Glanbia Regulatory News (GLB)

Glanbia HY 2020 results

Navigating Covid; Strategically focused

12 August 2020 - Glanbia plc ("Glanbia", the "Group", the "Company", the "plc"), the global nutrition group, is publishing its financial results for the six month period ended 4 July 2020 ("financial half year 2020", "half year 2020", "first half of 2020", "HY 2020" or "H1 2020").

Results summary for the financial half year 2020

· Glanbia delivered a resilient operating performance whilst navigating the challenges resulting from the Covid-19 pandemic;

· All Group activities continued throughout HY 2020 due to a tremendous effort from Glanbia employees, suppliers and customer partners;

· Adjusted earnings per share of 31.05 cent, a decline of 17.2% constant currency (down 15.4% reported);

· Group is in a strong financial position, net debt improved by €126.7 million versus prior half year. Net debt to adjusted EBITDA ratio 1.95 times;

· Wholly-owned revenues of €1,836.7 million (HY 2019: €1,758.4 million), up 2.3% constant currency on prior half year (up 4.5% reported);

· Wholly-owned EBITA pre-exceptional of €85.0 million (HY 2019: €111.4 million), down 25.4% constant currency on prior half year (down 23.7% reported);

· Glanbia Performance Nutrition EBITA impacted by Covid-19 with conditions improving as the period ended. Transformation project expanded;

· Glanbia Nutritionals delivered EBITA in line with the prior half year as demand in key categories sustained during H1 2020;

· Joint Ventures delivered a robust performance with pre-exceptional share of profit after tax of €31.8 million up €5.0 million on prior half year;

· Exceptional items after tax of €14.6 million; primarily relating to GPN transformation project;

· Basic earnings per share of 18.73 cent (HY 2019: 28.22 cent) a decline of 33.6% reported on prior half year;

· Interim dividend of 10.68 cent per share (HY 2019: 10.68 cent), recommended by the Board, representing a payout ratio of 34.4%; and

· Today, announcing agreement to acquire Foodarom for CAD 60 million, a specialist flavours solutions business based in Canada.

Commenting today Siobhán Talbot, Group Managing Director, said:

"In my entire career at Glanbia, I have never been prouder of my colleagues, whose response to the extraordinary challenges of 2020 have been exemplary. I am hugely appreciative of the agility, dedication and commitment that Glanbia employees and particularly our frontline workers, suppliers, and customer partners showed in quickly adopting new radical ways of working and maintaining operations throughout the pandemic. When the crisis emerged we set three priorities; to protect our people, to continue food supply and to maintain our strong financial position. Since then, our business continuity planning teams have managed health and safety rigorously, we have altered our operational plans where needed and executed those plans very well and our balance sheet strength has improved.

In the first six months of 2020 wholly-owned revenues grew by 2.3%, on a constant currency basis. Glanbia Nutritionals ("GN") delivered a good performance with earnings in line with prior year as key end market demand sustained throughout H1 2020. Joint Ventures delivered a robust performance growing profits in the period. Glanbia Performance Nutrition ("GPN") was impacted by Covid-19, with International market disruption and challenges in the North American specialty and distributor channels. As a result, adjusted earnings per share declined in the period by 17.2% on a constant currency basis. The issues encountered by GPN were most pronounced in Q2 with performance improving as the period ended.

Our compelling belief is that consumers increasing focus on health and wellbeing, as well as greater importance on trust and quality, positions Glanbia well for the future, given our core purpose of the delivery of better nutrition via our brands and ingredient solutions. While navigating Covid-19 we have maintained a strategic focus across the Group; we have broadened the ambition within the transformation project in GPN and we have continued to scale our capabilities in GN as demonstrated by the acquisition of Foodarom. We continue to selectively pursue opportunities which meet our strategic and financial criteria. While the short term outlook remains uncertain, the Board is confident that Glanbia has the portfolio, the consumer insight and the operational expertise to succeed in this new environment."

2020 financial half year results summary

1. To arrive at the constant currency change, the average exchange rate for the current period is applied to the relevant reported result from the same period in the prior year. The average Euro US Dollar exchange rate for the first half of 2020 was €1 = $1.102 (HY 2019: €1 = $1.130).

2. EBITA is defined as earnings before interest, tax and amortisation and is stated before exceptional items.

This release contains certain alternative performance measures. A detailed glossary of the key performance indicators and non-IFRS performance measures can be found on pages 38 to 44.

2020 half year overview

In the first half of 2020 Glanbia wholly-owned revenue was €1,836.7 million, an increase of 2.3% constant currency (up 4.5% reported). This was driven by growth in GN which more than offset declines in GPN. Wholly-owned EBITA pre-exceptional was €85.0 million, down 25.4% constant currency (down 23.7% reported). Wholly-owned EBITA margins from operations were 4.6%, down 170 basis points on a constant currency and reported basis. The decline in wholly-owned EBITA and margin arose from the impact of Covid-19 on the second quarter performance of GPN where lower revenue drove significant negative operating leverage for the period.

Glanbia's pre-exceptional share of equity accounted investees (Joint Ventures) profit after tax increased by €5.0 million to €31.8 million for the first half of 2020 with all Joint Ventures growing profit in the period.

Total Group profit (pre-exceptional items) for the period was €69.9 million, down €16.9 million on prior half year.

Adjusted earnings per share was 31.05 cent. This was a decrease on prior year of 17.2% constant currency (down 15.4% reported).

Capital investment

Glanbia's total investment in capital expenditure (tangible and intangible assets) was €29.2 million in the first half of 2020 of which €20.2 million was strategic investment. While Glanbia's capital investment programme was managed tightly in response to Covid-19, investment continued in key strategic projects including investment in the Body & Fit direct-to-consumer ecommerce platform in GPN and value-added ingredients filling technology in GN. Total capital expenditure for the year is expected to be €65 million to €75 million.

Dividend per share

Consistent with Glanbia's target annual dividend payout ratio of between 25% and 35% of adjusted earnings per share and as a result of the strong cash performance in the period, the Board is recommending an interim dividend of 10.68 cent per share (HY 2019: 10.68 cent per share). The payment which is in line with the prior year interim dividend represents a payout ratio of 34.4% on half year 2020 earnings. Glanbia's dividend payout ratio policy remains unchanged. The dividend will be paid on 2 October 2020 to shareholders on the register of members as at 21 August 2020. Irish withholding tax will be deducted at the standard rate where appropriate.

Covid-19 update

From the onset of the Covid-19 crisis the Group quickly implemented business continuity planning teams with three priorities; protect employees, continue food supply and maintain the Group's strong financial position. 

Protecting employees and maintaining food supply

Since mid-March, a large proportion of the Group's employees have been working remotely and a restriction on all travel has been in place. A comprehensive set of health and safety measures has been implemented at all production sites worldwide with particular emphasis on protecting front line workers.

Glanbia employees, suppliers and customer partners have done an exceptional job and to date all plants across the Group have maintained and adapted production as needed. Customer engagements including innovation projects continued by utilising new ways of working. When conditions allow, Glanbia intends to gradually bring remote workers back to the office but only in a safe working environment and dependent on local Government guidance.

Protecting the Group's strong financial position

In the first half of 2020, Glanbia Group delivered a resilient performance in the context of the priorities set in response to the crisis. The Group's financial priority from the onset of the pandemic was its financial strength. This focus led to a good operating cash flow performance in the first half of 2020. Net debt at 4 July 2020 was €650.9 million, which is a decrease of €126.7 million versus the net debt position at the end of HY 2019. This represents a net debt to adjusted EBITDA ratio of 1.95 times. This financial strength positions Glanbia well to emerge strongly from the effects of the pandemic and provides the confidence to undertake strategic M&A such as the Foodarom acquisition which was agreed after the period end and announced today. Glanbia has not availed of any Government financial support related to the Covid-19 pandemic.

