Investor Presentation

Investor Presentation
April 2015
Disclaimer
IMPORTANT NOTICE
You must read the following before continuing. For the purposes of this notice, the term “Presentation” shall include the slides that follow, the oral presentation of the slides by Agrokor d.d. (the “Company”) or any person on behalf of the Company, any
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purported fact or financial amount, prediction or expectation (together referred to as “Information”).
The Information contained in this Presentation should be considered in the context of the circumstances prevailing at the time and will not be updated to reflect material developments that may occur after the date of the Presentation. The information and
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otherwise) for any loss howsoever arising from any use of this Presentation or their contents or otherwise arising in connection with the Presentation, or any action taken by you or any of your officers, employees, agents or associates on the basis of the
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Neither the provision of this Presentation nor any subsequent discussions, negotiations or any other matter constitutes an obligations of the Company or any of their affiliates, directors, officers, employees or advisers nor any other person, or will form the basis
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The Presentation has not been independently verified and it was prepared by the Company on the basis of information which it has and from sources believed to be reliable. To the extent available, the industry, market and competitive position data contained
in the Presentation come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the
accuracy or completeness of such data. While the Company believes that each of these publications, studies and surveys has been prepared by a reputable source, the Company has not independently verified the data contained therein. In addition, certain of
the industry, market and competitive position data contained in the Presentation come from the Company’s own internal estimates based on the knowledge and experience of the Company’s management in the market in which the Company operates. While
the Company believes that such estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice.
Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in the Presentation. The Company is not under any obligation to update or keep current the information contained in the Presentation.
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Forward-Looking Statements
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comparable terminology. When considering these “forward-looking” statements, you should keep in mind that a number of factors that are beyond the Group’s control could cause actual results to differ materially from the results contemplated by any such
forward-looking statements. These forward-looking statements include all matters that are not historical facts. We believe that the expectations reflected in these forward-looking statements are reasonable but no assurance can be given that these expectations
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obligation, to update these forward-looking statements.
2
Today’s attendees
Mr. Ivan Crnjac
 EVP for Finance, Strategy and Capital
Markets
 Member of Management Board
 Joined Agrokor in 2005
 15 years of industry experience
Mr. Darko Knez
 Chief Executive Officer at
Konzum d.d.
 Joined Agrokor in 1999
 18 years of industry experience
Mr. Hrvoje Habuš
 Executive Director for Strategy
and Capital Markets
 Joined Agrokor in 2009
 12 years of industry experience
Mr. Zdravko Marić
 Executive Director for Strategy
and Capital Markets
 Joined Agrokor in 2012
 11 years of industry experience
3
Agenda
 Company overview
 Key credit highlights
 Group strategy and recent initiatives
 Financial performance
4
The Agrokor Group is a leading food producer and retailer in SEE5
AGROKOR Group
€6.4bn1
2014PF Sales
2014PF EBITDA
2014PF Margin
€0.5bn1 (€0.6bn pro forma for synergies)
7.7% (9.8% pro forma for synergies)
Food Manufacturing and Distribution
Retailing and Wholesale
#1 in Primary Markets
Agrokor
#1 in Croatia
#1 in B&H
Over 55,000 employees
18m population in Primary Markets2
Ice Cream and
Frozen Food
Water and
Beverages
Edible Oils
& Margarines
Meat and
Agriculture
Leading market
shares in Croatia,
Serbia and B&H
No 1 in Croatia
and B&H in mineral water
Leading producer with
significant market
shares in Croatia, Serbia
and B&H
Leading producer of
meat and agricultural
products in Croatia
Mercator
#1 in Slovenia
#1 in Serbia
#1 in Montenegro
Other Businesses
Export to over 20
countries
Agriculture commodity
brokerage and other
non-core businesses
2014 aggregated split by segment3
EBITDA (aggregated %)
Unconsolidated Sales4 (aggregated %)
Other
4.4%
Food
Manufacturing
and
Distribution
19.1%
Other
6.2%
Retailing and
Wholesale
76.5%
Food
Manufacturing
and
Distribution
37.9%
Retailing
and
Wholesale
55.9%
Source: Nielsen
1 Based on EUR/HRK exchange rate of 7.63, pro-forma for Mercator
2 Croatia, Bosnia and Herzegovina, Slovenia, Serbia and Montenegro.
3 The aggregated segment reporting for FY 2014 Agrokor has been derived from consolidated Agrokor segment reporting (which includes three months of Mercator results) minus the three months results of operations of Mercator reported as
Unrestricted Subsidiaries results of operations in the supplemental information to the consolidated Agrokor FY 2014 financial statements, plus FY2014 Mercator results of operations (all attributed to Retailing and Wholesale). This does not
purport to be representative of what actual results would have been as it does not adjust for the sale of certain Mercator businesses (e.g. bakery business) as well as disposals of retail stores required by antitrust authorities (which generated
revenue of approximately €190 million for FY 2013). In addition, Mercator’s results of operations include non-core businesses which Mercator intends to sell, including its clothing, sporting goods and household goods businesses.
