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Interim Results Announcement

8 Nov 2012 07:00

RNS Number : 6032Q
Dairy Crest Group PLC
08 November 2012
 



 8 November 2012

Dairy Crest Group plc ("Dairy Crest")

Interim Results Announcement

 

Dairy Crest today announces its unaudited results for the six months ended 30 September 2012:

 

 Half year ended 30 September
Financial Highlights:20122011Change

Revenue: 1

£688.2m

£739.1m

-7%

Profit for the period:

£49.3m

£29.9m

+65%

Adjusted profit before tax: 1,2

£19.1m

£22.7m

-16%

Basic earnings per share:

37.0p

22.4 p

+65%

Adjusted basic earnings per share: 1,2

11.7p

14.6p

-20%

Half year net debt:

£75.8m

£365.3m

-79%

Interim dividend:

5.7p

5.7p

-

 

1 amounts exclude the discontinued St Hubert business, sold in August 2012

 

2 from continuing operations, before exceptional items, amortisation of acquired intangibles and pension interest

 

·; Much improved financial position following successful disposal of St Hubert

- St Hubert sold for €430 million, generating a post-tax profit on sale of £47.7 million

- Balance sheet transformed. Net debt: EBITDA ratio 0.7x (2011: 2.4x)

- Well placed to make targeted, value-enhancing acquisitions in the UK

 

·; Strong performance from key brands and new products

- UK Spreads and Cheese sales jointly up 3%

- Four key brands together recorded double digit volume and value growth

- New products, Chedds and FRijj the Incredible, now firmly established

- Further innovation planned for second half

- Increased A&P investment to maintain momentum - all four brands on television in the period

·; Accelerated efficiency cost savings

- Ongoing costs discipline throughout business

- Annual cost savings ahead of £20 million target

  

·; Dairies profits lower in continuing difficult trading environment

- Sales down 11% in line with strategy to reduce exposure to this sector

- Milk price support for supplying farmers in challenging times

- On track with clear plan to restore 3% return on sales in the medium term

 

Mark Allen, Chief Executive, said:

 

"Dairy Crest has had a busy first six months as we continued to navigate a challenging trading environment. The decisive actions we have taken during the period leave us well placed as we move forward.

 

The sale of St Hubert has created a more focused business and a much stronger balance sheet. We now have the ability to make UK acquisitions, but we will take time to ensure that any transaction creates value for our shareholders.

 

Despite the challenging environment we have continued to grow our key brands. We have reduced our cost base and made improvements to our Dairies business. We expect this to benefit future profitability.

 

We remain confident that full year performance will be in line with our expectations."

 

 

For further information:

 

Dairy Crest Group plc

Arthur Reeves

01372 472236

Brunswick

Simon Sporborg

020 7404 5959

 

A video interview with Mark Allen 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 8.45 (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.

 

Much improved financial position

Earlier in the year we announced our intention to refocus our business on the UK by selling our French Spreads business, St Hubert. The disposal was completed during the period for a consideration of €430 million. The price achieved reflects the increased profits and market share that the business achieved under our ownership. Following the disposal our financial position is much improved and our net debt position at the end of the period was £75.8 million, down from £365.3 million at 30 September 2011. In the normal course of business and in line with seasonal trends we expect net debt to reduce further during the next six months and that net debt at 31 March 2013 will be around £60 million depending on the timing of customer receipts (31 March 2012: £ 336.4 million).

 

We recorded a post-tax profit on sale of £47.7 million on this transaction. Following the sale, the Financial Statements have been restated to exclude St Hubert from continuing operations and the post-tax St Hubert results have been separately disclosed as discontinued.

 

Our aim in deploying the cash received from the transaction will be to preserve the Group's capacity to make targeted acquisitions in the UK, while providing appropriate long-term funding for the pension fund and driving towards a more efficient debt structure.

 

We recognise our shareholders value the income they receive from Dairy Crest and, despite the initial dilution arising from the disposal of St Hubert, we have maintained our interim dividend at 5.7 pence.

 

Operating review

During the first six months of 2012/13 Dairy Crest has worked hard to balance the needs of consumers who are under ongoing financial pressure, a fiercely competitive retail environment and a difficult summer for our dairy farmers.

 

In line with our strategy we have continued to focus on growing our key brands, innovation and driving efficiencies across the business. 

 

Key brands grow strongly and UK sales mix improves

Total sales of our four key brands (Cathedral City, Country Life, Clover and FRijj) were up 11% compared to the same period last year, driven primarily by increased volumes of 10%.

 

Cathedral City (£250 million), Clover (£100 million) and FRijj (£50 million) have all achieved significant retail sales milestones in the period.

 

We have continued to support these brands with increased advertising spend compared to the first half of last year. All four, together with milk&more, were advertised on television in the period - the first time that this has happened.

 

In line with our commitment to innovation we have recently launched two more new products, Cathedral City Selections and Caramel Latte FRijj. Initial sales are promising.

 

We have seen pleasing growth in the sales of two new products launched last year, Chedds and FRijj the Incredible. We are also encouraged by the performance of FryLight which we acquired last year.

 

Weekly milk&more sales and customer numbers remain steady at around £1.2 million and 200,000 respectively.

 

Despite this strong branded sales performance overall Group sales are down 7%, reflecting lower milk and ingredients sales and cream realisations. Sales in the Cheese and UK Spreads businesses together increased by 3% whereas those in our Dairies business fell by 11%. This is in line with our plans to create a smaller, more sustainable, Dairies business.

 

Annual cost reductions ahead of £20 million target

Cost reduction remains an important part of our strategy, and in the six months ended 30 September 2012 we have made good progress to improve efficiency across the business.

 

In our Dairies business we have closed two dairies at Aintree, Liverpool and Fenstanton, Cambridgeshire and 23 depots since the start of the financial year. We have also entered the final phase of the rationalisation of administration in the remaining depots and will complete this in the second half of the year and have closed our Sunbury distribution hub, with these operations moving to our National Distribution Centre at Nuneaton.

 

The rationalisation of our Dairies manufacturing footprint has been facilitated by our three-year, £75 million capital expenditure programme for our liquid milk dairies. This will be completed in the second half on time and on budget. This investment, which includes new high-speed filling lines, increased coldstore capacity and expanded FRijj processing, has improved operating costs, service and quality in our four remaining dairies and will lead to further improvements over time.

 

Following the successful transfer of all Clover production from Crudgington, Shropshire to Kirkby, Liverpool (which will deliver financial benefits in the second half of the year) we announced in September 2012 our intention to consult with employees at Crudgington on plans to consolidate all of our spreads production into Kirkby. As a result our site in Crudgington will potentially close in 2014.

 

We continually seek further cost reductions and have achieved savings in milk collection, packaging and vehicle servicing contracts in the period.

 

As a result we expect to achieve cost savings ahead of our ongoing annual target of £20 million this year.

 

Building a profitable, sustainable Dairies business

We are committed to creating a sustainable Dairies business. Despite a difficult first half we remain on track to achieve a 3% return on sales in the medium term.

 

This business will be based around an efficient network of dairies supplying milk to customers who are prepared to pay fair prices; a profitable and growing brand, FRijj; other added value products; and a home delivery business providing great customer service.

 

We also remain committed to our farmers from whom we need a strong and secure milk supply and to whom we will pay fair prices.

 

We have backed up our commitments with decisive actions in the period. As noted above we have significantly reduced our cost base and rationalised our milk processing capability on the back of long-term capital investment.

 

This rationalisation has allowed us to reduce our exposure to less profitable customers and successfully implement milk selling price increases. This is a critical development in restoring margins in the second half of the year.

 

Since the period end we have also launched a smaller-sized, longer life, FRijj milkshake which will allow us to grow this brand in the convenience market and accelerate the strong growth achieved over recent years.