Market dynamics

Many of the trends that are aligned with the Group' strategy were accelerated by the pandemic. Consumer focus on health and wellness has deepened, in particular in the areas of weight management, general health and immunity. Lockdowns closed certain routes to market across the globe and caused a surge in ecommerce as well as increased shopping in mass and club retail as consumers compensated for a decline in out of home consumption. Trust and quality criteria were elevated when making purchasing choices and this benefitted category leading brands. Glanbia owns the number one brand in performance nutrition and the number two brand in weight management and these performed well in channels that were not disrupted by lockdowns. GPN now has 34% of its sales in online channels, a category leading level of online penetration. Glanbia Nutritionals, through its portfolio of essential micro-nutrients, where it is the number two player globally, and protein solutions, where it is the number one in the US, was able to meet demand from its customers for value-added functional ingredients that again met key end market consumer health and wellness needs. Although accelerated channel shift and short term market disruption in GPN has caused a headwind to the Group's earnings in the second quarter, Glanbia is well positioned to navigate and emerge strongly from this crisis.

Trading performance

Glanbia Nutritionals traded in line with the prior year as the breadth of the portfolio across key consumer nutrition segments enabled the business to optimise opportunities in areas such as general health and immunity while navigating more challenging end market conditions for certain 'food-to-go' brand customers. The core GN portfolio continues to trade well through July 2020 although some customers in 'food-to-go' categories may take a longer period to fully recover dependant on the evolution of the pandemic. Joint Ventures ("JVs") delivered good profit growth in the period, demonstrating the strong demand for certain dairy staples and while pricing was volatile, the robust nature of the economic models in place protected margins within the Group's JVs.

Glanbia Performance Nutrition suffered the main impact from Covid-19. Many International markets were severely disrupted by lockdowns as routes to market in many countries were essentially closed. In North America the overall portfolio of GPN delivered a robust performance in the context of particular challenges in the specialty and distributor channels. The impact of lockdowns, particularly outside the US, led to material negative operating leverage in the second quarter as sales declined significantly. As the period ended and into July 2020 ordering patterns for GPN brands improved in North America and International markets began to reopen. Recovery is expected in H2 with its pace influenced by the evolution of Covid-19.

Prior to the pandemic, GPN had commenced a transformation project focused on core brands, route-to-market and business reorganisation to support its growth agenda. This project is on plan and key initiatives across these pillars are either delivered or in the execution phase. The project will deliver margin improvements through H2 2020. The trends, such as health and wellness and ecommerce have accelerated due to Covid-19 and as a result Glanbia has broadened the reach of this project to drive further opportunities across all aspects of the business.

Financial guidance remains withdrawn

Glanbia withdrew its 2020 full year financial guidance on 22 April 2020 due to the uncertainty of duration and impact of the Covid-19 pandemic. Those conditions are still in place and therefore 2020 full year financial guidance remains withdrawn.

Financial half year 2020 operations review

* Joint Ventures are post an IFRS 15 consolidation adjustment which was adopted in 2019 and primarily relates to Glanbia's share of revenue in the Glanbia Ireland and Glanbia Cheese UK joint ventures. Under IFRS 15, all revenues from the Southwest Cheese joint venture are included in Glanbia Nutritionals. All comparisons are on a like-for-like basis.

Glanbia Performance Nutrition

Commentary on percentage movements is on a constant currency basis throughout

GPN revenue declined by 15.6% in HY 2020 versus prior year. This was driven by declines in volume of 14.9% and price of 0.7%. Volume decline was caused by the significant disruption associated with the Covid-19 pandemic in the second quarter. The key areas impacted were route-to-market in International markets and the specialty and distributor channels in North America. Price decline mainly related to pre-agreed customer promotions in North America and increased activity in the direct-to-consumer business in Europe.

GPN transformation project

GPN commenced a wide-ranging transformation project in late 2019 to restore organic growth and improve margins. This project assessed opportunities across brand priorities, route-to-market and reorganisation to support the growth agenda. GPN's decision to prioritise the Optimum Nutrition (ON) and SlimFast brands within the portfolio, to exit the contract business in North America and rationalise 35% of SKUs has helped to reduce the impact of Covid-19. The route-to-market initiatives and supply chain plans are well advanced. The reorganisation of GPN has been largely completed with focused teams now in place to drive growth across the following businesses: North America Performance Nutrition, North America Lifestyle, International and Direct-to-Consumer. Following the acceleration of trends as a result of Covid-19 Glanbia has broadened the reach of this project to drive further opportunities across all areas of the business. It is expected that benefits will begin to accrue from this project to GPN margin through H2 2020, with work ongoing in 2021, delivering an overall GPN EBITA margin ambition by 2022 of between 12% and 13%.

North America Performance Nutrition portfolio

The North America Performance Nutrition portfolio accounted for 37% of total Global GPN sales in HY 2020 and encompasses the ON, BSN and Isopure brands as well as contract business. Revenues declined by 18.2% in the period compared to prior year. Eliminating the impact of contract business, branded like-for-like revenue declined in the period by 11.4%. This was driven by the specialty and distributor channels which were heavily impacted by Covid-19 which also accelerated the exit of contract business. There was good growth in the period in online and food, drug, mass and club channels which now make up the majority of sales in this portfolio and where GPN holds strong category positions via the ON brand. ON is the platform brand in this portfolio and performed satisfactorily in the context of the channel disruption in the period with consumption declining 4.0% versus prior year in measured channels1 in the period and consumption trends improving as the period ended.

North America Lifestyle portfolio

The North America Lifestyle portfolio accounted for 35% of total Global GPN sales in HY 2020 and encompasses SlimFast, think! and Amazing Grass brands. Revenues increased by 1.6% versus prior year as a result of a strong performance from the SlimFast and Amazing Grass brands as consumers sought weight management products and plant based supplements. Sales were volatile in the second quarter in the food, drug and mass channels as a result of shopper pantry loading and this improved as the quarter ended. The platform brand within this portfolio is SlimFast which had an excellent performance growing consumption in measured channels1 in the period by 13%. The ready-to-eat category was challenged during the second quarter as it correlated to consumer mobility trends and this impacted the think! brand.

International

International markets accounted for 21% of total Global GPN sales in HY 2020. Revenue declined by 33.2% versus prior year. Many International markets were severely disrupted by lockdowns as routes to market in many countries were essentially closed. This resulted in significant negative operating leverage. As the period ended and into July 2020 International markets began to reopen and recovery is expected to be gradual in H2. Covid-19 has reframed near term expectations for certain geographies and aligned with the transformation project GPN is focused on realigning its footprint internationally towards priority growth opportunities.

Direct-to-Consumer

Body & Fit is GPN's Direct-to-Consumer ("DTC") online platform primarily serving consumers in Europe and accounted for 7% of total Global GPN sales in HY 2020. While revenue declined by 5.3% due to average price reductions, the business has made strong operational progress during the period, expanding into 6 markets, bringing the total served by dedicated teams across Europe and rest of world to 10. To further leverage its digital infrastructure the Body & Fit team also commenced management of a European ON brand dedicated DTC platform during the period.

EBITA

GPN pre-exceptional EBITA in HY 2020 was €19.6 million, 59.1% lower than the prior year, with a pre-exceptional EBITA margin of 3.7%. EBITA declined as a result of revenue decline and negative operating leverage associated with the volatility of sales in the second quarter. The GPN North America portfolio performed well with EBITA broadly in line with prior year as Lifestyle margin improvement offset declines in the Performance Nutrition portfolio. International markets were the primary driver of EBITA decline in the period. The improving sales trends into Q3 together with lower input costs are expected to drive strong margin accretion in GPN in the second half of 2020.

1. North America measured channels include Online, FDMC (Food, Mass, Drug, Club) and Specialty channels. Data compiled from published external sources and Glanbia estimates.

Glanbia Nutritionals

*As a result of the adoption of IFRS 15 in 2019, Revenue in Glanbia Nutritionals includes 100% of revenue from the Southwest Cheese joint venture. All comparisons are on a like-for-like basis.