4
Does not eliminate intersegment sales.
5
SEE (South Eastern Europe) defined as Albania, B&H, Croatia, Greece, Kosovo, Macedonia, Montenegro, Serbia and Slovenia
5
Agrokor Group has a long history of strong organic growth and successful
integration of both F&B and retail businesses in the SEE region
1976
Mid 80s
Became the market
leader in the
production and import
of flowers within the
former Yugoslavia
1980s
1994
Acquired Ledo (ice
cream and frozen
food producer)
2003
1990’s
2003
Entered the Serbian
market by acquiring
Frikom (ice cream and
frozen food producer)
2004
2005
1993
2000
Acquired Zvijezda
Expanded
(producer of edible oils)
internationally by
and Konzum (food
acquiring Ledo Čitluk
retail and wholesale
and Sarajevski
chain)
kiseljak (producers of
ice cream, frozen
food and beverages)
1992
in Bosnia and
Acquired Jamnica
Herzegovina
(a producer of water
and beverages)
2007
Acquired Tisak (leading
Croatian kiosk chain)
2006
2007
2010
Expanded meat and
agricultural business with
the acquisition of Vupik in
Croatia
2008
2009
2010
2011
2012
2013
2005
Acquired Dijamant (leading Serbian
edible oil producer). Acquired IDEA
and entered the Serbian food retail and
wholesale market. Acquired Croatian
companies PIK Vrbovec and Belje
entered the meat production,
processing and agricultural industries
2014
2014
Acquired Mercator
(largest Slovenian
retail chain)
(€bn)
1976
Founded by Mr.
Ivica Todorić
6.5
2,8
3,7
3,5
3,5
3,9
4,0
4,0
4,1
2011A
2012A
2013A
2014PF1
2,0
2006A
2007A
2008A
Revenue
2009A
2010A
Pro forma for 12 months Mercator ownership
Note: Financials converted at a EUR/HRK exchange rate of 7.5
1 Pro forma sales for the combined group.
6
The acquisition of Mercator in 2014 further solidified Agrokor’s position as
regional leader across SEE
Mercator snapshot
Croatia
Market share
%
2014
Company
Agrokor consolidated
32%
Agrokor
31%
Schwarz Group
19%
Plodine
9%
Rewe Group
5%
Mercator
1%
Czech Republic
 Largest retailer in Slovenia operating 951 retail and
wholesale stores as of Dec-14, and leading retailer in
Serbia and Montenegro
Slovakia
 Various store formats such as hypermarkets,
supermarkets, neighbourhood stores, convenience
stores, comfort stores and cash & carry stores
Hungary
#1
—
Romania
#1
 2014 Sales of €2,654m and adjusted EBITDA of €100m
#1
Slovenia
Company
 Agrokor d.d. owns 59.5% of Mercator, Mr. Ivica
Todoric owns 28.6% through Agrokor Investments,
and the business is listed on the Ljubljanska stock
exchange
#1
Market share %
2014
Mercator consolidated
30%
SPAR / Interspar
21%
TUS Trgovine
13%
Agrokor and
Mercator Retail
Has 912 retail FMCG stores, 39 FMCG wholesale
stores, 276 specialty retail stores1 and 315
franchise stores
#1
Bulgaria
Kosovo
Macedonia
Transaction rationale
Greece
Significant Synergies
Serbia
Montenegro
Company
Mercator consolidated
Lagardère Services
Market share %
2014
24%
1%
Company
Bosnia & Herzegovina
Market share %
2014
Company
Market share %
2014
Mercator consolidated
14%
Agrokor consolidated
14%
Delhaize
11%
Agrokor
11%
Agrokor
8%
ITM (Intermarché)
3%
Mercator
6%
Mercator
3%
DIS
2%
TUS Trgovine
2%
Univerexport
2%
Creates Regional
Leader
Strengthens SEE
Economies
Source: Planet Retail, GfK, Valicon
Note: Includes food retail formats market shares and total banner sales for grocery retailers.
