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Interim Results

5 Nov 2015 07:00

RNS Number : 6108E
Dairy Crest Group PLC
05 November 2015
 



 5 November 2015 Dairy Crest Group plc ("Dairy Crest")

Interim Results Announcement for the six months ended 30 September 2015

 

Highlights

 

· Transformational sale of Dairies operations will complete on 26 December 2015

· Strong first half performance from Cathedral City (sales +7%) and Frylight (sales +37%)

· Overall sales of four key brands in line with last year despite deflationary environment

· Commence sales of demineralised whey and galacto-oligosaccharide in H2

· Strong cash generation - reported net debt has now peaked as cash drain of Dairies ends and future capital expenditure in ongoing business reduces significantly

· Refinancing completed - new £240 million revolving credit facility in place

· Interim dividend up 2%

· Full year expectations for continuing business unchanged

 

Financial Summary 
 Half year ended 30 September
 20152014Change

Revenue 1 :

£203.8m

£215.3m

-5%

Adjusted profit before tax 1, 2 :

£16.0m

£25.7m

-38%

Profit before tax 1 :

£13.1m

£15.0m

-13%

Post-tax loss on discontinued operations3 :

£(16.7)m

£(2.5)m

-568%

Adjusted basic earnings per share1, 2 :

9.3p

14.9p

-38%

Basic earnings per share 1 :

7.6p

8.6p

-12%

Cash generated from / (used in) operations:

£22.3m

£(20.6)m

+£42.9m

Net debt:

£242.3m

£209.6m

+16%

Interim dividend:

6.1p

6.0p

+2%

 

1 From continuing operations

2 Before exceptional items, amortisation of acquired intangibles and pension interest

3 After tax, before exceptional items

 

 

Mark Allen, Chief Executive, said:

 

"The sale of our Dairies operations leaves Dairy Crest well positioned for long term profitable and sustainable growth alongside strong cash generation. We expect this to start in the second half of 2015/16 despite the continuing challenging environment.

 

"In the first half of the year Cathedral City has continued to go from strength to strength and has again grown sales and market share.

 

"A strong performance from Frylight has helped us maintain margins in our Spreads and Butters business. We have clear plans in place to address the performance of Clover and Country Life.

 

"We highlighted early in the current financial year that profits would be weighted towards the second half. With the benefit of lower cheese costs and an expected improved performance from our Spreads and Butters business in the second half, our full year expectations remain unchanged.

 

"Following the sale of our Dairies business, Dairy Crest will be a predominantly branded, simpler, more focused business with a significantly reduced overhead base. Future sales of ingredients for infant formula, which will start in the second half, will provide added impetus.

 

We expect the increased focus on growth and cash generation to allow us to maintain our strong track record of rewarding shareholders with higher dividends."

 

 

For further information:

 

Dairy Crest Group plc

Arthur Reeves

01372 472236

Olivia Seccombe

01372 472249

Brunswick

Laura Buchanan / Rebecca Lum

020 7404 5959

 

 

A video interview with Mark Allen and Tom Atherton, Group Finance Director, will be available from 07:00 (UK time) from the investor section of the Group's website investor.dairycrest.co.uk. There will be an analyst and investor meeting at 8.30 (UK time) today at The Lincoln Centre, 18 Lincoln's Inn Fields, London, WC2A 3ED. An audiocast of the presentation will be available from the investor section of the Group's website investor.dairycrest.co.uk later today.

 

Operating review

 

Sale of Dairies operations

 

On 6 November 2014 Dairy Crest announced that it had agreed to sell the assets of its Dairies operations to Muller UK & Ireland Group LLP ("Müller"). The sale received the approval of Dairy Crest's shareholders on 23 December 2014 and that of the Competition and Markets Authority ("CMA") on 19 October 2015. It will complete on 26 December 2015. We now expect sales proceeds to be in the range £40 - 50 million subject to working capital adjustments. The additional amount we expect to receive from selling properties not included in the sale to Müller remains unchanged at £20 million.

 

The sale results in us disposing of a heavily loss making operation exposed to an increasingly challenged market. The first half of the year has seen extremely high milk production and extremely low market returns. This has led to increased losses in our Dairies operations despite an ongoing cost reduction programme, which included the closure of our Chard creamery in September 2015.

 

We have treated the results of Dairies operations which are being sold to Müller as 'discontinued operations' in the results for the six months ended 30 September 2015. The Dairies assets to be sold are disclosed separately on the balance sheet as 'held for sale'.

 

 

Well positioned for growth

 

Following the sale Dairy Crest will be a predominantly branded, simpler, more focused business with a significantly reduced overhead base.

 

The sale signals a start to a new era for Dairy Crest. It will allow further focus on our Cheese and Whey and Spreads and Butters businesses which delivered a compound annual growth in profits of 9% over the four years ended 31 March 2015 and which are well placed to grow sales and profits in the future.

 

We expect the increased focus on growth and cash generation to allow us to maintain our strong track record of rewarding shareholders with higher dividends. We remain committed to a progressive dividend policy with a target cover range of between 1.5 and 2.5 times. The Board has declared a 2% increase in the interim dividend for 2015/16 to 6.1 pence per share (2014: 6.0 pence per share).

 

Aggregate key brand sales maintained in deflationary environment

 

Increasing the sales of our four key brands is one of the ways we expect to deliver sustainable growth in the future. We aim to provide consumers with innovative new products which are supported by a strong programme of marketing and promotions and underpinned by operational excellence. During the first half our innovation team relocated to Harper Adams University where our new Food Innovation Centre will be opened in the second half. We expect our partnership with Harper Adams University to provide us with access to leading academic research that facilitates further new product development.

 

In aggregate, sales of our four key brands (Cathedral City, Country Life, Clover and Frylight) in the first half of 2015/16 were in line with those in the first half of 2014/15. This is a strong overall performance in a deflationary marketplace.

 

 

Brand

Market

Volume growth*

Value growth*

Cathedral City

Cheese

+14%

+7%

Country Life

Butter

-12%

-15%

Clover

Spreads

-14%

-17%

Frylight

Oil

+46%

+37%

Total

Unchanged

 

* Dairy Crest volume & value sales 6 months to 30 September 2015 v 6 months to 30 September 2014

 

We use IRI and Kantar data to track the performance of our brands in retail markets.

 

IRI data for the 26 weeks ended 12 October 2015 compared to the same period last year show that the retail cheese market (excluding discounters) grew 1% in volume but fell 4% in value. Cathedral City significantly outperformed this market on both counts, gaining share mostly from retailer own brands.

 

The same market data show that butter volumes grew by 5% but spreads volumes declined by 10%, leaving combined volumes down 4%. Selling prices fell in both markets resulting in retail sales down 2% for butter, 14% for spreads and 7% combined. Retail sales of Clover moved broadly in line with the spreads market. Country Life lost both volume and value share of the retail butter market as promotional activity intensified.

 

Kantar data for the year to 16 August 2015 indicate that the value of the retail oil market fell by 2%. Frylight significantly outperformed this market.

 

Cathedral City outperforms again but first half Cheese and Whey margins experience a short term squeeze

Sales of Cathedral City, the UK's leading cheese brand, grew by 7% compared to the six months ended 30 September 2014. Volumes were up 14%. The brand continued to grow market share in the first half. We expect this to continue in the second half.

Our Cheese and Whey business also benefitted from efficiency improvements, most notably at Nuneaton where we again made a meaningful reduction in our packing costs.

However, as forecast, reported Cheese and Whey product group profits fell as a result of lower realisations in advance of the reduction in cheese costs. On average our cheese is matured for around a year and therefore lower milk purchase prices will only be fully reflected in the cost of cheese sold in the second half of this year. We started the second half with maturing cheese stocks valued at £15 million less than at the start of the year despite higher volumes.

Cheese and Whey product group revenues and profits were also affected by lower whey realisations which reflected weaker global markets. However, the step up in revenues that we expect to receive as we move to demineralised whey remains broadly unchanged. The investment at our Davidstow creamery to manufacture demineralised whey powder and galacto-oligosaccharide ("GOS") is now at the commissioning stage and we continue to expect to start selling both these products in this financial year and receive a full-year benefit in the year ending 31 March 2017.

