Roadshow presentation - November 2018 - CFT Group
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Roadshow presentation November 2018
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Disclaimer 2
This report (the “Report”) was drawn up and supplied by CFT S.p.A. (the “Company”) for information and illustrative purposes only. Therefore, the Report
does not represent, nor can it be intended in any way as, a proposal for the conclusion of a contract, an offer to the public of financial products, advice or a
recommendation to buy or sell any financial product, or an invitation to invest.
The information contained in this Report shall not be considered complete and exhaustive, and the accuracy of the information cannot be guaranteed in any
way. It should also be noted that the information contained in this Report and/or the assessments set out therein have not been subject to any verification
by independent experts or auditors.
The Report’s drafting was based on data and information held by the Company and/or publicly available, and on parameters and assumptions established in
good faith by the Company. However, such parameters and assumptions are not the only ones that could have been selected for the purpose of preparing
the Report, and consequently the application of further parameters and assumptions, as well as the existence of different market conditions, might lead to
analyses and evaluations that differ in part or entirely from those contained in the Report.
Part of the information contained in the Report concerns future expectations and/or forecasts. Such information is based on estimates and projections by
Company management, and by its very nature inevitably entails risks and uncertainties, since it refers to future events and circumstances. The actual
results, performance and returns of the Company may substantially vary from those indicated in this Report or underlying such information.
The content of this Report is also subject to amendments and/or updates, without the Company being held responsible for preventively or subsequently
notifying such changes, in the event that said amendments and/or additions become necessary or appropriate.
In any case, the content of this Report may not in any way be construed as a guarantee or an indication of the actual future economic and financial results
of the Company. Therefore, insofar as the law permits, the Company and its representatives, managers, employees and consultants, shall not issue any
statement, offer any guarantee, take on any obligation, or assume any responsibility, concerning the accuracy, adequacy, completeness or updating of the
information contained in the Report, or concerning any error, omission, inaccuracy or negligence present in the Report.
This Report is the exclusive property of the Company; the Report and the information contained therein may not be copied, transferred, transcribed,
distributed, published, reproduced or used for commercial purposes without the prior written authorization of the Company.
LEADERS INNOVATE
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Agenda 3
▪ CFT Group overview
▪ Financial highlights
▪ Strategic guidelines
▪ Appendix
LEADERS INNOVATE
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CFT in the food & beverage value chain 4
Restaurants
Farm Food and beverage Grocery
Distribution Consumer
Ranch producers Food Service
Commissary
Sorting Processing Packaging
LEADING CONSOLIDATOR OF
PROCESSING, PACKAGING
AND SORTING TECHNOLOGIES
IN THE FOOD AND BEVERAGE
MACHINERY SECTOR
LEADERS INNOVATE
CFT well positioned to benefit of positive megatrends and key PAGE NUMBER
5
drivers
• FOOD SAFETY
• HEALTHY AND HIGH QUALITY
• CONVENIENCE
CONSUMER • SMART PACKAGING
NEEDS • READY TO EAT
URBANIZATION AND
GROWING MIDDLE CLASS
• SAFETY AND QUALITY CONTROL
• ENERGY CONSUMPTION REDUCTION
FOOD • LABOR COST MINIMIZATION
PRODUCERS • INCREASING PRODUCTIVITY
NEEDS • REDUCE DOWNTIME
• CERTIFIED ASEPTIC PROCESSES AND
SORTING SOLUTIONS
CFT • ENERGY SAVING MACHINES
SOLUTIONS • COMPLETE AUTOMATION
ENERGY SCARCITY AND
STRICTER ENVIRONMENTAL • GLOBAL SERVICE AND SUPPORT
