TIDMOGN

RNS Number : 9269B

Origin Enterprises Plc

26 September 2018

Origin Enterprises plc

PRELIMINARY RESULTS STATEMENT

Origin delivers resilient trading performance in challenging year

Adjusted diluted EPS up 4.7% to 48.80 cent

26 September 2018

Origin Enterprises plc ('Origin' or 'the Group'), the Agri-Services group, today announces its full year results for the year ended 31 July 2018.

Highlights

-- Adjusted diluted earnings per share up 4.7% to 48.80 cent, ahead of guidance, and up 7.6% on a constant currency basis

-- Operating profit of EUR71.2 million, an increase of 1.7% and up 4.6% on a constant currency basis

-- Acquisitions contributed 5.0% to sales growth and 3.6% to operating profit growth in the year on a constant currency basis

-- Reported net profit of EUR56.8 million, an increase of 24.5% primarily due to a significant reduction of exceptional items

   --    Group operating margin of 4.4%, a decrease of 20 basis points 
   --    Strong free cash flow generation of EUR56.6 million (2017: EUR32.5 million) 

-- Expansion into Latin America through agreement to acquire interests in two Brazil based agri-service businesses, Fortgreen and Ferrari Zagatto

   --    Announcing today the appointment of Declan Giblin as CEO, Latin American Division 
   --    Proposed final dividend of 17.85 cent, giving a total dividend of 21.0 cent (2017: 21.0 cent) 

Results Summary

 
                                                                            Constant 
                                         2018        2017         Change    Currency 
                                      EUR'000     EUR'000              %           % 
 
 Group revenue                      1,627,533   1,528,468           6.5%        9.0% 
 
 Operating profit(1)                   71,190      70,009           1.7%        4.6% 
 Associates and joint venture(2)        7,221       4,366          65.4%       70.0% 
 Total group operating profit(1)       78,411      74,375           5.4%        8.4% 
 
 Finance expense, net                 (8,082)     (6,914)        (16.9%)     (21.7%) 
 Profit before tax(1)                  70,329      67,461           4.3%        7.0% 
 Basic EPS (cent)                       45.22       36.33          24.5%       28.0% 
 Adjusted diluted EPS (cent)(3)         48.80       46.62           4.7%        7.6% 
 Return on capital employed             13.5%       13.7%        (20bps) 
 Group net debt(4)                   (38,356)    (31,450)        (22.0%) 
 Operating margin(1)                     4.4%        4.6%        (20bps) 
 Free cash flow                        56,562      32,472          74.2% 
 Dividend per ordinary share 
  (cent)                                21.00       21.00              - 
 
   (1)            Before amortisation of non-ERP intangible assets and exceptional items 

(2) Profit after interest and tax before amortisation of non-ERP intangible assets and before exceptional items

(3) Before amortisation of non-ERP intangible assets, net of related deferred tax (2018: EUR4.9m, 2017: EUR3.9m) and exceptional items, net of tax (2018: EURNil, 2017: EUR9.3m)

   (4)            Including restricted cash of EUR0.5m (2017: EURNil) 

Commenting on the results, Origin's Chief Executive Officer, Tom O'Mahony said:

"Origin achieved a very satisfactory full year result, ahead of guidance, recording a 4.7% increase in adjusted diluted earnings per share and generating EUR56.6 million in free cash flow. The business performed robustly while supporting our customers manage the operational demands of a highly challenging growing season in 2018.

It has been a significant year in terms of strategic developments including our entry into the Latin American market. The agreement to acquire Fortgreen and Ferrari Zagatto in Brazil provides tangible growth opportunity in markets that address the Group's requirements for further geographical diversification and seasonality balance.

We have seen steadily improving sentiment on-farm over recent months which may be challenged in the UK by the uncertain nature of Brexit and its timing. The Group is well positioned to capitalise on its scalable and diversified business platforms, development opportunities and strong cash generation."

S

The preliminary results statement is available on the company website www.originenterprises.com. There will be a live conference call at 8.30am (UK/Ireland time) today. To listen to this conference call, please dial the number below. Participants are requested to dial in 5 to 10 minutes prior to the scheduled start time.

 
 Confirmation Code:               6403607 
 
 Participant access number: 
 
 Dublin:                          Tel: +353 (0)1 246 5621 
 UK/International:                Tel: +44 (0)330 336 9411 
 
 Replay: 
 
 A replay of this call will be 
  available for seven days. 
 Replay Access Code:              6403607 
 
 Replay Access Numbers: 
 
 Dublin:                          Tel: +353 (0)1 533 9810 
 UK/International:                Tel: +44 (0)207 660 0134 
 

Enquiries

 
 Origin Enterprises plc 
 Sean Coyle 
                                                  +353 (0)1 563 
 Chief Financial Officer                Tel:       4959 
 
 Brendan Corcoran 
 Head of Investor Relations 
  and                                               +353 (0)1 563 
  Group Planning                          Tel:      4900 
 
            Goodbody (ESM Adviser) 
                                                  +353 (0)1 641 
            Siobhan Wall                Tel:       6019 
 
            Davy (Nominated Adviser) 
                                                  +353 (0)1 614 
            Anthony Farrell             Tel:       9993 
 
 Numis Securities (Stockbroker) 
                                                  +44 (0)20 7260 
            Stuart Skinner              Tel:       1314 
 
 Powerscourt (Financial PR Advisers) 
 Jack Hickey / Eavan Gannon                       +353 (0)83 448 
  (Ireland)                             Tel:       8339 
 Rob Greening / Jana Tsiligiannis                 +44 (0)207 250 
  (UK)                                  Tel:       1446 
 

About Origin Enterprises plc

Origin Enterprises plc is a focused Agri-Services group providing specialist On-Farm Agronomy Services, Digital Agricultural Services and the supply of crop technologies and inputs. The Group has leading market positions in Ireland, the United Kingdom, Belgium, Brazil, Poland, Romania and Ukraine. Origin is listed on the ESM and AIM markets of the Irish and London Stock Exchanges.

 
 ESM ticker symbol:   OIZ 
 AIM ticker symbol    OGN 
 Website:             www.originenterprises.com 
 

Financial Review - Summary

 
                                                2018        2017 
                                             EUR'000     EUR'000 
 
 Group revenue                             1,627,533   1,528,468 
 Operating profit(1)                          71,190      70,009 
 Associates and joint venture, net(2)          7,221       4,366 
 Group operating profit(1)                    78,411      74,375 
 Finance costs, net                          (8,082)     (6,914) 
 Profit before tax(1)                         70,329      67,461 
 Income tax                                  (8,668)     (8,636) 
 Adjusted net profit                          61,661      58,825 
 
 Adjusted net profit reconciliation 
 
 Reported net profit                          56,785      45,620 
 Amortisation of non-ERP intangible 
  assets                                       5,655       4,837 
 Tax on amortisation of non-ERP related 
  intangible assets                            (768)       (934) 
 Exceptional items (net of tax)                 (11)       9,302 
 Adjusted net profit                          61,661      58,825 
 
 Adjusted diluted EPS (cent)(3)               48.80c      46.62c 
 Operating margin(1)                            4.4%        4.6% 
  Return on capital employed                   13.5%       13.7% 
 Free cash flow (EUR'm)                     EUR56.6m    EUR32.5m 
 
 

Origin delivered a 4.7% increase in adjusted diluted earnings per share(3) for the year ending 31 July 2018 to 48.80 cent. On a constant currency basis, there was a 7.6% increase in adjusted diluted earnings per share.

