Half Year Results – period ended 31st January 2009

Financial and Operations Review
 
1. Summary Income Statement for first six months ended 31 January 2009
 
 
2009
€’000
2008
€’000
Increase
%
Group revenue
1,571,169
1,356,759
15.8
Group operating profit
126,450
105,738
19.6
Share of associates and JV
7,837
8,599
(8.9)
Operating profit incl. associates and JV
134,287
114,337
17.4
Finance cost
(24,405)
(20,114)
(21.3)
Pre tax profits
109,882
94,223
16.6
Adjusted profit
83,974
72,786
15.4
Adjusted fully diluted EPS (cent)
107.7
92.2
16.8
The above figures exclude the impact of intangible and non-recurring items.  Share of profits of associate and joint venture is presented above after interest and tax.
 
Prepared on a pro forma basis including Hiestand Holding AG in prior year comparative. Detailed schedules setting out the basis of preparation for the pro forma numbers can be found in Section 3A of this statement.
 
2. Summary Revenue performance
 

 
Food
Europe*
Food
North
America
Food
Developing
Market*
Total
Food
Origin**
Group
Group Revenue
(€ million)
578.5
276.6
10.0
865.1
706.1
1,571.2
Underlying growth
2.8%
16.6%
 
1.0%
6.7%
(6.9%)
1.2%
Acquisitions
1.5%
 
1.1%
45.3%
18.8%
Currency 
(3.1%)
3.8%
 
12.6%
(1.0%)
(9.2%)
(4.3%)
Revenue increase
1.1%
20.5%
13.6%
6.8%
29.2%
15.8%

 
*Prepared on a pro forma basis including Hiestand Holding AG in prior year comparative.
 
** Presented after deduction of intergroup sales between Origin and the Food Group.
 


3. Summary Operating Profit Performance
 

 
Food Europe*
Food
North
America
Food
Developing
Market*
Total
Food
Origin
Group
Operating Profit
(€ million)
64.0
34.3
0.9
99.2
27.2
126.4
Growth
11.0%
25.9%
 
50.9%
16.0%
34.6%
19.6%
Operating Margin
11.1%
12.4%
 
 9.2%
11.5%
3.8%
8.0%
Operating Margin
(six months to
January 2008)
10.1%
11.9%
6.9%
10.6%
3.7%
7.8%

 
The above figures exclude the impact of intangible items and non-recurring items.
 
*Prepared on a pro forma basis including Hiestand Holding AG in prior year comparative.
 
4. Food Business
 
ARYZTA AG’s (“ARYZTA”) food business is firstly focused on the speciality bakery market, a niche part of the total global bakery market. The total bakery market is made up of both traditional bakery and speciality bakery. Traditional bakery typically relates to shelf stable and scratch (also described as Artisan) bakery whereas speciality bakery relates to freshly prepared bakery offerings giving the best value and taste to consumers at point of sale. The aroma of freshly baked goods at the point of sale drives consumer footfall and represents a point of difference for ARYZTA’s customers in foodservice and retail establishments.
 
5. Food Europe
 
Food Europe has leading market positions in the speciality bakery market in Switzerland, Germany, UK, Ireland and France. In Europe ARYZTA has a mixture of business to business and consumer brands, including; Hiestand, Cuisine de France, Delice de France and Coup de Pates.
 
Food Europe operates 14 state of the art manufacturing sites producing an unrivalled range of speciality bakery products. It has over 600 direct store delivery (DSD) routes and services a diversified customer base including convenience retail, multiple retail, restaurants, catering, hotels and leisure.
 
Food Europe’s performance in the six month period ended 31 January 2009 was in line with expectation. Like for like revenue growth (excluding impact of acquisitions and foreign exchange) in the period was 2.8%. This reflects the slowdown in growth evident at Q1, as a result of negative volume growth in the Irish and to a lesser extent in the UK markets. Elsewhere in ARYZTA’s other principal European markets of France, Switzerland and Germany growth has been resilient.
 
Food Europe’s operating profit grew by 11.0% to €64.0m in the six months ended 31 January 2009, demonstrating the capability and adaptability of the business model in a rapidly changing macro economic environment and the benefits of increased in-sourcing of production. The business continues to focus on adapting its cost base to achieve improved margins and greater return on its manufacturing investments.
 
The Grangecastle bakery, distribution and R&D centre in Dublin was fully commissioned as at the period end 31 January 2009. This project was on budget and to plan. The Grangecastle completion is timely and offers an opportunity to develop the UK / Irish business into new channels, such as the multiple retail channel in the UK.
 
The Hiestand business has performed well in the six months ended 31 January 2009. We are satisfied with the progress of the integration of Hiestand into ARYZTA. The business is now aligned with the ARYZTA reporting model, integrating its accounting and risk management systems with the Group and has been actively implementing Swiss Internal Control System (ICS) requirements across its businesses.


 
6. Food North America
 
Food North America has leading market positions in freshly baked cookies and freshly baked artisan breads. The business has two iconic brands which evoke emotional appeal with the US consumer, namely Otis Spunkmeyer and La Brea Bakery.
 