Based on estimated banner sales owned or operated by the group including VAT, franchised operations and partly owned stores / chains except for Agrokor and Mercator, where
2014 reported figures are used converted at a 7.5 EUR/HRK FX rate
1 Specialty retail stores include Mercator’s sporting goods, apparel and electronic goods stores
7
Complementary portfolios across banners and countries
Overview of the integration process
Pre-transaction1
Konzum
Country
Slovenia
Croatia
Serbia
B&H
Property
Management
Company
Montenegro
Croatia
Property
Management
Company
Serbia
B&H
Property
Management
Company
Banner
Mercator
Position
#1
#4
B&H
#1
#2
Serbia
#3
#2
Slovenia
—
—
#1
Montenegro
—
—
#1
Post-transaction
Country
89
191*
Long-term rental agreements
x
1
Leased stores to Agrokor
x
Leased stores to Mercator
Numbers are based on data from 2012
* In Serbia, 14 iDEA stores as well as 8 Mercator/Roda stores were subject to competition authorities’ prescribed measures
(including divestment and sales area decrease). Disposals are expected to be realised (and required measures fulfilled) by
mid-July 2015. In Croatia, the Croatian competition authority required the divestment of 99 stores by March 9, 2015. For
the stores that were not divested at that time, there are three additional months (until June 9, 2015) to change the use of
the remaining stores. Finally, any remaining stores not sold or transferred must be closed by July 9, 2015
Position
Croatia
Konzum
73*
Banner
Banner
Mercator
Position
Croatia
#1
B&H
#1
Banner
Position
Serbia
—
—
#1
Slovenia
—
—
#1
Montenegro
—
—
#1
8
Disciplined execution via the Agrokor PMO to extract approximately €130m of
estimated net cost synergies
Synergies overview (€m)
Identification process
130
From
measures
already
completed at
March 2015
100
2015FY est. total net cost synergies

Post Merger Office (PMO) responsible Monitoring, steering,
controlling and content support of project teams

Identification and calculation of top-down synergy target
potential across 8 synergy areas and 12 projects in 4
countries

Analysis and approval of synergy targets on a project-byproject basis

Further identification of synergies

Support of an international consulting firm in
implementation of targeted synergies
Approximately €130m of estimated net cost synergies in 2015, of which c. 55% are purchasing synergies
As of March 31, 2015, we had completed measures1 which are expected to deliver €100m2 of the total estimated net cost
synergies in 2015
Source: PMO; Note: Numbers subject to rounding; The estimated net-cost synergies for 2015 of approximately c.130m takes into account HRK 20m (€2.7m) of opex in non-recurring costs to realize these synergies;
We also incurred certain non-recurring costs (opex and capex) of approximately €12.5 million in 2014 related to the Mercator integration, some of which contributed to synergy realization in 2015.
1 Measures, including the execution of contracts and implementing certain organizational changes; For the purposes of the application of the adjustment to pro forma Adjusted EBITDA related to expected
synergies for FY 2015, net synergies realized in FY 2014 have been subtracted. In addition, amounts have been subject to rounding.
2 The estimated expected synergies and cost savings for 2015 presented herein is for informational purposes only. This information does not purport to be a projection of our results of operations for 2015 or any
future period. Information regarding realization of synergies is inherently subject to risks and uncertainties and is premised on certain assumptions, including, among others, that costs of goods sold (COGS) for our
combined business remains consistent with our COGS for 2014 standalone Agrokor, that volumes of goods sold for FY 2015 remains consistent with the arithmetic addition of standalone Agrokor and standalone
Mercator volumes for FY 2014 (minus volumes related to stores that were divested) and that measures that have been taken in 2015 are consistently implemented/applied during the course of the year. Although
we believe the estimates and assumptions we have used to calculate these figures are reasonable, investors should not place undue reliance upon any of these calculations as underlying estimates and assumptions
could differ from what would have been our results if the Mercator Acquisition had occurred on January 1, 2014. We cannot assure you that we will be able to realize any of these synergies or cost savings, and the
costs we incur in trying to realize these synergies may outweigh the benefits.