 

The increasing financial pressures that consumers are facing have led to a fall in the number of customers to whom our milkmen deliver. Despite this difficult background, our internet-based service, milk&more has maintained customer numbers and sales. We continue to enhance the milk&more service and have updated our website and improved the performance of our customer call centre.

 

To support our farmers we have adopted a newly introduced industry voluntary code of practice on contracts and are pioneering the development of an agreed transparent formula to determine the price we pay our farmers for their milk. We have also increased the price we pay them for their milk since the period end, reflecting higher selling prices and recent improvements in commodity markets, and are doing more to support them in areas such as herd health and on-farm efficiency.

 

We expect the actions our Dairies business is taking will lead to increased profits from this business in the second half towards a 3% return on sales in the medium term.

 

Financial review

Group revenue of £688.2 million excludes revenue from the St Hubert business and is a 7% reduction from last year predominantly reflecting lower milk volumes in our Dairies segment.

 

Group pre-exceptional profit from continuing operations fell 10% to £29.4 million (2011: £32.7 million).

 

Property profits, arising from an ongoing programme of sales of delivery depots that we no longer require, were £4.8 million in the six months ended 30 September 2012 (2011: £4.6 million).

 

Exceptional restructuring costs of £29.7 million are significantly higher than the £2.7 million incurred last year, however we recorded a post-tax profit of £47.7 million on the disposal of St Hubert in August 2012. This gain along with the post-tax results of the St Hubert business have been classified as discontinued operations in the Group consolidated income statement and prior year numbers have been restated accordingly.

 

Summarised segmental performance

Six months ended 30 September

2012

2011

2012

2011

Revenue

Revenue

Profit *

Profit *

£m

£m

£m

£m

Cheese

111.6

101.8

15.6

16.5

Spreads

97.5

101.0

11.9

10.7

Dairies

476.9

533.8

2.1

5.8

Other / associates

2.2

2.5

(0.2)

(0.3)

Total

688.2

739.1

29.4

32.7

 

* Profit on operations and share of associates before amortisation of acquired intangibles of £0.2 million (2011: £0.3 million) and exceptional items of £29.7 million (2011: £2.7 million).

 

Cheese

Revenues have increased by 10% reflecting growth in Cathedral City volumes and higher selling prices. Profits have decreased slightly from £16.5 million in 2011 to £15.6 million in 2012. This was expected following increased milk costs in 2011 and also higher investment in advertising this year.

 

Spreads

Spreads now comprises only the UK spreads business. Revenue of £97.5 million represents a 3% decline due to lower selling prices and reduced non-key brand volumes. However margins have improved from 10.6% to 12.2% with profits 11% higher at £11.9 million. Clover production was successfully transferred from Crudgington to Kirkby in the half.

 

Dairies

The 10.7% decline in Dairies revenues reflects the lower fresh milk volumes in this business following the decision to close the dairies at Liverpool and Fenstanton together with reduced ingredients volumes and realisations. We supported our farmers who faced difficult weather and higher animal feed costs by maintaining our milk prices despite lower commodity returns, particularly for cream. This adversely affected profits in this division in the period which, including property profits of £4.8 million, amounted to £2.1 million.

 

Other items - continuing operations

Finance costs of £10.3 million are marginally higher than last year reflecting higher levels of net debt up until the 28 August when the St Hubert business was sold. The sales proceeds were used to repay amounts drawn under revolving credit facilities but we have a significant level of fixed-term loan note funding and therefore in the short-term have significant cash balances on deposit where returns are low.

 

Group adjusted profit before tax (before exceptional items, amortisation of acquired intangibles and pension interest) was £19.1 million, down 16% versus £22.7 million in 2011.

 

Exceptional costs of £29.7 million arise predominantly from the level of restructuring being undertaken in our Dairies business in order to improve future returns. We have incurred £12.6 million in relation to the closures of Liverpool and Fenstanton and a further £4.4 million on the final phase of rationalisation of administration functions across our depot network.

 

In our Spreads segment we incurred costs of £2.4 million in relation to the consolidation of Clover manufacture into one site at Kirkby. Furthermore, following our announcement in September 2012 to consult with employees on consolidating all UK Spreads manufacture onto one site at Kirkby, we have impaired property, plant and equipment at Crudgington by £10.3 million (a non-cash charge).

 

The total cash cost of these exceptional items in the first half was £14.7 million.

 

The pre-exceptional tax expense of £4.2 million represents an effective tax rate of 19% based on expectations for the full year. This UK rate benefits from property profits which do not attract tax due to rollover relief and significant brought forward capital losses. Cash tax payments are considerably lower than this as pension contributions of £20 million per annum are tax deductible but do not impact the effective tax rate. The equivalent full year effective tax rate for 2011/12 was 19.5%.

 

Discontinued operations

Discontinued operations includes the post-tax results from St Hubert as well as the exceptional gain on disposal of this business. The post-tax results include amortisation of acquired intangibles in relation to St Hubert but do not include any interest costs on the debt used to fund the acquisition as all interest costs were paid in the UK.

 

Overall performance

The significant gain on disposal of £47.7 million results in an overall Group profit for the period of £49.3 million, up £19.4 million on the same period last year.

 

Basic earnings per share of 37.0 pence were up 65% in line with the profit for the period. Adjusted basic earnings per share of 11.7 pence represents a 20% reduction in the half, consistent with the reduction in adjusted profit before tax.

 

The directors have declared an interim dividend of 5.7 pence per share, unchanged from 2011.

 

Balance sheet

Group net debt amounted to £75.8 million at 30 September 2012 reflecting the disposal proceeds from St Hubert. As normal, we have seen a working capital build in the first half of the year with stocks (adjusted for St Hubert) increasing by £20 million, most of which relates to increased cheese stocks to support future volume growth of Cathedral City. In addition, working capital at March 2012 benefited from the early settlement of invoices by certain customers which did not repeat in September.

 

The receipt of €430 million from the disposal of St Hubert has been used in part to repay drawdowns from our revolving credit facility, with the balance on short-term deposits.

 

The carrying values of goodwill (£74.3 million) and intangible assets (£29.3 million) are significantly reduced following the disposal of St Hubert.

 

The pension deficit reported under IAS 19 increased marginally in the first half to £83.8 million (March 2012: £79.8 million). We continue to make cash contributions of £20 million per annum and are in discussion with the Trustee as to the most appropriate levels of funding following receipt of the proceeds from the sale of St Hubert.

 

Other information

The principal risks and uncertainties affecting the Group are set out below the statement of directors' responsibilities and further details are disclosed on pages 16 and 17 of the 2012 Annual Report and Accounts. Related party transactions are given in note 12 to the consolidated financial information.

 

Summary and outlook

Dairy Crest has had a busy first six months as we continued to navigate a challenging trading environment. The decisive actions we have taken during the period leave us well placed as we move forward.

 

The sale of St Hubert has created a more focused business and a much stronger balance sheet. We now have the ability to make UK acquisitions, but we will take time to ensure that any transaction creates value for our shareholders.

 

Despite the challenging environment we have continued to grow our key brands. We have reduced our cost base and made improvements to our Dairies business. We expect this to benefit future profitability.

 

We remain confident that full year performance will be in line with our expectations.