Group revenue

Group revenue comprises the totality of revenue from the Group's wholly owned operations which are based in Ireland, the United Kingdom, Belgium, Poland, Romania and Ukraine. These businesses provide Integrated Agronomy and On-Farm Services, Business-to-Business Agri-Inputs and Digital Agricultural Services.

Group revenue increased to EUR1,627.5 million from EUR1,528.5 million in the prior year, an increase of 6.5%. On a constant currency basis, revenue increased by EUR137.5m (9.0%) primarily reflecting an increase in fertiliser and feed volumes and fertiliser prices.

Underlying volume growth in agronomy services and crop inputs (excluding crop marketing volumes) was 2.7% for the year.

Operating profit(1)

Operating profit(1) amounted to EUR71.2 million compared to EUR70.0 million in the previous year, an increase of 1.7%. On a constant currency basis, operating profit(1) increased by EUR3.2 million (4.6%). This was driven by increased fertiliser and feed volumes being partially offset by a reduction in agronomy service volumes in the period. The Group operating margin decreased from 4.6% to 4.4% principally due to higher fertiliser prices in the year.

Associates and joint venture(2)

Origin's share of the profit after interest and taxation from associates and joint venture amounted to EUR7.2 million in the period (2017: EUR4.4m). The improved performance in the period was principally supported by higher feed volumes.

Finance costs and net debt

Net finance costs amounted to EUR8.1 million, an increase of EUR1.2 million (16.9%) on the prior year level. The finance cost was primarily driven by gross debt balances with cash yields negligible in the current environment. Average net debt amounted to EUR226.0 million compared to EUR217.0 million last year. Actual net debt at 31 July 2018 was EUR38.4 million(4) compared to net debt of EUR31.5 million(4) at the end of the previous year.

Origin's financial position remains strong. At year end the Group had unsecured committed banking facilities of EUR430 million (2017: EUR430 million), of which EUR30 million will expire in August 2021 and EUR400m million will expire in May 2022.

At year end the Group's key banking covenants were as follows:

 
                              Banking     2018     2017 
                             Covenant    Times    Times 
 
 
                              Maximum 
 Net debt to EBITDA               3.5     0.54     0.49 
 
                              Minimum 
 EBITDA to net interest           3.0     9.81    11.45 
 
 

Working capital

For the year ended 31 July 2018, there was working capital inflow of EUR0.7 million. Investment in working capital remains a key area of focus for the Group given the associated funding costs. The year end represents the low point in the working capital cycle for the Group reflecting the seasonality of the business.

Adjusted diluted earnings per share ('EPS')(3)

EPS(3) amounted to 48.80 cent per share, an increase of 4.7% from 2017. This movement was driven by an increase in like-for-like underlying profits of 5.7%, along with the positive impact of acquisitions of 1.9%, partly offset by a 2.9% reduction as a result of foreign currency translation.

Free cash flow

 
                     2018     2017 
                    EUR'm    EUR'm 
 Free cash flow      56.6     32.5 
 

The Group generated free cash flow in the year of EUR56.6 million (2017: EUR32.5 million). Free cash flow is an important metric as it indicates the amount of internally generated capital that is available for re-investment in the business or for distribution to shareholders.

Free cash flow means the total of earnings before interest, tax, depreciation, amortisation of non-ERP related intangible assets and exceptional items of wholly owned businesses ('EBITDA') adjusted to take account of interest, tax, routine capital expenditure, working capital cash flows and dividends received.

Return on capital employed

 
                                2018    2017 
 Return on capital employed    13.5%   13.7% 
 

Return on capital employed is a key performance indicator for the Group and represents Group earnings before interest, tax and amortisation of non-ERP related intangible assets from continuing operations ('EBITA') taken as a percentage of the Group Net Assets. For the purposes of this calculation:

(i) EBITA includes the net profit contribution from associates and joint venture (after interest and tax) and excludes the impact of exceptional and non-recurring items.

(ii) Group Net Assets means total assets less total liabilities as shown in the annual report excluding net debt, derivative financial instruments, put option liabilities, accumulated amortisation of non-ERP related intangible assets and taxation related balances. Net Assets are also adjusted to reflect the average level of acquisition investment spend and the average level of working capital for the accounting period.

Exceptional items

Exceptional items net of tax amounted to EURNil in the year. These principally relate to acquisition, disposal and restructuring costs and a fair value adjustment on the Group's investment properties. Exceptional items are summarised in the table below:

 
                                                     2018     2017 
                                                    EUR'm    EUR'm 
 
 Transaction, other related costs and put 
  option, net                                         2.3    (0.6) 
 Rationalisation costs, net                           0.7      8.3 
 Gain on disposal of chemical business,             (1.5)        - 
  net 
 Fair value adjustment on investment properties     (1.5)        - 
 Organisational redesign costs                          -      1.6 
 Total exceptional items, net of tax                    -      9.3 
 
 

Reporting segments

Following the changes made to our reporting segments in the prior year, and in recognition of the agreement to acquire Fortgreen and Ferrari Zagatto in Brazil, going forward the Group will have three separate reporting segments as set out below.

Ireland and the United Kingdom

This segment includes the Group's wholly owned Irish and UK based Business-to-Business Agri-Input operations, Integrated Agronomy and On-Farm Service operations and Digital Agricultural Services business. In addition, this segment includes the Group's associates and joint venture undertakings.

Continental Europe

This segment includes the Group's operations in Belgium, Poland, Romania and Ukraine.

Latin America

This segment includes the Group's operations in Latin America including Fortgreen, the Brazil based crop nutrition and speciality inputs business acquired subsequent to the year end.

Dividend

The Board recommends a final dividend of 17.85 cent per ordinary share which, when combined with the interim dividend of 3.15 cent per ordinary share, brings the total dividend for the year to 21.0 cent per ordinary share (2017: 21.0 cent). Subject to shareholder approval at the Annual General Meeting, this final dividend will be paid on 14 December 2018 to shareholders on the register on 30 November 2018.

Investor relations

The Group continues to focus on effective communications with shareholders. Contact with institutional shareholders is the responsibility of the executive management team including the Chief Executive Officer, Chief Financial Officer, Group Finance Director and Head of Investor Relations. During the year there were 170 meetings / conference calls with institutional investors across seven financial centres.

Brendan Corcoran was appointed as Head of Investor Relations and Group Planning during the year and joined the Group in September 2018.

Brexit

The UK's exit from the European Union continues to be an area of focus for the Group. Regular updates on the potential impacts of Brexit on Origin have been presented to the Board on a range of areas including the implications for UK domestic agricultural policy, regulation and the future trading relationship between the UK and the European Union.

Given the Group's well-diversified business in the UK, Continental Europe and Latin America, it is able to maintain a flexible approach to dealing with the potential challenges that will arise following Brexit. We believe that we are well prepared for any short-term logistical disruption that may result from a no-deal Brexit. The Board and senior management will continue to closely monitor Brexit negotiations and adjust the Group's strategic and operational plans as necessary.

Annual General Meeting (AGM)

The AGM will be held on 23 November 2018 at 11.00 a.m. in the Merrion Hotel, Upper Merrion Street, Dublin 2.