 

These added value products give Dairy Crest access to new sales channels in fast growing global markets and are principally ingredients for infant formula. In addition we are exploring further applications for GOS. Demineralised whey and GOS form another important part of Dairy Crest's growth strategy.

 

Spreads and Butters profits reflect difficult marketplace

Spreads and Butters revenues and product group profits decreased in the six months ended 30 September 2015 against strong comparatives for the six months ended 30 September 2014. Despite this, margins remained broadly in line with the same period last year at 15%.

 

The strong performance of Frylight and lower production costs resulting from the consolidation of manufacturing at our Kirkby site only partially offset lower returns from sales of spreads and butters as the spreads market continued to decline and competitors promoted butter aggressively. Clover sales declined broadly in line with the overall spreads market. Having performed strongly in the first half of last year, Country Life lost market share.

 

We have clear second half plans in place to directly address both of these issues.

 

We have recently introduced a new recipe for Clover to meet changing consumer preferences. It is now made with no artificial ingredients. We have supported this innovation with a strong media programme and expect the renewed impetus to improve the performance of Clover in the second half.

 

Consumer research has identified that Country Life benefits from its overtly British position. We will re-emphasise this with new packaging in the second half.

 

In the future we also expect this business to benefit from further operational improvements at Kirkby.

 

Financial review

 

Group revenue of £203.8 million represents a 5% decrease from last year, reflecting lower selling prices across the business and reduced Spreads and Butters product group volumes.

 

Total product group profit from continuing operations fell 32% to £20.0 million (2014: £29.4 million). Cheese and Whey product group profits fell by £7.7 million reflecting lower cheese realisations in advance of reduced cheese costs and lower whey realisations. Spreads and Butters product group profits were also down due to lower volumes, although margins were broadly maintained at 14.9% (2014: 15.5%).

 

Product group analysis consistent with prior periods is provided in note 3 to the interim financial statements.

 

Finance costs of £4.0 million are £0.3 million higher than last year as a result of increased levels of borrowings.

 

Group adjusted profit before tax (from continuing operations, before exceptional items, amortisation of acquired intangibles and pension interest) was £16.0 million, down 38% from £25.7 million in 2014.

 

Post-tax losses in the Dairies business, which are classified as discontinued operations, amounted to £16.7 million (2014: £2.5 million) reflecting reduced volumes, price deflation, weak commodity markets and lower levels of depot property sales.

 

Exceptional costs on continuing operations of £2.4 million were incurred during the six months ended 30 September 2015 (2014: £9.6 million). These all relate to the building and commissioning of the demineralised whey and GOS facilities at Davidstow. In the second half of the year we expect to incur approximately a further £6 million as we transition to commercial production of these products.

 

Discontinued exceptional items comprise a non-cash impairment on the 'held for sale' Dairies assets of £106.2 million, estimated transactional costs relating to the sale of the Dairies business and costs relating to the separation of the organisation in order to create a stand-alone Dairies operation of £12.9 million and further costs in relation to the closure of Chard, which completed in the first half of the year, and the future closure of Hanworth of £1.6 million. Tax relief on the exceptional costs was £17.6 million.

 

The pension interest charge of £0.3 million was £0.6 million lower than last year. This reflects a lower deficit at the start of the year and a reduction in discount rates at March 2015 compared to March 2014.

 

The effective rate of tax for continuing operations is 20% (2014: 21%) and is representative of the expected rate in the year ending 31 March 2016 and future years.

 

Adjusted basic earnings per share on continuing operations amount to 9.3 pence (2014: 14.9 pence) a decrease of 38% broadly consistent with lower adjusted profit before tax. Basic earnings per share on continuing operations fell by 12% to 7.6 pence.

 

Overall cash generated from operations in the six months ended 30 September 2015 amounted to £22.3 million and represents an improvement of £42.9 million compared to the same period last year. This is despite the increased trading losses in the Dairies business, which will no longer be a cash drain after completion of the sale in December 2015.

 

Capital expenditure of £35.5 million includes £29.1 million in the continuing business, mainly relating to the new facilities at Davidstow and £6.4 million that relates to the Dairies business. Following the sale of the Dairies business, Dairy Crest will operate from just five well invested manufacturing sites and after the demineralised whey and GOS projects are completed in the second half of the year, capital expenditure in the retained business is expected to significantly reduce.

 

Proceeds from property sales were lower than in the first half of last year and overall net debt followed the usual seasonal pattern and increased in the first half to £242.3 million at 30 September 2015, an increase of £43.6 million since 31 March 2015. Of this increase £5.3 million relates to the recognition of finance lease liabilities on a secondary lease contract for assets at Nuneaton.

 

From here we expect net debt to fall consistently. In the second half of the year it will benefit from the net proceeds from the sale of our Dairies operations and some further property sales.

 

We expect to maintain this momentum due to ongoing strong cash generation from our Cheese and Spreads businesses, which will no longer be offset by Dairies trading losses, further property sales and lower levels of capital expenditure and exceptional items. As a result, we have agreed a revolving credit facility that reduces over time. We signed a new 5 year revolving credit facility with four of our existing lenders on 6 October 2015. The new facility is initially £240 million and falls to £160 million at the end of its third year.

 

The reported defined benefit pension scheme deficit was £33.2 million at 30 September 2015 compared to £41.4 million at 31 March 2015. On 2 November 2015, in order to facilitate the sale of the Dairies business, properties owned by the pension scheme were repurchased by the business for a consideration of £8.3 million. This will have the effect of reducing future cash contributions paid by Dairy Crest into the scheme by £2.8 million per annum through to June 2018.

 

The principal risks and uncertainties affecting the Group are set out below the statement of directors' responsibilities and further details are disclosed on pages 14 and 15 of the 2015 Annual Report and Accounts. Related party transactions are given in note 11 to the interim financial statements.

 

Summary and outlook

 

We highlighted early in the current financial year that profits would be weighted towards the second half. With the benefit of lower cheese costs and an expected improved performance from our Spreads and Butters business in the second half, our full year expectations remain unchanged.

 

Following the sale of our Dairies business, Dairy Crest will be a predominately branded, simpler, more focused business with a significantly reduced overhead base. Future sales of ingredients for infant formula, which will start in the second half, will provide added impetus.

 

We expect the increased focus on growth and cash generation to allow us to maintain our strong track record of rewarding shareholders with higher dividends.

 

Mark Allen

Chief Executive

5 November 2015

 

 

Consolidated income statement

(Unaudited)

Year ended 31 March 2015

Half year ended 30 September 2015

Half year ended 30 September 2014

Restated

Restated

Before

Restated

Before

Before

Restated

exceptional

Exceptional

Restated

exceptional

Exceptional

exceptional

Exceptional

Restated

items

items

Total

items

items

Total

items

items

Total

£m

£m

£m

Note

£m

£m

£m

£m

£m

£m

448.2

-

448.2

Revenue

3

203.8

-

203.8

215.3

-

215.3

(381.7)

(19.8)

(401.5)

Operating costs

(184.4)

(2.4)

(186.8)

(186.0)

(9.6)

(195.6)

-

-

-

Other income - property

0.4

-

0.4

-

-

-

66.5

(19.8)

46.7

Profit on continuing operations

19.8

(2.4)

17.4

29.3

(9.6)

19.7

(8.1)

-

(8.1)

Finance costs

(4.0)

-

(4.0)

(3.7)

-

(3.7)

(1.8)

-

(1.8)

Other finance expense - pensions

(0.3)

-

(0.3)

(0.9)

-

(0.9)

-

-

-

Share of associate's net (loss) / profit

-

-

-

(0.1)

-

(0.1)

56.6

(19.8)

36.8

Profit before tax from continuing operations

3,4

15.5

(2.4)

13.1

24.6

(9.6)

15.0

(11.4)

4.0

(7.4)

Tax (expense) / credit

5

(3.1)

0.4

(2.7)

(5.2)

2.0

(3.2)

45.2

(15.8)

29.4

Profit for the period from continuing operations

12.4

(2.0)

10.4

19.4

(7.6)

11.8

5.0

(13.9)

(8.9)

Profit / (loss) for the period from discontinued operations

8

(16.7)

(103.1)

(119.8)

(2.5)

(8.6)

(11.1)

50.2

(29.7)

20.5

Profit / (loss) for the period

(4.3)

(105.1)

(109.4)

16.9

(16.2)

0.7

All amounts are attributable to owners of the parent.

