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What's cooking? (formerly: Ter Beke)

Earnings Release Feb 24, 2023

4009_er_2023-02-24_0f132504-1c9f-4293-ae8a-582b217beadf.pdf

Earnings Release

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BE- Lievegem, 24 February 2023 – 07:30

2022 Consolidated Annual Results

Ter Beke is able to limit the impact of cost increases despite high inflation thanks to tight cost control and active cooperation with customers. Ter Beke group looks to the future with confidence.

***

  • o 12% consolidated sales growth (from EUR 697 to 781 million).
  • o Transparent pass-through of cost increases but with limited impact on consumers thanks to tight cost control and active cooperation with customers.
  • o New multi-year strategic action plan for sustainable growth launched.
  • o The proposed acquisition of Imperial-Stegeman is still pending approval by the Belgian and Dutch competition authorities.

Headlines and key figures Ter Beke Group

Despite difficult market conditions with high inflation putting pressure on purchasing power and the occasional supply chain challenges due to raw material unavailability, the group managed to increase consolidated turnover by 12% from EUR 697 to 781 million. The transparent pass-through of cost increases, in addition to continuous cost control, was a crucial factor for this result, especially in the second half of 2022.

CEO Piet Sanders reacts to the 2022 results: 'The total cost increases approached a figure equal to double our 2021 EBITDA. The challenge was tremendous. The fact that we still managed to achieve around 5% underlying EBITDA on sales is a real achievement by the entire Ter Beke team which sought to create winwin partnerships with our stakeholders.'

The underlying EBITDA results show a gradual recovery in Ready Meals financials in the second half of the year 2022. This was achieved thanks to a responsible pass-through of cost increases by improving operational performance. Underlying results in the Savoury segment (previously Processed Meats segment) were slightly down in the second half, mainly due to the impact of high inflation and slightly declining demand for Savoury products.

Non-underlying costs (EUR 2.3 million in total for 2022) in the current financial year consist entirely of expenses incurred in connection with the proposed acquisition of Imperial-Stegeman. This acquisition is still pending approval by the Belgian and Dutch competition authorities. In the previous financial year the nonunderlying costs (EUR 6.9 million) were significantly higher and included costs linked to the proposed acquisition as well as costs related to the sale of the captive reinsurance company in Luxembourg and the change in CEO.

In mio EUR 2021 2022 Difference (%)
Net Sales 696.9 781.4 +12.1
U-EBITDA 52.8 38.1 -27.8
EBITDA 45.9 35.9 -21.8
U-EBIT 24.0 9.9 -58.8
EBIT 17.1 7.6 -55.6
Result of the financial year after taxes 7.3 4.5 -38.4

Net financial debts were further reduced by EUR 6 million from EUR 73.8 million to EUR 67.8 million.

Impact of inflation – war in Ukraine – energy crisis

As expected, inflation had a great impact on our results, both in the first but even more so in the second half of 2022. The cost of animal proteins rose due to soaring feed and energy prices and because of avian flu and upticks in African swine flu. These increases affected beef, pork and poultry as well as derived products such as milk, cheese, etc. Packaging prices also rose sharply due to higher energy costs, among others. The main ingredients of our ready meals also experienced sharp price increases and the availability of ingredients was complicated by the impact of the war in Ukraine, rising energy prices and persistent drought or difficult weather conditions in large parts of Europe. Tomatoes for example remain scarce, and durum wheat (used in the production of our own pasta) became significantly more expensive and while the cost of most other ingredients also increased dramatically. Ter Beke continues to work on a sustainable passthrough of these cost increases along the chain. At the same time, it is also working on optimizations to minimize cost increases for consumers.

To make the timely pass-through of inflation/deflation of costs transparent, most new contracts were concluded for a limited time period only or included an automatic indexation of the cost of key raw materials.

The war in Ukraine has almost no direct impact on Ter Beke as our direct purchases and sales from / to Ukraine and Russia were very limited. The group immediately halted ongoing plans to expand sales to Russia at the start of the war. Indirectly, however, it did have implications - mainly because of urging energy prices and inflation of our ingredients, packaging and other costs. In terms of energy, the impact was somewhat limited thanks to a number of hedges that were executed earlier. However, the upward trend in costs was and still is very apparent.

