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Financial review

Growth above guided range and record adjusted EBITDA margin.

Frank Herzog – Chief Financial Officer (photo)

“In 2021 we achieved growth in all regions. We continued our track record of strong cash generation while investing in new production capacity and increasing the number of filling machines in the field.”

Frank Herzog

Chief Financial Officer

Financial performance

Revenue

Strong revenue performance in 2021 was underpinned by our broad geographic reach and our key role in the supply chain for essential food and beverages. Core revenue increased by 6.6% on a like-for-like constant currency basis (13.9% as reported) to reach €2,046.8 million. Total revenue increased by 6.2% on a like-for-like constant currency basis (13.5% as reported). For an explanation of our like-for-like revenue definition, refer to the section “Other” below. The acquisition of the remaining 50% of the shares of the joint ventures in the Middle East (“the JV acquisition”) at the end of February 2021 contributed €166 million of incremental revenue to the Group.

Revenue growth in the segments

CORE REVENUE 20211 by segment

Core revenue by segment (pie chart)

SLEEVE AND CLOSURE REVENUE 2021 by end market

Sleeve & closure revenue by end market (pie chart)

1 Europe: The sum of core revenue of EMEA for the first two months of 2021 (€119 million) and core revenue of Europe for the last ten months of 2021 (€616 million). MEA: Core revenue for the last ten months of 2021 (since acquisition).

In Europe, revenue in 2021 was 2.1% higher on a like-for-like constant currency basis. In 2021, while the stockpiling effects experienced in 2020 at the onset of the COVID-19 crisis did not recur, the business continued to benefit from a relatively high level of demand as people continued to work from home.

In the Middle East and Africa, like-for-like constant currency growth for the ten months to December 2021 was 0.8%. Growth was achieved despite the impact of COVID‑19 on the non-carbonated soft drinks market, with schools closed and lower out-of-home consumption. In addition, drought in South Africa in the first half of the year temporarily affected the liquid dairy business.

In Asia Pacific, core revenue in 2021 was 8.2% higher on a like-for-like constant currency basis. Market conditions in China returned to more normal levels with demand for white milk benefiting from its acknowledged health benefits. Countries in South-East Asia continued to be affected by COVID‑19 for most of the year but revenue held up well, supported by customer wins and a focus on innovation and sustainability.

The Americas saw exceptional growth of 19.4% at constant currency, reflecting the contribution of filling machines deployed in Brazil in the course of 2020. At-home consumption continued to drive demand in both Brazil and Mexico. Revenue in the USA benefited from the re-opening of restaurants and a re-stocking of food service products packed in SIG cartons.

SIG revenue split1

SIG revenue split (illustration)
1 Revenue split based on revenue generated through sale of filler system components and sleeves and closures for 2021.

Seasonality

The Group’s business experiences moderate seasonal fluctuations, primarily due to seasonal consumption patterns and performance incentive programmes relating to sleeves that generally end in the fourth quarter. Customers tend to purchase additional sleeves prior to the end of the year to meet seasonal demand and to avail themselves of annual volume rebates, typically resulting in higher sales during the fourth quarter. Historically, this has resulted in relatively low sales in the first quarter.

ADJUSTED EBITDA 20211 by segment

Adjusted EBITDA by segment (pie chart)

NET CAPEX 20212 by segment

Net capex by segment (pie chart)

FILLING MACHINES 2021 in field (units)

Fillers in field (pie chart)

1 Europe: The sum of adjusted EBITDA of EMEA for the first two months of 2021 (€38 million) and adjusted EBITDA of Europe for the last ten months of 2021 (€204 million). MEA: Adjusted EBITDA for the last ten months of 2021 (since acquisition).

2 Europe: The sum of net capex of EMEA for the first two months of 2021 (€10 million) and net capex of Europe for the last ten months of 2021 (€44 million). MEA: Net capex for the last ten months of 2021 (since acquisition).

EBITDA

Adjusted EBITDA margin1

 

 

As of
31 Dec. 2021

 

As of
31 Dec. 2020

EMEA

 

32.2%

 

34.4%

Europe

 

33.1%

 

MEA

 

31.1%

 

APAC

 

30.0%

 

31.6%

Americas

 

26.5%

 

22.7%

SIG Group

 

27.7%

 

27.4%

1

Adjusted EBITDA divided by revenue from transactions with external customers.