 

Mark Allen

Chief Executive

8 November 2012

Consolidated income statement

(unaudited)

 

 

 

Year ended 31 March 2012

Half year ended 30 September 2012

Half year ended 30 September 2011

Before

Before

Before

exceptional

Exceptional

exceptional

Exceptional

exceptional

Exceptional

items

items

Total

items

items

Total

items

items

Total

£m

£m

£m

Note

£m

£m

£m

£m

£m

£m

1,514.7

-

1,514.7

Group revenue

4

688.2

-

688.2

739.1

-

739.1

(1,451.2)

(93.9)

(1,545.1)

Operating costs

(663.6)

(29.7)

(693.3)

(711.0)

(2.7)

(713.7)

4.6

-

4.6

Other income - property

4.8

-

4.8

4.6

-

4.6

68.1

(93.9)

(25.8)

Profit / (loss) on operations

29.4

(29.7)

(0.3)

32.7

(2.7)

30.0

(21.1)

-

(21.1)

Finance costs

(10.3)

-

(10.3)

(10.0)

-

(10.0)

5.5

-

5.5

Other finance income - pensions

3.0

-

3.0

2.7

-

2.7

(0.3)

-

(0.3)

Share of associate's net loss

(0.2)

-

(0.2)

(0.3)

-

(0.3)

52.2

(93.9)

(41.7)

Profit / (loss) before tax

4

21.9

(29.7)

(7.8)

25.1

(2.7)

22.4

(10.2)

13.1

2.9

Tax (expense) / credit

6

(4.2)

6.8

2.6

(3.9)

0.6

(3.3)

42.0

(80.8)

(38.8)

Profit / (loss) for the period from continuing operations

17.7

(22.9)

(5.2)

21.2

(2.1)

19.1

21.7

-

21.7

Profit for the year from discontinued operations

9

6.8

47.7

54.5

10.8

-

10.8

63.7

(80.8)

(17.1)

Profit / (loss) for the period

24.5

24.8

49.3

32.0

(2.1)

29.9

All amounts are attributable to owners of the parent.

 

As a result of its disposal, the results of the St Hubert business have been classified as discontinued operations and prior period comparatives have been restated accordingly. The post-tax profit relating to discontinued activities is further analysed in Note 9.

 Year ended

31 March 2012

Earnings per share - continuing operations

Half year ended 30 September 2012

Half year ended 30 September 2011

(12.8)

Basic earnings / (loss) per share (pence)

8

37.0

22.4

(12.8)

Diluted earnings / (loss) per share (pence)

8

36.2

21.9

28.9

Adjusted basic earnings per share (pence) *

8

11.7

14.6

28.4

Adjusted diluted earnings per share (pence) *

8

11.4

14.2

 

* Adjusted earnings per share calculations exclude exceptional items, amortisation of acquired intangibles, discontinued operations and the pension interest in relation to the defined benefit pension scheme.

A final dividend of £19.6 million (14.7 pence per share) was paid in the period to 30 September 2012 (2011: £18.9 million; 14.2 pence per share). A dividend of £7.8 million (5.7 pence per share) was approved by the Board on 7 November 2012 for payment on 24 January 2013 (2011: £7.6 million; 5.7 pence per share). See Note 7.

Consolidated statement of comprehensive income

(Unaudited)

 

Year ended

Half year ended

31 March

30 September

2012

2012

2011

£m

Note

£m

£m

(17.1)

Profit / (loss) for the period

49.3

29.9

Net investment hedges:

(19.3)

Exchange differences on foreign currency net investments

(14.5)

(8.5)

Exchange differences on foreign currency borrowings designated as net

7.7

investment hedges

6.0

3.3

(11.6)

(8.5)

(5.2)

-

Exchange differences reclassified to profit and loss on sale of subsidiary

11.4

-

(46.2)

Actuarial losses

11

(17.3)

(62.8)

4.3

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

7.0

(2.9)

(8.3)

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

(6.2)

0.7

(0.2)

Exchange differences on investment in associate

-

(0.1)

11.9

Tax relating to components of other comprehensive income

3.8

16.0

(50.1)

Other comprehensive loss for the period, net of tax

(9.8)

(54.3)

(67.2)

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

39.5

(24.4)

All amounts are attributable to owners of the parent.

Consolidated balance sheet

(Unaudited)

 

 

31 March

30 September

2012

2012

2011

£m

Note

£m

£m

Assets

Non-current assets

282.9

Property, plant and equipment

256.4

287.5

260.0

Goodwill

74.3

336.9

170.5

Intangible assets

29.3

177.2

0.5

Investment in associate using equity method

0.5

0.7

1.3

Deferred consideration

1.3

1.4

16.6

Financial assets - Derivative financial instruments

8.6

21.2

731.8

370.4

824.9

Current assets

187.8

Inventories

204.0

194.9

131.5

Trade and other receivables

122.5

158.9

0.3

Financial assets - Derivative financial instruments

6.0

0.1

79.4

Cash and short-term deposits

10

265.0

45.5

399.0

597.5

399.4

1,130.8

Total assets

4

967.9

1,224.3

Equity and liabilities

Non-current liabilities

(419.7)

Financial liabilities

- Long-term borrowings

10

(270.8)

(324.7)

(8.7)

- Derivative financial instruments

(12.8)

(5.3)

(79.8)

Retirement benefit obligations

11

(83.8)

(109.9)

(69.4)

Deferred tax liability

(14.9)

(72.8)

(6.9)

Deferred income

(6.2)

(7.2)

(584.5)

(388.5)

(519.9)

Current liabilities

(266.4)

Trade and other payables

(209.1)

(267.6)

(2.0)

Financial liabilities

- Short-term borrowings

10

(69.1)

(100.3)

-

- Derivative financial instruments

-

(0.3)

(0.7)

Current tax liability

(3.7)

(3.1)

(0.6)

Deferred income

(0.5)

(0.6)

(2.3)

Provisions

(1.9)

(9.8)

(272.0)

(284.3)

(381.7)

(856.5)

Total liabilities

(672.8)

(901.6)

Shareholders' equity

(33.3)

Ordinary shares

(33.3)

(33.3)

(70.9)

Share premium

(71.0)

(70.8)

0.6

Interest in ESOP

0.6

0.6

(49.0)

Other reserves

(52.5)

(56.9)

(121.7)

Retained earnings

(138.9)

(162.3)

(274.3)

Total shareholders' equity

(295.1)

(322.7)

(1,130.8)

Total equity and liabilities

(967.9)

(1,224.3)

 

 

 

The interim results were approved by the Board of directors on 7 November 2012.

 

 

 

Consolidated statement of changes in equity

(Unaudited)

 

 

Ordinary

Share

Interest

Other

Retained

shares

premium

in ESOP

reserves

earnings

Total

Half year ended 30 September 2012

£m

£m

£m

£m

£m

£m

At 31 March 2012

33.3

70.9

(0.6)

49.0

121.7

274.3

Profit for the period

-

-

-

-

49.3

49.3

Other comprehensive gain / (loss):

Net investment hedges

-

-

-

(8.5)

-

(8.5)

Amounts reclassified to profit and loss

on sale of subsidiary

-

-

-

11.4

-

11.4

Cash flow hedges

-

-

-

0.8

-

0.8

Actuarial losses

-

-

-

-

(17.3)

(17.3)

Tax on components of other comprehensive income

-

-

-

(0.2)

4.0

3.8

Other comprehensive gain / (loss)

-

-

-

3.5

(13.3)

(9.8)

Total comprehensive gain

-

-

-

3.5

36.0

39.5

Issue of share capital

-

0.1

-

-

-

0.1

Share based payments

-

-

-

-

0.8

0.8

Equity dividends

-

-

-

-

(19.6)

(19.6)

At 30 September 2012

33.3

71.0

(0.6)

52.5

138.9

295.1

Half year ended 30 September 2011

At 31 March 2011

33.3

70.8

(0.6)

64.1

197.9

365.5

Profit for the period

-

-

-

-

29.9

29.9

Other comprehensive gain / (loss):

Net investment hedges

-

-

-

(5.2)

-

(5.2)

Cash flow hedges

-

-

-

(2.2)

-

(2.2)