Strategic Business Unit Savoury (Previously 'Division Processed Meats)

Business unit turnover increased by 5% from EUR 422.9 million to EUR 442.5 million, mainly due to the responsible (but delayed) pass-through of cost increases. Volumes in the business unit decreased, mainly due to the drop in consumption and the non-renewal of a number of contracts. The total pass-through of cost increases was, as already indicated, delayed after the first half of the year.

With respect to the new strategic plan, which aims to broaden the product portfolio, the segment was rebranded 'Savoury'. This name better reflects of the broader range of products in which the group wishes to continue to invest. This product portfolio also includes hybrid, vegetarian and plant-based products, which will gradually increase in importance within the category over time.

The combination of the delayed pass-through of cost increases and the additional operational efforts to continue serving customers in very difficult market circumstances as well as the loss of volume caused a 27% decline in the segment's underlying EBITDA result, from EUR 28.9 million in 2021 to EUR 21.0 million in 2022.

The proposed acquisition of Imperial-Stegeman (pending approval) should enable the Strategic Business Unit to market branded products alongside its private label products portfolio. In addition, The sale of vegetarian, hybrid (meat and vegetables) and plant-based products, as well as the sale of snacking products in the Benelux and beyond should accelerate following the acquisition. It would also benefit innovation in the entire category.

Strategic Business Unit Ready Meals

Revenue within the Ready Meals SBU increased by 24% from EUR 274.09 million to EUR 338.9 million, mainly due to the –albeit delayed- pass-through of cost increases and the further recovery of the foodservice business post-pandemic. Our new products for the UK market also performed well, fueling the recovery. Volumes held up well in retail and shop price inflation did not cause a decline in consumption to date. Our product portfolio provides nutritional products for every budget. The impact of temporary supply issues on customers was very limited and logistics teams performed solidly in what were very challenging external market conditions.

The high inflation and the delayed pass-through of cost increases triggered a decrease in underlying EBITDA of the segment by 22%, from EUR 28.4 million to EUR 22.0 million in 2022.

The group continued to invest in new products and extensions of existing product ranges. The roll-out of the Come a Casa brand in Eastern Europe is also on track, partly thanks to the earlier expansion at our facility in Opole, Poland. Also in the Ready Meals SBU, the new strategy will ensure a further product range extension including vegetarian and plant-based dishes, continuing to build on earlier successful launches by the group in the UK.

Proposed Dividend

The Board of Directors will propose to the General Shareholders Meeting to maintain the gross dividend per share for 2022 at EUR 4.00 in the form of a scrip dividend.

Post balance sheet events

None

Outlook 2023

New strategy:

The group has already begun implementing the new multi-year strategic plan to achieve sustainable growth in the future in addition to high quality, 'giving total peace of mind' to its customers This strategy will also focus on innovations in existing and new products. The investment in start-up Davai, which produces tasty vegetable dumplings, is part of this strategy, alongside other strategic pillars such as the creation of a group R&D team, the focus on operational excellence, as well as the focus on brands, digitization and process harmonization.

The first benefits of this new group strategy are expected in 2023,although in 2022 a number of major steps were already taken to make products and processes more sustainable. Under the guidance of the sustainability manager, efforts were made to build a dual materiality matrix and KPIs and targets were set that are monitored through a sustainability platform. 'Ambassadors' were also appointed at all sites and numerous ESG activities (Environmental, Social and Governance) and initiatives were launched. We calculated the group's Corporate Carbon Footprint and the detailed Carbon Footprint of the core products in order to respond even better to the demands of our customers and consumers and to contribute to more sustainable food production together with our vendors.

Savoury Products:

As a result of a number of contracts that could not be renewed, Ter Beke expects volumes in Savoury products to decline slightly in 2023. At the operational level, the group will adapt to these new circumstances and actively continue to seek additional volumes to ensure further growth and corresponding coverage of overheads. The group will also continue to invest in supply chain optimizations to work with our customers and offer consumers a high-quality and affordable product as well as in innovations that can offer consumers a more nutritional and sustainable choice. Barring unexpected circumstances, the group expects the segment's U-EBITDA to land somewhere between the 2021 U-EBITDA and that of 2022.

Ready Meals:

The group expects segment results for Ready Meals to improve significantly as contract extensions reflect the increased input costs and were also either limited in time to reflect any additional inflation or included an automatic indexation mechanism for key ingredients. With its high level of automation, Ter Beke is now also reaping the benefits of its investments of recent years. Barring unforeseen circumstances, the group expects the segment's U-EBITDA to gradually catch up with the 2021 U-EBITDA.