The prior year comparatives have been restated to reclassify the Dairies operation as a discontinued operation. See Note 8.

 

 Year ended

 Half year ended 30

 Half year ended

31 March 2015

Earnings per share

September 2015

30 September 2014

21.5p

Basic earnings per share from continuing operations

7

7.6p

8.6p

21.4p

Diluted earnings per share from continuing operations

7

7.5p

8.5p

34.3p

Adjusted basic earnings per share from continuing operations *

7

9.3p

14.9p

34.1p

Adjusted diluted earnings per share from continuing operations *

7

9.2p

14.7p

15.0p

Basic earnings/(loss) per share

7

(79.4)p

0.5p

14.9p

Diluted earnings/(loss) per share

7

(78.5)p

0.5p

*Adjusted earnings per share calculations exclude exceptional items, amortisation of acquired intangibles and pension interest in relation to

the Group's defined benefit pension scheme.

A final dividend of £21.6 million (15.7 pence per share) was paid in the period to 30 September 2015 (2014: £21.0 million; 15.4 pence per

share). A dividend of £8.4 million (6.1 pence per share) was approved by the Board on 4 November 2015 for payment on 28 January 2016

(2014: £8.2 million; 6.0 pence per share). See Note 6.

Consolidated statement of comprehensive income

(Unaudited)

Year ended

Half year ended

31 March

30 September

2015

2015

2014

£m

Note

£m

£m

20.5

Profit/(loss) for the period

(109.4)

0.7

Other comprehensive income to be reclassified to profit and loss in subsequent periods:

(16.1)

Cash flow hedges - reclassification adjustment for gains / (losses) in income statement

2.6

(5.0)

15.0

Cash flow hedges - gains / (losses) recognised in other comprehensive income

(2.3)

4.6

0.2

Tax (expense) / credit relating to components of other comprehensive income

(0.1)

0.1

(0.9)

0.2

(0.3)

Other comprehensive income not to be reclassified to profit and loss in subsequent periods:

4.3

Remeasurements of defined benefit pension plans

10

1.8

(15.9)

1.7

Tax credit relating to components of other comprehensive income

0.4

0.8

6.0

2.2

(15.1)

5.1

Other comprehensive gain / (loss) for the period, net of tax

2.4

(15.4)

25.6

Total comprehensive gain / (loss) for the period, net of tax

(107.0)

(14.7)

All amounts are attributable to owners of the parent.

 

 

Consolidated balance sheet

(Unaudited)

 

31 March

30 September

2015

2015

2014

£m

Note

£m

£m

Assets

Non-current assets

328.5

Property, plant and equipment

217.8

292.4

74.3

Goodwill

74.3

74.3

25.6

Intangible assets

18.1

26.0

0.5

Investments

0.5

0.4

14.7

Financial assets - Derivative financial instruments

12

0.2

7.2

-

Deferred tax asset

7.7

-

443.6

318.6

400.3

Current assets

199.7

Inventories

156.0

227.7

95.3

Trade and other receivables

65.4

117.5

-

Financial assets - Derivative financial instruments

12

12.0

-

50.6

Cash and short-term deposits

9

41.6

54.7

345.6

275.0

399.9

-

Assets of the disposal group classified as held for sale

8

72.3

-

345.6

347.3

399.9

789.2

Total assets

665.9

800.2

Equity and liabilities

Non-current liabilities

(263.0)

Financial liabilities

- Long-term borrowings

9

(202.5)

(266.9)

(1.9)

- Derivative financial instruments

12

(1.9)

(4.6)

(41.4)

Retirement benefit obligations

10

(33.2)

(68.7)

(11.1)

Deferred tax liability

-

(10.8)

(6.2)

Deferred income

(5.3)

(7.0)

(323.6)

(242.9)

(358.0)

Current liabilities

(168.1)

Trade and other payables

(119.0)

(182.2)

-

Financial liabilities

- Short-term borrowings

9

(92.5)

-

(0.2)

- Derivative financial instruments

12

-

(0.4)

(2.8)

Current tax liability

(2.9)

(3.4)

(1.6)

Deferred income

(1.7)

(1.7)

(3.1)

Provisions

(1.9)

-

(175.8)

(218.0)

(187.7)

-

Liabilities associated with the assets of the disposal group classified as held for sale

8

(42.7)

-

(175.8)

(260.7)

(187.7)

(499.4)

Total liabilities

(503.6)

(545.7)

Shareholders' equity

(34.4)

Ordinary shares

(34.5)

(34.2)

(79.8)

Share premium

(80.0)

(77.7)

0.1

Interest in ESOP

0.1

0.6

(51.4)

Other reserves

(51.6)

(52.0)

(124.3)

Retained earnings

3.7

(91.2)

(289.8)

Total shareholders' equity

(162.3)

(254.5)

(789.2)

Total equity and liabilities

(665.9)

(800.2)

 

 

The interim results were approved by the directors on 4 November 2015.

 

 

  

Consolidated statement of changes in equity

(Unaudited)

 

Ordinary

Share

Interest

Other

Retained

shares

premium

in ESOP

reserves

earnings

Total

Half year ended 30 September 2015

£m

£m

£m

£m

£m

£m

At 31 March 2015

34.4

79.8

(0.1)

51.4

124.3

289.8

Loss for the period

-

-

-

-

(109.4)

(109.4)

Other comprehensive gain / (loss):

Cash flow hedges

-

-

-

0.3

-

0.3

Remeasurement of defined benefit pension plan

-

-

-

-

1.8

1.8

Tax on components of other comprehensive income

-

-

-

(0.1)

0.4

0.3

Other comprehensive gain / (loss)

-

-

-

0.2

2.2

2.4

Total comprehensive gain / (loss)

-

-

-

0.2

(107.2)

(107.0)

Issue of share capital

0.1

0.2

-

-

-

0.3

Share-based payments

-

-

-

-

0.8

0.8

Equity dividends

-

-

-

-

(21.6)

(21.6)

At 30 September 2015

34.5

80.0

(0.1)

51.6

(3.7)

162.3

Half year ended 30 September 2014

At 31 March 2014

34.2

77.6

(0.6)

52.3

125.9

289.4

Profit for the period

-

-

-

-

0.7

0.7

Other comprehensive gain / (loss):

Cash flow hedges

-

-

-

(0.4)

-

(0.4)

Remeasurement of defined benefit pension plan

-

-

-

-

(15.9)

(15.9)

Tax on components of other comprehensive income

-

-

-

0.1

0.8

0.9

Other comprehensive loss

-

-

-

(0.3)

(15.1)

(15.4)

Total comprehensive loss

-

-

-

(0.3)

(14.4)

(14.7)

Issue of share capital

-

0.1

-

-

-

0.1

Share-based payments

-

-

-

-

0.7

0.7

Equity dividends

-

-

-

-

(21.0)

(21.0)

At 30 September 2014

34.2

77.7

(0.6)

52.0

91.2

254.5

Year ended 31 March 2015

At 31 March 2014

34.2

77.6

(0.6)

52.3

125.9

289.4

Profit for the period

-

-

-

-

20.5

20.5

Other comprehensive gain / (loss):

Cash flow hedges

-

-

-

(1.1)

-

(1.1)

Remeasurement of defined benefit pension plan

-

-

-

-

4.3

4.3

Tax on components of other comprehensive income

-

-

-

0.2

1.7

1.9

Other comprehensive gain / (loss)

-

-

-

(0.9)

6.0

5.1

Total comprehensive gain / (loss)

-

-

-

(0.9)

26.5

25.6

Issue of share capital

0.2

2.2

-

-

-

2.4

Exercise of options

-

-

0.5

-

(0.6)

(0.1)

Share-based payments

-

-

-

-

1.7

1.7

Equity dividends

-

-

-

-

(29.2)

(29.2)

At 31 March 2015

34.4

79.8

(0.1)

51.4

124.3

289.8

 

All amounts are attributable to owners of the parent.