Food North America operates 7 state of the art manufacturing sites across the US. It has over 300 direct store delivery (DSD) routes and services a diversified customer base with strength and depth in foodservice and retail channels.
 
Food North America’s performance in the six month period ended 31 January 2009 was excellent. Like for like revenue growth (excluding impact of acquisitions and foreign exchange) in the period was 16.6%.
 
Operating profit grew by 25.9% to €34.3m in the six month ended 31 January 2009. Changing consumer patterns in the US have been evident for longer than in the European marketplace. The business has responded well to those changes and is well positioned in the new market environment.
 
La Brea Bakery is well positioned with a significant portion of its business servicing the US multiple retail channel, which is experiencing increased consumer footfall at the expense of other channels in the current economic environment.
 
The acquisition of Otis Spunkmeyer in 2006 has proved a success. It is now yielding excellent results for the Group. It is very well positioned in the current environment with a diversified customer base. It has particular strength across the US foodservice market from restaurants, catering (including hospitals, military and fundraising events), hotels and leisure and quick service restaurants.
 
Otis Spunkmeyer is currently implementing SAP Enterprise Resource Planning System (‘ERP’) across its extensive business platform. This project is on plan and should net substantial recurring cost savings and improve the speed of business intelligence to further enhance this business.
 
7. Food Developing Markets
 
ARYZTA has embryonic businesses in Japan, Malaysia and Australia. Like for like revenue growth (excluding impact of acquisitions and foreign exchange) in Food Developing markets in the period was 1.0%.
 
Food developing markets operating profit grew by 50.9% to €0.9m in the six months ended 31 January 2009.
 
8. Canadian Joint Venture
 
This joint venture yielded a net contribution after tax and interest of €7.3m in the six months ended 31 January 2009.
 
 
9. ARYZTA adjusted diluted earnings per share for six month period ended 31 January 2009 and the pro forma six month period ended 31 January 2008
 
 
31 January
2009
 
€’000
Pro Forma
31 January
2008
€’000
Basic earnings for the financial period     
44,729
59,897
Amortisation of intangible assets                   
22,444
21,094
Amortisation of related deferred tax liability
(5,370)
(7,906)
Merger costs, net of tax               
22,520
Adjusted basic earnings for the
financial period
84,323
73,085
Adjusted basic earnings per share*
108.2
92.6
 
 
 
Basic earnings for the financial period
44,729
59,897
Dilutive impact of Origin management
incentives on Origin minority interest share
of profits
(318)
(282)
Diluted earnings for the financial period
44,411
59,615
Amortisation of intangible assets
22,444
21,094
Amortisation of related deferred tax liability
(5,370)
(7,906)
Merger costs, net of tax
22,520
Dilutive impact of Origin management
incentives on adjusted Origin minority
interest share of profits
(31)
(17)
Adjusted diluted earnings
83,974
72,786
Adjusted diluted earnings per share*
107.7
92.2
 
Prepared on a pro forma basis including Hiestand Holding AG in prior year comparative January 2008.  Pro forma figures have been adjusted to recognise the effect of the increased amortisation and related deferred tax arising as a result of the revaluation of certain Hiestand intangible assets on acquisition.
* The share denominator for the period ended 31 January 2009 is 77,999,274 shares as set out in note 3 of the IFRS accounts. The share denominator for the pro forma period ended 31 January 2008 is the total number of shares in issue being 78,940,460.
 


10.  Financial Position:
 
Summary free cash flow Food Group
 
January
2009
 
€’000
Pro forma
January
2008
€’000
 
 
 
Cash flow from ordinary activities
123,930
114,583
Dividends received / (paid)
7,563
8,361
Working capital movement
(9,019)
(13,816)
Ongoing capital expenditure
(7,746)
(12,443)
Interest and taxation
(24,128)
(23,974)
Others
790
497
Free Cash
91,390
73,208
Operating profit
99,212
85,497
 
 
 
 
 Prepared on a pro forma basis including Hiestand Holding AG in prior year
 comparative.
 
Summary movement in net debt
half year to 31 January 2009
 
Food Group
€’000
 
(413,190)
Acquired Hiestand Net Debt to 30 June 2008
(109,310)
Pro forma adjustment*
(30,062)
 
 
Food Group pro forma net debt as at 31 July 2008
(552,562)
Acquired Hiestand net debt to 1 July – 31 July 2008
(2,778)
ARYZTA Transaction costs
(20,437)
Investment capital expenditure
(42,270)
Other acquisition costs
(23,325)
Free cash (before ongoing capital expenditure)
99,136
Ongoing capital expenditure
(7,746)
Foreign exchange movement
(73,687)
Other
(1,809)
Closing
(625,478)
 
* Pro forma adjustment includes the cash consideration (€30m) paid to Lion Capital
  as part of the ARYZTA transaction.
 
