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PinguinLutosa NV Small caps conference 30/11/2010. Disclosure.
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PinguinLutosa NV Small caps conference 30/11/2010
Disclosure The information contained herein shall not constitute or form any part of any offer or invitation to subscribe for, underwrite or otherwise acquire, or any solicitation of any offer to purchase or subscribe for, securities including in the United States, Australia, Canada of Japan. The information contained herein is not for publication or distribution into the United States, Australia, Canada or Japan. Neither this announcement nor any copy of it may be taken or distributed or published, directly or indirectly, in the United States, Australia, Canada or Japan. The material set forth herein is for informational purposes only and is not intended, and should not be construed, as an offer of securities for sale into United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or an exemption from registration. The securities of the company described herein have not been and will not be so registered. There will be no public offer of securities in the United States, Australia, Canada or Japan.
Agenda • Who we are? • Operational update ecialist • Financial update • Cecab (D’aucy Frozen Foods) • Q & A
Who we are? Herwig Dejonghe, CEO
Whowe are? • Specialised in the development, production and sales of: • Frozen products • Vegetables • Fries & potato specialities • Ready-to-use culinary preparations (ready meals) • Pre-fried chilled chips(BBD 21 days) & pasteurised potatoes • Dehydrated potato flakes 5
United Kingdom Pinguin Foods UK, King’s Lynn Pinguin Foods UK, Bourne Pinguin Foods UK, Boston Belgium PinguinLutosa NV, Westrozebeke Pinguin Langemark NV, Langemark PinguinLutosa Foods SA, Leuze-en-Hainaut Vanelo NV, Sint-Eloois-Vijve France Pinguin Aquitaine SAS, Bordeaux Organisation • 1724 staff members • 8 production sites in Europe • 15 sales offices worldwilde Vegetables Potatoes 6
Strategy • 3 basics Operational excellence Quality assurance Sustainable development • 5 key-objectives Customer-staff-supplier satisfaction Innovation Internationalisation Profitable growth Brand awareness 7
Operational update Herwig Dejonghe, CEO
Growing conditions and crops UK & Belgium: • Long winter, cold spring caused late start of the early crops of peas, cauliflower and potatoes. • Extremely hot start of summer at the end of June and first half of July gives a short pea season and stops early potatoes growing. • Fresh but rather dry weather from half July to end of August brings good growing conditions for the bean crop but too late for root crops like carrots and potatoes, which will result in smaller products and as such lower yields per acre. From the start of September to the first week of October the weather was cool and wet. The combination of first too dry and then too wet was also a disaster for the second crop of spinach . For potatoes it causes even secondary growth for the autumn crop which increases the risk on glassy potatoes. • After some dry weather from the second week of October which was good to harvest, excessive rainfall at the end of October and first half of November caused big problems to harvest and increases risk of rotting potatoes. France: • Excellent growing conditions for sweet corn, beans and carrots.
Market conditions: vegetables • Reduction of planned acreage for 2010 with 5 % all over Europe to correct for the good crops of the last years and the high stocks. • Good sales because of cold and long winter reduces stocks to healthy levels at the start of the new season in July. • Contract negotiations running from May to end of September in difficult conditions, leading to high price pressure from customers. Biggest pressure in France and in UK. The market goes for price drops of about 8%, we succeed to limit the decrease to 4% in those countries. In other markets we maintain old seasons price level by strong resistance and product mix optimisation. • Problematic crops in East-Europe (Poland and Hungary) due to extreme rainfall cause shortages for sweet corn, cauliflower and onions.
Market conditions: potatoes • From end of April 2010 prices of old crop potatoes increase from 75 euro/ton to 95 euro/ton. • The late crop of early potatoes causes price increases up to 200 euro/ton and low availability. Hope is then that prices will drop to 100 euro/ton for the autumm crop but due to smaller potatoes prices remain high on 130 euro/ton. • The problematic harvest circumstances continue to put pressure on availability and prices remain high in October and November. • Bad crops in Russia and Eastern Europe increases demand for fresh potatoes. • Competitors open contract negotiations in August with too low prices as they are hoping for lower prices from autumm crop. We resist and even show the way for higher prices as we see the same scenario as the 2006 crop situation. • Today competitors are going for higher prices forced by reality. • Demand for deep-frozen potato products remains very high in Europe and even more overseas.