   (1)               Before amortisation of non-ERP intangible assets and exceptional items 

(2) Profit after interest and tax before amortisation of non-ERP intangible assets and before exceptional items

(3) Before amortisation of non-ERP intangible assets, net of related deferred tax (2018: EUR4.9m, 2017: EUR3.9m) and exceptional items, net of tax (2018: EURNil, 2017: EUR9.3m)

   (4)                Including restricted cash of EUR0.5m (2017: EURNil) 

Review of Operations

Group Overview

 
                                                                       Change of prior year 
                                                                                                      Constant 
                                                                                                   Currency(4) 
                                                                                                             % 
                                              2018      2017    Change            Underlying(3) 
                                              EURm      EURm         %                        % 
-----------------------------------  -------------  --------  --------  -----------------------  ------------- 
 
 Revenue                                   1,627.5   1,528.5      6.5%                     4.0%           9.0% 
 Operating profit(1)                          71.2      70.0      1.7%                     1.0%           4.6% 
 Operating margin(1)                          4.4%      4.6%   (20bps)                  (20bps)        (20bps) 
 
 Adjusted diluted EPS 
  (cent)(2)                                  48.80     46.62      4.7%                     5.7%           7.6% 
 
  (1) Before amortisation of non-ERP intangible assets and exceptional 
   items 
 (2) Before amortisation of non-ERP intangible assets, net 
  of related deferred tax (2018: EUR4.9m, 2017: EUR3.9m) and 
  exceptional items, net of tax (2018: EURNil, 2017: EUR9.3m) 
 (3) Excluding currency movements and the impact of acquisitions 
  (4) Excluding currency movements 
-------------------------------------------------------------------------------------------------------------- 
 
 

Origin has delivered a strong operational performance in 2018 with growth in Group revenue, operating profit and adjusted fully diluted earnings per share of 9.0%, 4.6% and 7.6% respectively on a constant currency basis. Operating margin decreased by 20 basis points to 4.4%. The overall performance benefited from the contribution of acquisitions in the year, delivering a 5.0% increase in revenue.

Ireland and the United Kingdom

 
                                                                       Change on prior year 
                                             2018       2017                 Change   Underlying(3) 
                                             EURm       EURm                      %               % 
----------------------------------  -------------  ---------  ---------------------  -------------- 
 
 Revenue                                  1,038.1      955.0                   8.7%            6.1% 
 Operating profit(1)                         54.8       53.4                   2.5%            1.4% 
 Operating margin(1)                         5.3%       5.6%                (30bps)         (30bps) 
 
 Associates and joint 
  venture(2)                                  7.2        4.4                  65.4%           70.0% 
 
    (1) Before amortisation of non-ERP intangible assets 
    and exceptional items 
    (2) Profit after interest and tax before amortisation 
    of non-ERP intangible assets and before exceptional 
    items 
    (3) Excluding currency movements and the impact of acquisitions 
-----------------------------------------------------------------------------------  -------------- 
 
 

Ireland and the UK delivered a satisfactory performance, recording a 6.1% increase in underlying revenue and a 1.4% increase in underlying operating profit against a backdrop of a very challenging growing season for primary producers. Underlying volume growth in agronomy services and inputs was 2.1% reflecting increased fertiliser and feed volumes. Operating margin decreased by 30 basis points to 5.3% due to higher fertiliser prices in the year offset by an improved portfolio mix.

Integrated Agronomy and On-Farm Services

Integrated Agronomy and On-Farm Services performed in line with last year with improved sales margins offset by lower agronomy service revenues and crop protection volumes. Crop drillings and input application were significantly curtailed in early spring as a result of unseasonably cold weather. A return to more settled weather conditions in the fourth quarter facilitated robust catch up activity levels on-farm, which resulted in a substantial recovery of shortfalls in third quarter volumes. There was a strong operational performance for the period as a whole with Origin's service orientated and customised agronomy model maintaining good momentum with new applications designed to maximise the economic potential of crops in a highly challenging growing season.

Improved farmer crop margins underpinned by the recent trend of higher output prices will help offset the impact of lower yield potential in 2018 resulting from the unseasonably dry conditions in the fourth quarter. The backdrop of more favourable farm sentiment is expected to positively influence growers crop planting intentions in 2019.

Digital Agricultural Services

Digital Agricultural Services performed well in the period with continued momentum in product adoption by both agronomists and primary producers.

The roll out of the Group's digital platform, Contour, advanced in the period, with further product enhancements set to be delivered throughout 2019. Contour is a digital information service for agronomists and farmers which incorporates an integrated suite of whole farm and field level monitoring tools. Contour brings farmers and agronomists closer together by providing highly functional and shared applications which enable data driven solutions to maximise the return for farmers. In addition to soil and crop health information and localised weather data, Contour provides a yield prediction capability that supports in season crop performance analysis to evaluate agronomic decisions.

Over 700,000 hectares have now been on-boarded onto the Contour platform, which provides a strong basis for further development in 2019.

Business-to-Business Agri-Inputs

Business-to-Business Agri-Inputs has performed strongly in the period, delivering good growth in operating profits principally supported by higher volumes of both fertiliser and feed ingredients.

Fertiliser

Fertiliser achieved higher volumes, revenues and profits in 2018 with performance underpinned by strong operational delivery as the business successfully met customers' demand requirements in a highly concentrated and delayed application window due to the challenging weather conditions experienced in the early part of the year. Fertiliser benefitted from incremental volume growth in the latter part of the season as farmers strived to replenish fodder stocks following the extended drought conditions during much of the late grass growing season.

Branded speciality nutrition continued to deliver strong growth through the development of differentiated and bespoke applications designed to be relevant to primary producers' crop specific and growing system requirements.

Bunn Fertiliser, acquired in August 2017, was successfully integrated into the UK and Group fertiliser platform in the year and has contributed positively to the performance of the enlarged business.

Amenity

Origin Amenity delivered a good performance across all sales channels in 2018 against lower volumes due to the impact of poor spring weather followed by unusually high temperatures. Performance benefitted from the positive contribution from acquisitions that were completed in 2016 and 2017 providing new and differentiated product and service offerings.

The integration of Linemark, the UK based leader in advanced sports and amenity-marking solutions, acquired in 2017, was successfully completed in the period.

Feed Ingredients

Feed Ingredients achieved an excellent performance in the period underpinned by strong volume growth and improved margins. Volume development largely reflected the combination of a more favourable demand backdrop for feed due to higher livestock numbers and lower availability of substitute farm produced fodder supply due to very poor grass growing conditions in the year.

The Group's animal feed manufacturing associate, John Thompson & Sons Limited, in which the Group has a 50% shareholding, delivered a very satisfactory performance in the period.

Continental Europe(1)

 
                                                                        Change on prior year 
                                             2018        2017                 Change   Underlying(3) 
                                             EURm        EURm                      %               % 
------------------------------------  -----------  ----------  ---------------------  -------------- 
 
 Revenue                                    431.0       397.3                   8.5%            5.4% 
 Operating profit(2)                         16.2        16.2                   0.6%            0.9% 
 Operating margin(2)                         3.8%        4.1%                (30bps)         (30bps) 
 
    (1) Excluding crop marketing. While crop marketing has a 
    significant impact on revenue, its impact on operating profit 
    is insignificant. For the year ending 31 July 2018 crop marketing 
    revenues and profits attributable to Continental Europe amounted 
    to EUR158.4 million and EUR0.2 million respectively (2017: 
    EUR176.2 million and EUR0.4 million respectively). An analysis 
    of revenues, profits and margins attributable to agronomy 
    services and inputs more accurately reflects the underlying 
    drivers of business performance. 
    (2) Before amortisation of non-ERP intangible assets and 
    exceptional items 
    (3) Excluding currency movements and the impact of acquisitions 
------------------------------------------------------------------------------------  -------------- 
 
 

Continental Europe achieved a satisfactory performance in line with last year. The result was set against highly challenging operating conditions experienced by primary producers in the period arising from extreme weather conditions, which led to a condensed spring growing season followed by sustained dry conditions impacting yield development over the summer period.