 

 

 

 

Consolidated cash flow statement

(Unaudited)

 

Year ended

Half year ended

31 March

30 September

2015

2015

2014

£m

Note

£m

£m

Cash flow from operating activities

36.8

Profit before taxation - continuing operations

13.1

15.0

(14.7)

Loss before taxation - discontinued operations

8

(141.2)

(14.1)

9.9

Finance costs and other finance income - continuing operations

4.3

4.6

-

Share of associate's net loss

-

0.1

-

Exceptional held for sale impairment of discontinued operations

8

116.1

-

32.0

Profit / (loss) on operations

(7.7)

5.6

27.4

Depreciation

14.9

13.7

3.2

Amortisation of internally generated intangible assets

1.7

1.6

0.4

Amortisation of acquired intangible assets

0.2

0.2

16.5

Difference between cash outflow on exceptional items and amounts recognised in the income statement (excluding held for sale valuation)

(1.1)

12.2

(1.7)

Release of grants

(0.8)

(0.8)

1.7

Share-based payments

0.8

0.7

(17.6)

Profit on disposal of depots

(0.6)

(7.5)

(13.8)

Difference between pension contributions paid and amounts recognised in the income statement

(6.7)

(5.8)

(0.8)

R&D tax credits

0.2

(0.2)

0.8

Realised exchange loss on early loan note repayment and foreign currency deposits

-

0.3

(12.8)

Decrease / (increase) in working capital

21.4

(40.6)

35.3

Cash generated from / (used in) operations

22.3

(20.6)

(10.5)

Interest paid

(5.2)

(5.3)

24.8

Net cash inflow / (outflow) from operating activities

17.1

(25.9)

Cash flow from investing activities

(80.1)

Capital expenditure

(35.5)

(33.3)

(0.1)

Purchase of businesses and investments (net of cash and debt acquired)

-

(0.1)

22.5

Proceeds from disposal of property, plant and equipment

1.4

9.1

4.0

Sale of business

-

4.0

(53.7)

Net cash used in investing activities

(34.1)

(20.3)

Cash flow from financing activities

(27.4)

Repayment and cancellation of loan notes

-

(27.4)

69.0

Net drawdown of borrowings under revolving credit facilities

30.0

84.0

(29.2)

Dividends paid

(21.6)

(21.0)

2.4

Proceeds from issue of shares (net of issue costs)

0.3

0.1

(1.8)

Finance lease repayments

(0.7)

(1.8)

13.0

Net cash generated from financing activities

8.0

33.9

(15.9)

Net decrease in cash and cash equivalents

(9.0)

(12.3)

67.3

Cash and cash equivalents at beginning of period

50.6

67.3

(0.8)

Exchange impact on cash and cash equivalents

9

-

(0.3)

50.6

Cash and cash equivalents at end of period

9

41.6

54.7

(198.7)

Memo: Net debt at end of period

9

(242.3)

(209.6)

 

 

Notes to the interim financial statements

(Unaudited)

 

 

1 General information

 

Dairy Crest Group plc (the "Company") is a public limited company incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office and principal place of business is Claygate House, Littleworth Road, Esher, Surrey, KT10 9PN. The principal activity of the Company and its subsidiaries (the "Group") in the period was the processing, manufacture and sale of fresh milk and branded dairy products in the UK and Europe as described in the Group's annual financial statements for the year ended 31 March 2015.

2 Basis of preparation, accounting policies and approval of interim statement

Basis of preparation and approval of interim statement

These condensed interim financial statements comprise the consolidated balance sheet as at 30 September 2015 and related income statement, statement of comprehensive income, statement of cash flows, statement of changes in equity and supporting notes (hereinafter referred to as "financial information").

 

The financial information is not audited and does not constitute statutory financial statements as defined in section 435 of the Companies Act 2006. Comparative figures for the year ended 31 March 2015 have been extracted from the Group's 2015 statutory accounts, on which the auditors gave an unqualified opinion, did not include an emphasis of matter reference and did not include a statement under section 498(2) or (3) of the Companies Act 2006. The comparative figures for the year ended 31 March 2015 and the half year ended 30 September 2014 have been restated to reflect the impact of the Dairies operation as a discontinued operation. These sections address whether adequate accounting records have been kept, whether the Company's financial statements are in agreement with those records and whether the auditors have obtained all the information and explanations necessary for the purposes of the audit. The Group financial statements for the year ended 31 March 2015 have been filed with the Registrar of Companies and can be found on our corporate website, www.dairycrest.co.uk.

 

The financial information for the period ended 30 September 2015 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with IAS 34, "Interim Financial Reporting" as adopted by the European Union. The financial information should be read in conjunction with the Group's financial statements for the year ended 31 March 2015, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.

 

The results for operations for the half year are not necessarily indicative of the results expected for the full year.

 

This financial information was approved for issue on 4 November 2015.

 

Going concern

The Directors have reviewed current performance and forecasts, combined with expenditure commitments, including capital expenditure. After making appropriate enquiries, the Directors have a reasonable expectation that the Group has adequate financial resources to continue its current operations, including contractual and commercial commitments, for the foreseeable future. For this reason, they have continued to adopt the going concern basis in preparing the interim financial statements.

 

Accounting policies and areas of estimation and judgement

The financial information has been prepared in accordance with accounting policies used for the Group's financial statements for the year ended 31 March 2015, with the exception of the classification of the Dairies operation as a discontinued operation and the related held for sale valuation of the Dairies operation and the adoption of the new standards and interpretations that came into effect in the half year.

2 Basis of preparation, accounting policies and approval of interim statement (continued)

 

 

New standards, interpretations and amendments

The following accounting standards and interpretations became effective for the current reporting period:

 

- IAS 19 Defined Benefit Plans: Employee Contributions - Amendments to IAS 19

- Improvement to IFRS 2 Share-based Payment - Definitions of vesting conditions

- Improvement to IFRS 3 Business Combinations - Accounting for contingent consideration in a business

Combination

- Improvement to IFRS 8 Operating Segments - Aggregation of operating segments and Reconciliation of the

total of the reportable segments assets to the entity's assets

- Improvement to IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets - Revaluation method

- Improvement to IAS 24 Related Party Disclosures - Key management personnel

- Improvement to IFRS 3 Business Combinations - Scope exceptions for joint ventures

- Improvement to IFRS 13 Fair Value Measurement - Scope of paragraph 52

- Improvement to IAS 40 Investment Property - Interrelationship between IFRS 3 and IAS 40 (ancillary services)

 

The adoption of these standards and interpretations do not have a material impact on the Group's interim financial statements in the period.

 

Taxation

Taxes on income in the interim periods are accrued using the tax rate that is expected to be applicable to total annual earnings for the full year in each tax jurisdiction based on substantively enacted or enacted tax rates at the interim date. As a result of the future sale of the Dairies operation on 26 December 2015, the tax charge has been calculated on actual earnings from discontinued operations for the six months ended 30 September 2015.

Discontinued operations and assets held for sale

On 6 November 2014, the Group announced the sale of its Dairies operations to Muller UK & Ireland Group LLP ('Muller'), subject to approval of the relevant competition authorities and shareholders. On 10 August 2015, the Competition and Markets Authority ("CMA") announced that it proposed to accept undertakings given by Muller to remedy its competition concerns, instead of referring the case for an in-depth merger review. On 30 September 2015, the CMA announced that it proposed to accept modified undertakings provided by Muller subject to comments from third parties on those modifications. On 19 October 2015, the CMA accepted the modified undertakings and it was announced that the sale will complete on 26 December 2015. As a result of the CMA's announcements subsequent to the year-end, the Dairies operation has been judged to be held for sale as the transaction was deemed to have met the "highly probable" criteria under IFRS 5 'Non-current Assets Held for Sale and Discontinued Operations' at 30 September 2015. The Dairies operation has been disclosed as a discontinued operation as it represents a separate major line of business and has been valued on a held for sale basis within the Group's net assets as at 30 September 2015.

 

The comparative information in the income statement and associated notes have been restated for the impact of the assessment of the Dairies operation as a discontinued operation. In line with the requirements of IFRS5 'Non-current Assets Held for Sale and Discontinued Operations', the statement of financial position has not been restated.

 

Non-current assets or disposal groups are classified as held for sale if: their carrying amount will be recovered principally through sale, rather than continuing use; they are available for immediate sale; and the sale is highly probable. A disposal group consists of assets that are to be disposed of, by sale or otherwise, in a single transaction together with the directly associated liabilities.

