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TOMRA Systems — Interim / Quarterly Report 2017
Apr 28, 2017
3775_rns_2017-04-28_0f73e591-edb5-4e53-9cc4-b1373d99aa19.pdf
Interim / Quarterly Report
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28.04.2017
HIGHLIGHTS
1Q 2017
- Revenues of 1,564 MNOK (1,360 MNOK in first quarter 2016). Up 19% currency adjusted Adjusted for acquisition's and revenues were:
- Up 6% for TOMRA Group
- Up 5% in TOMRA Collection Solutions
- Up 8% in TOMRA Sorting Solutions
- Gross margin 40%, down from 42% in first quarter 2016 (currency adjusted)
- Slightly lower margin in TOMRA Collection Solutions
- Lower margin in TOMRA Sorting Solutions (due to Compac)
- Operating expenses of 475 MNOK (421 MNOK in first quarter 2016)
- Up 3% adjusted for currency
- Including 4 MNOK in transaction cost
- EBITA of 158 MNOK (153 MNOK in first quarter 2016)
- Cash flow from operations of 122 MNOK (118 MNOK in first quarter 2016)
- TOMRA Sorting Solutions
- Compac transaction completed. Consolidated into Group accounts from 1 February
- Order intake (excl. Compac) of 682 MNOK, compared to 661 MNOK same period last year, currency adjusted up 7%
- Order backlog (excl. Compac) of 874 MNOK, up from 829 MNOK at the end of first quarter 2016
- TOMRA Collection Solutions
- Still good momentum in Germany, due to replacement demand
- Strong quarter in North America
- Replacement in Sweden coming to an end
CONSOLIDATED FINANCIALS
Revenues in the first quarter 2017 amounted to 1,564 MNOK compared to 1,360 MNOK in first quarter last year. Organic, currency adjusted revenues were up 5% in TOMRA Collection Solutions and up 8% in TOMRA Sorting Solutions.
Gross margin was 40% in the quarter, down from 42% same period last year, with slightly lower margins in both business areas. The lower margin in Sorting Solutions is due to Compac.
Operating expenses increased from 421 MNOK in first quarter 2016 to 475 MNOK in first quarter 2017, including 4 MNOK in acquisition cost related to Compac (up 3% organic, currency adjusted).
EBITA was 158 MNOK in first quarter 2017 versus 153 MNOK in the first quarter 2016.
EPS increased from NOK 0.54 to NOK 0.57 in first quarter 2017 versus first quarter 2016.
Cash flow from operations in first quarter 2017 equaled 122 MNOK, up from 118 MNOK in first quarter 2016.
TOMRA Group
| (MNOK) | 1Q17 | 1Q16 |
|---|---|---|
| Revenues | 1 564 | 1 360 |
| Gross contribution | 633 | 574 |
| - in % | 40 % | 42 % |
| Operating expenses | 475 | 421 |
| EBITA | 158 | 153 |
| - in % | 10 % | 11 % |
| Incl. onetime costs | ||
| - In operating exp. | 4 | - |
Total assets were 7,927 MNOK as of 31 March 2017, up from 7,152 MNOK at the end of 2016. Adjusted for the Compac acquisition, there were only minor changes in the balance sheet during first quarter 2017.
Net Interest Bearing Debt/EBITDA (rolling 12 months' basis) increased from 0.3x at the end of 2016 to 0.5x at the end of first quarter 2017.
Excluding one time cost
BUSINESS AREA REPORTING
TOMRA Collection Solutions
Revenues in the business area equaled 877 MNOK in the first quarter, up from 869 MNOK in first quarter last year. After adjustment for currency changes, revenues were up 5%.
Gross margin was 40%, slightly down from same period last year, due to product mix.
EBITA was 144 MNOK, down from 147 MNOK last year, due to lower gross margin.
Europe
Currency adjusted revenues in Europe were up 5% in first quarter 2017, compared to first quarter 2016.