Underlying business volumes grew 4.0% in the period due to continued development of the Group's fertiliser and nutrition portfolios. Operating margins declined 30 basis points to 3.8% reflecting a combination of higher fertiliser prices and the impact of more condensed seasonality in the period.

Belgium

During the year, the Group completed the acquisition of Pillaert-Mekoson in Belgium, a new geography for the Group. Headquartered in Ghent, Pillaert-Mekoson is a leading provider of standard and prescription fertilisers in Belgium and surrounding geographies. The business, which enjoys a brand heritage of over 50 years, markets an extensive range of technically based nutrition applications and operates a strong business-to-business and retail customer franchise.

Pillaert-Mekoson was successfully integrated into the Group during the period and delivered a very satisfactory performance, with positive volume momentum achieved. This was driven by increased demand as a result of the impact of feed shortages during the year and the promotion of grass production.

Poland

Poland delivered an improved result in the period against lower business volumes with performance benefitting from a combination of a favourable sales mix and efficiency gains. Trading conditions were highly challenging as service and input applications were significantly curtailed during the spring period due to unseasonably cold weather, followed by drought conditions in large areas of Poland, which adversely impacted crop yield.

Value added agronomy applications continued to drive overall development in direct farm channels. The launch of 'Agrii Demo' was favourably received in the period and helped to underscore the importance of technically led and integrated crop management solutions and approaches in delivering superior results for farmers.

Romania

Romania achieved a good result in the period with solid growth achieved across the principal sales channels. Crop development over the course of the year was satisfactory other than the impact of some localised drought conditions on yield. Total plantings were in line with last year at 8.3 million hectares.

Nutrition portfolios continued to deliver strong growth in the period as the Group capitalises on the market opportunity from primary producers' demand for improved ranges and speciality applications.

Strong momentum was achieved in relation to digital adoption in the period. Over 150,000 hectares were on-boarded onto the Group's Contour platform during the year, which provides an excellent foundation for further development in 2019.

Ukraine

Ukraine recorded lower profits and margins in the period as currency volatility and input price inflation drove heightened competition. Although adverse weather conditions resulted in a delayed season and a reduction in the underlying level of volume application, total cropping remained in line with last year at approximately 22.4 million hectares.

Good progress was achieved in the development of speciality crop technology packages, which delivered solid growth in the period.

The business continues to successfully drive market share gain supported by a targeted expansion of the agronomy sales and distribution footprint.

Acquisitions

Origin announced in June that it had reached an agreement to acquire a 65% interest in the Brazilian business, Fortgreen Commercial Agricola Ltda. ('Fortgreen'). As part of this transaction, Origin has also agreed to acquire a 20% shareholding in the Brazilian business, Ferrari Zagatto E Cia. Ltda. ('Ferrari Zagatto').

Fortgreen, which is headquartered in Paraná State in southern Brazil, and was founded in 2004, is focused on the development of value added crop nutrition and speciality inputs. Ferrari Zagatto, founded in 1988, and also headquartered in Paraná, is one of the leading providers of agronomy services, crop inputs and crop marketing support to grain and speciality crop growers in Paraná.

In August 2018, Origin announced the completion of the acquisition of the 65% interest in Fortgreen following the satisfaction of the conditions of the transaction.

Management changes

Origin separately announces today that Declan Giblin, Executive Director, with responsibility for Corporate Development, has been appointed Chief Executive Officer for the Group's Latin American Division effective 1 October 2018. The appointment follows the completion of the acquisition of the Brazilian based speciality nutrition and crop inputs business, Fortgreen, on 14 August 2018 and the agreement to acquire a 20% shareholding in Ferrari Zagatto in Brazil.

Declan will remain an Executive Director of Origin and will continue to retain responsibility for corporate development in Latin America.

The appointment of a Head of Corporate Development for Europe will be made in due course.

Also during the year, the Group announced the appointment of Sean Coyle as Chief Financial Officer. Sean joined Origin on 1 September 2018 and will be appointed as a Director of the Company with effect from 1 October 2018.

Outlook

We have seen steadily improving sentiment on-farm over recent months which may be challenged in the UK by the uncertain nature of Brexit and its timing. The Group is well positioned to capitalise on its scalable and diversified business platforms, development opportunities and strong cash generation.

S

Origin Enterprises plc

Consolidated Statement of Comprehensive Income

For the financial year ended 31 July 2018

 
                                    Pre-                                      Pre- 
                             exceptional   Exceptional         Total   exceptional   Exceptional         Total 
                                    2018          2018          2018          2017          2017          2017 
                                 EUR'000       EUR'000       EUR'000       EUR'000       EUR'000       EUR'000 
                     Notes                    (Note 3)                                  (Note 3) 
 
 
 Revenue               2       1,627,533             -     1,627,533     1,528,468             -     1,528,468 
 Cost of sales               (1,389,926)             -   (1,389,926)   (1,297,009)             -   (1,297,009) 
 
 
 Gross profit                    237,607             -       237,607       231,459             -       231,459 
 
 Operating costs               (172,072)           663     (171,409)     (166,287)      (12,524)     (178,811) 
 Share of profit 
  of associates 
  and joint 
  venture                          7,221             -         7,221         4,366             -         4,366 
 
 
 Operating profit                 72,756           663        73,419        69,538      (12,524)        57,014 
 
 Finance income                    1,432             -         1,432           703             -           703 
 Finance expense                 (9,514)             -       (9,514)       (7,617)             -       (7,617) 
 
 
 Profit before 
  income tax                      64,674           663        65,337        62,624      (12,524)        50,100 
 
 Income tax 
  (expense)/credit               (7,900)         (652)       (8,552)       (7,702)         3,222       (4,480) 
 
 
 
   Profit for the 
   year                           56,774            11        56,785        54,922       (9,302)        45,620 
 
 
 
 
                                          2018     2017 
 Earnings per share for the year 
 
 Basic earnings per share           4   45.22c   36.33c 
                                       -------  ------- 
 
 Diluted earnings per share         4   44.94c   36.15c 
                                       -------  ------- 
 
 

Origin Enterprises plc

Consolidated Statement of Comprehensive Income

For the financial year ended 31 July 2018

 
                                                                                     2018      2017 
                                                                                  EUR'000   EUR'000 
 
Profit for the year                                                                56,785    45,620 
 
Other comprehensive income/(expense) 
 
Items that are not reclassified subsequently to the Group income statement: 
Group/Associate defined benefit pension obligations 
-remeasurements on Group's defined benefit pension schemes                          3,628     3,407 
-deferred tax effect of remeasurements                                              (504)     (519) 
-share of remeasurements on associate's defined benefit pension schemes             5,865     (614) 
-share of deferred tax effect of remeasurements - associates                        (997)       135 
 
Items that may be reclassified subsequently to the Group income statement: 
Group foreign exchange translation details 
-exchange difference on translation of foreign operations                         (1,243)  (10,674) 
 
Group/Associate cash flow hedges 
-effective portion of changes in fair value of cash flow hedges                     1,396   (2,025) 
-fair value of cash flow hedges transferred to operating costs and other income       888     1,754 
-deferred tax effect of cash flow hedges                                            (333)        86 
-share of associates and joint venture cash flow hedges                             4,827   (4,289) 
-deferred tax effect of share of associates and joint venture cash flow hedges      (603)       536 
 
 
Other comprehensive income/(expense) for the year, net of tax                      12,924  (12,203) 
 