 

On initial classification as held for sale, non-current assets or components of a disposal group are remeasured at the lower of their carrying amount and fair value less costs to sell. Any impairment on a disposal group is allocated on the basis of the principles of IAS 36 'Impairment of Assets', being first allocated to goodwill and then non-current assets on a pro rata basis. Impairment on initial classification as held for sale and subsequent gains or losses on remeasurement are recognised in the income statement.

 

No amortisation or depreciation is charged on non-current assets (including those in disposal groups) classified as held for sale. Assets classified as held for sale are disclosed separately on the face of the statement of financial position and classified as current assets or liabilities, with disposal groups being separated between assets held for sale and liabilities held for sale.

 

Key areas of judgement and estimation

The areas of particular significance to the Group's financial information which include the application of judgement and estimation, which is fundamental in the completion of a set of condensed consolidated interim statements, are detailed below.

 

2 Basis of preparation, accounting policies and approval of interim statement (continued)

 

The key areas where judgement has been applied are:

 

(i) Classification of the Dairies operation

The Dairies operation has been assessed as held for sale and classified as a discontinued operation. The basis of this judgement is detailed above. The assessment as held for sale and associated valuation methodology results in a change in a key area of estimation from year end 31 March 2015, where the Dairies cash generating unit was not assessed as held for sale and was reviewed for impairment taking into consideration future cash flows on an on-going basis and the impact of a potential sale to create a risk weighted value in use calculation. This calculation had low levels of headroom and was highly sensitive to changes in assumptions. Since the year end there has been a significant deterioration in trading performance and a revision to the sale proceeds due to the one off payment to be made to Muller to help meet the costs of modified undertakings accepted by the CMA. In addition, the held for sale valuation does not take into account future property income of the retained business which was included within ongoing cash flow projections or additional tax benefits on completion of the transaction. See Note 8.

 

(ii) Nature of exceptional items

Items of a material, one-off nature, which result from a restructuring of the business or some other event or circumstance are disclosed separately in the consolidated income statement as exceptional. Management considers this to be an area of judgement due to the assumptions made around the nature of exceptional costs. See Note 4 and Note 8.

 

The key sources of estimation uncertainty that have a significant risk of causing material adjustments to the carrying amounts of assets and liabilities within the next year are:

 

(i) Held for sale valuation of the Dairies operation

On classification as held for sale, the Dairies operation's assets and liabilities are remeasured at the lower of their carrying amount and fair value less costs to sell. In calculating the fair value less costs to sell a number of estimates have had to be made in respect of expected sales proceeds and estimated future costs to sell. The expected sales proceeds have been estimated based on the agreed sales proceeds of £80 million reduced by a one-off payment of £15 million to Muller to help meet the additional costs of the modified undertakings accepted by the CMA and adjusted for an estimation of capital expenditure and profitability in line with the agreement targets and sales proceeds relating to properties included in the sale that were sold by the Group prior to completion. No adjustment has been made for any deviation from the agreed working capital levels. The expected costs to sell have been estimated based on contracted professional fees and estimates of costs associated with activities to separate the Dairies operation into a standalone business including one-off systems costs. See Note 8.

 

(ii) Measurement of defined benefit pension scheme assets and obligations

The Group recognises and discloses its retirement benefit obligation in accordance with the measurement and presentational requirement of IAS 19 'Retirement Benefit Obligations'. The calculations include a number of judgements and estimations in respect of the expected rate of return on assets, the discount rate, inflation assumptions, the rate of increase in salaries and life expectancy, amongst others. Changes in these assumptions can have a significant effect on the value of the retirement benefit obligation. There have been no significant changes in assumptions that have had a material impact on the valuation. See Note 10.

 

(iii) Calculation of promotional discount accruals

The Group accrues for agreed promotional funding. Accruals for promotional funding are calculated based on an estimated redemption rate of the promotion. The redemption rate used is dependent on the promotional mechanic and considers known historical data on the performance of that mechanic. Management considers this to be an area of judgement which is dependent on the customer mix and promotion mechanic.

 

(iv) Estimation of tax costs in France in relation to the sale of St Hubert

The sale of St Hubert resulted in tax payable in France both on the chargeable gain on disposal and on dividend payments made to the UK parent between 31 March 2012 and the date of disposal in August 2012. An estimate has been made of the likely tax costs resulting from these transactions, however, the final assessment has yet to be agreed with the French tax authorities, which may result in a change to the level of tax provisioning.

3 Segmental analysis

 

IFRS 8 requires operating segments to be determined based on the Group's internal reporting to the Chief Operating Decision Maker ("CODM"). The CODM has been determined to be the Company's Board members as they are primarily responsible for the allocation of resources to segments and the assessment of performance of the segments.

Following the announcement of the sale of the Dairies operation and the subsequent creation of a standalone Dairies operation, the CODM's primary focus for review and resource allocation in the period has been between the continuing business and the Dairies operation which has been classified as a discontinued operation and whose results are disclosed in Note 8 rather than this note.

 

The continuing business is managed centrally by functional teams (Demand, Supply, Procurement and Finance) that have responsibility for the whole of the continuing Group's product portfolio. Although some discrete financial information is available to provide insight to the management team of the key performance drivers, the product group profit is not part of the CODM's review. Management has judged that the continuing Group comprises one operating segment under IFRS 8. As such, disclosures required under IFRS 8 for the financial statements are shown on the face of the consolidated income statement and balance sheet.

To assist the readers of the financial statements, management considers it appropriate to provide voluntary disclosure on a basis consistent with historical reporting of the cheese and spreads product groups results included within the consolidated income statement. In disclosing the product group profit for the period, certain assumptions have been made when allocating resources which are centralised at a group level for the continuing business.

The 'Other' product group comprises revenue earned from distributing products for third parties and certain central costs net of recharges to the other product groups. Generally, central costs less external 'Other' revenue are recharged back into the product groups such that their result reflects the total cost base of the Group. 'Other' operating profit therefore is nil.

The results under the historical segmentation basis for the continuing business included in the financial information are as follows:

Year ended

Half year ended

31 March

30 September

2015

2015

2014

Restated

Restated

£m

£m

£m

External revenue

274.4

Cheese

128.5

131.4

170.0

Spreads

73.4

81.9

3.8

Other

1.9

2.0

448.2

Total product group external revenue - continuing operations

203.8

215.3

Product group profit *

33.1

Cheese

9.1

16.8

33.8

Spreads

10.9

12.7

-

Share of associate's net (loss) / profit

-

(0.1)

66.9

Total product group profit - continuing operations

20.0

29.4

(8.1)

Finance costs

(4.0)

(3.7)

58.8

Adjusted profit before tax - continuing operations **

16.0

25.7

(0.4)

Acquired intangible amortisation

(0.2)

(0.2)

(19.8)

Exceptional items (see Note 4)

(2.4)

(9.6)

(1.8)

Other finance expense - pensions

(0.3)

(0.9)

36.8

Group profit before tax - continuing operations

13.1

15.0

 

* Profit on operations before exceptional items and amortisation of acquired intangibles.

**Before exceptional items, amortisation of acquired intangibles and pension interest.

Seasonality of results

Consumer demand for our products tends to be lower during the summer months as it is impacted by warm weather and school holidays. Certain products experience increased sales in the run up to Christmas. Working capital normally increases in the first six months of the year as milk production is higher during the spring and summer, however, this impact can be offset by other factors including levels of cheese sales volumes, promotional activity and milk cost movements.

4 Exceptional items

 

Exceptional items comprise those items that are material and one-off in nature that the Group believes should be separately disclosed to assist in the understanding of the underlying financial performance of the Group.

 

The exceptional items charge to the operating costs of the continuing operations are analysed below. The exceptional items charged in relation to discontinued operations are analysed in Note 8.