Corporate:

The group expects an increase in corporate costs due to the roll-out of the new strategy, including an increased focus on sustainability, R&D, digitization and further professionalization of human resources. These costs are believed to contribute to future results as indicated above.

General:

Providing an outlook in times of uncertainty on commodity availability and inflation is always a difficult task. The general scarcity of specific raw materials, ingredients, and packaging materials may in some cases lead to supply issues due to force majeure. With overall shorter contract periods, additional or lost sales volumes may impact the group's results more quickly than in the past.

Consolidated results 2022

Consolidated key figures in 000 EUR 2022 2021 ∆%
Revenue (net turnover) 781 385 696 906 12,1%
UEBITDA (1) 38 120 52 806 -27,8%
EBITDA (2) 35 861 45 939 -21,9%
Underlying operating result (UEBIT) 9 906 24 016 -58,8%
Operating result (EBIT) 7 647 17 149 -55,4%
Net financing costs -1 449 -3 652 -60,3%
Operating result
after net financing costs (EBT) 6 198 13 497 -54,1%
Taxes -1 589 -6 164 -74,2%
Result after tax before share in the result of enterprises
accounted for using the equity method 4 609 7 333 -37,1%
Share in enterprises accounted for using the equity
method -89 0
Earnings after taxes (EAT) 4 520 7 333 -38,4%
Financial position in 000 EUR
Total assets 404 459 381 805 5,9%
Equity 120 573 121 445 -0,7%
Net financial debt (3) 67 756 73 763 -8,1%
Equity/Total assets 29,8% 31,8% -6,3%
Gearing ratio (4) 56,2% 60,7% -7,5%
In EUR per share
Number of shares 1 821 006 1 794 217 1,5%
Average number of shares 1 807 722 1 780 860 1,5%
Net cash flow per share (5) (6) 18,16 20,28 -10,5%
Consolidated Earnings after taxes (5) 2,33 4,12 -43,4%
EBITDA per share (5) 19,84 25,80 -23,1%

(1) UEBITDA: EBITDA from current operating activities

(2) EBITDA: result from operating activities + depreciation + amortization + movements in provisions

(3) Net financial debts: interest-bearing debts - interest-bearing receivables, cash and cash equivalents

(4) Gearing ratio: Net financial debt/Equity

(5) Ratio always based on the average weighted number of shares in the financial year.

(6) The net cash flow consists of the result of the financial year excluding the contribution in the changes in equity plus (minus) non-cash expenses (revenues).

Additional information regarding the consolidated 2022 results

Notes to the balance sheet

The increase in goodwill was mainly due to the evolution of the British Pound against the Euro.

The decrease in tangible and intangible fixed assets is mainly due to further depreciation of (in)tangible assets and the lower value of the British Pound against the Euro.

The group invested EUR 23.4 million in fixed assets in 2022 compared to EUR 18.8 million over the same period in 2021. This mainly involved continuing efficiency investments, infrastructure and refrigeration adjustments and other investments to improve the sustainability of our sites and production. In the previous year, a number of investments were shifted over time due to the pandemic and material availability.

The increase in participations by EUR 0.4 million was a consequence of the investment in startup Davai BV. (Davai is a producer of plant-based snacks in which Ter Beke took a 50% stake in the first half of 2022).

Net financial debts decreased by EUR 6.0 million to EUR 67.8 million. This decrease is achieved through an improvement in working capital despite a lower operating cash flow and higher investments compared to last year. Last year also included a negative cash flow resulting from the sale of the captive insurance company which was one-off in nature. (outflow EUR 3.9 million). The impact of the net payment of the scrip dividend remained almost the same in both financial years.

Net cash flow from operating activities was EUR 36.6 million, lower than that of 2021 (EUR 50.8 million), mainly due to the lower result before tax as well as the fact that the group sold a number of unused buildings in 2021.

The calculation of net financial liabilities as at 31 December 2022 and 2021 is as follows:

in EUR'000 31/12/2022 31/12/2021
Cash and cash equivalents
Long-term interest-bearing liabilities
Short-term interest-bearing liabilities
-19 353
84 317
2 792
-11 544
79 728
5 579
Net financial debts 67 756 73 763

Notes to the income statement

Key notes to the results were provided in the headlines section above.