There continued to be good momentum in Germany due to replacement demand.
The replacement of old machines due to new regulations in Sweden (effective 1 January 2017) was completed during first quarter 2017.
North America
Currency adjusted revenues were up 6% in first quarter, compared to same period last year. Both throughput volumes as well as RVM sales developed positively.
TOMRA Collection Solutions
| (MNOK) | 1Q17 | 1Q16 |
|---|---|---|
| Revenues | ||
| - Nordic | 139 | 158 |
| - Europe (ex Nordic) | 383 | 374 |
| - North America | 342 | 322 |
| - Rest of World | 13 | 15 |
| Total revenues | 877 | 869 |
| Gross contribution | 351 | 352 |
| - in % | 40 % | 41 % |
| Operating expenses | 207 | 205 |
| EBITA | 144 | 147 |
| - in % | 16 % | 17 % |
BUSINESS AREA REPORTING
TOMRA Sorting Solutions
Revenues equaled 687 MNOK in first quarter 2017, up 8% in local currencies, adjusted for acquisitions (Compac).
Gross margin was 41%, down from same period last year due to Compac.
Operating expenses were up 2% (organic, currency adjusted).
EBITA increased from 16 MNOK in first quarter 2016 to 30 MNOK in first quarter 2017.
The overall performance improved in TOMRA Sorting during first quarter 2017, with increased order intake (682 MNOK versus 661 MNOK in first quarter 2016), improved backlog (874 MNOK versus 829 MNOK at the end of 2016) and increased revenues (all figures without Compac).
TOMRA Sorting Solutions
| (MNOK) | 1Q17 | 1Q16 |
|---|---|---|
| Revenues | ||
| - Europe | 207 | 205 |
| - North America | 252 | 157 |
| - South America | 25 | 4 |
| - Asia | 108 | 90 |
| - Oceania | 57 | 21 |
| - Africa | 38 | 14 |
| Total revenues | 687 | 491 |
| Gross contribution | 282 | 222 |
| - in % | 41 % | 45 % |
| Operating expenses | 252 | 206 |
| EBITA | 30 | 16 |
| - in % | 4 % | 3 % |
Business streams
Food
Overall, there is good momentum in the Food segment. Revenues in first quarter 2017 were up from first quarter 2016 and the order intake was also up, leading to an all time high order backlog at the end of first quarter 2017 (excl. Compac).
Compac was consolidated from 1 February 2017. The unit recorded revenues of 175 MNOK during February and March and ended the quarter with a backlog of 265 MNOK.
Recycling
Continuing low prices on several commodities are still having a somewhat negative effect on the performance of the Recycling business stream. Revenues in first quarter 2017 were slightly down compared to first quarter 2016. Order intake was, however, up quarter over quarter, and the order backlog has consequently increased.
Mining
The market is still depressed in most commodities, apart from diamonds, but revenues and order intake have improved from a low level last year.
COMPAC ACQUISITION
TOMRA signed 11 October 2016 a sales and purchase agreement with the owners of Compac Holding Ltd (Compac), acquiring 100 per cent of the shares in the company. Closing of the transaction took place 31 January 2017, after TOMRA obtained approval from the New Zealand Overseas Investment Office.
Order intake TOMRA Sorting
Order backlog TOMRA Sorting
Revenues TOMRA Sorting
Compac is a leading provider of lane sorting within the fresh fruit and vegetable segment. The company designs, manufactures, sells and services packhouse automation systems that sort fresh produce based on weight, size, shape, color, surface blemishes and internal quality.
With the acquisition of Compac, TOMRA have reinforced its leading position within the Food segment and is the first player to offer its customers both lane and bulk sorting of fresh and processed foods.
Compac has had significant organic as well as inorganic growth over the last few years and this has put additional pressure on the organization, both financially and operationally. Despite higher revenues, Compac has not managed to achieve profitability during this time.