REGULATIONS
LEADERS INNOVATE
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CFT in a nutshell 6
OUTSTANDING GLOBAL PRESENCE & STRONG INTEGRATION
TRACKRECORD CUSTOMER BASE CAPABILITIES
INTEGRATED LEADER IN
PLATFORM INNOVATION
TAILORED TO
GLOBAL
CUSTOMER
EXPERTISE
NEEDS
DIVERSIFIED COMPLETE
CUSTOMER PRODUCT
BASE PORTFOLIO
TOP CUSTOMERS REVENUES >10% CAGR LOW CUSTOMER 4 NEW ACQUISITIONS
2012-2017 CONCENTRATION IN 2018
EBITDA > 15% CAGR >85% REVENUES FROM 80 M€
2012-2017 EXPORT M&A FIREPOWER
LEADERS INNOVATE
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Revenues breakdown 7
207 M€(1) 122 M€ 61 M€ 24 M€
CFT GROUP PROCESSING PACKAGING SORTING
• Machinery and systems for • Packaging and bottling • Optical sorting and inspection
Technology processing raw materials into machinery for liquid and viscous systems for performing quality
semi-finished and/or finished products control activities
products
Time to Market ~ 5/6 months ~ 5/6 months ~ 2/3 months
Strengths • Market leader in the Tomato • Diversification of technologies and • Strong market growth
processing business processable products • High profit margins
• High capacity plants • Opportunity to sell complete lines • Leader in the salad market
• Development in the craft brewery • Integration with the Processing
industry Division
• Highly recognized positioning in
beer market
(1) 2017 Revenue (source: consolidated financial statements)
LEADERS INNOVATE
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Highly diversified and premium customer base 8
Germany
Italy
Denmark GEOGRAPHICAL
Russia DIVERSIFICATION
Spain
Sales in over 90
countries
Holland worldwide. Over
86% of revenue
is generated
abroad
Japan
USA
LOW CUSTOMER
China CONCENTRATION
Due to the multi-
Chile India year nature of
investments, the
customer
portfolio is
constantly
growing.
The leading 5
customers
Algeria
Argentina generate less
Australia
than 25% of
turnover and
they change
year on year
LEADERS INNOVATE
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Strong M&A activities in 2018 9
Leader in the beer kegging sector
• Completion of the Beverages product range, and particularly in the beer
keg filling
Acquisition of • Strong commercial and industrial synergies
Revenues • Business integration with the German subsidiary Rolec Prozess und
61.72% for 25 M€ -
- 100% call option 33 M€ Brautechnik Gmbh for turnkey beer systems
Entry into the secondary packaging market
• Completion of the End-of-Line range with the supply of wrap-around
packers and shrink-wrap machines
Acquisition of 51%
Revenues • Business integration in CFT turnkey lines
for 4 M€ - 100% • Global market expansion through CFT Group’s sales team
call option
6 M€
Business integration of high-added-value manufacturing
activities
• Improved time and cost efficiency in critical value chain activities
Acquisition of 75% Revenues • Business integration of a CFT-partner supplier of more than 10 years’
for 2 M€ 6 M€ standing
• High level of service and supply reliability for all Group companies
LEADERS INNOVATE
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Agenda 10
▪ CFT Group overview
▪ Financial highlights
▪ Strategic guidelines
▪ Appendix
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Pro-forma financial highlights 2018 11
HY1-2018 PRO FORMA (1) REVENUES BY BUSINESS
BEVERAGES
REVENUES 122 M€ 44%
EBITDA 10,8 M€
NFP - 8 M€
FOOD &
LIQUID FOOD
(cash positive) 54%
NET INCOME
adjusted (2)
4.4 M€
NON FOOD
2%
▪ Pro-forma Revenues in the first half of 2018 amounted to around ▪ The Beer segment, further strengthened by the acquisition of
122 M€ Comac, proves to be the CFT Group’s primary market
▪ The Pro-forma Net Financial Position amounted to 8 M€ cash ▪ Owing to the contribution provided by Raytec Vision and the
positive, mostly as a result of Glenalta’s capital contribution development of multi-purpose machines in the Processing
division, Fruit & Vegetable plants account for more than
▪ In order to comply with the applicable best practices, a project is 25% of 2018 pro-forma revenues
underway aimed at a transition to IAS/IFRS international