UEBIT and UEBITDA - reflecting recurring or underlying business performance - are now called underlying EBIT or underlying EBITDA respectively. Their calculation for Ter Beke is as follows:

Result of operating activities
In EUR'000
31/12/2022 31/12/2021
EBITDA
Depreciations costs and impairments
35 861
-27 833
45 939
-28 468
Impairments, write-offs and provisions -381 -322
Result of operating activities (EBIT) 7 647 17 149
31/12/2022 31/12/2021
Result of operating activities (EBIT)
Costs of acquisitions
Costs due to change in CEO
Impact sale captive TB Luxemburg
Underlying operating result (UEBIT)
7 647
2 259
9 906
17 149
1 754
875
4 238
24 016
EBITDA 35 861 45 939
Costs of acquisitions 2 259 1 754
Costs due to change in CEO 0 875
Impact sale captive TB Luxembourg 0 4 238
Underlying EBITDA 38 120 52 806

External audit

The auditor, KPMG Bedrijfsrevisoren BV, represented by Filip De Bock, has confirmed that its audit procedures, which have been substantially completed, have not revealed any material misstatement in the accounting data included in the present report.

Financial Calendar

General Shareholders Meeting May 25, 2023

Results HY1 2023 August 25, 2023

Contacts:

Piet Sanders* Yves Regniers° CEO CFO *Permanent Representative Leading for Growth BV °Permanent Representative ESROH BV

Media Contact

Ann De Jaeger General Counsel & Corporate Affairs Director Tel. +32 9 370 13 17 [email protected]

About Ter Beke

Ter Beke is an innovative European fresh food group headquartered in Belgium, marketing a wide range of quality fresh food products and related services in numerous European countries. Today, Ter Beke mainly specializes in the production and sale of fine meats and freshly prepared meals at 12 industrial sites in Belgium, the Netherlands, France, Poland and the UK. Ter Beke employs approximately 3,000 people. Ter Beke has existed for almost 75 years, has been listed on Euronext Brussels as a familyowned company since 1986 and realized a turnover of EUR 781 million in 2022.

For more information about Ter Beke, go to www.terbeke.com.

Annual Results 2022 February 24, 2023 before market opening

Annual Report 2022 April 21, 2023 before market opening

Consolidated income statement

Financial year ending on 31 December 2022 and 2021

2022 2021
Revenue 781 385 696 906
Trade goods, raw and auxiliary items -495 220 -415 414
Services and miscellaneous goods -120 664 -110 131
Employee expenses -130 826 -122 696
Depreciation costs -27 833 -28 468
Impairments, write-downs, and provisions -381 -322
Other operating income 3 617 3 892
Other operating expenses -2 431 -6 618
Result of operating activities 7 647 17 149
Financial income 1 305 717
Financial expenses -2 754 -4 369
Results of operating activities after net financing expenses 6 198 13 497
Taxes -1 589 -6 164
Result for the financial year before result from equity accounted investees 4 609 7 333
Share in the result of equity accounted investees -89 0
Result for the financial year 4 520 7 333
Result for the financial year: share third parties 299 -13
Result for the financial year: share group 4 221 7 346
Basic earnings per share * 2,33 4,12
Diluted earnings per share * 2,33 4,12
Based on the weighted average number of shares in the year