As a result, TOMRA and the Compac management team have launched several improvement projects that aim to improve profitability. The overall performance is therefore expected to improve gradually. However, the complexity of the transformation process means that it could be some time before the full effects of the projects are seen.
Compac normally experiences some seasonality in its activities, with somewhat higher revenues in first and second quarter than in third and fourth quarter. In first quarter 2017 (February and March months), Compac is included in the TOMRA Group accounts with revenues of 29 MNZD and an EBIT of 1 MNZD. Reference is also made to disclosure note 6 to this report for further information about the transaction.
MARKET OUTLOOK
The long term demand for better resource productivity is a result of megatrends such as population increase, a growing middle class consumer base and greater urbanization. TOMRA, as a leader in sensor based solutions, is favorably positioned to capitalize on these trends.
TOMRA Collection Solutions
The replacement demand in Germany is assumed to continue, but the replacement in Sweden is now finished.
TOMRA Sorting Solutions
Currently good momentum in Food Sorting. Somewhat higher commodity prices might improve momentum in Recycling and Mining going forward.
Currency
Reporting in NOK and with some NOK cost base, TOMRA will be negatively impacted by a strengthening NOK, measured particularly against EUR and USD.
THE TOMRA SHARE
The total number of issued shares at the end of first quarter 2017 was 148,020,078 shares, including 455,927 treasury shares. The total number of shareholders increased from 5,595 at the end of fourth quarter 2016 to 5,869 at the end of first quarter 2017. Norwegian residents held 26% of the shares at the end of first quarter 2017.
TOMRA's share price increased from NOK 90.50 to 94.00 NOK during first quarter 2017. The number of shares traded on the Oslo Stock Exchange in the period was 7 million, down from 19 million in the same period in 2016.
Asker, 27 April 2017
The Board of Directors TOMRA SYSTEMS ASA
Jan Svensson Stefan Ranstrand Chairman of the Board President & CEO
Condensed Consolidated interim financial statements
| STATEMENT OF PROFIT AND LOSS | 1st Quarter | Full year | ||
|---|---|---|---|---|
| (MNOK) | Note | 2017 | 2016 | 2016 |
| Operating revenues | (5) | 1 563,7 | 1 359,5 | 6 609,9 |
| Cost of goods sold | 907,5 | 761,4 | 3 692,4 | |
| Depreciations/write-down | 23,4 | 24,0 | 103,4 | |
| Gross contribution | 632,8 | 574,1 | 2 814,1 | |
| Operating expenses | 445,2 | 392,7 | 1 586,8 | |
| Depreciations/write-down | 29,6 | 28,2 | 108,1 | |
| EBITA | (5) | 158,0 | 153,2 | 1 119,2 |
| Amortizations | 34,1 | 31,8 | 131,5 | |
| EBIT | (5) | 123,9 | 121,4 | 987,7 |
| Net financial income | (3,1) | (4,1) | 20,4 | |
| Profit before tax | 120,8 | 117,3 | 1 008,1 | |
| Taxes | 30,8 | 28,6 | 256,9 | |
| Profit from continuing operations | 90,0 | 88,7 | 751,2 | |
| Discontinued operations | 0,0 | (2,1) | (12,9) | |
| Net profit | 90,0 | 86,6 | 738,3 | |
| Non-Controlling interest (Minority interest) | (5,2) | (6,8) | (47,2) | |
| Earnings per share (EPS) | 0,57 | 0,54 | 4,68 | |
| Earnings per share (EPS) continuing operations | 0,57 | 0,55 | 4,76 | |
| STATEMENT OF OTHER COMPREHENSIVE INCOME | 1st Quarter | Full year | ||
| (MNOK) | 2017 | 2016 | 2016 | |
| Net profit for the period | 90,0 | 86,6 | 738,3 | |
| Other comprehensive income that may be reclassified to profit or loss | ||||
| Translation differences | 23,4 | (138,1) | (175,4) |
|---|---|---|---|
| Other comprehensive income that will not be reclassified to profit or loss | |||