accounting standards, starting with the 2018 financial ▪ The Tomato sector has fallen to 17% of pro-forma revenues
statements in 2018, owing to the diversification strategy pursued in recent
years
(1) Pro-forma data include asset unbundling, the merger with Glenalta S.p.A and results for the companies acquired in 2018
(2) Adjusted net profit is obtained by adjusting the amortisation relating to goodwill arising from merger and acquisition operations
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Strong growth in other business; tomato affected by cyclicality 12
2018 Revenues of machines and
plants are forecasted to be up on the
previous year, specifically:
• A strong rise in sales volumes in
the Beer business, thanks also to
the acquisition of Comac
• Significant growth in the Fruit &
Vegetables business, in
particular in Sorting technology
• The substantial development of
the Milk & Dairy business,
mainly within the Processing
division
• A significant reduction in the
Tomato business due to
cyclicality
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Tomato business traditionally cyclical 13
World production of tomatoes for processing(1)
▪ The tomato processing market is characterised by high volatility, ▪ The sales volume of full lines and machines for tomato
mainly due to climatic factors processing is affected by the volatility of the underlying market
▪ The variable volume of processed product against substantially ▪ The diversification strategy implemented over the past few
stable demand causes strong price fluctuation that affects years has allowed CFT Group to continue growing despite the
profitability for tomato by-product producers, and as a high volatility of Tomato Processing turnover
consequence affects their ability to invest in new production
facilities.
(1) Fonte: World Tomato Processing Congress
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Positive outlook for 2019 14
• Strong trend of order intake
continuing also in 2018 with a
considerable number of
negotiations currently underway
• CFT group backlog1 as of
October 31st 2018, expected to
be invoiced in 2019, 2% higher
than as of October 31st 2017
• Backlog related to the tomato
business 10 M€ higher than
the previous year
(1) Considering 2018 acquisitions on a like for like basis
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Agenda 15
▪ CFT Group overview
▪ Financial highlights
▪ Strategic guidelines
▪ Appendix
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Moving forward on our goal … 16
2012 EBITDA MARGIN 6,5%÷7% REVENUES
Turnaround
First M&A deals
2018 EBITDA MARGIN 8%÷9%
100 M€ Acquisition line
Strong M&A Activity
Full potential of synergies 8%
CAGR
Investments 69 M€
2022 EBITDA MARGIN 10%-11%
Divestments 19 M€
… to become the Italian leading Food & Beverage Technology Solution Provider
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CFT mid-term guidance 17
Forecast Target
2018 ORGANIC GROWTH ACQUISITIONS 2022
REVENUES
> 4% CAGR 60M€ - 70M€
More than More than
240 FOCUS ON:
• Sorting
FOCUS ON:
• Integration in CFT complete 350
M€ • End of line & Robotics lines M€
• Core businesses • Commercial synergies
Growth opportunities through acquisitions and internal development
From
+1% +1% From
EBITDA
8,0% FOCUS ON: FOCUS ON:
10,0%
to
to • Procurement efficiency • Higher profitability
9,0% • Industrial synergies
• Better product mix
• «Fill the gap» with new
technologies
11,0%
Profitability improvement through industrial synergies and different product mix
LEADERS INNOVATESignificant room for growth through acquisitions and internal PAGE NUMBER
18
development
PRIMARY PRODUCT SECONDARY
SORTING PROCESSING
PACKAGING TREATMENT PACKAGING
▪ In the Sorting sector, thanks to Raytec
Tomato Vision, CFT Group can provide high
Fruits & processed
technology optical sorting and quality
vegetables control solutions for several products in
the Food sector
FOOD Fresh vegetables
▪ With over 70 years of experience of
Edible oil Rossi&Catelli and Manzini brands, CFT is
leader in the food Processing sector
Cheese
▪ In the Primary Packaging sector, CFT
(1) provides filling and seaming solutions