Actuarial losses

-

-

-

-

(62.8)

(62.8)

Exchange difference on investment in associate

-

-

-

(0.1)

-

(0.1)

Tax on components of other comprehensive income

-

-

-

0.3

15.7

16.0

Other comprehensive loss

-

-

-

(7.2)

(47.1)

(54.3)

Total comprehensive loss

-

-

-

(7.2)

(17.2)

(24.4)

Share based payments

-

-

-

-

0.5

0.5

Equity dividends

-

-

-

-

(18.9)

(18.9)

At 30 September 2011

33.3

70.8

(0.6)

56.9

162.3

322.7

Year ended 31 March 2012

At 31 March 2011

33.3

70.8

(0.6)

64.1

197.9

365.5

Loss for the period

-

-

-

-

(17.1)

(17.1)

Other comprehensive gain / (loss):

Net investment hedges

-

-

-

(11.6)

-

(11.6)

Cash flow hedges

-

-

-

(4.0)

-

(4.0)

Actuarial losses

-

-

-

-

(46.2)

(46.2)

Exchange difference on investment in associate

-

-

-

(0.2)

-

(0.2)

Tax on components of other comprehensive income

-

-

-

0.7

11.2

11.9

Other comprehensive loss

-

-

-

(15.1)

(35.0)

(50.1)

Total comprehensive loss

-

-

-

(15.1)

(52.1)

(67.2)

Issue of share capital

-

0.1

-

-

-

0.1

Share based payments

-

-

-

-

2.4

2.4

Equity dividends

-

-

-

-

(26.5)

(26.5)

At 31 March 2012

33.3

70.9

(0.6)

49.0

121.7

274.3

 

All amounts are attributable to owners of the parent.

 

Consolidated cash flow statement

(Unaudited)

 

 

 

 

Year ended

Half year ended

 

31 March

30 September

 

2012

2012

2011

 

£m

Note

£m

£m

 

 

Cash flow from operating activities

(41.7)

(Loss) / profit before taxation - continuing operations

(7.8)

22.4

31.6

Profit before taxation - discontinued operations

9

62.7

16.8

-

Remove pre-tax profit on disposal of business

9

(51.4)

-

15.6

Finance costs and other finance income - continuing operations

7.3

7.3

(0.1)

Finance costs and other finance income - discontinued operations

9

(0.1)

-

0.3

Share of associate's net loss

0.2

0.3

 

5.7

Profit on operations

10.9

46.8

 

30.9

Depreciation

15.1

15.5

 

3.2

Amortisation of internally generated intangible assets

1.8

1.7

 

9.1

Amortisation of acquired intangible assets

3.2

4.5

 

80.2

Exceptional items

15.0

0.5

 

(0.6)

Release of grants

(0.4)

(0.3)

 

2.4

Share based payments

0.8

0.5

 

(4.6)

Profit on disposal of depots

(4.8)

(4.6)

 

(0.2)

Profit on disposal of plant and equipment

-

-

 

(21.0)

Difference between pension contributions paid and amounts recognised in the

 

income statement

(10.3)

(10.3)

 

(20.6)

Increase in working capital

(61.8)

(42.7)

 

84.5

Cash (used in) / generated from operations

(30.5)

11.6

 

(23.6)

Interest paid

(10.1)

(10.3)

 

(14.1)

Taxation paid

(4.5)

(8.3)

 

46.8

Net cash (outflow) / inflow from operating activities

(45.1)

(7.0)

 

Cash flow from investing activities

 

(53.3)

Capital expenditure

(21.6)

(24.7)

 

0.2

Grants received

-

0.2

 

12.6

Proceeds from disposal of property, plant and equipment

5.5

4.4

 

(12.3)

Purchase of businesses (net of cash and debt acquired)

-

(10.7)

 

-

Sale of business (net of cash disposed of and fees)

9

335.3

-

 

(52.8)

Net cash generated by / (used in) investing activities

319.2

(30.8)

 

Cash flow from financing activities

 

(155.2)

Repayment and cancellation of bank facilities

-

-

 

165.2

New bank facilities advanced

-

-

 

54.5

Proceeds from issuance of loan notes

-

-

 

(0.1)

Net drawdown / (repayment) under revolving credit facilities

10

(68.6)

53.7

 

(26.5)

Dividends paid

(19.6)

(18.9)

 

0.1

Proceeds from issue of shares (net of issue costs)

0.1

-

 

(2.4)

Finance lease repayments

10

(0.4)

(1.1)

 

35.6

Net cash (used in) / generated by financing activities

(88.5)

33.7

 

29.6

Net increase / (decrease) in cash and cash equivalents

185.6

(4.1)

 

49.9

Cash and cash equivalents at beginning of period

79.4

49.9

 

(0.1)

Exchange impact on cash and cash equivalents

10

-

(0.3)

 

79.4

Cash and cash equivalents at end of period

10

265.0

45.5

 

 

(336.4)

Memo: Net debt at end of period

10

(75.8)

(365.3)

 

   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 1985. 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") is 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 2012.

2 Significant accounting policies

Basis of preparation

These condensed interim financial statements comprise the consolidated balance sheet as at 30 September 2012 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 2012 have been extracted from the Group's 2012 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. 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 2012 have been filed with the Registrar of Companies.

The financial information can be found on our corporate website, www.dairycrest.co.uk

The financial information for the period ended 30 September 2012 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 2012, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union. The accounting policies and methods of computation used to prepare the financial information for the period ended 30 September 2012 are the same as those used for the Group's financial statements for the year ended 31 March 2012 except for the adoption of the new standards and interpretations that came into effect in the half year (see below). Having made appropriate enquiries, the Directors consider that the Group has adequate resources to remain in operation for the foreseeable future and have therefore continued to adopt the going concern basis in preparing the financial information.

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 7 November 2012.

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.

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

 

International Accounting Standards (IAS/IFRSs)

IFRS 7 - Amendments to IFRS 7: Disclosures - Transfers of Financial Assets

 

The adoption of these standards has had no impact on this interim financial information.

3 Critical accounting estimates and judgements

 

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

Pensions

The present value of the Group's pension obligations and the pension interest charge in each period depends on a number of actuarial assumptions. The primary assumptions used include the expected long-term rate of return on invested funds, the discount rate applicable to scheme liabilities, the long-term rate of inflation and estimates of the mortality applicable to scheme members.

At each reporting date, and on a continuing basis, the Group reviews the macro-economic and scheme specific factors influencing each of these assumptions, using professional advice, in order to record the Group's ongoing commitment and obligation to its defined benefit pension scheme in accordance with IFRS. Further details of the underlying assumptions are set out in Note 11.

Property, plant and equipment, goodwill and other intangible assets

Impairment reviews in respect of goodwill are performed annually unless an event indicates that an impairment review is necessary. Impairment reviews in respect of property, plant and equipment and intangible assets are performed when an event indicates that an impairment review is necessary. Examples of such triggering events include a significant planned restructuring, a major change in market conditions or technology, expectations of future operating losses, or a significant reduction in cash flows. The recoverable amounts of cash-generating units are determined based on the higher of realisable value and value-in-use calculations. These calculations require the use of estimates of future cash flows and are sensitive to the discount rate used.

Acquired brands and similar assets are considered to have finite lives. The determination of the useful lives takes into account certain quantitative factors such as sales expectations and growth prospects, and also many qualitative factors such as history and heritage and market positioning, hence the determination of useful lives is subject to estimates and judgement.

Exceptional items

Exceptional items are not explicitly defined under IFRS. Accordingly, the Group has defined exceptional items as those of a material, one-off nature which result from a restructuring of the business or some other event or circumstance and are disclosed in this manner in order to give a better understanding of the underlying operational performance of the Group. The profits arising on disposal of closed sites, other than as a result of depot rationalisation, are reported within exceptional items. Exceptional items are included in the basic earnings per share calculation but are excluded from the adjusted basic earnings per share calculation.