Commentary on percentage movements is on a constant currency basis throughout

GN recorded a strong performance with revenues up 12.0% on prior period driven by volume increases of 4.5%, favourable pricing of 6.4% and the positive impact of the Watson acquisition of 1.1%. Volume increase was driven by Nutritional Solutions and US Cheese. Price was driven by US Cheese due to higher average market prices in the period versus prior year. GN EBITA was broadly in line with prior year delivering a robust performance in H1 2020.

Nutritional Solutions

Nutritional Solutions ("NS") revenues increased in the first half of 2020 by 2.9%. This was driven by a 1.2% increase in volume, a 1.8% decrease in price and the Watson acquisition delivering 3.5% of the revenue growth. Volume growth in essential micro nutrients as well as dairy solutions was good in the period as a result of good end market demand and this was offset somewhat by challenges in certain 'food-to-go' categories during the second quarter. Price decrease related to reduced dairy ingredient pricing year-on-year.

Demand for NS's key solutions, which make up the majority of dairy and non-dairy ingredients, remains good across its end markets. Softness in demand in Asia and Europe as a result of Covid-19 improved as the second quarter progressed which offset somewhat declines in demand from 'food-to-go' customers in North America.

The Watson acquisition, which closed in February 2019, is performing well with all commercial and financial integration to be completed in 2020.

NS EBITA was €48.1 million, 6.8% lower than prior year primarily due to reduced volumes from food-to-go customers and lower margins. Margins declined by 130 basis points versus prior year to 12.4% driven by negative product mix.

Foodarom acquisition

The Group has a strong balance sheet and is well positioned to make selective complementary acquisitions, which meet its strategic and financial criteria. After the period end, Glanbia has entered into an agreement to acquire Foodarom, a Canadian Flavours business with CAD 34 million annual revenue, for a purchase price of CAD 60 million plus contingent consideration. Foodarom has a strong flavour formulation capability and is focused on segments complementary to NS. With manufacturing and applications facilities in Canada, the US and Europe this acquisition is on-strategy, is scalable and will enable the further development of flavour solutions to NS customers. The transaction is expected to complete in H2 2020, subject to customary closing conditions, and is expected to be earnings accretive from 2021.

US Cheese

US Cheese revenue increased in the first half of 2020 by 16.3%. This was driven by a 6.0% increase in volume and a 10.3% increase in price. Volume growth reflected good demand from customers with retail end market exposure, a category which was strong as a result of Covid-19. Pricing was volatile in the second quarter and averaged at higher levels than prior year as a result of higher category demand. US Cheese operates a pass through pricing model which helped to negate most of the impact of price volatility in the period.

US Cheese delivered a 20.1% increase in EBITA in H1 2020. This was driven by increased sales volumes as well as a strong operating performance which improved margin by 10 basis points. This was an excellent performance in the context of the demand and price volatility during the second quarter. End market demand has remained good as the period ended with further price volatility expected given the dynamics of retail and food service demand as lockdowns ease in the US.

Equity accounted investees (Glanbia share)

* Includes Glanbia's share of revenue from the Glanbia Ireland and Glanbia Cheese UK joint ventures.

** Includes Glanbia's share of profits from the Glanbia Ireland, Glanbia Cheese UK and Southwest Cheese joint ventures.

Commentary on percentage movements is on a constant currency basis throughout

Glanbia's principal joint ventures include Glanbia Ireland, Southwest Cheese and Glanbia Cheese UK. Glanbia uses the equity method of accounting for its joint ventures and includes its share of joint venture profit after tax in the adjusted earnings per share calculation. Glanbia adopted the IFRS 15 accounting standard in 2019. Following this all sales of Southwest Cheese products are now recognised within revenue of Glanbia Nutritionals. As a result share of revenue noted above excludes sales of Southwest Cheese.

Joint Ventures ("JVs") revenues decreased by 1.4% in the period and the drivers of this were a 0.2% increase in volume offset by a 1.6% decrease in price. Volume in Glanbia Ireland and Glanbia Cheese UK was broadly in line with prior year. Price decrease reflected lower year-on-year dairy markets in Europe as a result of volatility related to the Covid-19 pandemic.

Glanbia's share of JVs' profit after tax pre-exceptionals, increased by €5.0 million to €31.8 million in the first half of 2020 as a result of improved performance across all JVs when compared to prior year.

Glanbia Co-operative Society Limited - Right to nominate Glanbia plc Directors

In compliance with Listing Rule 6.1.7 of the Euronext Dublin/Listing Rule 9.2.2 AD of the UKLA (UK Listing Authority), Glanbia plc has entered into a written legally binding agreement (the 'Relationship Agreement') with Glanbia Co-operative Society Limited ("Glanbia Co-op"), which is intended to ensure that Glanbia Co-op complies with the independence provisions/undertakings set out in Listing Rule 2.2.15 of Euronext Dublin and 6.5.4 R of the UKLA. This relationship agreement provides that the governance arrangements set out below will apply with respect to the composition and size of the Board of Glanbia plc. Glanbia Co-op currently owns 31.5% of the issued share capital of Glanbia plc. Between 2012 and 2017, Glanbia Co-op and the Board agreed the following changes, which will impact the composition and size of the Board until 2022:

· In 2020 the number of Glanbia Co-op Nominee Directors has reduced from eight to seven, which took place in June 2020;

· In 2022 the number of Glanbia Co-op Nominee Directors will reduce from seven to six. It was the intention that Glanbia Co-op would continue to nominate a Glanbia Co-op Nominee as Chairman of the Board until no later than 30 June 2020; and

· Further, if Glanbia Co-op's shareholding in Glanbia plc falls below 28% of the issued share capital, discussions will take place regarding a further reduction in the size of Glanbia Co-op's representation on the Board.

In accordance with IFRS 10 'Consolidated Financial Statements', Glanbia Co-op controlled the Group and was the ultimate parent of the Group up to 30 June 2020. On 30 June 2020 in accordance with the Relationship Agreement, as the number of directors nominated by Glanbia Co-op reduced to seven in a board comprising of 15 members. Glanbia Co-op no longer controls the Group, and the Company became the ultimate parent company of the Group.

Board changes

The Directors of Glanbia plc are as listed in the Glanbia plc 2019 Annual Report, with the exception of the following changes which have been previously announced:

· Richard Laube retired from the Board on 28 February 2020; and

· Jer Doheny and Eamon Power, directors nominated by Glanbia Co-op, retired from the Board at the AGM on 22 April 2020.

A process to identify a successor to Martin Keane as Chairperson is ongoing. A sub-committee of the Board, led by Dan O'Connor, Senior Independent Director, is responsible for this and external advisors are also engaged to assist the sub-committee in the selection process.

A full list of current directors is maintained on the Glanbia plc website: www.glanbia.com.

HALF YEAR 2020 Finance Review

Half year 2020 Group Income Statement

Revenue

Revenue increased by 2.3% versus prior half year on a constant currency basis to €1.8 billion, an increase of 4.5% on a reported basis. GN recorded a strong performance with revenues up 12% on prior period (constant currency) driven by volume increases of 4.5%, favourable pricing of 6.4% and the positive impact of the Watson acquisition of 1.1%. GPN had a challenging performance in the face of the Covid-19 pandemic, where revenues contracted 15.6% (constant currency) driven by a 14.9% decline in volumes and negative pricing impacting 0.7% compared with the comparative period.

EBITA

EBITA before exceptional items declined 25.4% constant currency (down 23.7% reported) to €85.0 million (HY 2019: €111.4 million).

GPN pre-exceptional EBITA decreased by 59.1% constant currency to €19.6 million (HY 2019: €46.9 million), a decrease of 58.2% on a reported basis. GPN pre-exceptional EBITA margin at 3.7% was 390 basis points lower than prior period reported, due to lower volumes and resulting negative operating leverage arising from the negative impact of Covid-19 restrictions, which resulted in the disruption of key sales channels during the height of the pandemic.