Year ended

Half year ended

31 March

30 September

2015

2015

2014

Restated

Restated

£m

£m

£m

Operating costs

(3.4)

Demineralised whey powder and GOS projects

(2.4)

(1.1)

(16.7)

Spreads restructuring costs

-

(8.8)

(0.3)

Business reorganisation

-

(0.3)

0.6

Disposal of remaining interest in Wexford Creamery Limited

-

0.6

(19.8)

Total charged to operating costs from continuing operations

(2.4)

(9.6)

4.0

Tax relief on exceptional items

0.4

2.0

(15.8)

(2.0)

(7.6)

 

Demineralised whey powder and GOS projects

The Group is close to completing its significant investment in its cheese creamery at Davidstow, Cornwall. This investment will enable the Group to commence the manufacture of demineralised whey powder, a base ingredient of infant formula, and galacto-oligosaccharide ("GOS"), widely used in infant formula. Once completed, the Group will have invested around £75 million on the new manufacturing assets at Davidstow over the financial years ending 31 March 2015 and 31 March 2016. During the period £2.4 million of exceptional costs were incurred relating to project initiation and set up (year ended 31 March 2015: £3.4million). The tax credit of this exceptional charge in the period was £0.4 million (year ended 31 March 2015: £0.7 million).

 

Spreads restructuring costs

During the year ended 31 March 2015, the Group completed the consolidation of its spreads production operations into one site in Kirkby, Liverpool. As a result of this consolidation, the site at Crudgington, Shropshire ceased production in December 2014. This has resulted in exceptional costs in the comparative periods.

 

Business reorganisation

The Group reorganised the business into a single management and operational structure from 1 April 2013. This reorganisation resulted in exceptional redundancy costs in the comparative period of £0.3 million and the associated tax credit on this exceptional charge was £0.1 million.

 

Disposal of remaining interest in Wexford Creamery Limited

On 16 May 2014 the Group completed the sale of its 30% shareholding in Wexford Creamery Limited for €3.4 million (£2.8 million) realising a gain on disposal in the comparative period of £0.6 million.

5 Taxation

The tax expense for continuing operations for the half year ended 30 September 2015 has been calculated on the basis of the estimated effective tax rate on pre-exceptional profit for the full year of 20.0% (September 2014: 21.1%; March 2015: 20.1%). Tax relief on exceptional costs incurred by continuing operations for the half year ended 30 September 2015 was £0.4 million (September 2014: £2.0 million; year ended 31 March 2015 £4.0 million).

 

The tax attributable to discontinued operations is disclosed in Note 8. As a result of the future sale of the Dairies operation on 26 December 2015, the tax credit has been calculated on actual earning for the six months ended 30 September 2015 with an effective rate of 18.5%. Tax relief on exceptional costs incurred by discontinued operations for the half year ended 30 September 2015 was £17.6 million (September 2014: £1.1 million; year ended 31 March 2015 £2.6 million).

 

The deferred tax asset of £7.7 million as at 30 September 2015 has moved by £18.8 million from a liability of £(11.1) million at 31 March 2015. The main areas of movement relate to the trading losses and impairment of the Dairies operation.

6 Dividends

A dividend of £8.4 million (6.1 pence per share) (2014: £8.2 million; 6.0 pence per share) will be payable on 28 January 2016 to shareholders on the register on 8 January 2016. This dividend is not recorded in the balance sheet as a liability at 30 September 2015 because it had not been committed to at the balance sheet date.

7 Earnings per share

The basic earnings per share ("EPS") measures for the period have been calculated by dividing the profit attributable to equity shareholders from the relevant operations (continuing, discontinued and total group) by the weighted average shares in issue during the period, excluding those held by the Dairy Crest Employees' Share Ownership Plan Trust which are held as treasury shares and treated as cancelled.

 

The weighted average number of shares used in the calculation of basic EPS is detailed below along with the diluted weighted average number of shares used for the calculation of diluted EPS. The diluted weighted average number of shares reflects the dilutive impact of share options exercisable under the Group's share option schemes. Note that in the circumstances where there is a basic loss per share from continuing operations, share options are anti-dilutive and therefore are not included in the calculation of any other EPS measures.

 

To show earnings per share on a consistent basis, which in the Directors' opinion reflects the underlying performance of the Group more appropriately, adjusted earnings per share has been calculated.

 

Year ended

Half year ended

31 March

30 September

2015

2015

2014

Restated

Restated

£m

£m

£m

Continuing operations:

29.4

Profit attributable to equity shareholders

10.4

11.8

15.8

Exceptional items (net of tax)

2.0

7.6

0.3

Amortisation of acquired intangible assets (net of tax)

0.2

0.2

1.4

Pension interest expense (net of tax)

0.2

0.7

46.9

Adjusted earnings attributable to equity shareholders - continuing operations

12.8

20.3

Discontinued operations:

(8.9)

Loss attributable to shareholders

(119.8)

(11.1)

13.9

Exceptional items (net of tax)

103.1

8.6

5.0

Adjusted earnings attributable to equity shareholders - discontinued operations

(16.7)

(2.5)

20.5

Total profit / (loss) attributable to equity shareholders

(109.4)

0.7

51.9

Total adjusted earnings attributable to equity shareholders

(3.9)

17.8

136.7

Weighted average number of shares (million)

137.7

136.6

137.6

Diluted weighted average number of shares (million)

139.3

138.3

Earning per share

Continuing operations:

21.5p

Basic earnings per share from continuing operations

7.6p

8.6p

21.4p

Diluted earnings per share from continuing operations

7.5p

8.5p

34.3p

Adjusted basic earnings per share from continuing operations

9.3p

14.9p

34.1p

Adjusted diluted earnings per share from continuing operations

9.2p

14.7p

Discontinued operations:

(6.5)p

Basic loss per share from discontinued operations

(87.0)p

(8.1)p

(6.5)p

Diluted loss per share from discontinued operations

(86.0)p

(8.0)p

Total Group:

15.0p

Basic earnings / (loss) per share

(79.4)p

0.5p

14.9p

Diluted earnings / (loss) per share

(78.5)p

0.5p

38.0p

Adjusted basic earnings / (loss) per share

(2.8)p

13.0p

37.7p

Adjusted diluted earnings / (loss) per share

(2.8)p

12.9p

8 Discontinued operations The Group has classified the Dairies operation as discontinued, the basis of this classification is disclosed in Note 2. The results of the Dairies operation which have been included in the consolidated income statement within discontinued operations can be analysed as follows:  

Year ended

Half year ended

31 March

30 September

2015

2015

2014

£m

£m

£m

881.6

Revenue

355.8

466.8

(897.4)

Operating costs

(376.5)

(478.7)

17.6

Other income - property

0.2

7.5

1.8

Operating loss before exceptional operating items and tax attributable to discontinued operations

(20.5)

(4.4)

(16.5)

Exceptional operating items

(4.6)

(9.7)

(14.7)

Operating loss before tax attributable to discontinued operations

(25.1)

(14.1)

5.8

Attributable tax

4.2

3.0

(8.9)

Loss after tax from discontinued operations

(20.9)

(11.1)

-

Loss on assets held for sale

(116.1)

-

-

Attributable tax on the loss on assets held for sale

17.2

-

(8.9)

Loss for the period from discontinued operations

(119.8)

(11.1)

Loss per share for discontinued operations

(6.5)p

Basic

(87.0)p

(8.1)p

(6.5)p

Diluted

(86.0)p

(8.0)p

 a. Net cash flows attributable to discontinued operations Net cash flows attributable to the Dairies operation in the period and comparative periods are as follows:

Year ended

Half year ended

31 March

30 September

2015

2015

2014

£m

£m

£m

(21.5)

Cash flow from operating activities

(16.4)

(16.2)

7.5

Cash used in investing activities

(6.2)

2.3

(14.0)

Net cash flows attributable to discontinued operations

(22.6)

(13.9)

 

b. Exceptional items

 

Year ended

Half year ended

31 March

30 September

2015

2015

2014

£m

£m

£m

(13.9)

Exceptional operating items after attributable tax

(4.2)

(8.6)

-

Held for sale loss after attributable tax

(98.9)

-

(13.9)

Exceptional items after tax

(103.1)

(8.6)

 

Exceptional operating costs 

 

Year ended

Half year ended

31 March

30 September

2015

2015

2014

£m

£m

£m

(11.8)

Rationalisation of operating sites

(1.6)

(9.3)

(4.3)

Costs associated with the separation and proposed sale of the Dairies operation

(3.0)

-

(0.4)

Disposal of the business and assets of FoodTec UK Limited

-

(0.4)

(16.5)

Exceptional operating costs - discontinued operations

(4.6)

(9.7)

2.6

Tax relief on exceptional items

0.4

1.1

(13.9)

(4.2)

(8.6)

 

8 Discontinued operations (continued)

 

Rationalisation of operating sites

In September 2014, the Group announced it had started consultation with employees and their representatives regarding the closure of its glass bottling dairy in Hanworth, West London. An exceptional charge of £1.2 million was incurred in the period (year ended 31 March 2015: £2.5 million), primarily comprising accelerated depreciation of assets following an assessment of their useful economic lives as well as other associated closure costs. The Group ceased production at its specialist cream potting factory in Chard, Somerset in September 2015. As a result £0.4 million of closure costs have been recognised in the period. In the year ended 31 March 2015, a £7.8 million impairment charge was recognised to write the assets down to £nil and a charge of £1.5 million in relation to redundancy and closure costs was also recognised. The tax credit on these exceptional costs in the period was £0.3 million (year ended 31 March 2015: £2.1 million).