Segmental reporting

A key judgement made by management in the process of applying the Group accounting policy for segment reporting is that used to determine whether certain individual operating segments meet all of the aggregation criteria set out in IFRS 8 when aggregated for external reporting purposes. Those segments that have been aggregated and a description of the key judgements made in reaching that conclusion are set out in Note 4.

Taxation

The disposal of St Hubert required certain pre-disposal dividends to be paid and resulted in significant cash flows and profit on disposal in the immediate parent company. A provision has been made for the expected tax costs of both the pre-disposal transactions and the disposal itself, based on the expected tax treatment. However there have been a number of changes to French tax legislation recently and the final tax costs will not be known for some time and could change depending on the view taken by the French tax authorities.

4 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.

The CODM uses trading profit, as reviewed at monthly business review meetings, as the key measure of the segments' results as it reflects the segments' underlying trading performance for the period under evaluation. Trading profit is a consistent measure within the Group and the reporting of this measure at the monthly business review meetings, which are organised according to the product types, has been used to identify and determine the Group's operating segments. Trading profit is defined as profit on operations before exceptional items and amortisation of acquired intangible assets, but includes the Group share of post-tax profit of joint ventures and associates.

The Group's operating segments are 'Cheese', 'UK Spreads', 'Dairies', 'Share of Joint Ventures and Associates', 'MH Foods' and 'Other'. Until its disposal in August 2012, St Hubert was also an operating segment, however it is now excluded from trading profit as defined as it is disclosed separately as discontinued operations. Certain of these operating segments have been aggregated and the Group reports on five continuing segments within the business: 'Cheese', 'Spreads', 'Dairies', 'Share of Joint Ventures and Associates' and 'Other'.

For Group reporting purposes, the UK Spreads and MH Foods segments have been aggregated into one reportable segment being Spreads. Both of these segments operate in the UK with similar long-term market growth rates. Both manufacture predominantly branded products, have similar end-customers and share many of the same input cost risks. Therefore management judge these businesses meet the IFRS 8 aggregation criteria. Furthermore, MH Foods' revenue, result and assets do not represent more than 10% of the Group so the quantitative criteria for a reportable segment are not met.

In previous years, the Liquid Products and Customer Direct segments were aggregated into one reportable segment being Dairies. During the year ended 31 March 2012, these two businesses were merged with one senior management team now responsible for the whole of the Dairies segment. Since the restructuring, discrete financial information for the former Liquid Products and Customer Direct divisions is no longer available or reviewed by either the Dairies senior management team or the CODM (in the past, segment information was based on allocations of the combined cost base which is not now necessary). The Dairies segment principally comprises the sale of non-branded fresh milk in the UK to a number of customers including major retail, foodservice and residential customers. The segment is managed on a combined basis including milk sourcing, production volumes, demand planning, technical, quality and distribution. The factories process and pack milk for a mix of customers which varies depending on customer and demand mix. Having considered these factors, management has judged that this business now comprises one operating segment under IFRS 8.

The Cheese segment has not been aggregated with any other segment. This business manufactures predominantly branded cheese in the UK and sells mainly to retail customers.

Associates and Share of Joint Ventures forms a separate segment whose results are reviewed on a post-tax basis consistent with IFRS.

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

The segment results for the period ended 30 September 2012 and 30 September 2011 and for the year ended 31 March 2012 and the reconciliation of segment measures to the respective line items included in the financial information are as follows:

 

Year ended

Half year ended

31 March

 

30 September

2012

2012

2011

£m

£m

£m

Segment external revenue

229.6

Cheese

111.6

101.8

211.3

Spreads

97.5

101.0

1,069.0

Dairies

476.9

533.8

4.8

Other

2.2

2.5

1,514.7

Total segment external revenue

688.2

739.1

Segment profit

35.5

Cheese

15.6

16.5

23.2

Spreads

11.9

10.7

10.2

Dairies

2.1

5.8

(0.3)

Share of associate's net loss

(0.2)

(0.3)

68.6

Total segment profit

29.4

32.7

(21.1)

Finance costs

(10.3)

(10.0)

47.5

Adjusted profit before tax

19.1

22.7

(0.8)

Acquired intangible amortisation

(0.2)

(0.3)

(93.9)

Exceptional items (see Note 5)

(29.7)

(2.7)

5.5

Other finance income - pensions

3.0

2.7

(41.7)

Group profit before tax

(7.8)

22.4

Segment total assets

216.2

Cheese

236.0

219.5

136.5

Spreads - continuing operations

124.3

137.7

279.0

Dairies

282.9

383.9

1.8

Share of associate

1.8

2.1

39.5

Other

43.3

44.3

673.0

Group - continuing operations

688.3

787.5

361.5

Discontinued operations

-

370.0

96.3

Unsegmented assets

279.6

66.8

1,130.8

Total assets

967.9

1,224.3

Inter-segment revenue

9.9

Cheese

5.9

4.2

4.7

Spreads

1.5

2.5

(14.6)

Elimination

(7.4)

(6.7)

-

Total

-

-

 

 

Interest income and expense are not included in the measure of segment profit reviewed by the CODM. Group treasury is centrally managed and external interest income and expense is mostly incurred in the UK and is not allocated to segments. Where interest is reviewed by the CODM it is done so at the Group level and on a net basis.

Tax costs are not included in the measure of segment profit reviewed by the CODM. Group tax is centrally managed and the Group's effective tax rate, not individual segment tax rates, is reported.

 

Segment assets comprise property, plant and equipment, goodwill, intangible assets, inventories, receivables, investments in joint ventures and associates using the equity method and deferred consideration but exclude cash and cash equivalents, derivative financial assets and deferred tax assets as these items are managed on a Group basis. Other segment assets comprise certain property, plant and equipment that is not reported in the segments. Total segment liabilities have not been presented as this measure is not regularly reviewed by or provided to the CODM.

 

Inter-segment revenue comprises the sale of finished Cheese and Spreads products to the Dairies segment on a cost plus basis. Other inter-segment transactions principally comprise sales of cream from the Dairies segment to the Spreads segment for the manufacture of butters. Cream sold into Spreads is priced by reference to external commodity markets and is adjusted regularly. Revenue from inter-segment cream sales is not reported as revenue to the CODM but as a reduction to the Dairies segment's input costs.

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 cream and non-milk 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.

5 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.

 

Year ended

Half year ended

31 March

30 September

2012

2012

2011

£m

£m

£m

(5.3)

Depot administration restructuring costs (Dairies)

(4.4)

(1.7)

-

Costs associated with closure of Dairy processing sites (Dairies)

(12.6)

-

-

Impairment of property, plant and equipment (Spreads)

(10.3)

-

(2.6)

Restructuring costs (Spreads)

(2.4)

(1.0)

(81.7)

Impairment of goodwill, property, plant and equipment (Dairies)

-

-

(4.3)

Provision for bad debts (Dairies)

-

-

(93.9)

(29.7)

(2.7)

13.1

Tax relief on exceptional items

6.8

0.6

(80.8)

(22.9)

(2.1)

-

Post-tax gain on disposal of St Hubert (Discontinued operations)

47.7

-

(80.8)

24.8

(2.1)

 

 

Exceptional items in the period ended 30 September 2012 comprise:

- £4.4 million of costs associated with the final phase of the rationalisation of administrative activities and other structural changes in the Dairies depot network. This restructuring results in centralisation of back office activities supporting the depot network. The majority of costs relate to redundancies (£3.3 million) and other incremental operating costs associated with delivery of the project (£1.1 million). The project will complete in the second half of the year.