Adjusted EBITDA increased by €72.3 million, from €498.3 million in 2020 to €570.6 million in 2021. The increase was primarily driven by a top line contribution of €47.1 million reflecting the factors described above. The JV acquisition contributed a €33.7 million net increase to adjusted EBITDA. These positive impacts were partially offset by year-on-year increases in raw material prices, which began to be felt in the second half of the year (€2.6 million), negative foreign exchange impacts (€4.7 million) and negative production efficiencies (€2.4 million), primarily related to higher freight and energy costs. Total SG&A costs as a percentage of revenue decreased to 13.2% in 2021 compared with 14.1% in 2020.

EBITDA increased by €112.7 million to €562.4 million. This increase was primarily driven by the factors affecting adjusted EBITDA described above. In addition to the adjusted EBITDA contribution, the increase is also attributable to a net year-on-year positive impact related to the paper mill divestment in New Zealand (€38.0 million negative impact in 2020 versus €21.9 million of negative impact in 2021), net positive impacts from the JV acquisition accounting adjustments (€31.9 million) and the recognition in 2021 of indirect tax recoveries of €10.3 million. These positive effects were partly offset by lower unrealised hedging benefits (€13.7 million).

The adjusted EBITDA margin of the former EMEA and new Europe segments benefited from gains relating to raw material hedge contracts, which offset incremental freight and energy costs. In APAC, the adjusted EBITDA margin was negatively impacted by higher raw material spot prices. The positive hedging effects related to the raw material headwinds are reported in the former segment EMEA and now in Europe. A continuing negative impact of currencies on the adjusted EBITDA margin in the Americas was more than offset by the positive top line contribution.

Capex

Net capex as a percentage of total revenue decreased from 8.0% in 2020 to 6.9% in 2021. Investments in property, plant and equipment increased, primarily relating to equipment in European sleeves production plants and to equipment to be used in the new plant currently under construction in Mexico. Non-filler capex also continued to be incurred for the new sleeves production plant in China, although to a lesser extent in 2021. Gross filler capex also increased but net filler capex was lower, reflecting a higher proportion of upfront cash compared with the prior year due to the regional mix of filling line contracts.

We placed 76 filling machines in the field in 2021. Taking account of withdrawals, the number of filling machines globally reached 1,295, a net increase of 29.

GROUP NET CAPEX 2021

Group net capex (horizontal bar chart)

Net income

Adjusted net income increased by €20.1 million to €252.4 million in 2021. This increase was driven by the same factors as for adjusted EBITDA, partly offset by incremental depreciation and PPA amortisation as a result of the JV acquisition.

Net income increased by €104.1 million to €172.1 million in 2021. The increase was mainly due to the factors impacting EBITDA described above, impairments of the Whakatane mill assets that did not recur in 2021, a reduction of the PPA expenses relating to the acquisition of SIG by Onex in 2015 and positive foreign exchange impacts on financing costs due to movements in the Euro/US Dollar exchange rate. These positive elements were partly offset by additional depreciation and PPA amortisation arising from the JV acquisition and a higher tax expense in 2021.

The adjusted and the effective tax rate declined from around 25% in 2020 to around 23% in 2021. The effective tax rate is impacted by the relative mix of profits and losses taxed at varying tax rates in the jurisdictions where we operate. The 2021 tax rate was also positively impacted by non-recurring favourable outcomes of prior year tax positions.

(In € million)

 

Year ended
31 Dec. 2021

 

Year ended
31 Dec. 2020

Profit for the period

 

172.1

 

68.0

Non-cash foreign exchange impact of non-functional currency loans and realised foreign exchange impact due to refinancing

 

(10.6)

 

24.6

Amortisation of transaction costs

 

3.6

 

3.1

Net change in fair value of financing-related derivatives

 

 

(0.5)

Onex acquisition PPA depreciation and amortisation

 

103.1

 

125.4

Net effect of early repayment of loans

 

3.7

 

19.7

Interest on out-of-period indirect tax recoveries

 

(3.1)

 

Adjustments to EBITDA:

 

 

 

 

Unrealised gain on operating derivatives

 

(7.8)

 

(21.5)

Replacement of share of profit or loss of joint ventures with cash dividends received from joint ventures

 

1.6

 

5.3

Restructuring costs, net of reversals

 

26.0

 

6.3

Loss on sale of subsidiary

 

12.1

 

Transaction- and acquisition-related costs

 