| Remeasurements of defined benefit liability (assets) | 0,0 | 0,0 | (2,9) |
| Total comprehensive income | 113,4 | (51,5) | 560,0 |
| Attributable to: | |||
| Non-controlling interest | 4,7 | (1,8) | 43,1 |
| Shareholders of the parent company | 108,7 | (49,7) | 516,9 |
| Total comprehensive income | 113,4 | (51,5) | 560,0 |
| #REF! |
| STATEMENTS OF FINANCIAL POSITION | 31 March | 31 Dec | |
|---|---|---|---|
| (MNOK) | 2017 | 2016 | 2016 |
| ASSETS | |||
| Intangible non-current assets | 3 177,3 | 2 858,3 | 2 749,9 |
| Tangible non-current assets | 856,3 | 794,8 | 800,7 |
| Financial non-current assets | 348,6 | 305,6 | 342,6 |
| Inventory | 1 210,4 | 1 277,9 | 1 126,9 |
| Receivables | 1 808,1 | 1 569,7 | 1 695,5 |
| Cash and cash equivalents | 526,4 | 345,4 | 399,2 |
| TOTAL ASSETS | 7 927,1 | 7 151,7 | 7 114,8 |
| EQUITY & LIABILITIES | |||
| Equity | 4 301,0 | 3 914,6 | 4 192,3 |
| Non-controlling interest | 184,0 | 166,2 | 177,7 |
| Deferred taxes | 120,4 | 168,1 | 97,5 |
| Long-term interest bearing liabilities | 1 173,7 | 1 139,5 | 759,7 |
| Short-term interest bearing liabilities | - | - | - |
| Other liabilities | 2 148,0 | 1 763,3 | 1 887,6 |
| TOTAL EQUITY & LIABILITIES | 7 927,1 | 7 151,7 | 7 114,8 |
| STATEMENT OF CASHFLOWS | 1st Quarter | Full year | ||
|---|---|---|---|---|
| (MNOK) | Note | 2017 | 2016 | 2016 |
| Profit before income tax* | 120,8 | 115,2 | 995,2 | |
| Changes in working capital | 35,4 | 26,0 | 60,9 | |
| Other operating changes | (34,1) | (23,0) | 39,1 | |
| Total cash flow from operations | 122,1 | 118,2 | 1 095,2 | |
| Cashflow from (purchase)/sales of subsidiaries | (411,6) | 0,0 | 2,7 | |
| Other cashflow from investments | (78,4) | (70,9) | (320,3) | |
| Total cash flow from investments | (490,0) | (70,9) | (317,6) | |
| Cashflow from sales/repurchase of treasury shares | (3) | 0,0 | 19,1 | (10,8) |
| Dividend paid out | (2) | 0,0 | 0,0 | (258,8) |
| Other cashflow from financing | 492,0 | (32,7) | (396,5) | |
| Total cash flow from financing | 492,0 | (13,6) | (666,1) | |
| Total cash flow for period | 124,1 | 33,7 | 111,5 | |
| Exchange rate effect on cash | 3,1 | (1,2) | (25,2) | |
| Opening cash balance | 399,2 | 312,9 | 312,9 | |
| Closing cash balance | 526,4 | 345,4 | 399,2 |
Condensed Consolidated interim financial statements (continued)
* Including loss from discontinued operations
| EQUITY | Paid in | Transl. | Actuarial | Retained | Total | Minority |
|---|---|---|---|---|---|---|
| (MNOK) | capital | reserve | Gain / | earnings | majority | interest |
| Balance per 31 December 2016 | 1 065,8 | 484,6 | (40,4) | 2 682,3 | 4 192,3 | 177,7 |
| Net profit | 84,8 | 84,8 | 5,2 | |||
| Changes in translation difference | 23,9 | 23,9 | (0,5) | |||
| Remeasurement defined benefit liability | 0,0 | 0,0 | ||||
| Dividend non-controlling interest | 0,0 | 0,0 | ||||
| Purchase of treasury shares | 0,0 | 0,0 | 0,0 | |||
| Treasury shares sold to employees | 0,0 | 0,0 | 0,0 | |||
| Minority new consolidated companies | 0,0 | 1,6 | ||||
| Dividend to shareholders | 0,0 | |||||
| Balance per 31 December 2016 | 1 065,8 | 508,5 | (40,4) | 2 767,1 | 4 301,0 | 184,0 |
| EQUITY | 1st Quarter | Full year | |
|---|---|---|---|
| (MNOK) | 2017 | 2016 | 2016 |
| Opening balance | 4 192,3 | 3 945,1 | 3 945,1 |
| Net profit | 84,8 | 79,8 | 691,2 |
| Translation difference | 23,9 | (129,5) | (171,4) |
| Remeasurement defined benefit liability | 0,0 | 0,0 | (2,9) |
| Dividend paid | 0,0 | 0,0 | (258,8) |
| Net purchase of own shares | 0,0 | 19,1 | (10,9) |
| Closing balance | 4 301,0 | 3 914,5 | 4 192,3 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 1 Disclosure