PRESS RELEASE Regulated information

driven by the zeal for your everyday meal
------------------------------------------- -- -- -- -- -- -- -- --
Consolidated balance sheet
Financial year ending on 31 December 2022
and 2021
In EUR'000 2022 2021
Assets
Non-current assets 225 726 231 701
Goodwill 77 871 78 332
Intangible non-current assets 17 306 20 464
Tangible non-current assets 121 650 124 978
Participations using equity method 431
Deferred tax assets 8 392 7 852
Other long-term receivables 76 75
Current assets 178 733 150 104
Inventories 46 889 38 596
Trade and other receivables 112 491 99 964
Cash and cash equivalents 19 353 11 544
Total assets 404 459 381 805
Liabilities
Shareholders' equity 120 573 121 445
Capital and share premiums 62 197 59 572
Reserves 56 494 60 196
Non-controlling interest 1 882 1 677
Deferred tax liabilities 5 615 6 525
Long-term liabilities 87 759 87 993
Provisions 3 442 3 878
Long-term interest-bearing liabilities 84 317 79 728
Other long-term liabilities 0 4 387
Current liabilities 190 512 165 842
Current interest-bearing liabilities 2 792 5 579
Trade liabilities and other payables 162 156 138 132
Social liabilities 22 567 20 257
Tax liabilities 2 997 1 874
Total liabilities 404 459 381 805
Consolidated cash flow statement in EUR'000
as at 31 December 2022 and 2021
2022 2021
Operating activities
Result before taxes 6 198 13 497
Interest 1 322 2 000
Depreciation costs and impairments 27 833 28 468
Write-downs (*) 102 567
Provisions -58 -27
Gains & losses on disposal of fixed assets -64 3 812
Cash flow from operating activities 35 333 48 317
Decrease/(increase) in receivables more than 1 year
Decrease/(increase) in inventory -8 888 -687
Decrease/(increase) in receivables less than 1 year -12 662 -334
Decrease/(increase) in operational assets -21 550 -1 021
Increase/(decrease) in trade liabilities 22 759 6 488
Increase/(decrease) in debts relating to remuneration 2 247 2 003
Increase/(decrease) in other liabilities, accruals and deferred income -426 -1 126
Increase/(decrease) in operational debts 24 580 7 365
(Increase)/decrease in the operating capital 3 030 6 344
Tax paid -1 750 -3 901
Net cash flow from operating activities 36 613 50 760
Investment activities
Acquisition of intangible and tangible non-current assets -25 082 -19 279
Acquisition of shares in participations -520
Total increase in investments -25 602 -19 279
Sale of intangible and tangible non-current assets 818 5 112
Sale of shares in participations -3 900
Total decrease in investments 818 1 212
Cash flow from investment activities -24 784 -18 067
Financing activities
Increase/(decrease) in short-term financial debts -1 367 -1 451
Increase in long-term debts 8 996 921
Repayment of long-term debts -5 632 -33 316
Interest paid interest (via income statement) -1 322 -2 000
Acquisition of non-controlling interest 0 -266
Capital increase (decrease) (**) 2 625 2 791
Dividend paid by parent company (***) -7 177 -7 069
Cash flow from financing activities -3 877 -40 390
Net change in cash and cash equivalents 7 952 -7 697
Cash funds at the beginning of the financial year 11 544 19 143
Translation differences -143 98
Cash funds at the end of the financial year 19 353 11 544

(*) Also includes adjustments that are part of the financial result. This was -337 KEUR in 2022 and 219 KEUR in 2021 (**) Share Capital increase following Scrip Dividend: shareholders choosing for shares rather than cash

Key data per business segment

in EUR'000 Savoury 2022
Ready Meals
Total
Segment income statement
Segment net turnover 442 518 338 867 781 385
Segment results
Non-allocated results
Net financing cost
Taxes
2 325 11 456 13 781
-6 134
-1 449
-1 589
Share in businesses accounted for using the equity method
Consolidated result
-89
4 520
Segment balance sheet
Segment non-current assets
Non-allocated non-current assets
Total consolidated non-current assets
110 575 109 985 220 560
5 166
225 726
Segment liabilities
Non-allocated liabilities
Total consolidated liabilities
112 785 73 122 185 907
218 552
404 459
Other segment information 404 459
Segment investments (*)
Non-allocated investments
Total investments
13 732 8 756 22 488
886
23 374
Segment depreciation and non-cash costs
Non-allocated depreciation and non-cash costs
Total depreciation and non-cash costs
16 281 10 539 26 820
1 394
28 214
(*) Investments including new capital grants
Comparable Segment information
in EUR'000
Savoury Ready
Meals
Not
Allocated
Total
EBIT 2022 2 325 11 456 -6 134 7 647
EBIT 2021 11 985 17 691 -12 527 17 149
Variance -9 660 -6 235 6 393 -9 502
EBITDA 2022 18 606 21 995 -4 740 35 861
EBITDA 2021 28 907 28 373 -11 341 45 939
Variance -10 301 -6 378 6 601 -10 078
Non-Underlying 2022
U-EBIT
U-EBITDA
-2 354
-2 354
95
95
-2 259
-2 259
Comparable Segment information Savoury Ready
Meals
Not
Allocated
Total
UEBIT 2022 4 679 11 456 -6 229 9 906
UEBIT 2021 11 985 17 691 -5 660 24 016
Variance -7 306 -6 235 -569 -14 110
UEBITDA 2022 20 960 21 995 -4 835 38 120
UEBITDA 2021 28 907 28 373 -4 474 52 806
Variance -7 947 -6 378 -361 -14 686

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