16.5

 

3.1

Fair value adjustment on inventories

 

10.4

 

Gain on pre-existing interest in former joint ventures

 

(48.8)

 

Out-of-period indirect tax recoveries

 

(10.3)

 

Impairment losses

 

4.4

 

49.3

Other

 

4.1

 

6.1

Tax effect on above items

 

(24.6)

 

(56.6)

Adjusted net income

 

252.4

 

232.3

Return on capital employed

Post-tax ROCE, computed at an unchanged reference tax rate of 30%, increased by 150 basis points in 2021 to 31.0%. At the adjusted effective tax rate of 23.3% in 2021, ROCE reached 34.0%. The increase is primarily attributable to the increase in adjusted EBITDA for the reasons described above.

ROCE

31.0

 %

Cash flows

Our strong cash flow generation continued in 2021, with net operating cash inflows of €530.9 million (€105.1 million higher than in 2020) and free cash flow of €258.3 million (€25.1 million higher).

Net cash from operating activities was positively impacted by the adjusted EBITDA growth described above, net working capital inflows and the non-recurrence of refinancing-related payments. This was offset by costs relating to the JV acquisition and to the planned acquisitions in 2022 (see the “Acquisition” section below). The strong generation of operating cash inflows resulted in the increase in free cash flow, despite higher capex and lease payments in 2021.

Investing cash outflows increased in 2021 due to higher gross filler capex. The positive impact of upfront cash in the year was reflected in net cash from operating activities. Total net capex was in line with the prior year and represented 6.9% of revenue in 2021 compared with 8.0% in 2020.

The increase in financing cash outflows in 2021 was primarily related to the repayment of external loans of one of the former joint ventures.

Free cash flow

€258

 m

Net debt and leverage

(In € million)

 

As of
31 Dec. 2021
1

 

As of
31 Dec. 2020

Gross debt

 

1,732.4

 

1,697.0

Cash and cash equivalents

 

304.5

 

355.1

Net debt

 

1,427.9

 

1,341.9

Net leverage ratio

 

2.5x

 

2.7x

1

In the calculation of the net leverage ratio as of 31 December 2021, adjusted EBITDA includes the adjusted EBITDA of the former joint ventures in the Middle East from 1 January 2021.

Since the refinancing that took place in June 2020, gross debt includes an unsecured term loan of €550 million (maturing in June 2025) and two issues of senior unsecured notes in the aggregate amount of €1,000 million (maturing in June 2023 and June 2025). Lease liabilities of €182.4 million are also included in the gross debt.

Growth in EBITDA and strong cash flow generation enabled a reduction in the net leverage ratio from 2.7x to 2.5x in 2021, after funding the JV acquisition, which had a net debt impact of approximately €200 million. Since the IPO in 2018, strong cash generation has resulted in an average reduction in leverage of approximately 0.25x per year.

Leverage

2.5

x

Debt rating

 

 

Company rating

 

 

 

As of

Moody’s

 

Ba1

 

Stable

 

October 2021

S&P

 

BBB–

 

Stable

 

March 2020

Acquisitions

Acquisition of the remaining shares of the joint ventures in the Middle East

On 25 February 2021, the Company acquired the remaining 50% of the shares of its two joint ventures in the Middle East for a consideration of €490.3 million, split into cash of €167.0 million and 17,467,632 newly issued SIG ordinary shares with a fair value of €323.3 million at the time of closing. The new SIG shares were issued out of authorised share capital. The JV acquisition gives the Group control over a business with strong growth prospects in a growing market and expands its global presence.

The JV acquisition has resulted in a split of the segment Europe, Middle East and Africa (“EMEA”) into two segments: segment Europe and segment Middle East and Africa (“MEA”).

Announcement of agreement to acquire Evergreen’s fresh carton business in Asia Pacific

The Group announced on 5 January 2022 that it has entered into an agreement to acquire Evergreen’s fresh carton business in Asia Pacific (“Evergreen Asia”). It will acquire 100% of the shares of Evergreen Packaging Korea Ltd., Evergreen Packaging (Shanghai) Co. Ltd. and Evergreen Packaging (Taiwan) Co. Ltd from Evergreen Packaging International LLC.

Evergreen Asia provides filling machines, cartons, closures and after-sales service to its customers in the fresh and extended shelf life dairy segment, mainly for milk, and has production plants in China, South Korea and Taiwan.