GN pre-exceptional EBITA decreased by 0.9% constant currency to €65.4 million (HY 2019: €64.5 million), 1.4% increase on a reported basis. GN pre-exceptional EBITA margin was 5.0%, down 70 basis points from HY 2019, due to the impact of product mix and unfavourable dairy pricing.

Net finance costs

Net finance costs decreased by €1.8 million to €11.5 million (HY 2019: €13.3 million). The decrease was driven primarily by reduced average indebtedness as a result of strong operating cash flow and reduced investment expenditure relative to prior years, net of an increased finance charge following the adoption of IFRS 16. The Group's average interest rate in HY 2020 was 3.0% (HY 2019: 3.6%) with the reduction on prior year being mainly due to lower US dollar interest rates. Glanbia operates a policy of fixing a significant amount of its interest exposure, with 95% of projected 2020 debt currently contracted at fixed rates.

Share of results of Joint Ventures (JVs)

The Group's pre-exceptional share of JV profits increased by €5.0 million to €31.8 million (HY 2019: €26.8 million) in the half year. The share of results of JVs is stated after tax. JVs continue to perform strongly, with period-on-period volume growth.

Income taxes

The half year 2020 pre-exceptional tax charge decreased by €4.3 million to €4.9 million (HY 2019: €9.2 million). This represents an effective tax rate, excluding JVs, of 11.4% (HY 2019: 13.3%). The reduction in the pre-exceptional tax rate is driven primarily by the geographic mix of profits and a lower charge for uncertain tax risks. The tax credit related to exceptional items is €1.8 million. The Group currently expects that its effective tax rate for the remainder of 2020 will be in the range of 11.0% to 12.0%.

Exceptional items

Exceptional items incurred in the first half of 2020 resulted in a net post-tax exceptional charge of €14.6m (HY 2019: €3.5m). Details of the exceptional items incurred in the period are as follows:

1. Reorganisation costs - primarily relate to a fundamental reorganisation of the GPN segment which commenced in 2019. This global transformation project aims to realign operating and supply chain structures in support of individual businesses, sharpen focus on brands and optimise routes-to-market across non-US markets to drive greater efficiencies, improve margin and deliver top line growth. Costs incurred to date includes people and property related costs, professional consulting fees and costs associated with terminating and exiting certain contractual arrangements. Given the scale of this project, further costs are anticipated in the second half of the year and into 2021 with full completion of the project anticipated by early 2022.

2. Covid-19 costs relate to the costs of dealing with this pandemic and include the costs of implementing measures to protect people, incremental payments to front line workers during the height of the pandemic and other incidental labour related costs directly associated with the onset of this global pandemic.

3. Legal settlement gain relates to net compensation received following the successful conclusion of a legacy case.

4. Prior year Brexit related costs were incurred in preparing the organisation for the departure of the United Kingdom from the European Union. Costs incurred include professional fees and increased storage and production costs as the Group sought to mitigate the potential risks related to Brexit during 2019. No further costs were incurred during HY 2020.

Profit after tax

Profit after tax for the half year was €55.3 million compared to €83.3 million in HY 2019, comprising pre-exceptional profit after tax of €69.9 million (HY 2019: €86.8 million) and exceptional charges of €14.6 million (HY 2019: €3.5 million). The €16.9 million decline in pre-exceptional profit after tax is primarily driven by the reduced profitability of GPN which more than offsets the increased share of profits in the JVs.

Earnings per share (EPS)

Basic EPS decreased by 33.6% versus prior period (35.0% constant currency), driven by period-on-period reduction in pre-exceptional profitability and increased exceptional losses in half year 2020.

Adjusted EPS is a key performance indicator (KPI) of the Group and a key metric normally guided to the market (as outlined in the first quarter 2020 Interim Management Statement, market guidance was withdrawn due to the uncertainty of duration and impact of Covid-19). Adjusted EPS declined by 15.4% (17.2% constant currency) in the half year, primarily driven by the reduction in profitability of the GPN segment, partially offset by increased share of profits of JVs.

Cash flow

The principal cash flow KPIs of the Group and business segments are Operating Cash Flow (OCF) and Free Cash Flow (FCF). OCF represents EBITDA of the wholly-owned businesses net of business-sustaining capital expenditure and working capital movements, excluding exceptional cash flows. FCF is calculated as the cash flow in the period before the following items: strategic capital expenditure, equity dividends, acquisition spend, proceeds received on disposal, exceptional costs paid, loans to JVs, and foreign exchange movements. These metrics are used to monitor the cash conversion performance of the Group and business segments and identify available cash for strategic investment. OCF conversion is a key element of the Executive Directors and senior management remuneration. OCF and FCF half year results for the Group are outlined below.

Operating Cash Flow (OCF) was €47.2 million (HY 2019: €18.9 million) and represents a cash conversion on EBITDA of 40% (HY 2019: 14%) in the period. The OCF conversion target for the full year remains at 80%. The increase in OCF versus prior period was due primarily to favourable working capital outflows in GPN and a reduction in operating lease charges that are now no longer included in EBITDA following the adoption of IFRS 16 (refer to impact of new accounting standards section below). 

The Group continues to actively manage its working capital. During the period, the Group continued a programme to increase payables terms with significant vendors in response to similar increased receivables terms that have been agreed with certain customers. In a small number of cases, certain trade receivables were also sold to a third party, to reduce the impact of increasing trade receivable terms in the current period. 

Free Cash Flow (FCF) was €42.9 million (HY 2019: outflow of €17.6 million), with the improvement primarily due to higher OCF and refunds of corporation tax in respect of prior periods. Lease payments (previously accounted for in EBITDA) had no cash impact compared to prior periods, but are now shown separately following the adoption of IFRS 16 (refer to the impact of new accounting standards section below).

Acquisition spend in the prior period relates to Watson, which was acquired in February 2019. Loans to/investment in JVs in the prior period includes investments in Glanbia Cheese EU, the mozzarella cheese JV in Portlaoise, Ireland and in MWC, the JV cheese and whey plant in Michigan, USA. No such payments were made during HY 2020.

Group financing

The Group's financial position continues to be strong. Net debt at the 2020 half year was €650.9 million. This is a decrease of €126.7 million from the prior half year net debt of €777.6 million. At half year 2020, Glanbia had committed debt facilities of €1.12 billion with a weighted average maturity of 2.5 years. Glanbia's ability to generate cash, as outlined above, and available debt facilities ensures the Group has considerable capacity to finance future investments. Net debt to adjusted EBITDA was 1.95 times and interest cover was 9.4 times, both metrics remaining well within financing covenants.

Subsequent to the period end, the Group closed on an additional $175 million of Senior Promissory Notes with a coupon of 2.75%, which will be drawn down on 15 December 2020 and will mature on 15 December 2031, thereby further increasing the duration to maturity of available debt facilities.

Use of capital

Capital expenditure

The cash outflow relating to capital expenditure for half year 2020 amounted to €29.2 million (HY 2019: €37.0 million) which includes €9.0 million of business-sustaining capital expenditure and €20.2 million of strategic capital expenditure. Key strategic projects progressed in half year 2020 included investments in Body & Fit (DTC) infrastructure and advanced filling technology in GN.

Investments in JVs

During half year 2020, no further investments were made in the newly established JVs (MWC, the JV cheese and whey manufacturing plant in Michigan, USA and Glanbia Cheese EU, the JV mozzarella cheese plant in Portlaoise, Ireland). This follows a period of substantial investment in both projects during the construction phase since 2018, with both facilities expected to be operational in early 2021, slightly later than planned due to the impact of Covid-19 on construction activities during 2020. Cumulative investment by Glanbia in MWC amounts to $75m, with a further investment of $7.5 million anticipated as the facility becomes operational over the coming months, and cumulative investment in Glanbia Cheese EU of €25 million, with a further €10 million planned. The remaining funding for both of these projects will come from the other JV partners, government grants and dedicated JV banking facilities, which are non-recourse to Glanbia. 