Milk for several products and container types
Milk-based products
▪ With the acquisition of Packaging del
Sur, the CFT Group is able to offer
Formulated products solutions in Secondary Packaging that
LIQUID FOOD can be used for a wide variety of
Yogurt products
▪ The Product Treatment Division’s
Baby food
heat-treatment machines can be used
Plant based drinks right across the food & beverage lines
offered by CFT group
Beer
Spirits
BEVERAGES
Water TECHNOLOGICAL
LEADERSHIP
Soft drinks PRESENT WITH GROWTH
OPPORTUNITIES
NON FOOD Lube oil (1) X-ray technologies
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Growing revenues streams 19
~60% COMPLETE LINES DEVELOPMENT FOOD BEVERAGE
• Engineering excellence
• Tailor-made solutions
• Long-term relationship with customers
• Integration of single machines in CFT complete lines
~ 25%
GROWTH OF SINGLE MACHINES
• Limited investments
• High profitability
• Directly managed by each legal entity
• Growth of installed base
~ 15% FOCUS ON AFTER SALES
• High profitability MAIN TARGET: INCREASE
• Recurring sales RECURRING REVENUES AND
• Preventive and predictive maintenance programs IMPROVE GROUP PROFITABILITY
LEADERS INNOVATEPAGE NUMBER
Agenda 20
▪ CFT Group overview
▪ Financial highlights
▪ Strategic guidelines
▪ Appendix
LEADERS INNOVATEPAGE NUMBER
History of the CFT Group 21
In the 1970s, CFT
launched the
In 2016 CFT In 2018, the merger
In 1945 Camillo Vesuvio peeler, The 1990s saw a boom in In 2012, CFT and CFT
In 2007, after the winding invested in Rolec, with Glenalta (a SPAC)
Catelli started the Venus and tomato processing in Packaging merged into a
up of the JV with Sacmi, a German was finalized, resulting
manufacturing Califfo evaporators China- and Rossi & Catelli single company providing
Raytec and FBR Elpo brewery plant in approximately 80 M€
and the Stematic strengthened their both processing and
tomato processing remained part of the CFT manufacturer, of capital being raised.
Long Run and industrial presence in the packaging solutions.
machinery, setting Group. The first branches with a view to Since 30 July 2018,
Olimpic sterilizers, sector, also through the
up the Rossi & Catelli were established in China In 2013, FBR Elpo was strengthening its CFT has been listed on
with various acquisition of FBR Elpo and Ukraine. sold. presence in this the AIM Italia market.
Company applications in the
sector.
dairy sector
In 2015 CFT sold In 2017 Levati Food
In 2001 the Sacmi & Catelli JV was created, In 2011, SBC was Tech, a company Acquisitions have
Bertoli (pumps and
In the 1980s owned by Sacmi (60%) and the Catelli family acquired and CFT specializing in continued throughout
homogenizers) to
In 1957 the innovation (40%), with the purpose of making expanded into the pasteurisation and 2018 - ADR,
the Interpump
patent of the continued with acquisitions within the processing & beverages sector. sterilization processes, Packaging del Sur
Group.
first evaporator new products packaging sectors. In 2001 Raytec Vision as well as end-of-line and Comac have
was established, and FBR Elpo joined the JV The End-of-Line and
was registered such as the processes, was joined the Group and
in 2003. Product Treatment
Eldorado acquired. a minority stake in
Divisions were
enzymatic In 2005 Rossi & Catelli acquired Manzini and Furthermore, the Milk Project has been
established, this
inactivator Comaco. In 2006 CFT Packaging was set up Technagro partnership acquired.
operation also
by merging Comaco and Sima, a company comprising the was strengthened as
acquired in the same year. Rossi & Catelli acquisition of Labs the latter company
and Manzini together became CFT. joined the CFT Group
Since 1945, CFT has developed extensive know-how in the design and manufacture of machinery for the food industry, in both the processing and packaging sectors. Continuous
investment in the development of new technologies, together with the acquisition of leading brands in their respective sectors, have led CFT to become a leading group operating
internationally, and one that offers a complete range of products based on the most advanced technologies.