The acquisition will allow the Group to access a new customer base in an attractive growing market in Asia and also to expand its offering to existing customers. The Group will use its experience to further develop the fresh carton business, drawing on its regional R&D presence and innovation capabilities as well as its marketing expertise to introduce more innovative packaging formats in the Asian fresh dairy market. Synergies are expected from commercial opportunities and cost optimisation. In addition, the business will benefit from a supply arrangement at market for coated carton board.

The acquisition is expected to close in the second or third quarter of 2022. The closing is subject to customary closing conditions, including approvals from regulatory authorities. Evergreen Asia will be part of the Group’s APAC segment.

Evergreen’s fresh carton (photo)

The consideration for the shares of the Evergreen entities will be based on an enterprise value of $335 million (subject to customary closing adjustments) on a cash-free, debt-free basis and will be paid in cash at the closing of the acquisition. The final consideration will be determined at the time of the completion settlement. The acquisition will initially be financed through a bridge facility of €300 million with a maturity of up to 18 months, which will be refinanced with long-term financing arrangements.

In the year ended 31 December 2021, Evergreen Asia generated revenue of approximately $160 million and adjusted EBITDA of approximately $28 million (unaudited).

Announcement of agreement to acquire Scholle IPN

The Group announced on 1 February 2022 that it has entered into an agreement to acquire 100% of Scholle IPN, a privately held company, from CLIL Holding B.V..

Scholle IPN is a leading innovator of sustainable packaging systems and solutions for food and beverages, with retail, institutional and industrial customers. It is the global leader in bag-in-box and number two in spouted pouches. The acquisition will enable the Group to expand its product portfolio, increase its presence in the United States and leverage its established presence in emerging markets. Synergies and cost efficiencies are expected in areas such as commercial operations, technology, innovation and sustainability as well as procurement and manufacturing.

The acquisition is expected to close in the second or third quarter of 2022. The closing is subject to customary closing conditions, including approvals from regulatory authorities.

The consideration for the shares of Scholle IPN will be based on an enterprise value of €1.36 billion (at an USD/EUR exchange rate of 1.12862) and an estimated net debt position of €310 million as of 31 December 2021, reflecting an equity value of €1.05 billion. The acquisition will be funded through a mix of cash and shares, and the refinancing of existing debt.

The consideration will be split into cash of €370 million (subject to customary closing adjustments) and 33.75 million newly issued shares, to be transferred at the closing of the acquisition, and a contingent consideration. The new shares will be issued out of authorised share capital. The existing debt of Scholle IPN will be refinanced at closing. The contingent consideration depends on Scholle IPN outperforming the top end of the Group’s mid-term revenue growth guidance of 4–6% per year for the years ending 31 December 2023, 2024 and 2025, and would be paid in cash in three annual instalments of up to €89 million ($100 million) per year. Payments for growth rates ranging from 6–11.5% per the respective year will be made based on a pre-agreed ratchet structure.

Four Mountains - Cashew Mild cartoon (photo)

The consideration to be paid in cash at closing and the repayment of existing debt will be financed via a bridge facility with a maturity of up to 18 months, which is expected to be refinanced through a combination of long-term debt and a share capital increase of approximately €200–250 million.

The current owner of Scholle IPN, Laurens Last, will become the largest single shareholder in SIG after closing of the acquisition with an approximate shareholding of 9.1% (with a lock-up period of 18 to 24 months). He will also be nominated for election to the Board of Directors of SIG at the forthcoming Annual General Meeting on 7 April 2022. Ross Bushnell, CEO of Scholle IPN, will join SIG’s Group Executive Board subject to and as of closing of the acquisition.

In the twelve months ended 31 December 2021, Scholle IPN generated revenue of approximately €474 million and adjusted EBITDA of approximately €90 million (unaudited).

Other

Dividend

To allow our shareholders to participate in the cash generative nature of our business, we have set a dividend payout target of 50–60% of adjusted net income.

At the Annual General Meeting to be held on 7 April 2022, the Board of Directors will propose a dividend payment for 2021 of CHF 0.45 per share, totalling CHF 151.9 million (equivalent to €147.0 million as per the exchange rate as of 31 December 2021), payable out of foreign capital contribution reserves. This represents a dividend payout ratio of 58% of adjusted net income.