9
Agenda
 Company overview
 Key credit highlights
 Group strategy and recent initiatives
 Financial performance
10
Agrokor Group: key credit highlights
1
Leading market positions supported by a diverse portfolio of leading banners, brands
and products
2
Vertically integrated business model with local strategic partnerships
3
Strong consumer access supported by broad distribution networks
4
Strong financial results in a resilient industry
5
Modern facilities and cost efficiency
6
Proven expertise and track record of integrating and improving acquired companies
7
Experienced and highly focused management team
11
1
Leading market positions supported by a diverse portfolio of leading
banners, brands and products
Retailing and wholesale
Bosnia and Herzegovina
Slovenia
Serbia
Montenegro
(264 FMCG Retail and Wholesale
Stores)
(493 FMCG Retail and Wholesale
Stores)
(337 FMCG Retail and Wholesale
Stores)
(89 FMCG Retail and Wholesale
Stores)
Banners
Croatia
(796 FMCG Retail and Wholesale
Stores)
32% 1
30%
Market Shares
24%
21%
19%
14%
2
13%
9%
5%
Agrokor
Schwarz
Group
Plodine
Rewe
Group
Agrokor
3%
2%
ITM
(Intermarché)
TUS
Trgovine
Source: Planet Retail, GfK, Valicon
1 31% Agrokor, 1% Mercator.
2 11% Agrokor, 3% Mercator.
3 8% Agrokor, 6% Mercator.
14% 3
11%
2%
Mercator
SPAR /
Interspar
TUS
Trgovine
Mercator Delhaize
Group
2%
DIS Univerexport
1%
Mercator
Lagardère Services
12
1
Leading market positions supported by a diverse portfolio of leading
banners, brands and products
Food manufacturing and distribution
Water and Beverages
Edible Oils and Margarines
Meat and Agriculture
Brands
Ice Cream and Frozen Food
Croatia Serbia
Market Shares1
Ice cream
Croatia Serbia
B&H
>95%
>80%
>80%
Carbonated water >85%
>10%
>45%
Frozen vegetables >75%
>70%
>80%
Non–carbonated
water
>70%
>3%
>35%
Frozen fish
>45%
>70%
Ice tea
>50%
NA
>55%
>75%
>35%
Croatia Serbia
B&H
Edible oil
>70%
>35%
c.20%
Margarines
>85%
>65%
>65%
Mayonnaise
>85%
>45%
>20%
Croatia Serbia
Fresh meat
>45%
NA
B&H
NA
>40%
Dual
Brand
>65%


Private
Label
Frozen pastry
Products
B&H




Note: Market share for retail only excluding wholesale. Wholesale makes up a significant part of Retailing and Wholesale in both Serbia and Bosnia and
Herzegovina
¹ Nielsen, 2014 (December 2013 – November 2014 data included ).
13
2
Vertically integrated business model with local strategic partnerships
Raw Material
Production Process
Product
Distribution
Food Manufacturing and Distribution
Cattle farm
(Belje, PIK
Vrbovec)
Sunflower
fields (Belje)
Meat processing
(PIK Vrbovec)
Top quality
products
Sales
Retailing and Wholesale
Distribution
Sale of products through
other third party retailers
as well as HoReCa segment
Production of
edible oil
(Zvijezda)
Supported by Local
Strategic
Partnerships
 When external
suppliers are used,
Agrokor relies on
strategic
partnerships with
local suppliers for
whom Agrokor is
often the largest
buyer within its
Primary Markets
 Volume of purchase
orders often
enables Agrokor to
have more
favorable terms and
conditions with
suppliers
 Mercator
Acquisition has
further
strengthened these
supplier
partnerships
Benefits of Vertical Integration
 “Full traceability and quality control”
 Reduced reliance on external suppliers
 Flexibility to adjust product portfolio
14
3
Strong consumer access supported by broad distribution networks
Slovenia
Serbia
 Population: 2.1
 493 FMCG Retail and Wholesale stores
 Pika card: >600,000 active users
 Population: 7.2m
 337 FMCG Retail and Wholesale stores
 Superkartika card: >500,000 active users
Store formats
Store formats
Comfort/Mini Neigh. Super
FMCG Retail
Cash & Carry
/ Velpro
6
390
-
62
-
Hyper
Total
22
480
FMCG Retail
2
234
13
Cash & Carry
/ Velpro
-
-
-
-
Total
Comfort/Mini Neigh. Super
493
Hyper
Total
43
43
322
-
-
Total
15
337
Croatia
Bosnia and Herzegovina
 Population: 4.3m
 796 FMCG Retail and Wholesale stores
 MultiPlus card: >900,000 active users
 Population: 3.8m
 264 FMCG Retail and Wholesale stores
 Pika card: >50,000 active users
Store formats
Agrokor
Small
Maxi
Retail
619
47
75
–
741
Velpro
-
-
-
-
23
Mercator
FMCG Retail
Cash & Carry
/ Velpro
Total
Comfort/
Mini Neigh.