- In April 2012, the Group announced a major restructuring of its Dairies operations with the expected closure of two processing sites at Aintree in Liverpool and Fenstanton in Cambridgeshire. Both these sites have now closed; Aintree in August 2012 and Fenstanton in October 2012. The closure of the sites and resultant changes in the supply chain, volume requirements and customer channels have resulted in exceptional costs of £12.6 million in the first half of the year. The majority of these costs relate to redundancies (£8.1 million). However we have also incurred duplicate running costs (£2.6 million) and other costs (£1.9 million). Full year costs in relation to these closures are expected to be approximately £16 million.

- In September 2012 the Group announced that it was to consult with employees on plans to consolidate all spreads production into a single UK location at its site in Kirkby, Liverpool. As a result of this consolidation, the site at Crudgington, Shropshire will potentially close in 2014. Following the transfer of Clover manufacture to Kirkby in the first half of the year, the Crudgington cash generating unit ("CGU") does not generate material cash flows from the remaining site production. Subsequent to the decision announced in September value in use calculations have been prepared to 2014 rather than in perpetuity. As a result, we have impaired the carrying value of property, plant and equipment at Crudgington by £10.3 million at 30 September 2012. This impairment has resulted in a carrying value of nil for plant and equipment and £1.0 million for land and buildings. The relevant CGU for goodwill testing purposes is Spreads, which encompasses both the Crudgington and Kirkby sites. This restructure will result in a more efficient Spreads supply chain and Spreads goodwill has not been impaired.

 

- £2.4 million of costs were incurred in the first half of the year in order to complete the transferral of Clover manufacture from our site in Crudgington to Kirkby. This consolidation was first announced in May 2011 and was successfully completed in the first half of the year. The costs comprise asset write downs (£1.6 million) and certain duplicate running costs incurred during the period of transfer of production to Kirkby.

- The post-tax gain on disposal of St Hubert is described in Note 9.

Exceptional items in the year ended 31 March 2012 comprised:

- £5.3 million of costs associated with the rationalisation of administrative activities and other structural changes in the Dairies depot network. This restructuring will result in centralisation of back office activities supporting the depot network. The majority of costs relate to redundancies (£2.2 million) and other incremental operating costs associated with delivery of the project (£3.1 million).

- Trading in the Dairies segment has been adversely impacted in 2011/12 by increased costs of milk, the ongoing level of competition in the sector and in the second half by significant falls in the value of cream. Furthermore, volume declines in doorstep deliveries continue despite the growth of our milk&more business. A range of actions is underway in order to restore margins within Dairies to an acceptable level in the medium term and create a cost-efficient, sustainable dairies business. These include the expected closure of sites referred to below (subject to consultation). However, the outlook for Dairies is weaker and more uncertain than it was in 2011. This, combined with the volatility of assumptions in forecasting future cash flows due to the commoditised nature of the business and the competitive environment, has led management to conclude that the total carrying amount of Dairies goodwill of £70.7 million should be impaired as it cannot be supported on a value in use basis. This impairment reduces the carrying value of goodwill in this segment to nil.

Furthermore, the Group has announced a major restructuring of its Dairies operations with the expected closure of two processing sites at Aintree in Liverpool and Fenstanton in Cambridgeshire subject to consultation. These closures are expected to be completed in 2012/13. As a result of the anticipated closures, the carrying value of property, plant and equipment at these sites can no longer be supported by a value in use calculation based upon future cash flows generated by these assets. Consequently, the carrying value of property, plant and equipment has been impaired by £9.8 million at 31 March 2012. In addition, an impairment of £0.4 million has been recorded against intangible assets and £0.8 million of inventories of engineering spares and packaging have been written off.

At 31 March 2012, following the impairments of goodwill, property, plant and equipment and intangibles, there remained property, plant and equipment and intangibles with a carrying value of £161.6 million in the Dairies segment.

 

- In February 2012, the Group announced that a customer, Quadra Foods Limited ("Quadra") had gone into administration. As a result a bad debt provision of £4.3 million has been charged representing the entire amount owing from this customer. Bad debt write-offs of this size are extremely rare and management considers this a one-off incident which, due to its material size, has been classified as exceptional. The Group previously purchased fresh milk from Farmright Limited ("Farmright"), a member of the same group as Quadra, which has also gone into administration. In the opinion of management, set-off arrangements were agreed and in place between Dairy Crest Limited and Quadra / Farmright at the date of them going into administration, however this is being challenged in the administration process. Under IFRS, the recognition criterion threshold for a contingent asset is higher than that required for a contingent liability and therefore, although a provision has been recorded against amounts due from Quadra, no exceptional gain has been recognised in the year ended 31 March 2012 in relation to amounts owed to Farmright as the outcome is not yet virtually certain.

 

- On 17 May 2011, the Group announced that, subject to a consultation process, production of its leading dairy spread brand, Clover, would be consolidated into its site in Kirkby, Liverpool. The Clover manufacturing process is currently split between Kirkby, Liverpool and Crudgington, Shropshire. This consolidation will result in approximately 90 redundancies at Crudgington and the creation of approximately 45 jobs at Kirkby. Exceptional costs of £2.6 million have been incurred in the year ending 31 March 2012. These predominantly comprise redundancy costs (£1.2 million) and the impairment of property, plant and equipment impacted by the restructured operations (£1.0 million). This impairment reduces the carrying value of equipment made redundant by this processing change to management's best estimate of its fair value less costs to sell. In addition, inventories of engineering spares of £0.2 million have been written off and other project costs of £0.2 million have been incurred.

6 Tax expense

The tax expense for the half year ended 30 September 2012 has been calculated on the basis of the estimated effective tax rate on pre-exceptional profit for the full year of 19.0% (September 2011: 15.5%; March 2012: 19.5%). The effective tax rate excludes the discontinued St Hubert business; both its corporation tax on profits until the date of disposal and any taxes accrued resulting from the disposal itself - see Note 9. Tax relief on exceptional costs for the half year ended 30 September 2012 was £6.8 million (September 2011: £0.6 million, year ended 31 March 2012: £13.1 million).

As a result of the Finance Act in July 2012, the decrease in the UK corporation tax rate from 24% to 23% from April 2013 has been enacted under IFRS. Consequently, UK deferred tax balances that reverse after 31 March 2013 have been calculated using a corporation tax rate of 23%. The impact of this change is not significant.

 

7 Dividends

A dividend of £7.8 million (5.7 pence per share) (2011: £7.6 million; 5.7 pence per share) will be payable on 24 January 2013 to shareholders on the register on 4 January 2013. This dividend is not recorded in the balance sheet as a liability at 30 September 2012.

8 Earnings per share

Basic earnings per share on profit for the period has been calculated on the basis of profit attributable to equity shareholders of £49.3 million (September 2011: £29.9 million; March 2012: £17.1 million loss) and the weighted average number of shares in issue during the period, excluding those held by the Dairy Crest Employees' Share Ownership Plan Trust and held as treasury shares which are treated as cancelled, totalling 133.260 million (September 2011: 133.216 million, March 2012: 133.218 million). 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 as follows:

 

Year ended

Half year ended

31 March

30 September

2012

2012

2011

£m

£m

£m

(17.1)

Profit/(loss) attributable to equity shareholders

49.3

29.9

80.8

Exceptional items net of tax

(24.8)

2.1

(21.7)

Discontinued operations before exceptional items (net of tax)

(6.8)

(10.8)

0.6

Amortisation of acquired intangible assets (net of tax)

0.2

0.2

(4.1)

Pension interest income (net of tax)

(2.3)

(2.0)

38.5

Adjusted earnings

15.6

19.4

 

(12.8)

Basic earnings / (losses) per share (pence) - continuing

37.0

22.4

(12.8)

Diluted earnings / (losses) per share (pence) - continuing

36.2

21.9

28.9

Adjusted basic earnings per share (pence) - continuing

11.7

14.6

28.4

Adjusted diluted earnings per share (pence) - continuing

11.4

14.2

16.3

Basic earnings per share (pence) - discontinued

40.9

8.1

16.0

Diluted earnings per share (pence) - discontinued

40.0

7.9

 

Diluted earnings per share has been calculated on the basis of a diluted number of shares of 136.323 million (September 2011: 136.449 million; March 2012: 135.703 million). This reflects the dilutive impact of share options exercisable under the Dairy Crest Long Term Incentive Share Plan and Sharesave schemes.