Financial update Steven D’haene, CFO
Sales Vegetables Sept YTD ‘09 vs ‘10 +1,63% - 2.58% +4,40% +4,40%
Sales potato: Sept YTD ‘09 vs ‘10 +1,63% - 2.58% +4,40% +4,40%
Sales by country (volume) 2008/2009 Vegetable division Consolidated sales Potato division
Explanation of results 2010 Vegetable Division • REBITDA June ‘10 vs ‘09: - 6,3 mio EUR • Increase in sales volume and higher operational efficiency in the Belgium site could not compensated the lower sales margin. • Weighted sales price decrease in Belgium (-6,7%) • Less production • Operational figures: • Sales volume: 134.044 tonnes (+5,1%) • Production volume “DF”: 42.411 tonnes (-28,8%) • Stock volume: 100.900 tonnes (+2,18%)
Margin mechanics • Last year sales price reduction varies from 5-15% for period September 2009 till August 2010. • Sales for the first half year of 2010 are delivered on purchases from last season (June 2009-December 2009) at flat prices : Margin Drop since September 2009 till June 2010. • Raw materials price reduction for vegetables is only for “production” season starting May/June 2010 till December2010. Previously announced minus 9 % on average. • If sales prices for the new “Sales” season (September 2010 till August 2011) are flat : Margin increase as from August 2010.
Explanation of results 2010 Vegetable Division • Delayed start-up and problems with PLE (Wisbech) results in higher personnel costs than budgeted in UK. • Packaging in Boston-site (UK had to be restarted during the first half year of 2010. After closing and centralizing in Q4 2009. • No restructuring in France but subcontracting for Belgian & UK production • Substantial increase in Convenience activities (Belgium & UK) but not linear from January onwards
Explanation of results 2010 Potato Division • REBITDA June ‘10 vs ‘09: - 2,9 mio EUR • Higher sales and production volume could not compensate the lower sales margin • Higher net cost price of the fresh potatoes, due to the bad potato coefficient and the higher prices of the raw material in Q2 • Higher cost prices in combination with lower sales prices => Pressure on margins • Operational figures: • Sales volume: 188.852 tonnes (+17,52%) • Production volume: 186.469 tonnes (+12,83%) • Stock volume (FP): 45.658 tonnes (-7,88%)
Taxes • Deferred tax assets: • For the difference in treatment between BEgaap and IFRS • Set-up deferred tax asset in the UK due to negative result (timing)
CAPEX evolutie * Excluding acquisitions through business combinations / brandname / customer portfolio potato division
Working Capital Inventory Trade receivables Of which Lutosa : 22.070 Of which Lutosa: 34.418 Trade payables Of which Lutosa: 42.956
Shareholder structure:Stable and strong shareholders’ base Shareholder structure on a fully diluted basis after private placement and rights issue Food Invest Int. NV* Tosalu NV* (88,3%) (11,6%) 2D NV Dejonghe Family Deprez Holding Korfima nv (60,62%) (10,57%) (17,82%) (10,99%) STAK Pinguin (46,25%) *Note: Food Invest International NV is ultimately controlled by the Hein Deprez family, Tosalu is controlled by the family of the late Luc Desimpel, Korfima is controlled by Christian Dumolin
Constitution of net financial debt Constitution of financial debts in kEUR Financial debts – cash = NFD (in kEUR)
Cecab (D2f) Herwig Dejonghe, CEO
Cecab (d2f): in short 7 Sites 734 FTE Turnover : 140 M€
Cecab (d2f) – A focused vegetable specialist CECAB has become one of the leading European vegetable processors with a well diversified portfolio and broad geographic coverage Basic Vegetables: Green beans 19,4% Peas: 11,2 % Carrots 11,5 Cauliflower 12,1%Sweetcorn, oignons, spinach,brocolli , courgettes, others UK Germany 10% 7 % 95,2% France Other EU Product portfolio Geographic portfolio 57% 18% Fruits: Outside EU 4,8% 9% Customer portfolio Turnover 2009 150 kton EUR 140m 44% 25% 29% Retail: private label / home brand Food industry: Food service:
Transaction Overview As of May 1 2011, PinguinLutosa takes over operational lead, including the personnel, for the deep-frozen vegetable activities of Cecab. This includes the 7 sites and 2 sales offices: - France : Moréac, Comines - Poland : Elk, Lipno, Adamóv,Dambrova - Hungary : Baja - Sales offices in Brazil and France PinguinLutosa takes participations for an amount of € 5.720k in the existing companies and will create newco’s in France, Poland and Hungary to operate. Cecab has promised to capitalise the reserves of the companies or to review the acquisition price downwards should the equity values be below € 5.720k. Cecab will finance the working capital for the 7 production plants. Cecab will finance the investments in the operated sites. PinguinLutosa’s newco’s will rent the sites, the machinery and the equipment . PinguinLutosa agrees to an earn-out system for a maximum value of 6 million euro.
