in 2010.
Goodwill resulting from the acquisition was 49.0 M€ (41.6 M£). Goodwill is resulted from the income expectations of the local operations, based on the business entity's historical earning power and view of maintaining and improving the level of earnings.
Raisio Group's net sales for January-December 2011 would have been 556.8 M€ and pre-tax result from continuing operations excluding one-off items 30.8 M€ if the acquisition of business operations completed during the financial year had been combined with the consolidated financial statement from the beginning of the financial year 2011. Post-acquisition net sales of subgroup Big Bear Group was 51.0 M€ and pre-tax result 5.8 M€.
The values of acquired assets and assumed liabilities on the date of acquisition were as follows:
| Fair valuea entered in the business |
Carrying values before business combination |
|
|---|---|---|
| combination | ||
| Property, plant and equipment | 21.7 | 21.7 |
| Trade marks | 28.3 | 0.0 |
| Deferred tax assets | 0.1 | 0.1 |
| Inventories | 6.5 | 6.4 |
| Accounts receivables and other receivables | 9.3 | 9.3 |
| Cash in hand and at banks | 0.2 | 0.2 |
| Total assets | 66.1 | 37.7 |
| Deferred tax liabilities | 9.5 | 1.8 |
| Non-current financial liabilities | 30.1 | 30.1 |
| Other non-current liabilities | 0.4 | 0.4 |
| Current interest-bearing liabilities | 2.0 | 2.0 |
| Other liabilities | 9.9 | 9.9 |
| Total liabilities | 51.9 | 44.2 |
| Net assets | 14.3 | -6.5 |
| Acquisition cost | 63.3 | |
| Goodwill | 49.0 | |
| Purchase price paid in cash | 63.3 | |
| Financial assets of the acquired subsidiary | 0.2 | |
| Cash flow generation | 63.1 |
Changes in goodwill
| 1-9/2012 | 1-9/2011 | 2011 | |
|---|---|---|---|
| Carrying amount of goodwill at the beginning of the review period | 103.3 | 51.9 | 51.9 |
| Translation differences | 4.8 | -1.4 | 2.4 |
| Business combinations | 0.0 | 49.0 | 49.0 |
| Carrying amount of goodwill at the end of the review period | 108.1 | 99.5 | 103.3 |
DISCONTINUED OPERATIONS AND NON-CURRENT ASSETS HELD FOR SALE
Discontinued operations
Raisio sold its malt business included in the Raisioagro Division to Viking Malt Ltd at the end of June 2011. Income of the malt business and income resulting of the divestment are both presented in the Group's discontinued operations in 2011.
| 1-9/2012 | 1-9/2011 | 2011 | |
|---|---|---|---|
| Result for the discontinued operations (M€) | |||
| Income from ordinary activities | 11.8 | 11.8 | |
| Expenses | -12.1 | -12.1 | |
| Result before taxes | -0.3 | -0.3 | |
| Taxes | 0.0 | 0.0 | |
| Result after taxes | -0.3 | -0.3 | |
| Earnings due to discontinuation | 4.5 | 4.5 | |
| Taxes | 0.0 | 0.0 | |
| Result after taxes | 4.5 | 4.5 | |
| Result for discontinued operations | 4.2 | 4.2 | |
| Cash flow for the discontinued operations (M€) | |||
| Cash flow from business operations | -2.2 | -2.2 | |
| Cash flow from investments | 16.0 | 16.0 | |
| Cash flow from financial operations | 3.0 | 3.0 | |
| Total cash flow | 16.8 | 16.8 | |
| Impact of divested operations on the Group's financial | |||
| position (M€) | |||
| Divested net assets | 12.3 | 12.3 | |
| Transaction price | 17.0 | 17.0 | |
| Transaction expenses | 0.2 | 0.2 | |
| Impact on earnings | 4.5 | 4.5 | |
| Impact on cash flow | 13.2 | 13.2 |
TANGIBLE ASSETS (M€)
| 30.9.2012 | 30.9.2011 | 31.12.2011 | |
|---|---|---|---|
| Acquisition cost at the beginning of the period | 386.9 | 373.9 | 373.9 |
| Conversion differences | 3.2 | -0.7 | 1.5 |
| Increase | 6.6 | 34.1 | 37.4 |
| Decrease | -0.6 | -23.2 | -25.9 |
| Acquisition cost at end of period | 396.1 | 384.1 | 386.9 |