Dividends

Glanbia adopts a dividend policy that includes an annual dividend payout ratio between 25% and 35% of adjusted EPS. In line with this policy, the Board is recommending an interim dividend of 10.68 cent per share (HY 2019: 10.68 cent per share). The dividend will be paid on 2 October 2020 to shareholders on the register of members as at 21 August 2020. Irish withholding tax will be deducted at the standard rate where appropriate.

Capital returns policy

The Group has consistently communicated its intention to use its strong cash flow for the benefit of its shareholders. Glanbia's priority continues to be the reinvestment of financial resources it generates back into the business, including through value-adding acquisitions, to deliver sustainable growth in net revenue and improving EPS over time.

In managing the balance sheet, the Group intend to maintain key financial ratios in line with targets, including sustaining net debt/adjusted EBITDA ratio that would imply investment grade.

Repatriating cash to shareholders through a growing dividend remains a long-term goal of the business. The dividend payout for 2020 is expected to continue in line with policy of 25% - 35% of adjusted EPS.

Share buyback and investor consultation

Shareholders have recently given approval for the Group to pursue a share buyback programme following votes at the Company's AGM on 22 April 2020 on Resolutions 12 and 13 where 56% and 70% of Independent shareholders voted in favour respectively for the Company having the authority to execute a share buyback at its discretion. In light of the voting outcome, Glanbia announced that it intended to engage with shareholders to better understand shareholder reasons behind the vote. The consultation was completed over May and June 2020 and whilst the majority of Independent shareholders supported Resolutions 12 and 13 as a useful tool for capital allocation a significant minority would prefer the Company not engage in a buyback due to shareholder concentration concerns and prudent capital preservation. In light of the current uncertain global environment the Board has decided to delay any such programme and will review the position again later in 2020.

Impact of new accounting standards

While new accounting standards and improvements are issued annually, one new accounting standard was adopted during half year 2020. The impact of this standard for Glanbia is set out below.

IFRS 16 'Leases'

IFRS 16 'Leases' came into effect for the Group on 5 January 2020. Under this new accounting standard, the fair value of all qualifying operating leases, representing the present value of the lease payments over the life of the lease, are recognised as lease liabilities with corresponding right-of-use assets. The new standard results in the removal of rental charges of qualifying leases from the Income Statement and replacement with a depreciation charge in respect of the right-of-use assets and an interest charge relating to the lease liabilities.

The Group adopted the modified retrospective approach to transition permitted by the standard in which the cumulative effect of initially applying the standard is recognised in opening retained earnings at 5 January 2020. Under this approach, the comparatives for the 2019 reporting period are not restated. The reclassifications and the adjustments arising from the new leasing rules are therefore recognised in the opening balance sheet on 5 January 2020.

On 5 January 2020, the Group recognised right-of-use assets and lease liabilities of €106.4 million and €129.6 million respectively. Changes brought about by this new accounting standard do not have a material impact on the financial KPIs or Adjusted EPS in the period. At half year 2020, adjusted earnings used to calculate EPS per share decreased by €0.3 million as a result of the adoption of IFRS 16. Further detail relating to the impact of this new standard is set out in note 3 of the Condensed Consolidated Financial Statements.

Pension

The Group's net pension liability under IAS 19 (revised) 'Employee Benefits', before deferred tax, decreased by €21.1 million to €25.2 million since 5 January 2020. The defined benefit pension liability is calculated by discounting the estimated future cash outflows using appropriate corporate bond rates. During the period, returns on assets were greater than expected, as a result of a conservative investment strategy previously adopted, which more than offset modest increases in liabilities during this period of global uncertainty.

Foreign exchange

Glanbia generates over 90% of its earnings in US dollar currency and has significant assets and liabilities denominated in US dollars. As a result, and as Glanbia's reporting currency is euro, there can be a significant impact to reported numbers arising from currency movements year-on-year and on translation of US dollar non-monetary assets and liabilities in the preparation of the half year Consolidated Financial Statements. Commentary has been provided within the income statement on a constant currency basis to provide a better reflection of the underlying operating results in the year, as this removes the translational currency impact. To arrive at the constant currency change, the average foreign exchange rate for the current period is applied to the relevant reported result from the same period in the prior year. At the balance sheet date, there was a translation loss arising on the translation of non-euro denominated assets and liabilities into euro, primarily due to the weakening of the US dollar compared to half year 2019. The loss on translation of non-monetary assets and liabilities into euro is presented within other comprehensive income and amounted to €24.1 million in the half year (HY 2019: €9.7 million gain). Period-end US dollar to euro rates were as follows:

Financial strategy

Glanbia's financial strategy is very much aligned with its overall strategy of ensuring the Group delivers on its key financial goals. Specific financial goals to enable this strategy include:

· Assessing both external and organic investment opportunities against a target minimum benchmark of 12% return after tax by end of year three, with a goal of between 10% and 13% Return On Capital Employed (ROCE) in any one year;

· Focusing the organisation on cash conversion through improved working capital management and disciplined business-sustaining capital expenditure, with a goal of greater than 80% cash conversion;

· Leveraging the Group's activities to enable improved cost structures utilising shared services, procurement, IT and a continuous improvement mindset;

· Maintaining the capital structure of the Group within an implicit investment grade credit profile; and

· Dividend policy with a payout ratio of 25% - 35%.

Brexit and international trade challenges

The UK departed from EU membership ('Brexit') on 31 January 2020 and immediately entered into an 11 month transition period. The process and its impact in terms of the exit deal including tariffs and trade agreements post this transition period remain unclear and difficult to quantify at this point in time. Despite the uncertainty surrounding the United Kingdom's trading relationship with the EU post the transition period, the Group's preparations continue and no significant change is expected to impact the Group's financial performance for the remainder of the year in relation to this.

As global trade uncertainty continues, the impact of tariffs on international trade will continue to be monitored by the Group and mitigated as much as possible.

Principal risks and uncertainties

The Board of Glanbia plc has the ultimate responsibility for the Group's systems of risk management and internal control. The Group's risk management framework outlines the key stakeholder risk management responsibilities. It is designed to ensure that there is input from across all levels of the business to the management of risk and to enable the Group remain responsive to the ever changing environment in which it operates, including the impact of the Covid-19 pandemic in 2020. This framework, together with the processes to identify, manage and mitigate potential material risks to the achievement of the Group's strategic objectives are set out in detail on pages 52-59 of Glanbia plc's 2019 Annual Report.

The Group's principal risks and uncertainties are summarised in the risk profile table below. The Group has considered the impact of the pandemic on its business and reassessed its risk factors accordingly. While Covid-19 is a factor in almost all risks to some extent, the risks where the pandemic has had the most impact since the Group's 2019 Annual Report risk trend, issued on 9 March 2020, are primarily related to the economic/industry, market disruption and health and safety risks. As the global response to Covid-19 continues to evolve and the risk of a second wave of the virus remains, there may be other risks and uncertainties that are not yet considered material or not yet known to the Group and this list will change if these risks assume greater importance in the future.

As a provider of essential services, the Group has largely been able to keep its supply chains, manufacturing plants and distribution networks operating reasonably effectively during the pandemic. However, similar to other companies, the Group has experienced operational and market related challenges associated with Covid-19 in the first six months of the year. The Board continues to monitor its key risks, particularly those whose probability of occurrence/ extent of impact have increased due to Covid-19 including the health and safety of employees and customers, monitoring customers' ability to navigate the challenges of Covid-19 lockdown measures, maintaining supply chains and ensuring appropriate inventory levels are held to serve global markets.