 

9 Disposals and business combinations 2012/13 Disposal Following a strategic review of the Group's overseas operations in the light of the inability to undertake synergistic acquisitions, on 28 August 2012 the Group completed the disposal of St Hubert SAS ("St Hubert") for initial cash consideration of £340.2 million (€429.5 million). St Hubert formed part of the Spreads reportable segment. Cash held in the disposed business at that date amounted to £4.1 million, resulting in a net cash inflow to the Group of £336.1 million. This cash amount will be reduced by fees estimated at £6.2 million, of which £0.8 million had been paid by 30 September 2012. The disposal resulted in a post-tax profit on disposal of £47.7 million which can be analysed as follows:

£m

£m

Sales proceeds - initial cash consideration

340.2

Sales proceeds - deferred consideration

0.9

Book value of assets disposed:

Property, plant and equipment

10.3

Goodwill

176.4

Intangible assets

131.5

Inventories

 

3.3

Trade and other receivables

14.9

Cash and short-term deposits

4.1

Trade and other payables

(18.4)

Current tax liabilities

(5.5)

Deferred tax liabilities

(44.5)

(272.1)

Gain on disposal before fees and recycling of exchange differences

69.0

Fees

(6.2)

Amounts reclassified to profit and loss

(11.4)

Pre-tax gain on disposal

51.4

Expected tax charge

(3.7)

Post-tax gain on disposal

47.7

Cash impact of disposal in period ended 30 September 2012

£m

Sales proceeds - initial cash consideration

340.2

Cash disposed with St Hubert

(4.1)

Fees paid to date in cash

(0.8)

335.3

 

 

Deferred consideration is based upon an agreed working capital adjustment process and was agreed with the purchaser in October 2012. There are no further adjustments to completion proceeds and no other elements of deferred consideration. The expected tax charge comprises capital gains taxes on the disposal as well as certain other taxes on dividends that were crystallised by the breaking of the St Hubert tax group as a result of the divestment.

 

As a result of its disposal, the St Hubert business has been classified as discontinued operations and prior period comparatives have been restated accordingly. The post-tax profit of discontinued activities can be analysed as follows:

Year ended

Half year ended

31 March

30 September

2012

2012

2011

£m

£m

£m

117.4

Revenue

41.7

57.1

(77.6)

Operating costs before amortisation of acquired intangibles

(27.5)

(36.1)

39.8

Trading profit

14.2

21.0

(8.3)

Amortisation of acquired intangibles

(3.0)

(4.2)

31.5

Profit on operations

11.2

16.8

0.1

Finance income

0.1

-

31.6

Profit before tax

11.3

16.8

(9.9)

Tax expense

(4.5)

(6.0)

21.7

Profit for the period

6.8

10.8

The cash flows of the St Hubert business in the period to the date of disposal and in the prior year can be analysed as follows. These cash flows exclude those resulting from the disposal itself.

32.2

Cash flow from operating activities

0.3

11.4

(2.3)

Cash used in investing activities

(0.6)

(1.0)

(22.7)

Cash used in financing activities

(11.8)

(7.3)

 7.2

Net movement in cash and cash equivalents

 (12.1)

3.1

 

2011/12

Acquisition

On 30 June 2011, the Group acquired 100% of the issued share capital of Morehands Limited (trading as MH Foods Limited), a manufacturer of branded low calorie spray oils and salad dressings. Initial cash consideration was £11.9 million, with deferred consideration of £1.6 million paid in October 2011. The fair value of the identifiable assets and liabilities of the business at the date of acquisition was:

 

Fair value

to Group

£m

Property, plant and equipment

0.5

Intangible asset - Frylight brand

6.0

Inventories

0.6

Receivables

 

1.5

Cash

1.2

Payables

(0.9)

Current tax

(0.5)

Deferred tax

(1.6)

Net assets

6.8

Goodwill

6.7

13.5

Comprising:

Cash consideration - June 2011

11.9

Cash consideration - October 2011

1.6

13.5

The Frylight brand was estimated to have a useful economic life of 15 years and the amount capitalised as an intangible asset and related deferred tax is amortised over this period. This life is consistent with the 15-25 year useful economic lives assumed on the acquisition of St Hubert. Goodwill, representing the cost of acquisition less net identifiable assets and liabilities assumed on acquisition, arises on consolidation only and there is no amortisation or related tax deduction in the accounts of Dairy Crest Limited, the acquiring entity. Group reported revenue and result would not be materially different had the acquisition occurred on 1 April 2011. Revenue and profit from the date of acquisition to 31 March 2012 were £5.8 million and £1.3 million respectively (to 30 September 2011 were £1.8 million and £0.3 million respectively).

10 Analysis of net debt

 

Year ended

Closing net debt

 

Half year ended

31 March

30 September

2012

2012

2011

£m

£m

£m

-

Loans repayable in less than one year

66.7

97.7

2.7

Finance leases repayable within one year

3.1

2.6

(0.7)

Debt issuance costs

(0.7)

-

2.0

Short-term borrowings

69.1

100.3

417.2

Loans repayable in greater than one year

268.8

318.8

4.5

Finance leases repayable in greater than one year

3.7

5.9

(2.0)

Debt issuance costs

(1.7)

-

419.7

Long-term borrowings

270.8

324.7

(79.4)

Cash and short-term deposits

(265.0)

(45.5)

342.3

Borrowings and cash - before impact of cross-currency swaps

74.9

379.5

2.7

Debt issuance costs excluded

2.4

-

(8.6)

Impact of cross-currency swaps *

(1.5)

(14.2)

336.4

Net Debt

75.8

365.3

 

* The Group has $318 million and €75 million of loan notes against which cross-currency swaps have been put in place to fix interest and principal repayments in Sterling (March 2012: $318 million and €75 million; September 2011: $233 million and €75 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 £1.5 million adjustment included above (March 2012: £8.6 million; September 2011: £14.2 million) converts the Sterling equivalent of Dollar and Euro loan notes from year end exchange rates (£256.0 million (March 2012: £263.1 million; September 2011: £214.2 million)) to the fixed Sterling liability of £254.5 million (March 2012: £254.5 million; September 2011: £200.0 million).

On 28 August the Group received €429.5 million from the sale of St Hubert. These funds were used in the first instance to repay amounts drawn under revolving credit facilities; £80 million plus €74 million. At present no amounts are drawn under the revolving credit facility however the total facility of £170 million plus €150 million remains in place and has not been reduced. Pending further clarity regarding use of proceeds at 30 September 2012, excess funds have been placed on money market deposits with a number of institutions in order to reduce counterparty risk. Deposits are predominantly in Sterling although we have maintained Euro-denominated deposits of €75 million to act as a hedge against the equivalent amount of loan notes denominated in that currency that are not subject to cross-currency swaps described above. Funds on deposit are short-term until such time that the most appropriate capital structure is decided upon following the sale of St Hubert. Funds on deposit could be used to repay loan notes, improve the funding position with the pension scheme or make suitable acquisitions.