Dividend

CHF

 0.45

Sale of New Zealand paper mill

After the Group’s announcement in March 2021 that it would close its paper mill in New Zealand (Whakatane), it was approached by potential buyers. The Group sold the paper mill on 3 June 2021 for NZD 1 to a consortium of investors who will enable the paper mill to continue to operate. The sale of the mill resulted in a loss of €12.1 million. In connection with the initial decision to close the mill, the Group expected to incur plant decommissioning and redundancy costs of around €30 million. However, due to the sale, only €9.8 million of restructuring costs relating to the employees of the mill were recognised in the year ended 31 December 2021.

New production plant for sleeves in Mexico

The Group announced in April 2021 that it will construct a new production plant for sleeves in Mexico. Operations are planned to start in the first quarter of 2023. The plant will be leased by the Group.

Foreign currencies

We operate internationally and transact business in a range of currencies. Whilst our reporting currency is the Euro, we generate a significant portion of our revenue and costs in currencies other than Euro. Increases or decreases in the value of the Euro against other currencies in countries where we operate can affect our results of operations and the value of balance sheet items denominated in foreign currencies. Our strategy is to reduce this exposure through the natural hedging that arises from the localisation of our operations. In addition, we systematically hedge all key currencies against the Euro using a twelve-month rolling layered approach.

We supply semi-finished and finished goods to certain of our non-European operations in Euro and a number of our key raw material suppliers charge us for raw materials in Euros or in US Dollars. As a result, a greater portion of our costs is denominated in Euros and, to a lesser extent, US Dollars as compared to the related revenue generated in those currencies. Accordingly, changes in the exchange rates of the Euro and the US Dollar compared with the currencies in which we sell our products could adversely affect the results of operations. We expect to mitigate some of these cost mismatches with the opening and expansion of local production facilities in certain markets, continuing efforts to qualify local suppliers and by using foreign currency exchange derivatives.

Alternative performance measures

Definitions and reconciliations

For additional information about the alternative performance measures used by management (including reconciliations to measures defined in IFRS), please refer to the following link: https://www.sig.biz/investors/en/performance/definitions

Like-for-like basis (“LFL”)

With effect from the end of February 2021, revenue of the former joint ventures in the Middle East and Africa are fully consolidated and presented in the new segment MEA (see the section “Acquisitions” above). Prior to the acquisition of the remaining shares of the joint ventures, they were accounted for using the equity method. The EMEA segment, which relates to our reporting structure prior to acquisition of the joint ventures, was only in place for the first two months of 2021. In addition, due to the sale of the New Zealand paper mill, sales of folding box board have ceased as of the beginning of June 2021.

The Company communicated its 2021 revenue guidance on a like-for-like constant currency basis. Like-for-like revenue growth at constant currency is calculated on the following basis:

  • Revenue recognised by the Group from sales to the former joint ventures in the Middle East, previously presented as Group core revenue from external customers, has been eliminated as if the joint ventures had been fully consolidated by the Group from the end of February 2020.
  • Sales by the former joint ventures to their external customers have been treated as if the former joint ventures in the Middle East had been fully consolidated by the Group from the end of February 2020 (i.e. treated as Group core revenue from external customers).

Outlook

The outlook for 2022 assumes the consolidation of the Scholle IPN and Evergreen Asia businesses from 1 July 2022. The final timing of consolidation depends on the completion of customary closing conditions.

For the full year, the Company expects revenue growth of 22–24% at constant currency, with growth of approximately 15% due to the acquisitions. The adjusted EBITDA margin for the enlarged group is expected to be around 26%, subject to no further major movements in input costs and foreign exchange rates. Net capital expenditure is forecast to be within a range of 7–9% of revenue and the dividend payout ratio is expected to be within, or slightly above, a range of 50–60% of adjusted net income.

The Company maintains its mid-term revenue growth guidance of 4–6% at constant currency, with the two acquisitions expected to enable resilient growth in the upper half of this range across an expanded platform. For the enlarged group, the adjusted EBITDA margin is expected to be above 27% in the mid-term driven by continued margin expansion in the aseptic carton business and the acquired businesses as well as the realisation of synergies from the acquisitions. Net capital expenditure is forecast to be within a range of 7–9% of revenue and the dividend payout ratio is expected to be within a range of 50–60% of adjusted net income. SIG’s business will continue to be strongly cash generative and the Company maintains its mid-term leverage guidance of towards 2x with a milestone of around 2.5x at the end of 2024.