This interim report has been prepared in accordance with IAS34, and in accordance with the principles used in the annual accounts for 2016. The quarterly reports do not however include all information required for a full annual financial statement of the Group and should be read in conjunction with the annual financial statement for 2016. The quarterly reports have not been audited. The quarterly reports require management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. The significant judgments made by management in preparing these condensed consolidated interim financial statements in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ending 31 December 2016.
A number of new standards, amendments to standards and interpretations are not effective for the period ended 31 March 2017 and have not been applied in preparing these consolidated financial statements. Those that may be relevant to the Group are set out below. The Group does not plan to adopt these standards early. These will be adopted in the period that they become mandatory unless otherwise indicated:
IFRS 9 Financial Instruments IFRS 15 Revenue from Contracts with Customers IFRS 16 Leases Amendments to IAS 12 – Recognition of Deferred Tax Assets for Unrealised Losses Amendments to 7 – Disclosure Initiative
TOMRA is considering the effects of the future adoption of these standards.
IFRS 15 was issued in May 2014 with effective date 1. January 2018. The standard establishes a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers. Under IFRS 15 an entity recognizes revenue when a performance obligation is satisfied, i.e. when control over the goods or services underlying the particular performance obligation is transferred to the customer.
The evaluation of the impact for Tomra Collection Solutions will be completed during 2017, but as the majority of revenues in Tomra Collection Solutions stem from sale of goods and service with only one performance obligation, the implementation of IFRS 15 in Tomra Collection Solutions is not anticipated to significantly impact the financial statements.
The evaluation of the impact for Tomra Sorting Solutions will be completed during 2017. Whether the sale of a sorter and the following installation should be considered one or several performance obligations is currently being evaluated. Based upon the conclusion, revenue recognition might be taken at a somewhat later point according to the new standard.
IFRS 16 leases was issued in January 2016 with effective date 1. January 2019. IFRS 16 specifies how to recognize, measure and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value.
The evaluation of the impact for TOMRA has not been completed at this stage, but the implementation of the lease standard is anticipated to increase the balance sheet by 10-15 percent. The implementation will also have a negative impact on key figures using total assets as a variable like ROCE. The expenses will be presented as depreciations and interest expenses in the income statement, rather than operating lease expenses, and will have a positive effect on EBITDA.
TOMRA's current assessment of other new and revised standards does not indicate any material effects in the financial statements from the new requirements.
Revenue recognition: Revenues from sales and sales-type leases of the company's products are generally recognized at the time of installation. Revenues from service contracts and operating leases of the company's products are recognized over the duration of the related agreements. Other service revenues are recognized when services are provided.