Management continue to perform detailed assessments of the risks faced by the Group relating to Covid-19 and the wider risk environment. The key risk factors and uncertainties with the potential to impact on the Group's financial performance in the second half of 2020 include:

· Economic, industry and political risk - as an international business the Group operates in many countries and currencies where changing economic conditions can impact on it. Covid-19 actions taken by the countries in which the Group operates continue to evolve resulting in a risk of continued or further disruption to business activities, supply chains and employees throughout the remainder of the year. A prolonged pandemic-driven global recession may pose longer term risks as markets globally struggle to return to pre-Covid levels. Whilst a significant focus has been placed on the containment and suppression of Covid-19 globally, the uncertainty relating to the UK's future trading relationship with the EU continues to persist with the UK due to end its period of transition in December 2020. The outcome of the 2020 US presidential election or a deterioration in US/China trade relations may also increase uncertainty and instability in global markets in the short to medium term;

· Market disruption risk - Covid-19 restrictions have had and will continue to have a significant impact on commercial activity globally with the closure and subsequent re-opening of restaurants/food service outlets, gyms, convenience stores and the cancellation of multiple sporting events. The risk of a second wave of Covid-19 may further disrupt the ability of markets to re-open fully in 2020 and delay a return to pre-Covid sales levels, particularly in the GPN International markets, distributor networks and/or the specialty channel;

· Supply chain risk - the ability of governments and medical agencies to contain and suppress the spread of the Covid-19 virus continues to be important in preventing unexpected supply chain disruptions which could result in restrictions on the importation of key raw materials and/or further negative impacts on international sales channels. The Group is holding appropriate safety stocks for core raw materials, however a prolonged impact to supply chains would have negative consequences from both a supply and pricing perspective;

· Customer concentration risk - while strategically the Group aims to build strong customer relationships with major customers, material disruption with, or loss of, one or more of these customers, or a significant deterioration in commercial terms, could materially impact profitability. It can also expose the Group to credit exposure and other balance sheet risks. The Board is focused on utilising available mitigation to limit such exposures where possible. This is particularly relevant in 2020 as customers navigate the challenges imposed by Covid-19 restrictions on their operations; and

· Health and Safety risk - a failure to maintain good health and safety practices may adversely impact performance. A wide range of additional measures and mitigations have been introduced as a result of the Covid-19 pandemic which builds on existing strong controls of the Group.

The Group actively manages these and all other risks, including emerging risks, through its risk management and internal control processes.

Cautionary statement

Glanbia plc (the 'Group') has made forward-looking statements in this document that are based on management's beliefs and assumptions and on information currently available to management. Forward-looking statements include, but are not limited to, information concerning the Group's possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words 'believe', 'develop', 'ensure', 'arrive', 'achieve', 'anticipate', 'maintain', 'grow', 'aim', 'deliver', 'sustain', 'should' or the negative of these terms or similar expressions. Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any forward-looking statements. The risk factors included on pages 52 to 59 of the Group's 2019 Annual Report, as well as the impact of the ongoing Covid-19 pandemic, could cause the Group's results to differ materially from those expressed in forward-looking statements. There may be other risks and uncertainties that the Group is unable to predict at this time or that the Group currently does not expect to have a material adverse effect on its business. These forward-looking statements are made as of the date of this document. The Group expressly disclaims any obligation to update these forward-looking statements other than as required by law. The forward-looking statements in this release do not constitute reports or statements published in compliance with any of Regulations 6 to 8 of the Transparency (Directive 2004/109/EC) Regulations 2007.

Results webcast and dial-in details

There will be a webcast and presentation to accompany this results announcement at 8.30 a.m. BST today. Please access the webcast from the Glanbia website at http://www.glanbia.com/investors/results-centre, where the presentation can also be viewed or downloaded. In addition, a dial-in facility is available using the following numbers:

The access code for all participants is: 6836602

A replay of the call will be available for 30 days approximately two hours after the call ends.

For further information contact

Glanbia plc +353 56 777 2200

2020 half year financial report

Responsibility statement

The Directors are responsible for preparing the half yearly financial report in accordance with the Transparency (Directive 2004/109/EC) Regulations 2007 as amended, the related Transparency Rules of the Central Bank of Ireland and with IAS 34 'Interim Financial Reporting', as adopted by the European Union.

The Directors of Glanbia plc confirm that, to the best of their knowledge:

· The condensed Group interim financial statements for the period commencing 5 January 2020 and ended 4 July 2020 (six months/half year) have been prepared in accordance with the International Accounting Standard applicable to interim financial reporting (IAS 34) adopted pursuant to the procedure provided for under Article 6 of the Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002; and

· The half yearly financial report includes a true and fair review of:

o the assets, liabilities, financial position and profit of the Group;

o the important events that have occurred during the first six months of the financial year, their impact on the condensed Group financial statements for the half year ended 4 July 2020, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

o related party transactions that have occurred during the first six months of the current financial year that have materially affected the financial position or the performance of the Group during that period and any changes in the related party transactions described in the last Annual Report that could have a material effect on the financial position or the performance of the Group in the first six months of the current financial year.

On behalf of the Board

Siobhán Talbot Mark Garvey

Group Managing Director Group Finance Director

12 August 2020

Condensed Group Income statement

for the half year ended 4 JULY 2020

Condensed Group Statement of comprehensive Income

for the half year ended 4 JULY 2020

*Fair value through other comprehensive income ('FVOCI')

Condensed Group Balance sheet

as at 4 JULY 2020

Condensed Group Statement of changes in equity

For the half year ended 4 JULY 2020

Condensed gROUP Statement of cash flows

For the half year ended 4 JULY 2020

Cash and cash equivalents at the end of the period include:

* Repayment of lease liabilities capitalised under IFRS 16 during the half year ended 4 July 2020 amounted to €11.9 million, of which €1.5 million related to interest expense (note 9) paid which is presented in cash flows from operating activities

Notes to the financial statements

For the half year ended 4 JULY 2020

1. General information

Glanbia plc (the 'Company') and its subsidiaries (together the 'Group') is a leading global nutrition group with its main operations in Europe, US and Asia Pacific.

The Company is a public limited company incorporated and domiciled in Ireland, the number under which it is registered is 129933. The address of its registered office is Glanbia House, Kilkenny, Ireland. Glanbia Co-operative Society Limited (the 'Society'), together with its subsidiaries, holds 31.5% of the issued share capital of the Company. The Board of Directors as at 4 January 2020 was comprised of 16 members, of which up to 8, including the Chairman who had the casting vote, were nominated by the Society. In accordance with IFRS 10 'Consolidated Financial Statements', the Society controlled the Group and was the ultimate parent of the Group up to 30 June 2020. On 30 June 2020 in accordance with the Relationship Agreement, the number of directors nominated by the Society reduced to seven in a board comprising of 15 members. Thereafter the Society no longer controlled the Group, and the Company became the ultimate parent company of the Group.

The Company's shares are quoted on the Euronext Dublin and London Stock Exchange.

These condensed consolidated interim financial statements (interim financial statements) as at, and for the period commencing 5 January 2020 and ended 4 July 2020 were approved for issue by the Board of Directors on 12 August 2020.

2. Basis of preparation

The interim financial statements as at, and for the period commencing 5 January 2020 and ended 4 July 2020 (half year/six months) have been prepared in accordance with the Transparency (Directive 2004/109/EC) Regulations 2007 as amended, the Central Bank (Investment Market Conduct) Rules 2019 and with IAS 34 'Interim Financial Reporting', as adopted by the European Union. The interim financial statements should be read in conjunction with the financial statements as at, and for the year ended 4 January 2020 (2019 Annual Report), which have been prepared in accordance with International Financial Reporting Standards (IFRS). The interim financial statements do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual report.

The interim financial statements as at, and for the period commencing 5 January 2020 and ended 4 July 2020 and, as at, and for the six months ended 29 June 2019, have neither been audited nor reviewed by the Group's auditors.