| Accumulated depreciation and impairment | |||
| at the beginning of the period | 269.8 | 267.5 | 267.5 |
| Conversion difference | 1.6 | -0.5 | 1.2 |
| Increase | 0.0 | 8.1 | 8.4 |
| Decrease and transfers | -0.4 | -20.7 | -22.3 |
| Depreciation for the period | 10.9 | 11.3 | 15.0 |
| Accumulated depreciation and impairment at end of period | 281.9 | 265.8 | 269.8 |
| Book value at end of period | 114.2 | 118.3 | 117.1 |
PROVISIONS (M€)
| 30.9.2012 | 30.9.2011 | 31.12.2011 | |
|---|---|---|---|
| At the beginning of the period | 1.4 | 2.8 | 2.8 |
| Increase in provisions | 0.0 | 0.0 | 0.0 |
| Provisions used | -1.1 | -0.9 | -1.5 |
| At end of period | 0.3 | 1.9 | 1.4 |
BUSINESS ACTIVITIES INVOLVING INSIDERS (M€)
| 30.9.2012 | 30.9.2011 | 31.12.2011 | |
|---|---|---|---|
| Sales to associates and joint ventures | 8.2 | 8.1 | 10.7 |
| Purchases from associates and joint ventures | 0.1 | 0.1 | 0.1 |
| Sales to key employees in management | 0.1 | 0.0 | 0.2 |
| Purchases from key employees in management | 0.7 | 0.6 | 0.8 |
| Receivables from associates and joint ventures | 1.6 | 1.6 | 1.1 |
| Liabilities to associates and joint ventures | 0.0 | 0.0 | 0.1 |
| Receivables from the key persons in the management | 10.5 | 11.4 | 11.6 |
CONTINGENT LIABILITIES (M€)
| 30.9.2012 | 30.9.2011 | 31.12.2011 | |
|---|---|---|---|
| Contingent off-balance sheet liabilities | |||
| Non-cancelable other leases | |||
| Minimum lease payments | 8.0 | 8.9 | 9.3 |
| Contingent liabilities for the company | 0.2 | ||
| Contingent liabilities for others | |||
| Guarantees | 0.0 | 0.0 | 0.0 |
| Other liabilities | 2.6 | 4.0 | 13.8 |
| Commitment to investment payments | 0.8 | 0.6 | 0.4 |
DERIVATIVE CONTRACTS (M€)
| 30.9.2012 | 30.9.2011 | 31.12.2011 | |
|---|---|---|---|
| Nominal values of derivative contracts | |||
| Currency forward contracts | 62.9 | 63.1 | 65.8 |
| Interest rate swaps | 46.2 | 80.2 | 56.2 |
QUARTERLY PERFORMANCE (M€)
| 7-9/ | 4-6/ | 1-3/ | 10-12/ | 7-9/ | 4-6/ | 1-3/ | |
|---|---|---|---|---|---|---|---|
| Net sales by segment | 2012 | 2012 | 2012 | 2011 | 2011 | 2011 | 2011 |
| Brands | 86.2 | 85.6 | 81.1 | 79.1 | 81.5 | 81.1 | 72.9 |
| Raisioagro | 75.0 | 65.3 | 54.1 | 60.1 | 60.5 | 71.0 | 49.5 |
| Other operations | 0.5 | 0.5 | 0.5 | 0.5 | 0.5 | 0.2 | 0.2 |
| Interdivisional net sales | -0.7 | -0.8 | -0.7 | -1.0 | -0.9 | -1.9 | -0.8 |
| Total net sales | 161.0 | 150.6 | 135.0 | 138.7 | 141.7 | 150.5 | 121.7 |
| EBIT by segment | |||||||
| Brands | 9.2 | 11.0 | 9.0 | 6.6 | 10.4 | 8.4 | 4.7 |
| Raisioagro | 1.2 | 0.4 | -1.8 | -0.5 | 0.4 | 2.3 | 0.7 |
| Other operations | -0.4 | -0.7 | -0.6 | -1.2 | -0.4 | -0.2 | -0.5 |
| Eliminations | 0.0 | 0.0 | 0.0 | 0.0 | 0.3 | -0.3 | 0.0 |
| Total EBIT | 9.9 | 10.6 | 6.6 | 4.9 | 10.7 | 10.2 | 4.9 |
| Financial income and expenses, | |||||||
| net | -2.3 | -10.7 | -0.3 | -0.3 | -0.2 | -0.9 | -2.3 |
| Share of result of associates | -0.1 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Result before taxes | 7.5 | 0.0 | 6.3 | 4.6 | 10.5 | 9.3 | 2.6 |
| Income tax | 0.1 | -2.5 | -1.6 | 0.4 | -2.6 | -2.2 | -1.3 |
| Result for the period from | |||||||
| continuing operations | 7.6 | -2.5 | 4.7 | 5.0 | 7.9 | 7.1 | 1.3 |
RAISIO INTERIM REPORT Q3/2012, page 24
INTERIM REPORT 1 JANUARY- 30 SEPTEMBER 2012
KEY INDICATORS
| 30.9.2012 | 30.9.2011 | 31.12.2011 | |
|---|---|---|---|
| Net sales, M€ | 446.6 | 413.9 | 552.6 |
| Change of net sales, % | 7.9 | 33.6 | 30.5 |
| Operating margin, M€ | 39.7 | 38.3 | 47.7 |
| Depreciation and impairment, M€ | 12.4 | 12.5 | 17.0 |
| EBIT, M€ | 27.2 | 25.8 | 30.7 |
| % of net sales | 6.1 | 6.2 | 5.6 |
| Result before taxes, M€ | 13.8 | 22.4 | 27.0 |