Seasonality: The Material Recovery operations, and to some extent the US Reverse Vending operations, are influenced by seasonality. The seasonality mirrors the beverage consumption pattern in the US, which normally is higher during the summer (2Q and 3Q) than during the winter (1Q and 4Q).
Financial exposures: TOMRA is exposed to currency risk, as only ~4% of its income is nominated in NOK. A strengthening/ weakening of NOK toward other currencies of 10% would normally decrease/increase operating profit by 8-12%. An increase in NIBOR and EURIBOR of 1 percentage point, would increase financial expenses by ~NOK 5 million per year.
Segment reporting: TOMRA has divided its primary reporting format into two business areas: Collection Solutions and Sorting Solutions. In addition, the corporate overhead costs are reported in a separate column. The split is based upon the risk- and return profile of the Group's different activities; also taking into consideration TOMRA's internal reporting structure.
- Collection Solutions consists of the business streams Reverse Vending (development, production, sales and service of Reverse Vending Machines and related data management systems) + Material Recovery (pick-up, transportation and processing of empty beverage containers on behalf of beverage producers/fillers on the US East Coast and in Canada)
- Sorting Solutions consists of the business streams Food, Recycling and Mining, all providing advanced optical sorting systems
- Group Functions consists of costs related to corporate functions at TOMRA's headquarters
Assets and liabilities are distributed to the different business streams, except for cash, interest-bearing debt and taxpositions, which are allocated to Group Functions. There are no material revenues from transactions with other business areas. There were no material related party transactions in 2016.
Alternative performance measures: Alternative performance measures used in this report are defined in the following way:
- EBITA is the calculated profit (loss) for the period before (i) income tax expenses, (ii) finance income and expenses and (iii) amortization.
- Net interest bearing debt is calculated as the difference between interest-bearing debts and cash and cash equivalents. Interest-bearing debts include loans from financial institutions (current and non-current loans) and cash and cash equivalents include short-term deposits, cash funds and bank accounts.
- Currency adjusted revenues is the change in revenues, after adjusting for estimated currency effect.
- Order backlog is defined as the value of orders received within Tomra Sorting that have not yet been delivered (and consequently not yet been taken to P/L).
The divested Compaction business is classified as discontinued operations in the profit and loss statement.
NOTE 2 Dividend paid
| Paid out May 2015: | 1.45 NOK x 147.8 million shares = NOK 214.3 million |
|---|---|
| Paid out May 2016: | 1.75 NOK x 147.9 million shares = NOK 258.8 million |
NOTE 3 Purchase of treasury shares
| Net purchase of own shares | # shares Average price |
Total (MNOK) | ||
|---|---|---|---|---|
| 2016 | ||||
| Purchased in the marked | 350 000 | NOK | 89,16 | 31,2 |
| Sold to employees | (242 136) | NOK | 84,25 | (20,4) |
| Net purchased | 107 864 | 10,8 | ||
| 2017 | ||||
| Purchased in the marked | ||||
| Sold to employees | ||||
| Net purchased | 0 | 0,0 | ||
NOTE 4 Interim results