 
Total comprehensive income for the year attributable to equity shareholders        69,709    33,417 
 
 
 

Origin Enterprises plc

Consolidated Statement of Financial Position

As at 31 July 2018

 
                                                          2018       2017 
                                              Notes    EUR'000    EUR'000 
 
ASSETS 
 
Non-current assets 
Property, plant and equipment                   5      117,929    105,271 
Investment properties                                   11,825      9,675 
Goodwill and intangible assets                  6      216,334    205,961 
Investments in associates and joint venture     7       48,171     34,206 
Other financial assets                                     450        531 
Derivative financial instruments                           835        169 
Deferred tax assets                                      3,280      3,475 
Post employment benefit surplus                 9          725          - 
 
Total non-current assets                               399,549    359,288 
                                                     ---------  --------- 
 
Current assets 
Inventory                                              194,192    159,245 
Trade and other receivables                            461,199    401,303 
Derivative financial instruments                         1,399        560 
Restricted cash                                            500          - 
Cash and cash equivalents                              147,212    162,631 
 
Total current assets                                   804,502    723,739 
                                                     ---------  --------- 
 
TOTAL ASSETS                                         1,204,051  1,083,027 
 
 

Origin Enterprises plc

Consolidated Statement of Financial Position (continued)

As at 31 July 2018

 
                                                                2018        2017 
                                                 Notes       EUR'000     EUR'000 
 
 EQUITY 
 
 Called up share capital presented as equity          12       1,264       1,264 
 Share premium                                               160,422     160,422 
 Retained earnings and other reserves                        168,561     125,043 
 
 TOTAL EQUITY                                                330,247     286,729 
                                                          ----------  ---------- 
 
 LIABILITIES 
 
 Non-current liabilities 
 Interest-bearing borrowings                                 165,232     177,854 
 Deferred tax liabilities                                     22,171      17,553 
 Put option liability                                          5,531       5,450 
 Provision for liabilities                         8           8,045       8,072 
 Post employment benefit obligations               9               -       3,646 
 Derivative financial instruments                                 46         204 
 
 Total non-current liabilities                               201,025     212,779 
                                                          ----------  ---------- 
 
 Current liabilities 
 Interest-bearing borrowings                                  20,836      16,227 
 Trade and other payables                                    638,161     548,130 
 Corporation tax payable                                       8,143      11,090 
 Provision for liabilities                         8           5,467       7,392 
 Derivative financial instruments                                172         680 
 
 Total current liabilities                                   672,779     583,519 
                                                          ----------  ---------- 
 
 TOTAL LIABILITIES                                           873,804     796,298 
 
 
 TOTAL EQUITY AND LIABILITIES                              1,204,051   1,083,027 
                                                          ----------  ---------- 
 
 
 

Origin Enterprises plc

Consolidated Statement of Changes in Equity

For the financial year ended 31 July 2018

 
                                                                                                      Share-                               Foreign 
                                                               Capital  Cashflow                       based                              currency 
                       Share         Share      Treasury    redemption     hedge        Revaluation  payment          Re-organisation  translation  Retained 
                     capital       premium        shares       reserve   reserve            reserve  reserve                  reserve      reserve  earnings     Total 
                     EUR'000       EUR'000       EUR'000       EUR'000   EUR'000            EUR'000  EUR'000                  EUR'000      EUR'000   EUR'000   EUR'000 
 
At 1 August 2017       1,264       160,422           (8)           134   (2,665)             12,843      358                (196,884)     (38,076)   349,341   286,729 
 
Profit for the 
 year                      -             -             -             -         -                  -        -                        -            -    56,785    56,785 
Other 
 comprehensive 
 income/(expense) 
 for the year              -             -             -             -     6,175                  -        -                        -      (1,243)     7,992    12,924 
                   ---------  ------------  ------------  ------------  --------  -----------------  -------  -----------------------  -----------  --------  -------- 
Total 
 comprehensive 
 income/(expense) 
 for the year              -             -             -             -     6,175                  -        -                        -      (1,243)    64,777    69,709 
 
Share-based 
 payment charge            -             -             -             -         -                  -      180                        -            -         -       180 
Dividend paid to 
 shareholders              -             -             -             -         -                  -        -                        -            -  (26,371)  (26,371) 
 
 
At 31 July 2018        1,264       160,422           (8)           134     3,510             12,843      538                (196,884)     (39,319)   387,747   330,247 
 
 
 

Origin Enterprises plc

Consolidated Statement of Cash Flows

For the financial year ended 31 July 2018

 
                                                            2018      2017 
                                                         EUR'000   EUR'000 
 
Cash flows from operating activities 
Profit before tax                                         65,337    50,100 
Exceptional items                                          (663)    12,524 
Finance income                                           (1,432)     (703) 
Finance expense                                            9,514     7,617 
Profit on disposal of property, plant and equipment        (285)     (229) 
Share of profit of associates and joint venture          (7,221)   (4,366) 
Depreciation of property, plant and equipment              7,451     7,099 
Amortisation of intangible assets                          7,946     6,718 
Employee share-based payment charge                          180       358 
Pension contributions in excess of service costs           (852)     (576) 
Payment of exceptional rationalisation costs             (3,334)  (10,145) 
Payment of exceptional acquisition costs                 (3,688)   (1,532) 
 
 
Operating cash flow before changes in working capital     72,953    66,865 
 
Movement in inventory                                   (28,505)   (2,706) 
Movement in trade and other receivables                 (58,469)    13,765 
Movement in trade and other payables                      87,713  (37,115) 
 
 
Cash generated from operating activities                  73,692    40,809 
 
Interest paid                                            (6,927)   (6,336) 
Income tax paid                                         (10,428)   (8,166) 
 
 
Cash inflow from operating activities                     56,337    26,307 
 
 
 

Origin Enterprises plc

Consolidated Statement of Cash Flows (continued)

For the financial year ended 31 July 2018

 
                                                            2018      2017 
                                                         EUR'000   EUR'000 
 
Cash flows from investing activities 
Proceeds from sale of property, plant and equipment        1,410       409 
Proceeds from sale of equity investment                        -       306 
Purchase of property, plant and equipment               (11,602)  (11,206) 
Additions to intangible assets                           (5,645)   (3,566) 
Arising on acquisition                                  (23,857)  (20,305) 
Payment of contingent acquisition consideration          (1,627)   (3,408) 
Proceeds from sale of Chemicals division                   5,250         - 
Payment of put option liability                                -   (1,746) 
Restricted cash                                            (500)     2,948 
Repayment from/loans to associates and joint venture          85         - 
Dividends received from associates                         2,483     3,822 
 
 
Cash outflow from investing activities                  (34,003)  (32,746) 
 
Cash flows from financing activities 
Drawdown of bank loans                                   141,775   113,471 
Repayment of bank loans                                (158,155)  (89,440) 
Payment of dividends to equity shareholders             (26,371)  (26,371) 
 
 
Cash outflow from financing activities                  (42,751)   (2,340) 
 
 
Net decrease in cash and cash equivalents               (20,417)   (8,779) 
 
Translation adjustment                                       261   (3,963) 
 
Cash and cash equivalents at start of year               146,715   159,457 
 
 
Cash and cash equivalents at end of year (Note 11)       126,559   146,715 
 
 
 

Origin Enterprises plc

Notes to the preliminary results statement

For the financial year ended 31 July 2018

   1       Basis of preparation 

The financial information included on pages 15 to 36 of this preliminary results statement has been extracted from the Group financial statements for the year ended 31 July 2018 on which the auditor has issued an unqualified audit opinion.