PinguinLutosa – Cecab (d2f): A snapshot The acquisition of Cecab represents a major step forward for PinguinLutosa (vegetable division), extending its product range and market presence. • D2F-strengths in sourcing, agronomy, marketing, technology, R&D and its strong presence in certain regions will strengthen PinguinLutosa’s own organisation • PinguinLutosa specializes in fresh frozen vegetables, vegetable products and ready meals • 8 production sites across Belgium (4), UK (3) and France (1) • Customers in the foodservice, food retail and food industry • Sales 09 : € 431m - 593k tonnes • FTE: 1.721 • Cecab specializes in fresh frozen vegetables, vegetable products and fruits • 7 production units in Europe • Strong presence in France & Poland • Customers in the food service, food retail and food industry • Sales 09 : € 139m - 150k tonnes • FTE : 734
Combination PinguinLutosa/Cecab (d2f):makes perfect sense • Geographic spread: PinguinLutosa has a better position in the British and German markets who are vital for the Polish and Hungarian operations. Poland and Hungary will be the gateway for the further development of the existing and new product range of PinguinLutosa. • In France, the principal region and activity center of D2F, PinguinLutosa’s presence is rather weak. • Close cooperation possible in Spain, Brazil and Italy. • Combination creates a more complete product offering and improves one-stop shopping with customers. • Cross-selling opportunities will be exploited through leverage of commercial network. Sales • Better sourcing & closer cooperation with farmers. • Increased purchasing power for other raw materials & services. • Exchange of know-how and best-practice (production, technology, logistics & warehousing and agronomy). Purchase and Production
Combination PinguinLutosa/Cecab(d2f) makes perfect sense Product range • The product range of PinguinLutosa is bigger including aromatic herbs and ready meals and potatoes whereas D2F has the know-how and the technology of « légumes cuits » and fruits. • Economies of scale. • Dedicated production. • Optimized capacity and investments. • Spread of climatological risks over best production regions. This will enhance our customer service to our industry customers which want security and stability. • PinguinLutosa is considered to be high class in production & efficiency whereas Cecab is considered to be top class in agronomy. Optimisation of production and logistics
Key investments: highlights • 2 leading players in deep-frozen vegetables join forces. • Attractive market outlook. • Experienced management team. • PinguinLutosa and d’Aucy frozen vegetable customer portfolios are extremely complementary, only 2% is equal. • We get a top 3 position in the French deep-frozen vegetable market. • The presence of processing facilities in Eastern Europe opens new markets. • The support of Cecab as a partner is a unique strength for our working capital needs and further investments in these countries. • As Cecab was not used to manage Business Units outside France, the quick wins are present and the potential for better results on medium are high. • The timing of the deal as to start at 1st of may 2011 is perfect as we are at the start of a new production season.
Outlook Markets Herwig Dejonghe, CEO
Outlook markets • Outlook potato markets: • Potato markets (raw material) are definitely short and prices will continue to increase. We were aware of this risk and have mainly short-term price agreements with customers so we can adjust our sales prices for higher costs of raw material. • Consumer demand will remain high. • Outlook vegetable markets: • Stocks of most frozen vegetables are reducing and expect to hit historical low levels by end of June 2011. • Competitors in Germany, Poland and Spain get in to problems because of bad results due to the low market price level and may stop deliveries to customers. • High wheat prices since August put pressure on negotiations for the new season 2011 to increase prices for comparable crops like peas. Increase of 10 to 15% expected for peas and 25% for sweet corn. • Consumer demand expected to be high due to low availability of fresh vegetables in retail.
New Corporate Website www.pinguinlutosa.com