Statutory information

The interim financial statements are considered non-statutory financial statements for the purposes of the Companies Act 2014 and in compliance with section 340(4) of that Act we state that:

· the interim financial statements as at, and for the period commencing 5 January 2020 and ended 4 July 2020 have been prepared to meet our obligation under the Transparency (Directive 2004/109/EC) Regulations 2007 as amended (Statutory Instrument No. 277 of 2007);

· the interim financial statements as at, and for the period commencing 5 January 2020 and ended 4 July 2020 do not constitute the statutory financial statements of the Group and are unaudited;

· the statutory financial statements as at, and for the financial year ended 4 January 2020 have been annexed to the annual return and filed with the Companies Registration Office;

· the statutory auditors of the Group have made a report under section 391 in the form required by section 336 Companies Act 2014 in respect of the statutory financial statements of the Group; and

· the matters referred to in the statutory auditors' report were unqualified, and did not include a reference to any matters to which the statutory auditors drew attention by way of emphasis without qualifying the report.

Going concern

The Group has adopted the going concern basis in preparing its interim financial statements after taking account of the Group's latest outlook of its cash flows, liquidity, borrowing facilities and related covenant requirements.

While the ongoing Covid-19 pandemic continues to evolve with no certainty of future trajectory or duration, the Directors have modelled and considered a number of scenarios relating to the impact of Covid-19 on the Group, incorporating current levels of trading and impact of the pandemic thus far. The most relevant scenarios considered were:

· assumption of no significant further impact of the Covid-19 pandemic in the second half of 2020, with an improving global recovery over the second half of the year and into 2021.

· a relapse of Covid-19 in significant markets, with the onset of "wave 2", resulting in a similar negative impact on business in early 2021 to that experienced during the first half of 2020.

In both scenarios, the Group continues to have significant liquidity headroom on existing banking facilities and against the financial covenants. At 4 July 2020, the Group has:

· unrestricted cash of €147.3 million;

· undrawn revolving committed bank facilities of €1.2 million and €389.7 million expiring in July 2021 and January 2024 respectively; and

· undrawn bank overdraft facilities of €15.3 million renewable on an annual basis.

In all cases, the Group's ability to refinance borrowings that are repayable within the next 12 months from the date of approval of these interim financial statements was also considered.

Having given due regard to the above, the Directors, after making appropriate enquiries, have reasonable expectation that the Group has adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of the interim financial statements. The Group therefore considers it appropriate to adopt the going concern basis in preparing its interim financial statements.

Critical accounting judgements and estimates

The significant accounting judgements and estimates made in the preparation of the interim financial statements relate to exceptional items, interests in joint ventures, retirement benefit obligations, impairment reviews of goodwill and indefinite life intangibles, income taxes and provisions, all of which remain consistent to those disclosed in the 2019 Annual Report. Updates to key judgements and estimates during the six months ended 4 July 2020 include: exceptional items (Note 7), actuarial assumptions (Note 8) and impairment tests of goodwill and indefinite life intangibles as described in the "Impact of Covid-19" section below. The impact of Covid-19 on judgements and estimates is set out below.

Impact of Covid-19

The Group has considered the impact of Covid-19 with respect to the judgements and estimates it makes in the application of its accounting policies. The financial statements at 4 July 2020 incorporate these considerations on the recoverability of inventory, trade receivables and other assets. The Group continues to actively manage its working capital including inventory and trade receivables. Appropriate inventory levels are held to minimise the likelihood of future potential stock obsolescence. Outstanding customer balances are actively monitored and reviews for indicators of impairment are done on an ongoing basis. Furthermore, trade credit is extended to customers after careful consideration and thereafter continuously monitored. Where the extension of credit is considered inappropriate, payment in advance is required. As a result from the foregoing measures, the impact of Covid-19 on the recoverability of inventory and trade receivables is not considered significant.

The impairment testing of goodwill and indefinite life intangibles at the reporting date is based on the key assumptions disclosed in the 2019 Annual Report, updated to take account of future potential trading scenarios as a result of this pandemic (as further described in the Going Concern section) and discount rates reflecting current market conditions. The testing did not result in any impairment at the balance sheet date.

Sensitivity analysis has been conducted in respect of each of the cash generating units (CGUs) (note 13) using sensitivity assumptions which remain consistent as disclosed in the 2019 Annual Report. From our sensitivity analysis, we have identified one CGU, the think! lifestyle business, where a reasonably possible change in the terminal value growth rate could result in an impairment charge. Based on the second scenario as described in the Going Concern section (a relapse of Covid-19 in significant markets), the recoverable amount of this CGU exceeds its carrying amount by €62.0 million. The change required to the terminal value growth rate of 2% that would result in the carrying amount to equal its recoverable amount is a decrease of 179bps.

Foreign currency translation

The interim financial statements are presented in euro, which is the Group's presentation currency.

The principal exchange rates used for the translation of results and balance sheets into euro are as follows:

3. Accounting policies

The methods of computation, presentation and accounting policies adopted in the preparation of the interim financial statements are consistent with those applied in the 2019 Annual Report except for those noted below. The Group's accounting policies are set out in note 2 to the financial statements in the 2019 Annual Report.

New and amended standards and interpretations adopted in the current year

IFRS 16 'Leases' (EU effective date: accounting periods commencing on or after 1 January 2019)

The Group adopted the modified retrospective approach to transition permitted by the standard in which the cumulative effect of initially applying the standard is recognised in opening retained earnings at 5 January 2020. Under this approach, the comparatives for the 2019 reporting period are not restated. The reclassifications and the adjustments arising from the new leasing rules are therefore recognised in the opening balance sheet on 5 January 2020.

The Group recognised right-of-use assets and lease liabilities for those leases previously classified as operating leases, except for short-term leases and leases of low-value assets. The right-of-use assets for leases were recognised based on the carrying amount as if the standard had always been applied, apart from the use of incremental borrowing rate at the date of initial application. Lease liabilities were recognised based on the present value of the remaining lease payments, discounted using the incremental borrowing rate at the date of initial application. There were no leases previously classified as finance leases as at 4 January 2020.

In applying IFRS 16 for the first time, the Group has availed of practical expedients/exemptions including:

· applying a single discount rate to a portfolio of leases with reasonably similar characteristics

· relying on previous assessments on whether leases are onerous as an alternative to performing an impairment review

· accounting for operating leases with a remaining lease term of within 12 months of 5 January 2020 as short-term leases

· using hindsight in determining the lease term where the contract contains options to extend or terminate the lease

· not reassessing whether a contract is, or contains a lease at the date of initial application

· not making any adjustments on transition for leases for which the underlying asset is of low value

The impact of the adoption of IFRS 16 is as follows:

· right-of-use asset and lease liabilities: initial recognition of €106.4 million and €129.6 million respectively as at 5 January 2020

· non-current other payables*: decrease of €12.5 million as at 5 January 2020

· depreciation charge: increase of €9.4 million in the period

· finance costs: increase of €1.5 million in the period

· adjusted earnings used to calculate adjusted EPS per share: decrease of €0.3 million in the period**

* Relate to lease incentives on non-cancellable operating leases under IAS 17 as at 4 January 2020

** The impact of the adoption of IFRS 16 on operating profit for the period ended 4 July 2020 is an increase of €1.2 million and has been calculated based on the portfolio of leases which existed at 4 January 2020

The lease liabilities as at 5 January 2020 can be reconciled to the operating lease commitments as of 4 January 2020 as follows:

No significant judgements or estimates were made in applying IFRS 16 that would have a material impact on the Group. However, it is noted that estimation is involved in determining incremental borrowing rate (IBR) which is used to measure lease liabilities. The Group estimates the IBR based on the currency and country/region in which a lease is based, the lease term, and the credit quality of the Group. In addition, judgement is involved in determining the lease term where there are extension or termination options. In determining the lease term, the Group considers all relevant factors that create an economic incentive for it to exercise the renewal or termination of the lease. The Group assesses at lease commencement date whether it is reasonably certain to exercise these options for leases. The Group reassesses whether it is reasonably certain to exercise them if there is a significant event or change in circumstances within its control.