ARYZTA continues to have a strong balance sheet with excellent free cash flow.
The Food Group’s free cash flow grew by 24.8% to €91.4m in the six months ended 31 January 2009. ARYZTA negotiated total financing facilities of over €1bn in 2008. At the period ended 31 January 2009, ARYZTA had pro forma net debt of €625.5m; this represented a conservative Net Debt: EBITDA ratio of 2.32 times (based on covenant definition).
 
 
ARYZTA’s banking facilities (excluding Origin, which is separately financed) are as follows:
 
 
Description
 
Revolving Credit
 
Private Placement
 
 
 
Principal
€795m
$450m
Maturity
2013
2014, 2017 and 2019
Net debt: EBITDA covenant
3.5 times
3.5 times
 
The current banking crisis and severe curtailment of credit poses risks for all businesses including ARYZTA in terms of cash and collectables. ARYZTA’s main focus is on cash and collectables to ensure the business is not materially impacted by bad debts. This has been managed successfully to date. ARYZTA will continue to be vigilant and focused on the area of cash and collectables.
 
 
11. Assets, Goodwill & Intangibles

 
Food Group balance sheet
 
Food Group as
at 31 January
 2009
Proforma Food
Group as at 31
January 2008
 
€’000
€’000
Property, plant & equipment       
588,360
493,163
Investment properties
3,829
3,241
Goodwill and intangible assets
(net of deferred tax)
1,233,565
1,209,092
Associates
56,691
62,345
Working capital
13,153
19,424
Net debt
(625,478)
(556,079)
Other net liabilities
(121,491)
(175,947)
Net assets
1,148,629
1,055,239
 
The growth in the Food Group’s fixed asset base reflects its continued strategic investment in its manufacturing operations, in particular the full commissioning of its Grangecastle facility during the period. These strategic investments have been timely in providing the Group with adaptability in the current changing macro environment.
 
The merger with Hiestand has added goodwill of €336.6m and intangibles of €253.2m reflecting the strong value in the brands, customer base and workforce of Hiestand as well as the value of synergies to be obtained by ARYZTA.
 
These newly recognised goodwill and intangibles, together with those created out of the more recent acquisitions being Otis Spunkmeyer and Coup de Pates, reflect the strength of value contained within ARYZTA’s businesses. This strength contributes and supports the resilient underlying revenue and operating profit growth in these more challenging economic times.
 
12. Primary Listing in Zurich
 
In support of clarity in its regulatory regime, the Company is changing the status of the listing of its registered shares (ISIN number CH0043238366) on the Irish Stock Exchange (ISE) from primary to secondary, effective March 10, 2009.  Going forward, the sole primary listing of ARYZTA shares will be on the SIX Swiss Exchange.  The secondary listing on the Irish Stock Exchange allows for continued trading in Dublin as before and ARYZTA continues to be included in the ISEQ Index.
 
13. Swiss Corporate Governance
 
ARYZTA operates from Zurich where it’s corporate, legal and group finance functions are located.  It is in the process of implementing Swiss Internal Control System (ICS), as required by Swiss regulations. This project is on plan and progressing well as a result of the strong control environment within ARYZTA.
 
14. Trading platform in Dublin
 
ARYZTA plans to arrange the replacement of the paper based settlement system currently applying to trades between the Swiss and Irish markets with an electronic system.  
 
15.  Origin Enterprises plc
 
Origin Enterprises plc (“Origin”) has reported an excellent first half performance, recording a 34.6% increase in operating profit to €27.2 million, reflecting the benefits from significant strategic development since its IPO in 2007. Origin is now well positioned to deliver long term sustainable earnings growth.
 
The highlight of the period has been the performance of Masstock’s fully serviced agronomy business across the United Kingdom and Poland, acquired by Origin in February 2008.  Masstock’s proactive development of crop management programmes underpinned by fundamental research applied to current growing conditions tangibly demonstrates to customers that investment remains the key to securing yield and improved profitability.  Masstock’s customer relationships ensure that the business maintains its core influence in on-farm decision making and product specification.
 
The recently completed agreement between Austevoll Seafoods ASA to combine their respective Irish, UK and Norwegian fishmeal and fish oil operations, represents a major realignment of the fishmeal and fish oil industry and furthers the strategic development of Origin.  This strategic consolidation initiative will enhance the position of the combined business in the globally traded marine proteins and oils sector.  Benefits will include improved raw material landing and conversion efficiencies, a world class product offering supported by superior customer logistics together with the optimisation of North Atlantic production capacity. 
 
Notwithstanding the current economic environment and its associated risks, the business is well positioned, for the seasonally more important second half of the year and Origin remains on target to deliver growth for the full year.
 
Origin has separately published, today, its interim results for the same period.  These results are available at www.originenterprises.com .
 
 
Forward looking statement
 
This report contains forward looking statements which reflect management’s current views and estimates. The forward looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those contained in the forward looking statements. Potential risks and uncertainties include such factors as general economic conditions, foreign exchange fluctuations, competitive product and pricing pressures and regulatory developments.
 
NOTES
The bakery market data contained in this document are ARYZTA estimates based on ARYZTA market intelligence, GIRA 2006 and Euromonitor 2007.