Costs associated with the separation and proposed sale of the Dairies operations

In the year ended 31 March 2015, the Group started the process of separating its Dairies operation into a standalone operating unit to support the potential sale and increase focus in the challenging Dairies market. In the year ended 31 March 2015, the Group incurred £2.7million of professional fees relating to the transaction and £1.6 million in relation to the separation of the Dairies operation including one off systems costs. In the half year ended 30 September 2015, the Group incurred a further £0.6 million of professional fees and £2.4 million of separation costs such as one off systems costs. A number of other fees will be incurred by the Group in relation to the completion of the sale and these have been provided in the held for sale calculation below. The tax credit on this exceptional charge in the period was £0.1 million (year ended 31 March 2015: £0.5 million).

Disposal of business and assets of FoodTec UK Limited

On 29 July 2014, the Group completed the sale of the business and assets of FoodTec UK Limited for consideration of £1.2 million, realising a loss on disposal of £0.4 million.

Loss on assets held for sale

The classification as held for sale requires assets and liabilities to be measured at the lower of their carrying amounts and fair value less costs to sell. See Note 2. The expected sales proceeds have been estimated based on the agreed sales proceeds of £80 million reduced by a one-off payment of £15 million to Muller to help meet the additional costs of the modified undertakings accepted by the CMA. They have been adjusted for an estimation of capital expenditure and profitability in line with the agreement targets and sales proceeds relating to properties included in the sale that were sold by the Group prior to completion. No adjustment has been made for any deviation from the agreed working capital levels. As a result, the value of intangible assets and property, plant and equipment has been impaired to reflect the expected sale proceeds, resulting in an impairment charge of £106.2 million. The continuing business deferred tax position has been adjusted to reflect this impairment. The fair value calculation used in estimating sales proceeds is a Level 3 valuation under IFRS 13: Fair value measurement, namely, that a number of inputs are unobservable.

The loss on assets held for sale also includes a provision for costs to be incurred in relation to the disposal. These costs include professional fees of £4.3 million (£3.0 million is conditional on completion), employee completion bonuses of £3.4 million and separation costs of £2.2 million to create a standalone operation which includes one off systems costs.

Half year ended

30 September

2015

£m

Impairment charge

(106.2)

Costs of sale

(9.9)

Loss on assets held for sale

(116.1)

Attributable tax

17.2

(98.9)

 

 

8 Discontinued operations (continued)

 

c. Assets held for sale

Detailed below is an analysis of the assets and liabilities disclosed as held for sale at 30 September 2015, valued at the lower of their carrying amounts and fair value less costs to sell. A provision of £9.9 million has been included in the balance sheet in relation to future costs associated with completion of the sale of the Dairies operation.

 

30 September

2015

£m

Property, plant and equipment

27.2

Inventories

32.4

Trade and other receivables

12.7

Assets of disposal group classified as held for sale

72.3

Trade and other payables

(32.8)

Provisions

(9.9)

Liabilities associated with the assets of the disposal group classified as held for sale

(42.7)

Net assets classified as held for sale*

29.6

*Fair value less costs to sell 9 Analysis of net debt

 

Year ended

Closing net debt

Half year ended

31 March

30 September

2015

2015

2014

£m

£m

£m

-

Loans repayable in less than one year *

91.2

-

-

Finance leases repayable within one year

1.4

-

-

Debt issuance costs

(0.1)

-

-

Short-term borrowings

92.5

-

263.2

Loans repayable in greater than one year

199.4

267.1

-

Finance leases repayable in greater than one year

3.2

-

(0.2)

Debt issuance costs

(0.1)

(0.2)

263.0

Long-term borrowings

202.5

266.9

(50.6)

Cash and short-term deposits

(41.6)

(54.7)

212.4

Borrowings and cash - before impact of cross-currency swaps

253.4

212.2

0.2

Debt issuance costs excluded

0.2

0.2

(13.9)

Impact of cross-currency swaps **

(11.3)

(2.8)

198.7

Net Debt

242.3

209.6

 

* The Group has US$123.0 million (£81.2 million) and £10.0 million of loan notes that will expire in April 2016

 

*\* The Group has US$204.4 million and €10.7 million of loan notes against which cross-currency swaps have been put in place to fix interest and principal repayments in Sterling (September 2014: US$204.4 million and €10.7 million; March 2015: US$204.4 million and €10.7 million). Under IFRS, currency borrowings are retranslated into Sterling at year end exchange rates. The cross-currency swaps are recorded at fair value and incorporate movements in both market exchange rates and interest rates. The Group defines net debt so as to include the effective Sterling liability where cross-currency swaps have been used to convert foreign currency borrowings into Sterling. The £11.3 million adjustment included above (September 2014: £2.8 million; March 2015: £13.9 million) converts the Sterling equivalent of Dollar and Euro loan notes from year end exchange rates (£142.8 million (September 2014: £134.4 million; March 2015: £145.4 million)) to the fixed Sterling liability of £131.5 million.

On 4 April 2014 there was a natural maturity of loan notes of £27.4 million (€30.6 million).

 

9 Analysis of net debt (continued)

 

Movement in net debt

Opening

Cash

Non-cash

Exchange

Closing

balances

flow

movement*

movement

balances

Six months ended 30 September 2015

£m

£m

£m

£m

£m

Cash and short-term deposits

50.6

(9.0)

-

-

41.6

Borrowings

(263.2)

(30.0)

-

2.6

(290.6)

Finance leases

 -

0.7

(5.3)

-

(4.6)

Cross-currency swaps

13.9

-

-

(2.6)

11.3

(198.7)

(38.3)

(5.3)

-

(242.3)

Six months ended 30 September 2014

Cash and short-term deposits

67.3

(12.3)

-

(0.3)

54.7

Borrowings

(205.5)

(58.7)

-

(2.9)

(267.1)

Finance leases

(1.8)

1.8

-

-

-

Cross-currency swaps

(2.2)

2.1

-

2.9

2.8

(142.2)

(67.1)

-

(0.3)

(209.6)

Year ended 31 March 2015

Cash and short-term deposits

67.3

(15.9)

-

(0.8)

50.6

Borrowings

(205.5)

(43.7)

-

(14.0)

(263.2)

Finance leases

(1.8)

1.8

-

-

-

Cross-currency swaps

(2.2)

2.1

-

14.0

13.9

(142.2)

(55.7)

-

(0.8)

(198.7)

 

*Non-cash movement relates to the recognition of finance leases on the agreement of a secondary lease term

for assets at Nuneaton.

 

10 Retirement benefit obligations

 

The Group has a defined benefit pension scheme (Dairy Crest Group Pension Fund), which is closed to future service accrual and a defined contribution scheme (Dairy Crest Group Defined Contribution Scheme).