 

On 12 October 2011, the Group entered into a new five year revolving credit facility of £170 million plus €150 million with a syndicate of five banks. Up front debt issuance costs amounted to £3.0 million and these are charged to the consolidated income statement over four years being the expected life of the new facility before it is replaced. Unamortised debt issuance costs at 30 September 2012 amounted to £2.5 million (March 2012: £2.7 million; September 2011 nil).

The Group raised $85 million (£54.5 million) by way of a debt private placement with US investors on 30 November 2011. These notes were a mix of seven-year ($25 million) and ten-year ($60 million) maturities. All principal and interest cash flows have been swapped into Sterling at an exchange rate of 1.56 and interest rates of 3.87% and 4.52% on the seven and ten year notes respectively.

Movement in net debt

Opening

Cash

Exchange

Closing

balances

flow

movement

balances

Six months to 30 September 2012

£m

£m

£m

£m

Cash and short-term deposits

79.4

185.6

-

265.0

Borrowings

(417.2)

68.6

13.1

(335.5)

Finance leases

(7.2)

0.4

-

(6.8)

Cross-currency swaps

8.6

-

(7.1)

1.5

(336.4)

254.6

6.0

(75.8)

Six months to 30 September 2011

Cash and short-term deposits

49.9

(4.1)

(0.3)

45.5

Borrowings

(363.7)

(53.7)

0.9

(416.5)

Finance leases

(9.6)

1.1

-

(8.5)

Cross-currency swaps

11.8

-

2.4

14.2

(311.6)

(56.7)

3.0

(365.3)

 

Year to 31 March 2012

Cash and short-term deposits

49.9

29.6

(0.1)

79.4

Borrowings

(363.7)

(64.4)

10.9

(417.2)

Finance leases

(9.6)

2.4

-

(7.2)

Cross-currency swaps

11.8

-

(3.2)

8.6

(311.6)

(32.4)

7.6

(336.4)

 

11 Retirement benefit obligations

The Group's defined benefit pension scheme is accounted for in accordance with the requirements of IAS 19 'Employee Benefits'. The net pension liability of the Group pension scheme at 30 September 2012 can be analysed as follows:

31 March

30 September

2012

2012

2011

£m

£m

£m

72.7

Equities

71.4

63.8

293.2

Bonds and cash

337.5

262.2

61.8

Equity return swaps valuation

30.0

31.9

279.6

Insured retirement obligations

276.6

270.0

58.8

Property and other

60.1

56.5

766.1

Total market value of assets

775.6

684.4

(566.3)

Defined benefit obligation:

Uninsured retirement obligations

(582.8)

(524.3)

(279.6)

Insured retirement obligations

(276.6)

(270.0)

(79.8)

Net liability recognised in the balance sheet

(83.8)

(109.9)

15.8

Related deferred tax asset

16.6

27.5

(64.0)

Net pension liability

(67.2)

(82.4)

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

(60.1)

Opening deficit

(79.8)

(60.1)

5.5

Net finance income

3.0

2.7

0.3

Settlement gains

-

-

(46.2)

Actuarial loss

(17.3)

(62.8)

20.7

Contributions

10.3

10.3

(79.8)

Closing liability

(83.8)

(109.9)

 

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

 

Mar 12

Sep 12

Sep 11

3.4

Price inflation - RPI (%)

2.9

3.3

2.4

Price inflation - CPI (%)

2.2

2.6

22.5

Average expected remaining life expectancy for a non-retired 65 year old male (years)

22.5

22.6

21.6

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

21.6

21.5

25.2

Average expected remaining life expectancy for a non-retired 65 year old female (years)

25.2

25.0

24.0

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

24.0

23.8

5.0

Discount rate (%)

4.6

5.4

8.0

Expected return (%)

- Equities

8.0

8.0

4.3

- Bonds and cash

4.3

5.2

8.0

- Synthetic equity exposure on swap contracts

8.0

8.0

3.3

- LIBOR exposure on swap contracts

3.3

4.7

7.0

- Property and other

7.0

7.0

5.0

- Insured retirement obligations

4.6

5.4

 

From October 2009, the Company has been making additional funding contributions to the scheme of £20 million per annum. The level of cash contributions will continue at this level until March 2018 based on the latest schedule of contributions which was signed in June 2011. This amount will include £2.8 million per annum of rental payments for land and buildings that were subject to a sale and leaseback agreement between the group and the Scheme as part of the final schedule of contributions. The land and buildings included in these arrangements are subject to long term leases and the Group will continue to benefit from substantially all of the risks and rewards of ownership. On this basis, under IFRS these land and buildings continue to be recognised in property, plant and equipment and rental payments of £2.8 million per annum are treated as cash contributions, reflecting the substance of the arrangements.

In December 2008, certain obligations relating to retired members were hedged by the purchase of an insurance contract. A further insurance contract for retired members was purchased in June 2009 resulting in coverage for all members who retired up to August 2008. These contracts are included within scheme assets and their value will always be equal to the obligation as calculated under IAS 19 for those members covered.

The purchase of the second insurance contract in June 2009 was funded by the sale of equities. Subsequently, in order to re-establish an appropriate equity weighting of scheme assets, the Scheme purchased equity total return swaps (synthetic equity). These instruments comprise an asset leg and a liability leg. The asset leg generates a return based on UK and overseas equity indices and the liability leg incurs a cost based on LIBOR plus margin. The positive valuation of synthetic equity reflects the underlying strength in equities subsequent to the swap purchase. Credit risk is minimised since collateral is provided by the counterparties to the benefit of the Scheme when the instruments are in the money.

An Enhanced Transfer Value ("ETV") exercise took place during the year ended 31 March 2012 which resulted in approximately 220 members transferring at a total of £14.3 million in ETVs out of the Fund. The net gain as a result of this settlement of £0.3 million represents the difference between the £14.3 million transferred out and the corresponding liabilities, measured on an IAS 19 basis, at the date that the settlement became binding.

Scheme assets are stated at their market values at the respective balance sheet dates with the exception of the insured retirement obligations which equal the IAS 19 valuation of obligations which they cover. The expected rate of return on equities of 8.0% reflects historic UK equity returns. The equity return assumption represented a reasonable risk premium over gilts at 31 March 2012. This return assumption is also applied to the equity leg on equity total return swaps. The liability leg cost assumption is based upon medium term LIBOR yields. The expected rate of return on bonds of 4.3% is based upon the gross redemption yields available on a similar profile of gilts and corporate bonds.

 

Discount rate assumptions for each reporting period are based upon quoted AA-rated corporate bond indices, excluding collateralised bonds, with maturities matching the scheme's expected benefit payments.

12 Related party transactions

The Group's only significant related party is its associate, Wexford Creamery Limited ('WCL'). During the period ended 30 September 2012 the Group purchased cheese at a cost of £4.5 million from WCL (September 2011: £4.5 million; March 2012: £8.9 million).

13 Post balance sheet events

In order to meet our obligations to loan note holders under the note purchase agreements, following the sale of St Hubert the Group was required to make an offer to noteholders to repay a proportion of the outstanding notes at par. The result of this offer was the repayment of $9.3 million and €2.4 million of loan notes of a range of maturities from April 2013 to November 2021.

 

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 to 30 September 2012, and their respective responsibilities, can be found on pages 10 and 11 of the 2012 Annual Report and Accounts.

 

By order of the Board

M Allen A S N Murray

Chief Executive Finance Director

7 November 2012 7 November 2012

 

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 and in particular the current weak economic conditions resulting from the global financial crisis and weak consumer demand;

- 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 2012 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 2012 Annual Report and Accounts on pages 16 to 17.

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 2012 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 13. 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 ISRE 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 Services 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 2012 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 Services Authority.

 

 

 

 

Ernst & Young LLP

London

7 November 2012

 

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