The financial information has been prepared in accordance with the accounting policies set out in the Group's consolidated financial statements for the year ended 31 July 2018, which were prepared in accordance with International Financial Reporting Standards as adopted by the EU.

The consolidated financial information is presented in Euro, rounded to the nearest thousand which is the functional currency of the parent.

   2       Segment information 

IFRS 8, 'Operating Segments' requires operating segments to be identified on the basis of internal reports that are regularly reviewed by the Chief Operating Decision Maker ('CODM') in order to allocate resources to the segments and to assess their performance.

The Group has two operating segments as follows:

Ireland and the United Kingdom

This segment includes the Group's wholly owned Irish and UK based Business-to-Business Agri-Inputs operations, Integrated Agronomy and On-Farm Services operations and Digital Agricultural Services business. In addition, this segment includes the Group's Associates and joint venture undertakings.

Continental Europe

This segment includes the Group's Business-to-Business Agri-Inputs operations, Integrated Agronomy and On-Farm Services operations in Belgium, Poland, Romania and the Ukraine.

Information regarding the results of each reportable segment is included below. Performance is measured based on segment operating profit as included in the internal management reports that are reviewed by the Group's CODM, being the Origin Executive Directors. Segment operating profit is used to measure performance, as this information is the most relevant in evaluating the results of the Group's segments. Segment results include all items directly attributable to a segment.

Origin Enterprises plc

Notes to the preliminary results statement (continued)

For the financial year ended 31 July 2018

   2              Segment information (continued) 

(i) Segment revenue and results

 
                                          Ireland & the UK       Continental Europe         Total Group 
                                       ----------------------  ---------------------  ---------------------- 
                                             2018        2017        2018       2017        2018        2017 
                                          EUR'000     EUR'000     EUR'000    EUR'000     EUR'000     EUR'000 
 
 Total revenue                          1,395,377   1,266,159     589,480    573,483   1,984,857   1,839,642 
 Less revenue from associates and 
  joint venture                         (357,324)   (311,174)           -          -   (357,324)   (311,174) 
 Revenue                                1,038,053     954,985     589,480    573,483   1,627,533   1,528,468 
                                       ----------  ----------  ----------  ---------  ----------  ---------- 
 
 Segment result                            54,752      53,431      16,438     16,578      71,190      70,009 
 
 Profit from associates and joint 
  venture                                   7,221       4,366           -          -       7,221       4,366 
 
 Amortisation of non- ERP intangible 
  assets                                  (3,863)     (3,071)     (1,792)    (1,766)     (5,655)     (4,837) 
                                       ----------  ----------  ----------  ---------  ----------  ---------- 
 
 Total operating profit before 
  exceptional items                        58,110      54,726      14,646     14,812      72,756      69,538 
 
 Exceptional items                           (17)    (12,145)         680      (379)         663    (12,524) 
 
 
 Operating profit                          58,093      42,581      15,326     14,433      73,419      57,014 
                                       ----------  ----------  ----------  ---------  ----------  ---------- 
 

Origin Enterprises plc

Notes to the preliminary results statement (continued)

For the financial year ended 31 July 2018

   2       Segment information (continued) 

(ii) Segment earnings before financing costs and tax is reconciled to reported profit before tax and profit after tax as follows:

 
                                                                    2018      2017 
                                                                 EUR'000   EUR'000 
 
               Segment earnings before financing costs and tax    73,419    57,014 
 
               Finance income                                      1,432       703 
               Finance expense                                   (9,514)   (7,617) 
 
 
             Reported profit before tax                           65,337    50,100 
 
               Income tax expense                                (8,552)   (4,480) 
 
 
               Reported profit after tax                          56,785    45,620 
 
 

Origin Enterprises plc

Notes to the preliminary results statement (continued)

For the financial year ended 31 July 2018

   3        Exceptional items 

Exceptional items are those that, in management's judgement, should be separately presented and disclosed by virtue of their nature or amount. Such items are included within the Consolidated Income Statement caption to which they relate. The following exceptional items arose during the year:

 
                                                        2018      2017 
                                                     EUR'000   EUR'000 
Rationalisation costs (i)                              (876)  (10,990) 
Gain on disposal of business (ii)                      1,870         - 
Transaction and strategy related costs (iii)         (2,560)   (2,460) 
Organisational redesign costs (iv)                         -   (1,740) 
Fair value adjustment on investment properties (v)     2,150         - 
Fair value adjustment on put option liability (vi)        79     2,666 
                                                     -------  -------- 
Total exceptional credit/(charge) before tax             663  (12,524) 
Tax (charge)/credit on exceptional items               (652)     3,222 
                                                     -------  -------- 
Total exceptional credit/(charge) after tax               11   (9,302) 
                                                     -------  -------- 
 
 
   (i)   Rationalisation costs 

Rationalisation costs comprise the compensation and termination payments arising from the restructuring of our agronomy services businesses in the UK, net of unutilised accruals relating to previous restructuring programmes of EUR0.6 million. The tax impact of this exceptional item in the current year is a tax credit of EUR0.2 million (2017: EUR2.1 million).

(ii) Gain on disposal of business

Following the disposal of the Groups Chemicals business operated through Goulding Chemicals Limited and the closure of a seed plant in the UK, a gain of EUR2.6 million and a loss of EUR0.7 million respectively were recorded. The tax impact of this exceptional item in the current year was a tax charge of EUR0.4 million.

(iii) Transaction and strategy related costs

Transaction related costs principally comprise costs incurred in relation to the acquisitions completed during the year and post year end. Strategy related costs relate to once off consultancy costs in the prior year associated with the Groups' Agri-Services five-year strategy review. The tax impact of this item in the current year was a tax credit of EUR0.2 million (2017: EUR0.9 million).

(iv) Organisational redesign costs

During the prior year the Group incurred costs relating to the commencement of an organisation redesign project, the purpose of which was to enhance the Origin Group's central capabilities to enable it to continue to support the Group as it grows. The primary areas of focus were on how the reporting and management structures, in addition to centralised functions, need to evolve as the Group continues to integrate existing businesses and expand its footprint. The tax impact of this exceptional item in the prior year was a tax credit of EUR0.2 million.

(v) Fair value adjustment of investment properties

At 31 July 2018 the valuation of the Group's investment properties was determined by the Directors using a market approach with reference to local knowledge and judgement. As part of the Director's assessment, guidance was obtained from an independent valuation expert. Following this assessment an uplift of EUR2.2 million was reflected in the value of the Group's investment properties as at 31 July 2018. The tax impact of this exceptional item in the current year is EUR0.6 million.

(vi) Fair value of put option liability

This gain relates to the movement in fair value of the put option liability in respect of the Agroscope acquisition. The tax impact of this exceptional item in the current year is nil.

