Strategic rationale for the acquisitions
Pro forma Income Statement (Oct-23 LTM)
Oct-23 LTM; $m
Metcash
Pre-Acquisition &
Equity Raising¹
Superior Food
Bianco
Alpine Truss
Sales revenue (including charge-through sales)
Underlying EBITDA (Pre-AASB16) pre-synergies³
18,190.7
1,271.3
120.3
46.0
Placement,
Net Debt
Funding
Metcash
Pro forma
19,628.0
556.4
43.8
13.9
10.6
624.7
Annualised synergies*
14.0
2.4
2.7
19.1
Underlying EBITDA (Pre-AASB16) incl. synergies
556.4
57.8
16.3
13.3
643.8
AASB16 adjustments
119.2
11.8
3.0
1.0
135.0
Underlying EBITDA (Post-AASB16) incl. synergies
675.6
69.6
19.3
14.3
778.8
Depreciation and amortisation
(183.4)
(19.4)
(3.9)
(1.1)
(207.8)
Underlying EBIT (Post-AASB16)
492.2
50.2
15.4
13.2
571.0
Net finance costs
Tax
Non-controlling interest
(82.8)
(2.8)5
(0.8)5
(0.3)5
(15.3)
(102.0)
(118.4)
(14.2)
(4.4)
(3.9)
4.6
(136.3)
(0.9)
(0.9)
Underlying profit after tax (Post-AASB16)
290.1
33.2
10.2
9.0
(10.7)
331.8
Current shares on issue (m shares)7
Underlying EPS (cents per share)7
984.1
29.5
89.6°
1,073.6
30.9
1.
2.
The financial information presented in the above table does not include the potential impact of acquisition accounting that will be applied by Metcash at the completion of each acquisition.
This column represents Metcash's actual reported results for the 12 months ended October 2023 (Oct-2023 LTM) (prior to the Acquisitions and Equity Raising).
Reflects Bianco pro forma incremental sales (measured after elimination of existing wholesale sales from IHG to Bianco), based on the Oct-2023 LTM results.
3.
4.
5.
6.
Metcash
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
7.
8.
Metcash EBITDA (pre-AASB16) of $556.4m is estimated as reported EBITDA less ROU depreciation. Superior Food, Bianco & Alpine Truss underlying EBITDA (pre-AASB16) pre-synergies of $43.8m, $13.9m and $10.6m respectively reflect normalised Oct-2023 LTM results.
Aggregate synergies of $19.1m reflect the annualised (run-rate) synergies that are expected to be achieved at the end of year 2 post completion. Refer to slides 29, 32, 33 for further details.
Net finance costs for each acquired business reflect AASB16 lease interest only.
The net finance costs of $15.3m reflect the Acquisitions occurring on a cash/debt free basis, as follows:
The net finance costs include: A) The pro forma finance costs associated with the Total Acquisitions EV of $536.2m (excluding payment of the Superior Food contingent earn-out), plus B) The pro forma finance costs associated with the transaction costs of $19.0m, and less C)
The finance cost benefit from the Placement proceeds of $300.0m, all on a full year basis at an incremental all-in borrowing cost of 6.0%.
The net finance costs in relation to funding the Superior Food acquisition are presented in this table on a pre earn-out basis, corresponding to an acquisition EV of $390.0m. Alternatively, if Superior Food achieves the maximum earn-out EBITDA of $46.0m and the maximum
earn-out of $22.3m is payable (refer purchase price details in Appendix A), then this will correspond to an EV for Superior Food of $412.3m and Metcash's pro forma Underlying EPS would be 31.0 cents (calculated using Superior Food's FY24E EBITDA of $46.0m).
The current shares on issue of 984.1m are as at 2 February 2024, reflecting 7.0m shares issued under the Dividend Reinvestment Plan in relation to the 1H24 interim dividend. Underlying EPS calculated based on current shares on issue.
Calculated based on a $300m placement size and issue price of $3.35 per share.
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