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Focus 2016-2018 22
Business combination announcement
Feb 27
Co.Mac
Investor presentation Jul 17
Apr 5 First day of trading
on the AIM Italia
Rolec Levati ADR
Market
Nov 4 Jun 22 Apr 16 Jul 30
Labs Techn'agro Packaging Del Sur Milk Project
Nov 17 Jul 5 May 5 Aug 2
2016 Nov 2017 Mar May Jul Sep Nov 2018 Mar May Jul 2018
60% 100% 80% 70% 75% 51.03% 61.72% 40%
LEADERS INNOVATEPAGE NUMBER
Strategic view and key investments 23
PROCESSED PRODUCTS STRATEGIC CHOICE TECHNOLOGY STRATEGIC CHOICE
Tomato
Advanced robotics INTERNAL
Fruits & processed solutions DEVELOPMENT
vegetables
INTERNAL INTERNAL
FOOD Fresh vegetables DEVELOPMENT DEVELOPMENT +
SECONDARY
PACKAGING Packers M&A
Edible oil
Cheese
INTERNAL ……. Strengthening of the
DEVELOPMENT + secondary packaging
Milk M&A sector and integration in
CFT turnkey product
Milk based lines
products
Formulated products Strengthening the Milk &
LIQUID OPERATIONS STRATEGIC CHOICE
Dairy sector by broadening
FOOD the product portfolio
Yogurt
(production of fresh cheese)
and effective commercial
Baby food synergies
…….
Plant based drinks
SUPPLY CHAIN
INTEGRATION
Beer M&A Mechanical M&A
constructions
Spirits
BEVERAGES
Completion of the product Improved
Water
range in the Beverages competitiveness as a
sector, in particular that of result of the
Soft drinks beer, following entry into internalization of high-
the KEG market added-value key
activities
NON FOOD Lube oil (manufacturing
activities)
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CFT global footprint 24
70.00% - Techn’Agro 60.00% - Rolec Prozess und brautechnik
100.0% - GEV Ejendomme APS
100.0% - CFT Packaging USA
Rep. Office - CFT Moscow
100.0% - CFT Ukraine
CFT S.p.A 100.0% - CFT Tjanjin
75.00% - Raytec
- 50.0% - Raynext
35.00% - CFT Asia Pacific
- 24.0% - Gemini
- 100 % - CFT Vietnam
- 5.00% - DNA Phone
- 1.08% - Xnext
61.72% - Co.Mac(1)
100.0% - CFT India
- 100 % - MC Inox
- 33.3% - Comac Pro
80.00% - Levati Food Tech (2)
- 100% - CFT Elettrica
100.0% - Labs
75.00% - ADR
100.0% - RAL Immobiliare (3)
100.0% - CFT Brazil
40.00% - Milk Project (4)
99.90% - CFT Iberica
51.03% - Packaging del Sur
Sales office
Production facilities
(1) Part of the group since 2 Aug. 2018
(2) At 30 June 2018 the equity investment was 75% of the capital
(3) Company spin-off after 30 June 2018
(4) Part of the group since 10 Sept. 2018
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Corporate organizational chart 25
CFT Spa
Acquisitions in 2018
60% 100% 100%
Rolec CFT Ukraine CFT Brasil Co.Mac 61,72%
80% 100% 100% 100%
Levati Food Tech CFT Packaging USA CFT India MC Inox
100% 70% 100%
CFT Elettrica GEV Ejendomme 51,03%
Technagro Packagin del Sur
APS
100% 100% 35%
75%
Labs CFT Tianjin CFT Asia Pacific (2)
ADR
75%
100%
Raytec (1) Other minor 40%
investments RAL Immobiliare (3)
Milk Project
50%
Raynext
1)Raytec also holds 24% of Gemini, 5% of DNA Phone and 1,08% of Xnext;
2) CFT Asia Pacific holds 100% of CFT Vietnam; 3) Real estate company subject to spin-off
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Business overview – Technologies and brands 26
SORTING PROCESSING PRIMARY
PACKAGING
PRODUCT SECONDARY
TREATMENT PACKAGING
LEADERS INNOVATEPAGE NUMBER
Business overview – Product portfolio 27
TECHNOLOGY MACHINES