Origin Enterprises plc

Notes to the preliminary results statement (continued)

For the financial year ended 31 July 2018

   4      Earnings per share 

Basic earnings per share

 
                                                                              2018     2017 
                                                                           EUR'000  EUR'000 
 
       Profit for the financial year attributable to equity shareholders    56,785   45,620 
                                                                           -------  ------- 
 
                                                                              '000     '000 
       Weighted average number of ordinary shares for the year             125,582  125,582 
                                                                           -------  ------- 
 
                                                                              Cent     Cent 
 
       Basic earnings per share                                              45.22    36.33 
                                                                           -------  ------- 
 

Diluted earnings per share

 
                                                                                 2018     2017 
                                                                              EUR'000  EUR'000 
 
       Profit for the financial year attributable to equity shareholders       56,785   45,620 
                                                                              -------  ------- 
 
                                                                                 '000     '000 
 
       Weighted average number of ordinary shares used in basic calculation   125,582  125,582 
       Impact of shares with a dilutive effect                                    120       77 
       Impact of the SAYE scheme                                                  665      531 
       Weighted average number of ordinary shares (diluted) for the year      126,367  126,190 
                                                                              -------  ------- 
 
                                                                                 Cent     Cent 
 
       Diluted earnings per share                                               44.94    36.15 
                                                                              -------  ------- 
 

(i)

Origin Enterprises plc

Notes to the preliminary results statement (continued)

For the financial year ended 31 July 2018

   4      Earnings per share (continued) 
 
                                                                    2018     2017 
                                                                    '000     '000 
      Adjusted basic earnings per share 
 
 
       Weighted average number of ordinary shares for the year   125,582  125,582 
                                                                 -------  ------- 
 
 
                                                                       2018     2017 
                                                                    EUR'000  EUR'000 
 
       Profit for the financial year                                 56,785   45,620 
 
       Adjustments: 
       Amortisation of non-ERP related intangible assets (Note 6)     5,655    4,837 
       Tax on amortisation of non-ERP related intangible assets       (768)    (934) 
       Exceptional items, net of tax                                   (11)    9,302 
                                                                    -------  ------- 
       Adjusted earnings                                             61,661   58,825 
                                                                    -------  ------- 
 
                                                                       Cent     Cent 
 
       Adjusted basic earnings per share                              49.10    46.84 
                                                                    -------  ------- 
 

Adjusted diluted earnings per share

 
                                                                                 2018      2017 
                                                                                 '000      '000 
 
 
       Weighted average number of ordinary shares used in basic calculation   125,582   125,582 
       Impact of shares with a dilutive effect                                    120        77 
       Impact of the SAYE scheme                                                  665       531 
       Weighted average number of ordinary shares (diluted) for the year      126,367   126,190 
                                                                              -------   ------- 
 
 
 
                                                2018     2017 
                                             EUR'000  EUR'000 
 
       Adjusted earnings (as above)           61,661   58,825 
                                             -------  ------- 
 
                                                Cent     Cent 
 
       Adjusted diluted earnings per share     48.80    46.62 
                                             -------  ------- 
 

Origin Enterprises plc

Notes to the preliminary results statement (continued)

For the financial year ended 31 July 2018

   5    Property, plant and equipment 
 
                                          2018       2017 
                                       EUR'000    EUR'000 
 
  At 1 August                          105,271    102,796 
  Arising on acquisition (Note 10)      10,087        388 
  Additions                             11,628     11,816 
  Disposals                            (1,571)      (180) 
  Depreciation charge for the year     (7,451)    (7,099) 
  Translation adjustments                 (35)    (2,450) 
 
  At 31 July                           117,929    105,271 
                                     ---------  --------- 
 
 
   6    Goodwill and intangible assets 
 
                                                 2018     2017 
                                              EUR'000  EUR'000 
 
  At 1 August                                 205,961  192,696 
  Arising on acquisition (Note 10)             11,997   25,602 
  Additions                                     5,645    3,566 
  Amortisation of non-ERP intangible assets   (5,655)  (4,837) 
  ERP intangible amortisation                 (2,291)  (1,881) 
  Translation adjustments                         677  (9,185) 
 
  At 31 July                                  216,334  205,961 
                                              -------  ------- 
 
 

Origin Enterprises plc

Notes to the preliminary results statement (continued)

For the financial year ended 31 July 2018

   7    Investments in associates and joint venture 
 
                                                       2018     2017 
                                                    EUR'000  EUR'000 
 
    At 1 August                                      34,206   39,008 
    Share of profits after tax                        7,221    4,366 
    Dividends received                              (2,483)  (3,822) 
    Share of other comprehensive income/(expense)     9,092  (4,232) 
    Translation adjustment                              135  (1,114) 
 
               At 31 July                            48,171   34,206 
                                                    -------  ------- 
 
 
 
               Split as follows: 
               Total associates      23,200  17,620 
               Total joint venture   24,971  16,586 
                                     ------  ------ 
                                     48,171  34,206 
                                     ------  ------ 
 
 
   8    Provision for liabilities 

The estimate of provisions is a key judgement in the preparation of the financial statements.

 
 
 
                                                                        2018                                2017 
                                                                     EUR'000                             EUR'000 
 
           At 1 August                                                15,464                              13,778 
           Arising on acquisition                                      2,995                               5,129 
           Provided in year                                            2,007                              11,590 
           Paid in year                                              (4,964)                            (13,560) 
           Released in year                                          (2,137)                               (977) 
           Currency translation 
            adjustment                                                   147                               (496) 
                                          ----------------------------------  ---------------------------------- 
           At 31 July                                                 13,512                              15,464 
                                          ----------------------------------  ---------------------------------- 
 
 

Provisions primarily relate to contingent acquisition consideration arising on a number of acquisitions completed during the current and prior year and rationalisation costs comprising termination payments arising from the restructuring of Agri-Services in the UK.

Origin Enterprises plc

Notes to the preliminary results statement (continued)

For the financial year ended 31 July 2018

   9    Post employment benefit surplus/(obligations) 

The Group operates a number of defined benefit pension schemes and defined contribution schemes with assets held in separate trustee administered funds. All of the defined benefit schemes are closed to new members.

In 2016 the Origin UK Defined Benefit Pension Schemes were merged into one scheme with assets and liabilities transferred to a new single Defined Benefit Scheme. The assets of the scheme continue to be managed under the pre-existing investment arrangements and the liabilities have not changed.

The valuations of the defined benefit schemes used for the purposes of the following disclosures are those of the most recent actuarial valuations carried out at 31 July 2018 by an independent, qualified actuary. The valuations have been performed using the projected unit method.

Movement in net asset/(liability) recognised in the Consolidated Statement of Financial Position

 
                                     2018      2017 
                                  EUR'000   EUR'000 
 
        At 1 August               (3,646)   (7,713) 
        Current service cost         (552)    (758) 
        Past service cost               -     (131) 
        Contributions               1,404     1,465 
        Other finance expense        (80)     (170) 
        Remeasurements              3,628     3,407 
        Translation adjustments      (29)       254 
 
        At 31 July                    725   (3,646) 
                                  -------   ------- 
 
 

Origin Enterprises plc

Notes to the preliminary results statement (continued)

For the financial year ended 31 July 2018

10 Acquisition of subsidiary undertakings

During the period, the Group completed the acquisition of the fertiliser activities and certain assets of Bunn Fertilisers Limited ('Bunn') in the United Kingdom and the acquisition of Pillaert-Mekoson Group ('Pillaert-Mekoson') in Belgium. These acquisitions complement the Group's prescription fertilisers and speciality nutrition business. Details of the acquisitions are as follows:

1. On 10 August 2017 the Group completed the acquisition of the fertiliser activities and certain assets of Bunn. Based in the United Kingdom, Bunn is a leading producer of prescription fertiliser blends and nutrition management systems servicing the arable grassland and horticulture sector

2. On 23 January 2018 the Group announced it had acquired 100% of Pillaert-Mekoson. Based in Belgium, Pillaert-Mekoson markets an extensive range of technically based nutrition applications and operates a strong business and retail customer franchise

Origin Enterprises plc

Notes to the preliminary results statement (continued)

For the financial year ended 31 July 2018

10 Acquisition of subsidiary undertakings (continued)

Details of the net assets acquired and goodwill arising from the business combinations are as follows:

 
                                                           Provisional* 
                                                                   Fair 
                                                                  value 
 Assets                                                         EUR'000 
 Non-current 
 Property, plant and equipment                                   10,087 
 Intangible assets                                                3,064 
                                                          ------------- 
 
 Total non-current assets                                        13,151 
                                                          ------------- 
 
 Current assets 
 Inventory                                                        6,718 
 Trade receivables (i)                                            4,578 
 Other receivables                                                  508 
 
 Total current assets                                            11,804 
                                                          ------------- 
 
 Liabilities 
 Trade payables                                                 (1,430) 
 Onerous lease provision                                        (2,495) 
 Other payable                                                  (3,181) 
 Corporation tax                                                  (371) 
 Deferred tax liability                                         (2,054) 
                                                          ------------- 
 
 Total liabilities                                              (9,531) 
                                                          ------------- 
 
 Total identifiable net assets at fair value                     15,424 
 Goodwill arising on acquisition                                  8,933 
                                                          ------------- 
 
   Total net assets acquired (excluding cash acquired)           24,357 
                                                          ------------- 
 
 Consideration satisfied by: 
 Cash consideration                                              29,985 
 Cash acquired                                                  (6,128) 
                                                          ------------- 
 Net cash outflow                                                23,857 
 
 Contingent consideration                                           500 
 
 Total consideration related to acquisitions                     24,357 
                                                          ------------- 
 
 
 
 
 
 

(i) Gross trade receivables acquired were EUR4.6 million. All amounts are deemed to be recoverable.

* The acquisition accounting for Bunn Fertilisers Limited has been finalised.

Origin Enterprises plc

Notes to the preliminary results statement (continued)

For the financial year ended 31 July 2018

11 Analysis of net debt

 
                                                                  Non-cash   Translation 
                                               2017   Cashflow   movements    adjustment        2018 
                                            EUR'000    EUR'000     EUR'000       EUR'000     EUR'000 
 
    Cash                                    162,631   (15,432)           -            13     147,212 
    Overdrafts                             (15,916)    (4,985)           -           248    (20,653) 
 
 
    Cash and cash equivalents               146,715   (20,417)           -           261     126,559 
 
    Finance lease obligations                 (739)        (7)       (128)            12       (862) 
    Loans                                 (177,426)     16,387       (677)       (2,837)   (164,553) 
 
    Net debt                               (31,450)    (4,037)       (805)       (2,564)    (38,856) 
 
    Restricted cash                               -        500           -             -         500 
 
 
    Net debt including restricted cash     (31,450)    (3,537)       (805)       (2,564)    (38,356) 
 
 

Origin Enterprises plc

Notes to the preliminary results statement (continued)

For the financial year ended 31 July 2018

 
12 Share capital                                                                           2018     2017 
                                                                                        EUR'000  EUR'000 
       Authorised 
       250,000,000 ordinary shares of EUR0.01 each (i)                                    2,500    2,500 
 
 
       Allotted, called up and fully paid 
       126,382,206 (2017: 126,382,206) ordinary shares of EUR0.01 each (i) (ii) (iii)     1,264    1,264 
 
 
 
 
 

(i) Ordinary shareholders are entitled to dividends as declared and each ordinary share carries equal voting rights at meetings of the Company.

(ii) In December 2012, the issued ordinary share capital was increased by the issue of 1,212,871 ordinary shares of nominal value of EUR0.01 each, at an issue price of EUR4.04 each, pursuant to a share subscription by a wholly owned subsidiary for the purposes of the Origin Long Term Incentive Plan 2012 ( "2012 LTIP Plan"). Under the terms of 2012 LTIP Plan, 412,541 of these shares were transferred to the directors and senior management as a result of certain financial targets having been achieved. The remaining 800,330 ordinary shares continue to be held as treasury shares.

(iii) In July 2017, the issued ordinary share capital was increased by the issue of 3,429 ordinary shares of nominal value EUR0.01 each, at an issue price of EUR5.48 each pursuant to the terms of the Origin Save As You Earn Scheme 2016.

Origin Enterprises plc

Notes to the preliminary results statement (continued)

For the financial year ended 31 July 2018

           13    Return on capital employed 

Return on capital employed is a key performance indicator for the Group and represents Group earnings before interest, tax and amortisation of non-ERP related intangible assets taken as a percentage of Group net assets and is consistent with the definition approved as part of the 2015 Long Term Incentive Plan.

 
                                                        2018        2017 
                                                     EUR'000     EUR'000 
 
       Total assets                                1,204,051   1,083,027 
       Total liabilities                           (873,804)   (796,298) 
       Adjusted for: 
       Net debt                                       38,356      31,450 
       Tax, put option and derivative financial 
        instruments, net                              30,549      30,773 
       Accumulated amortisation of non-ERP 
        related intangible assets                     48,046      42,300 
       Capital employed                              447,198     391,252 
       Average capital employed                      581,598     543,812 
 
       Operating profit (excluding exceptional 
        items)                                        65,535      65,172 
       Amortisation of non-ERP intangible 
        assets                                         5,655       4,837 
       Share of profit of associates and joint 
        venture                                        7,221       4,366 
       Return                                         78,411      74,375 
 
       Return on capital employed                      13.5%       13.7% 
 

In years where the Group makes significant acquisitions or disposals, the return on invested capital calculation is adjusted accordingly to ensure that the impact of the acquisition or disposal is time apportioned appropriately.

   14   Related party transactions 

Related party transactions occurring in the year were similar in nature to those described in the 2017 Annual Report.

   15   Dividend 

The Board is recommending a final dividend of 17.85 cent per ordinary share which when combined with the interim dividend of 3.15 cent per ordinary share brings the total dividend for the year to 21.0 cent per share (total dividend of EUR26.4 million) (2017: 21.0 cent per share). Subject to shareholders' approval at the Annual General Meeting, the dividend will be paid on 14 December 2018 to shareholders on the register on 30 November 2018. In accordance with IFRS, this dividend has not been provided for in the Consolidated Statement of Financial Position as at 31 July 2018.

Origin Enterprises plc

Notes to the preliminary results statement (continued)

For the financial year ended 31 July 2018

   16   Financial commitments 

The Group has a financial commitment of EUR7.7 million attributable to a strategic partnership with University College Dublin ('UCD'). The commitment is over a five year period.

   17   Subsequent events 

On 14 August 2018 Origin announced it had completed the acquisition of a 65% controlling interest in the Brazilian based speciality nutrition and crop inputs business, Fortgreen Commercial Agricola Ltda. ('Fortgreen').

Due to the short time frame between completion date and the date of issuance of this report, it was not possible to reliably estimate the fair values of assets and liabilities or the goodwill amount associated with this acquisition.

The separate transaction to acquire a 20% shareholding in the Brazilian based agronomy services and crop input distribution business, Ferrari Zagatto E Cia. Ltda., ('Ferrari Zagatto'), is expected to complete during the first half of FY2019 financial year.

Origin has agreed a put and call option with the Founders to acquire the remaining 35% shareholding in Fortgreen on specified dates, with the purchase price based on an agreed formula linked to future profitability. Separately Origin has been granted an option to purchase an additional 40% interest in Ferrari Zagatto in 2020 which, if exercised, will lead to the acquisition of the balance of the Founders' shareholding on specified dates with the purchase price based on an agreed formula linked to future profitability

There have been no other material events subsequent to 31 July 2018 that would require adjustment to or disclosure in this report.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR UVVWRWAAKUAR

(END) Dow Jones Newswires

September 26, 2018 02:01 ET (06:01 GMT)

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