| (MNOK) | 1Q17 | 4Q16 | 3Q16 | 2Q16 | 1Q16 | |||
|---|---|---|---|---|---|---|---|---|
| Operating revenues (MNOK) | 1 564 | 1 766 | 1 715 | 1 770 | 1 360 | |||
| EBITA (MNOK) | 158 | 316 | 331 | 318 | 153 | |||
| EBIT (MNOK) | 124 | 287 | 294 | 285 | 121 | |||
| Sales growth (year-on-year) (%) | 15 % | -3 % | -2 % | 20 % | 23 % | |||
| Gross margin (%) | 40 % | 42 % | 43 % | 43 % | 42 % | |||
| EBITA margin (%) | 10 % | 18 % | 19 % | 18 % | 11 % | |||
| EPS (NOK) | 0,57 | 1,26 | 1,50 | 1,38 | 0,54 | |||
| EPS (NOK) fully diluted | 0,57 | 1,26 | 1,50 | 1,38 | 0,54 | |||
| NOTE 5 Operating segments | ||||||||
| SEGMENT | Collection Solutions | Sorting Solutions | Group Functions | Group Total |
NOTE 5 Operating segments
| SEGMENT | ||||||||
|---|---|---|---|---|---|---|---|---|
| (MNOK) | 1Q17 | 1Q16 | 1Q17 | 1Q16 | 1Q17 | 1Q16 | 1Q17 | 1Q16 |
| Revenues | 877 | 869 | 687 | 491 | 1 564 | 1 360 | ||
| Gross contribution | 351 | 352 | 282 | 222 | 633 | 574 | ||
| - in % | 40 % | 41 % | 41 % | 45 % | 40 % | 42 % | ||
| Operating expenses | 207 | 205 | 252 | 206 | 1 6 |
1 0 |
475 | 421 |
| EBITA | 144 | 147 | 3 0 |
1 6 |
(16) | (10) | 158 | 153 |
| - in % | 16 % | 17 % | 4 % | 3 % | 10 % | 11 % | ||
| Amortization | 1 2 |
1 1 |
2 2 |
2 1 |
3 4 |
3 2 |
||
| EBIT | 132 | 136 | 8 | -5 | (16) | (10) | 124 | 121 |
| - in % | 15 % | 16 % | 1 % | -1 % | 8 % | 9 % | ||
| Assets | 2 813 | 2 890 | 4 290 | 3 658 | 824 | 604 | 7 927 | 7 152 |
| Liabilities | 995 | 1 009 | 1 001 | 582 | 1 446 | 1 480 | 3 442 | 3 071 |
NOTE 6 Compac acquisition
On 11. October 2016, TOMRA Sorting AS (a wholly owned subsidiary of Tomra Systems ASA) signed an agreement with the owners of Compac Holding Ltd (Compac) for 100 per cent of the shares in the company. Closing of the transaction took place 31 January 2017, after obtaining approval from the New Zealand Overseas Investment Office. Based on this, and the controls definitions in IFRS 3 Business combinations and IFRS 10 Consolidated financial statements, TOMRA has determined that the acquisition date was 31 January 2017. Compac has consequently been consolidated into TOMRA Group accounts from 1 February 2017.
Compac is a New Zealand-based provider of post-harvest solutions and services to the global fresh produce industry. The company designs, manufactures, sells and services packhouse automation systems that sort fresh produce based on weight, size, shape, color, surface blemishes and internal quality. The main purpose of the acquisition of Compac is for TOMRA to reinforce its leading position within the food segment. TOMRA will, therefore, be the first player to offer its customers both lane and bulk sorting of fresh and processed food.
TOMRA has at closing paid a consideration of 70 MNZD, free of cash and interest bearing debt. In addition to the initial purchase price, the sellers are entitled to an earn-out linked to the combined EBIT for the period July 2016 to June 2019. The earn-out is capped at 230 MNZD, which is reached at a combined EBIT for the threeyear period of 84 MNZD. There will be progress payments after Fiscal year 2017 (ending June 2017), Fiscal year 2018 (ending June 2018) and Fiscal year 2019 (ending June 2019), if defined interim targets are met. If the combined EBIT during the period is below 20 MNZD, no additional earn-out will be paid (somewhat dependent upon the distribution of EBIT between the three years).