Optical sorting and inspection systems Optical sorters with cameras and pulsed-light sensors, X-ray
SORTING
for quality control operations machines and systems for inspecting food in cans, jars or bags
Machinery and systems for processing Receiving and washing systems, peelers, choppers, extractors,
PROCESSING raw materials into semi-finished and/or refiners, mixer, cookers, evaporators, sterilizers, pasteurizers,
finished products aseptic fillers, processed cheese systems, breweries
PRIMARY Packaging and bottling machinery for Volumetric, weight, telescopic, rotary, gas and vacuum fillers,
PACKAGING liquid and viscous products electronic and vacuum seamers
PRODUCT Tunnel pasteurisers, spirals, freezers, dryers, batch retorts, air
Heat treatment solutions
TREATMENT separators, cooling system, portion formers
SECONDARY End of line, wrapping and palletizing Palletizers and depalletizers, packers, pick and place, robotic
PACKAGING machines systems
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Shareholding Structure 28
SHARE CAPITAL VOTING RIGHTS
2.20% 1.66%
36.97%
14.58% 18.41%
49.19%
14.58%
18.41%
14.58%
4.86% 6.14%
18.41%
On 27 February 2018 a new, renewable five-year shareholders’ agreement was drawn up, whereby RPC, A lock-up agreement is provided for the shareholders of RPC, A.E.A., Ma.Li and F&B Capital
A.E.A., Ma.Li and F&B Capital Investment’s shareholders undertake to: Investment :
▪ refrain from transferring any of the post-merger company’s ordinary shares, or the rights associated • in the case of ordinary shares, for a period of 36 months from the effective date of the
with such shares, for a three-year period;
merger;
▪ guarantee a pre-emption right, which may be exercised under certain terms and conditions, to the
• in the case of multiple voting shares, for a period of 48 months from the effective date
other parties to the shareholders’ agreement, in the event of any share transfer by any one of CFT’s
of the merger.
shareholders;
A lock-up agreement is provided for Glenalta Promoter:
▪ submit a single joint list for the appointment of the Board of Directors, with the name of Roberto Catelli
as the first on the list; • with regard to the ordinary shares held in the post-merger company and originating from
the conversion of the special shares within the scope of the merger or subsequent to the
▪ exercise the right to vote in compliance with the provisions of said shareholders’ agreement; hence, a
effective date of the merger, for a period of 18 months starting on the date of their
voting committee is established, consisting of a representative for each CFT shareholder. The chairman
conversion into ordinary shares of the post-merger company.
of this committee shall be Roberto Catelli.
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Governance 29
BOARD OF DIRECTORS BOARD OF STATUTORY AUDITORS
Guido Riccardi
Roberto Catelli Stefano Malagoli Chairman
Chairman Director
Andrea Foschi
Adele Catelli Angelo Anedda Standing statutory
Alessandro Merusi Director Standing statutory auditor
CEO auditor
Daniele Raynaud
Martino Pozzi Independent AUDITING FIRM
CFO director
PricewaterhouseCoopers
S.p.A
Stefano Rossi
Livia Catelli Independent
Director director
Gino Lugli
Director
LEADERS INNOVATECFT S.p.A.
Via Paradigna, 94/A - 43122 Parma - Italy
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