1
15
Super
Super
5
Hyper
Hyper
1
Total
Total
Store formats
Montenegro
Small
 Population: 0.6m
 89 FMCG Retail and Wholesale stores
 Pika card: >40,000 active users
Maxi
Super
Hyper
Retail
181
62
16
–
Velpro
-
-
-
-
Total
Total
259
5
264
22
Store formats
10
796
Hyper
Total
FMCG Retail
Comfort/Mini Neigh. Super
0
76
10
2
88
Cash & Carry
/ Velpro
-
-
-
-
Total
Source: Agrokor, 2013 population data from World Bank
1
89
15
4
Strong financial results in a resilient industry
History of resilient growth, outperforming the market
Historical Sales and EBITDA
Agrokor Group (including Mercator) Sales (€bn)1
Agrokor Sales (excluding Mercator) (€bn)1
GDP growth3
Croatia
(2.2)%
(0.9)%
(0.4)%
6.5
4,1
4,0
2,0
2006
4,1
4,0
2014PF²
2012
Agrokor Group (including Mercator) Adjusted EBITDA (€m)
2013
Agrokor Adjusted EBITDA (excluding Mercator) (€m)
407
492
7,7%
6,9%
139
2006
401
Margin (excl. synergies)
2014PF²
2014
401
9,2%
10,1%
9,9%
363
2012
2013
Margin
2014
Pro forma for 12 months Mercator ownership
Source: Agrokor
Note: Amounts converted into € at 7.5 for all years
1 Represents revenue and sales of services.
2 Pro forma adjusted EBITDA Euro amounts were converted into HRK using the average annual exchange rate and reconverted into Euro using the rate of €1 = 7.5HRK.
3 Croatian Bureau of Statistics.
16
5
Modern facilities and cost efficiency
Capex (€m)
Commentary
 The reduction in capex compared to prior periods to 2012 is mainly a result of
— Completion of the capital investment cycle in the Food Manufacturing
and Distribution division, as well as
— Reduction in the rate of expansion of the retail network prior to
Mercator acquisition
 Following the completion of the modernisation initiatives, the majority of
Agrokor1
the discretionary capex has been used for expanding Agrokor’s retail
network, predominantly in Serbia and B&H
 Capex is expected to decrease in Agrokor in 2015 compared to 2014 following
2012
2013
2014
2015E
the completion of the investment cycle in Food Manufacturing and
Distribution and the transaction related effects such as transfer of Serbian
retail operations to Mercator as well as one off integration costs
 Low investment levels in 2012 and 2013 has led to higher capex requirements
as part of the integration process
 After refurbishment, the Mercator stores are expected to have improved
turnover
 For 2015, intention to increase capex to €99.5m in Mercator during 2015,
Mercator
which will mainly be used for the refurbishment and maintenance of the
existing retail units in Slovenia
2012
2013
2014
2015E
Significant capital investment over the past years lowered operating costs and created additional capacity;
positioning Agrokor well for the future
1
Capex from 2003-2014 excludes acquisition capex
17
6
Proven expertise and track record of integrating and
improving acquired companies
Retailing and
wholesale
Proven track record of turning around and integrating small to medium sized bolt-on acquisitions
in Retail, Wholesale and Food Manufacturing
1993
Food
manufacturing and
distribution
1992
1994
2000
2004
2003
2005
2007
2010
2014
Čitluk
Serbia
2004
2014
8,000 tons
80,000+ tons
2003
2014
c.30% market
share
c.75% market
share
18
7
Experienced and highly focused management team
Management board has been with Agrokor for an average of 15 years and has more than 18 years of industry experience
Mr. Ivica Todorić
 President of the Agrokor Group
 Founded Agrokor in 1976
 39 years of industry experience
Mr. Ante Todorić
 EVP for The Retailing Business Group
 Joined Agrokor in 1996
 19 years of industry experience
Mr. Ivan Crnjac
 Member of Management Board and
EVP for Finance, Strategy and
Capital Markets
 Joined Agrokor in 2005
 15 years of industry experience
Mrs. Piruška Canjuga
 EVP for Business Development
 Joined Agrokor in 1996
 19 years of industry experience
Mr. Mislav Galić
 EVP for the Food Business Group
 Joined Agrokor in 1997
 18 years of industry experience
Mr. Hrvoje Balent
 EVP for Sales and Services