| Accounting year July-June (Figures in MNZD)FY14 | FY15 | FY16 | 1H17* | Feb-Mar17 | |
|---|---|---|---|---|---|
| Profit and loss | |||||
| Revenues | 75 | 105 | 152 | 72 | 29 |
| EBIT | 7 | (2) | (1) | (5) | 1 |
| Balance sheet | |||||
| June14 | June15 | June16 | Dec16 | March17 | |
| Intangible non-current assets |
1 | 8 | 14 | 11 | 12 |
| Tangible non-current assets | 6 | 10 | 12 | 14 | 8 |
| Inventory | 17 | 17 | 24 | 23 | 15 |
| Receivables | 8 | 22 | 19 | 17 | 20 |
| Cash | 4 | 4 | 4 | 9 | 15 |
| Total assets | 36 | 61 | 73 | 74 | 70 |
| Equity | 5 | 5 | 4 | (5) | 20 |
| Interest bearing debt | 8 | 23 | 29 | 39 | 19 |
| Other liabilities | 23 | 23 | 38 | 40 | 31 |
| Total debt and equity | 36 | 61 | 73 | 74 | 70 |
* July-Dec 2016
FY15, FY16 and FY17 (6months) are extracted from management accounts and adjusted for one-off income and expenses. The figures are not harmonized with TOMRA accounting principles. If Compac was consolidated from 1 January 2017, revenues in the TOMRA Group accounts would have increased by 9 MNZD and EBIT would have been reduced by 1 MNZD.
The figures up until December 2016 include a Spanish subsidiary, which had revenues of ~12 MNZD in FY16 and ~8 MNZD in FY17 (6months). The subsidiary was divested at closing.
TOMRA and the vendors are currently in the process of agreeing upon the closing balance sheet. The company is in the process of harmonizing accounting principles and is also working on a three-year plan for the coming years performance.
Full disclosure under IFRS 3 is therefore not currently available, this includes purchase price allocations and eventual accruals for earn out. This work will be performed later during 2017.
The 31 March 2017 balance sheet includes the following preliminary assessments (Amounts in NZD million):
| Preliminary acquired | Preliminary | ||
|---|---|---|---|
| carrying amount | fair value | Preliminary | |
| at acquisition date | adjustments | Fair value | |
| Intangible non-current assets | 11.7 | 53.5 | 65.2 |
| Tangible non-current assets | 9.1 | 0.0 | 9.1 |
| Inventories | 16.0 | -1.0 | 15.0 |
| Receivables | 18.6 | -1.0 | 17.6 |
| Non-interest bearing liabilities | -38.4 | -1.0 | -39.4 |
| Total consideration satisfied by cash | 17.0 | 50.5 | 67.5 |
| Net cash outflow arising on acquisition: | |||
| Cash consideration paid | 54.6 | ||
| Interest bearing debt acquired | 12.9 | ||
| Net cash outflow | 67.5 |
Preliminary purchase price allocation analysis indicates that intangibles mainly relate to Goodwill. The 1Q17 figures include preliminary amortization on intangibles from purchase price allocations of 2 MNOK. 1Q17 also includes acquisition cost of 4 MNOK, reported as operating expenses under Group Functions. Compac is reported under the segment "Sorting Solutions".
About TOMRA
TOMRA was founded on an innovation in 1972 that began with design, manufacturing and sale of reverse vending machines (RVMs) for automated collection of used beverage containers.
Today, TOMRA has ~90,000 installations in over 80 markets worldwide and had total revenues of ~6.6 billion NOK in 2016.
The Group employs ~3,500 globally, and is publicly listed on the Oslo Stock Exchange. (OSE: TOM)
The TOMRA Group continues to innovate and provide cutting-edge solutions for optimal resource productivity within two main business areas: Collection Solutions (reverse vending and material recovery) and Sorting Solutions (recycling, mining and food sorting).
For further information about TOMRA, please see www.tomra.com
The results announcement will be broadcasted Friday 28rApril at 08:00 CET via live webcast. Link to webcast for this and previous releases are available at https://tomra.com/en/investor-relations/webcasts/
For further information contact:
Espen Gundersen, Deputy CEO / CFO, Tel: +47 97 68 73 01 Elisabet V. Sandnes, Vice President Investor/M&A, Tel: +47 97 55 79 15