The net pension liability of the Group's defined benefit pension scheme at 30 September 2015 can be analysed as follows:

31 March

30 September

2015

2015

2014

£m

£m

£m

53.1

Equities

46.1

47.4

592.6

Bonds and cash

574.8

558.8

10.7

Equity return swaps valuation

(6.1)

(1.2)

106.0

Property and other

109.3

98.0

306.8

Insured retirement obligations

288.8

305.0

1,069.2

1,012.9

1,008.0

(790.4)

Defined benefit obligation:

Uninsured retirement obligations

(741.7)

(767.9)

(303.3)

Insured retirement obligations

(285.5)

(305.0)

(1,093.7)

Total defined benefit obligation

(1,027.2)

(1,072.9)

(16.9)

Recognition of liability for unrecoverable notional surplus

(18.9)

(3.8)

(1,110.6)

(1,046.1)

(1,076.7)

(41.4)

Net liability recognised in the balance sheet

(33.2)

(68.7)

16.0

Related deferred tax asset

14.4

17.0

(25.4)

Net pension liability

(18.8)

(51.7)

Analysis of movements in the Group pension deficit during the period:

(47.6)

Opening deficit before recognition of liability for unrecoverable notional surplus

(24.5)

(47.6)

(1.8)

Net finance cost

(0.3)

(0.9)

1.8

Past service cost

-

-

(0.8)

Administration costs incurred

(0.4)

(0.4)

11.1

Actuarial gain/(loss)

3.8

(22.2)

12.8

Contributions by employer

7.1

6.2

(24.5)

Closing liability (excluding liability for unrecoverable notional surplus)

(14.3)

(64.9)

10 Retirement benefit obligations (continued)

 

The principal assumptions used in determining the retirement benefit obligations for the Group's pension scheme are as follows:

Mar 15

Sep 15

Sep 14

3.1

Price inflation - RPI (%)

3.2

3.4

2.0

Price inflation - CPI (%)

2.1

2.4

23.9

Life expectancy at 65 for a male currently aged 50 (years)

23.9

23.8

22.4

Average expected remaining life of a 65 year old retired male (years)

22.4

22.3

26.8

Life expectancy at 65 for a female currently aged 50 (years)

26.8

26.7

24.6

Average expected remaining life of a 65 year old retired female (years)

24.6

24.5

3.4

Discount rate (%)

3.8

3.8

 

The Company and Trustee have agreed a long-term strategy for reducing investment risk as and where appropriate. This includes an asset-liability matching policy, which aims to reduce the volatility of the funding level of the Fund by investing in assets which perform in line with the liabilities of the Fund so as to protect against inflation being higher than expected. In December 2008 and June 2009, certain obligations relating to retired members were hedged by the purchase of annuity contracts.

 

From October 2009, the Group has been making additional funding contributions to the scheme of £20.0 million per annum. Under the latest schedule of contributions, which was signed in March 2014, the level of contributions will reduce to £13.0 million per annum for 2014/15 and 2015/16, increasing to £16.0 million per annum in 2016/17 and £20.0 million per annum for 2017/18 through to 2019/20. These annual contributions include £2.8 million per annum of rental payments for land and buildings that are subject to a sale and leaseback agreement between the Group and the Fund as part of the schedule of contributions. In addition to these contributions the company has granted the Trustee a floating charge over the maturing cheese inventories with a maximum realisable value of £60 million.

 

The Group is entitled to any surplus on winding up of the Fund albeit refunds are subject to tax deductions of 35% at source. Based on the present value of committed cash contributions at 30 September 2015 and the IAS 19 valuation at that date of £14.3 million, £18.9 million would be deducted from any notional surplus returned to the Group and this has been recognised as an additional liability in accordance with IFRIC 14. However, it should be noted that cash contributions are determined by reference to the triennial actuarial valuation, not the IAS 19R valuation. The actuarial deficit is greater than that recognised under IAS 19R since liabilities are discounted by reference to gilt yields rather than high quality corporate bond yields.

11 Related party transactions

There were no significant related party transactions in the period.

 

In the comparative period the Group's only significant related party was its associate, Wexford Creamery Limited ("WCL"). During the period to disposal on 16 May 2014, the Group purchased cheese at a cost of £0.5 million from WCL.

12 Financial Instruments

 

The following table summarises the Group's financial instruments.

31 March

30 September

2015

2015

2014

£m

£m

£m

Financial Assets

14.7

Cross currency swaps (cash flow hedges)

12.2

7.2

14.7

12.2

7.2

Financial Liabilities

(2.1)

Cross currency swaps (cash flow hedges)

(1.9)

(5.0)

(105.0)

Bank loans (at amortised cost)

(135.0)

(120.0)

(158.2)

Loan notes (at amortised cost)

(155.6)

(147.1)

-

Obligations under finance leases

(4.6)

-

0.2

Debt issuance costs

0.2

0.2

(265.1)

(296.9)

(271.9)

12 Financial Instruments (continued)

 

Fair values of financial assets and financial liabilities

The carrying amounts and the fair values of all of the Group's financial instruments that are carried in the financial statements are the same with the exception of the loan notes. The carrying value of the loan notes was £155.6 million and the fair value was £158.6 million. The fair value of borrowing has been calculated by discounting the expected future cash flows at a prevailing interest rate.

 

Fair value hierarchy

All derivative financial instruments and loan notes are fair valued at each balance sheet date and all comprise Level 2 valuations under IFRS 13: Fair value measurement, namely, that they are based on inputs observable directly (from prices) or indirectly (derived from prices).

Valuation techniques

The fair values of cross currency swaps and forward exchange contracts are measured by the external counterparties to the contracts and verified using present value of future cash flows at discount rates implied by the forward curve. These valuation techniques maximise the use of observable market data where it is available.

 

The fair value of loan notes has been measured by reference to yields of publicly quoted debt of equivalent duration, coupon and credit-worthiness.

 

 

13 Commitments and contingencies

Capital expenditure contracted for but not provided for in the interim financial statements amounts to £32.7 million (September 2014: £50.1 million; March 2015: £21.6 million).

 

14 Post balance sheet events

On 6 October 2015, the Group refinanced its revolving credit facility. The £170 million plus €90 million revolving facility which was due to expire in October 2016 was cancelled and replaced by a £240 million facility of which £80 million will expire on 6 October 2018 and £160 million on 6 October 2020.

 

On 19 October 2015, it was announced that the sale of Dairy Crest's Dairies operation to Muller UK & Ireland Group LLP will complete on 26 December 2015, following approval of the transaction by the Competition and Markets Authority.

 

On 2 November 2015, three properties owned by the Group's defined benefit pension fund were repurchased by the Group for a consideration of £8.3 million. This will have the effect of reducing future cash contributions paid by the Group into the Fund by £2.8 million per annum.

 

 

 

Statement of directors' responsibilities

 

The directors confirm that this condensed set of financial statements has been prepared in accordance with IAS 34 as adopted by the European Union and that the interim management report herein includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R of the Disclosure and Transparency Rules. The Board of Directors that served during the six months ended 30 September 2015, and their respective responsibilities, can be found on pages 32 and 33 of the 2015 Annual Report and Accounts.

 

By order of the Board

 

M Allen T Atherton

Chief Executive Finance Director

4 November 2015 4 November 2015

 

 

Principal risks and uncertainties

The Board considers risk assessment, identification of mitigating actions and internal controls to be fundamental to achieving Dairy Crest's strategic corporate objectives. The principal factors considered when assessing Dairy Crest's ability to achieve its short-term and long-term objectives are:

 

- Economic, cultural and market conditions which influence consumer and customer behaviour;

- Relationships with dairy farmers and future milk sourcing;

- The impact of increased milk costs and the volatility of ingredients and other commodity markets;

- Investing in our brand portfolio and innovative new product development;

- Attracting and retaining the best people;

- Maintaining high levels of food safety standards and operational performance across the manufacturing base;

- Impact of financial market turmoil on pension scheme assets and future funding requirements;

- Regulatory and legal risks; and

- Environmental trends and risks.

There have been no significant changes in the material risks faced by the Group since publication of the 2015 Annual Report. The processes by which the Board safeguards shareholder value and the assets of the Group and risks and uncertainties that would have a significant impact on long-term value generation are set out in the 2015 Annual Report and Accounts on pages 14 to 15.

 

Independent Review Report to Dairy Crest Group plc

 

Introduction

 

We have been engaged by Dairy Crest Group Plc ("the Company") to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2015 which comprises Consolidated income statement, Consolidated statement of comprehensive income, Consolidated balance sheet, Consolidated statement of changes in equity, Consolidated cash flow statement and the related notes 1 to 14. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

 

This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.

 

Directors' Responsibilities

 

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

As disclosed in note 2, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.

 

Our Responsibility

 

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

 

Scope of Review

 

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2015 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

 

Ernst & Young LLP

London

4 November 2015

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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