 Joined Agrokor in 1997
 18 years of industry experience
19
Agenda
 Company overview
 Key credit highlights
 Group strategy and recent initiatives
 Financial performance
20
Business strategy
Continue building a leading food retailer, distributor and producer through the following primary objectives
Objective
Description
Achievements / examples
Maintain and strengthen
its leading market
positions in its primary
markets1
 Further build on strong brand names and recognition, further develop distribution networks
 Partnered with Slovenian fruit
and build on relationships with local strategic suppliers
 Continue to introduce new projects in response to changing consumer behaviour tastes and
resulting demand
and vegetable producer Rastoder
 Involved customers in the
development of a new ice cream
 Disposed of a number of non-core
Focus on core business
Focus on operating
profitability through
vertical integration and
efficiency measures
 Focus on core Retailing, Wholesale, Food Manufacturing and Distribution divisions
 Continue to upgrade facilities, distribution networks, processes and technology
 Focus on enhancing operating profitability by maximizing synergies through vertical
integration of the business and implementing measures to increase efficiency at both the
subsidiary and parent levels
 Realize synergies available within the group and continue to build upon strategic
businesses such as fleet
maintenance business, an
advertising subsidiary and a
printing and publishing subsidiary
 Pursuing synergies resulting from
combining the operations and
purchasing power of Agrokor and
Mercator
relationships
 Generating cash by improving
Maintain disciplined
earnings and cash flow
oriented approach
 Continue to carefully assess the potential for earnings and cash flow stability and growth
when evaluating the performance of Agrokor’s operations and new investment opportunities
 In the short-term, focus on the Mercator integration and strengthen its regional presence
through combined operations
Further expansion in
existing markets
 In the long-term, capitalize on competitive advantages and the growth potential of existing
markets to continue to strengthen its presence in the SEE, while seeking to maintain strong
focus on profitability
 Export potential of some products and expansion of marketing efforts for these products
1. Primary markets are Croatia, Serbia, Montenegro, Bosnia & Herzegovina and Slovenia
profitability, disposing of noncore assets and businesses, and
maintaining a prudent capital
expenditure policy
 Acquisition of Slovenian food
retailer Mercator in 2014 to
further strengthen its leadership
position benefitting from synergies
 Export potential for water
products
21
Business goals
Synergies
Operating
profitability
Seek to realize synergies arising from the combination of Mercator and Agrokor
Focus on the efficiency of operating businesses (increasing profitability)
Sale of non-core
immovable assets
Explore sale of immovable assets which are not used in the operations of the core businesses
Sale of non-core
operations
Explore sale of stakes in companies whose businesses do not represent the core activity of the group
Indebtedness
Prolong maturity profile
Investments
Apply prudent capital discipline
Business
development
Develop an online platform which has the potential of becoming a significant value driver
22
Agenda
 Company overview
 Key credit highlights
 Group strategy and recent initiatives
 Financial performance
23
Agrokor (excluding Mercator)
Historical financial performance
Adjusted EBITDA and margin
Consolidated sales1
317
(€m)
3.530
917
357
3.534
396
422
CAGR: 2.8%
3.966
3.874
950
865
949
442
471
4.019
4,052
972
999
8.3%
(€m)
Net Sales Area
(sqm 000)
291
139
2.613
2.669
2.924
2009
2010
2011
3.017
3.047
Retailing and wholesale
2013
9.9%
407
401
233
204
174
197
9,2%
356
363
153
183
198
169
173
165
2011
2012
2013
2014
Food manufacturing and other
322
3,053
152
2012
10,1%
9,2%
9,1%
2009
2010
Retailing and wholesale