| % of net sales | 3.1 | 5.4 | 4.9 |
| Return on equity, ROE, % | 4.0 | 6.7 | 6.5 |
| Return on investment, ROI, % | 5.1 | 8.1 | 7.3 |
| Interest-bearing financial liabilities at end of period, M€ | 91.8 | 115.7 | 115.7 |
| Net interest-bearing financial liabilities at end of period, M€ | 7.7 | -0.7 | -24.8 |
| Equity ratio, % | 62.0 | 60.5 | 60.2 |
| Net gearing, % | 2.4 | -0.2 | -7.5 |
| Gross investments, M€ | 7.7 | 68.6 | 71.2 |
| % of net sales | 1.7 | 16.6 | 12.9 |
| R & D expenses, M€ | 5.0 | 4.9 | 6.8 |
| % of net sales | 1.1 | 1.2 | 1.2 |
| Average personnel | 1,525 | 1,460 | 1,454 |
| Earnings/share from continuing operations, € | 0.06 | 0.11 | 0.14 |
| Cash flow from operations/share, € | 0.05 | 0.13 | 0.32 |
| Equity/share, € | 2.10 | 2.08 | 2.13 |
| Average number of shares during the period, in 1,000s*) | |||
| Free shares | 121,593 | 122,409 | 122,283 |
| Restricted shares | 33,990 | 34,053 | 34,052 |
| Total | 155,583 | 156,462 | 156,334 |
| Average number of shares at end of period, in 1,000s*) | |||
| Free shares | 121,460 | 122,082 | 121,746 |
| Restricted shares | 33,928 | 34,050 | 34,047 |
| Total | 155,388 | 156,132 | 155,793 |
| Market capitalisation of shares at end of period, M€*) | |||
| Free shares | 343.7 | 293.0 | 291.0 |
| Restricted shares | 96.7 | 81.4 | 81.4 |
| Total | 440.4 | 374.4 | 372.3 |
| Share price at end of period | |||
| Free shares | 2.83 | 2.40 | 2.39 |
| Restricted shares | 2.85 | 2.39 | 2.39 |
*) Number of shares, excluding the shares held by the company and shares held by Reso Management Oy
CALCULATION OF INDICATORS
| Result before taxes – income taxes*) | |
|---|---|
| Return on equity (ROE), % | -------------------------------------------------------------- x 100 Shareholders' equity (average over the period) |
| Result before taxes + financial expenses*) | |
| Return on investment (ROI), % | ---------------------------------------------------------------------------- x 100 Shareholders' equity + interest-bearing financial liabilities |
| (average over the period) | |
| Shareholders' equity | |
| Equity ratio, % | --------------------------------------------------------------- x 100 |
| Balance sheet total – advances received | |
| Net interest-bearing financial | Interest-bearing financial liabilities - liquid funds and liquid financial |
| liabilities | assets at fair value through profit or loss |
| Net interest-bearing financial liabilities | |
| Net gearing, % | ------------------------------------------------------------- x 100 |
| Shareholders' equity | |
| Result for the year of parent company shareholders | |
| Earnings per share*) | ---------------------------------------------------------------------------------------- |
| Average number of shares for the year, adjusted for share issue**) | |
| Cash flow from business operations | Cash flow from business operations -------------------------------------------------------------------------------------- |
| per share | Average number of shares for the year, adjusted for share issue |
| Equity of parent company shareholders | |
| Shareholders' equity per share | ---------------------------------------------------------------------------------- |
| Number of shares at end of period adjusted for share issue***) | |
| Market capitalisation | Closing price, adjusted for issue x number of shares without |
| company shares at the end of the period |
*)The calculation of key indicators uses continuing operations result
**)Excluding shares with a potential return obligation and shares held by Reso Management Oy
***)Shares held by Reso Management Oy have been subtracted from the total number of shares