2014
Food manufacturing and other
Consolidated EBITDA margin (%)
Capex
Working Capital
332
68
225
60
(€m)
47
225
220
99
69
191
8
265
210
178
127
2009
2010
2011
Capital expenditures
2012
151
2013
182
2014 2
Acquisitions
¹ Excluding intersegment sales
² ‘Restricted subsidiaries’ numbers from Agrokor Group FY-14 report
Note: Amounts converted into € at 7.5 for all years
504
498
534
494
553
(1.028)
(30)
2009
657
760
767
649
640
629
683
(1.116)
(1.290)
(1.562)
(1.698)
(1.666)
(65)
2010
(107)
2011
(264)
2012
(309)
2013
(216)
2
2014
(€m)
270
Accounts Payable
Inventory
Accounts Receivable
24
Mercator
Historical financial performance
Sales
Adjusted EBITDA and margin
806
778
2.873
2.766
391
360
2.482
2.406
2.261
2012
2013
2014
4,0%
3,9%
782
111
3,8%
110
2.654
100
393
(€m)
(€m)
Net Sales Area
(sqm 000)
Fast Moving Consumer Goods
2012
Other
Capex¹
2013
EBITDA
2014
EBITDA margin (%)
Working Capital
86
67
58
22
30
35
12
230
235
254
268
265
257
(675)
(687)
(714)
10
9
9
15
3
10
(177)
(188)
(203)
2012
2013
2014
2012
2013
2014
Maintenance
Growth
Refurbishment
Store Acquisitions
Trade and other payables
¹ Capex split calculated from percentage split given in Mercator annual reports
Note: As reported by Mercator; does not take into account intra-group transfers or required antitrust disposals
Inventories
Trade and other receivables
25
Agrokor & Mercator
Pro Forma Financials
Year ended 31-Dec, 2014
Agrokor¹ (excluding
Mercator)
€m
Sales
3,983.2
PF Adjusted EBITDA
Acquisition
Adjustments
Mercator²
2,667.0
394.3
86.4
Pro Forma
(289.1)
6,361.1
11.6
492.2
Synergies³
130.0
PF Adjusted EBITDA adjusted incl.
synergies
622.2
650
550
450
86.4
11.6
Mercator
Acquisition Adjustments
130.0
622,2
Synergies
Pro Forma incl. Synergies
492,2
394,3
350
250
150
50
-50
Agrokor
Pro Forma
¹ Reflects Agrokor restricted subsidiaries
² Reclassified from the consolidated income statement of Mercator in order to ensure consistency with the classification of equivalent balances within the consolidated income statement of Agrokor
³ Measures, including the execution of contracts and implementing certain organizational changes. Estimated net-cost synergies for 2015 of approximately €130m takes into account HRK 20m (€2.7m) of opex in
non-recurring costs to realize these synergies. We also incurred certain non-recurring costs (opex and capex) of approximately €12.5 million in 2014 related to the Mercator integration, some of which
contributed to synergy realization in 2015. For the purposes of the application of the adjustment to pro forma Adjusted EBITDA related to expected synergies for FY 2015, net synergies realized in FY 2014 have
been subtracted. In addition, amounts have been subject to rounding. The estimated expected synergies and cost savings for 2015 presented herein are for informational purposes only. This information does
not purport to be a projection of our results of operations for 2015 for any future period. Costs incurred to realize the synergies may outweigh any benefits. See slide 14 for more information.
Note: Amounts converted into € at 7.63
26
Appendix A: Supplementary Financial Information
27
Agrokor (excluding Mercator)
Historical financial performance by segments
Retailing and wholesale
Food manufacturing and distribution
Sales1
Sales1
2.613
2009
2.669
2010
3.047
123
3.159
142
3.193
146
3,196
143
1.214
2.924
2011
External sales
3.017
2012
3.047
2013
3,053
2014
2009
1.558
1.508
1.479
731
742
682
680
1.308
546
668
685
782
816
826
799
2009
2010
2011
2012
2013
2014
External sales
Intersegment sales
Adjusted EBITDA2
6,1%
169
2010
EBITDA
5,7%
173
2011
6.2%
5,2%
165
2012
15,9%
5,4%
174
14,1%
2013
EBITDA margin (%)²
1. Including intersegment sales.
2. EBITDA over sales including intersegment sales.
Note: Amounts converted into € at 7.5 for all years
13,2%
13,2%
13,4%
200
209
2011
2012
2013
EBITDA margin (%)²
197
(€m)
(€m)
152
1.513
623
Intersegment sales
Adjusted EBITDA2
5,6%
(€m)
2.779
110
(€m)
2.727
114
2014
171
173
2009
2010
EBITDA
240
12.8%
190
2014
28