Set out below are the new accounting policies of the Group upon adoption of IFRS 16, which have been applied from the date of initial application:

Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the initial amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. The recognised right-of-use assets are generally depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset's useful life.

Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as an expense in the period on which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses the IBR at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.

For leases of plant and equipment, and motor vehicles for which the Group is a lessee, it has elected not to separate lease and non-lease components, and instead account for these as a single lease component.

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases i.e. those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the lease of low-value assets recognition exemption to leases of assets that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

IFRIC Interpretation 23 'Uncertainty over Income Tax Treatments' (EU effective date: accounting periods commencing on or after 1 January 2019)

This interpretation sets out how to determine taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates when there is uncertainty over income tax treatments under IAS 12 'Income taxes'. The adoption of this interpretation did not have a material impact on the financial statements as the Group already applied the principles of IFRIC 23 in determining its provisions for uncertain tax treatments.

Amendments to IFRS 3 'Business Combinations' (EU effective date: on or after 1 January 2020)

The amendments clarify the definition of a business to help entities determine whether an acquired set of activities and assets is a business or not. The adoption of the amendments did not have a material impact on the financial statements.

There are other standards and amendments that have been issued but are not yet effective for the Group. They are not currently relevant for the Group or expected to have a material effect on the Group financial statements.

4. Segment information

Pre-exceptional segment results are as follows:

Segment earnings before interest, tax, amortisation and exceptional items are reconciled to reported profit before tax and profit after tax in the Group income statement.

The segment assets and liabilities are as follows:

Revenue is disaggregated based on the Group's internal reporting structures, the primary geographical markets in which the Group operates, the timing of revenue recognition, and channel mix as set out in the following tables:

The disaggregation of revenue by channel mix is most relevant for Glanbia Performance Nutrition.

5. Seasonality

Due to the seasonal nature of the retail segment into which the Glanbia Performance Nutrition (GPN) segment sells, higher revenues and operating profits are usually expected in the second half of the year than in the first six months. Glanbia Nutritionals revenues and operating profits, although impacted by dairy markets, are typically more evenly spread throughout the year. Refer to note 2 for considerations of Covid-19 on the interim financial statements.

6. Operating profit

7. Exceptional items

The nature of the total exceptional operating loss is as follows:

During the 2020 half year there were cash outflows of €5.3 million and €4.1 million in respect of exceptional charges recognised in FY2019 and FY2020 respectively. During the 2019 half year there were cash outflows of €2.8 million in respect of exceptional charges incurred prior to FY2019.

(a) Reorganisation costs - primarily relate to a fundamental reorganisation of the GPN segment which commenced in 2019. This global transformation project aims to realign operating and supply chain structures in support of individual businesses, sharpen focus on brands and optimise routes-to-market across non-US markets to drive greater efficiencies, improve margin and deliver top line growth. Costs incurred to date includes people and property related costs, professional consulting fees and costs associated with terminating and exiting certain contractual arrangements. Given the scale of this project, further costs are anticipated in the second half of the year and into 2021 with full completion of the project anticipated by early 2022.

(b) Covid-19 costs relate to the costs of dealing with this pandemic. They include the costs of implementing measures to protect people, incremental payments to front line workers during the height of the pandemic and other incidental labour related costs directly associated with the onset of this global pandemic. Refer to note 2 for considerations of Covid-19 on the interim financial statements.

(c) Legal settlement gain relates to the net compensation received following the successful conclusion of a legacy case.

(d) Prior year Brexit related costs were incurred in preparing the organisation for the departure of the United Kingdom from the European Union. Costs incurred include professional fees and increased storage and production costs as the Group sought to mitigate the potential risks related to Brexit during 2019. No further costs were incurred during the first half of FY2020.

8. Retirement benefit obligations

The Group operates a number of defined benefit pension plans.

Reconciliation of the amounts recognised on the condensed Group balance sheet to net defined benefit pension plan liability:

The net liability disclosed above all relates to funded plans.

The movement in the net defined benefit pension plan liability recognised in the condensed Group balance sheet is as follows:

The principal assumptions used for the purposes of the actuarial valuations were as follows:

\* The ROI defined benefit pension plans are on a career average structure therefore this assumption does not have a material impact. The UK defined benefit pension plans comprise solely pensioners and deferred pensioners

9. Finance income and costs

10. Income taxes

The Group's income tax charge of €3.1 million (HY 2019: €8.4 million) net of an exceptional tax credit of €1.8 million (HY2019: €0.8 million) (note 7) has been prepared based on the Group's best estimate of the weighted average tax rate that is expected for the full financial year. The Group has taken the estimated impact of Covid-19 on the result for the period into consideration in determining the effective tax rate for the half year ended 4 July 2020.

11. Dividends

* These interim financial statements do not reflect interim dividends. There are no income tax consequences for the Company in respect of dividends proposed prior to issuance of the interim financial statements.

Of the €47.2 million dividends paid during the half year ended 4 July 2020, €0.1 million are waived in relation to own shares.

12. Earnings per share

Basic

Basic Earnings Per Share is calculated by dividing profit after tax attributable to the equity holders of the Company by the weighted average number of ordinary shares in issue during the period, excluding ordinary shares purchased by the Group and held as own shares. The weighted average number of ordinary shares in issue used in the calculation of Basic Earnings Per Share is 295,318,642 (HY 2019: 295,200,569).

Diluted

Diluted Earnings Per Share is calculated by adjusting the weighted average number of ordinary shares in issue to assume conversion of all potential dilutive ordinary shares. Share options and share awards are the Company's only potential dilutive ordinary shares.

The share awards, which are performance based, are treated as contingently issuable shares, because their issue is contingent upon satisfaction of specified performance conditions, as well as the passage of time. Contingently issuable shares are included in the calculation of diluted Earnings Per Share to the extent that conditions governing exercisability have been satisfied, as if the end of the reporting period were the end of the vesting period.

13. Property, plant and equipment, intangible assets and capital commitments

Property, plant and equipment

During the six month period to 4 July 2020, the Group spent €15.6 million (HY 2019: €19.3 million) on additions, of which, €12.2 million (HY 2019: €15.2 million) was spent on plant and equipment. In addition, there was an increase of nil (HY 2019: €17.4 million) of property, plant and equipment arising from business combinations during the period. Exchange differences loss of €3.6 million (HY 2019: €2.7 million gain) and depreciation charges of €23.8 million (HY 2019: €23.4 million) were also recognised in the period.

Intangible assets

During the six month period to 4 July 2020, the Group spent €13.0 million (HY 2019: €17.0 million) in relation to software and development costs. In addition, there was an increase of nil (HY 2019: €36.1 million) of intangible assets arising from business combinations during the period. Exchange differences loss of €8.9 million (HY 2019: €8.7 million gain) and amortisation charges of €30.5 million (HY 2019: €28.9 million) were also recognised in the period.

Cash generating units (CGUs)

During the current period, the fundamental reorganisation of the GPN segment, which commenced in 2019, continues to progress. This global transformation project aims to realign operating and supply chain structures in support of individual businesses, sharpen focus on brands and optimise routes-to-market across non-US markets to drive greater efficiencies, improve margin and deliver top line growth. Consequently, this project led to the formation of distinct lines of business within the GPN segment, including (i) North America Performance Nutrition (ii) North America Lifestyle (iii) International and (iv) Direct-to-Consumer businesses. To date, each of these businesses with the exception of North America Lifestyle represents a stand-alone CGU within the GPN business unit, as cash flows across geographies and markets are largely interdependent, and the structure mirrors how management now monitor operations. Work is ongoing within the North America Lifestyle line of business, which will in time combine into a single CGU, but at half year, will continue to be represented as three CGUs (SlimFast North America, think! and Amazing Grass), whilst the full reorganisation efforts continue.

In the Glanbia Nutritionals (GN) segment, a number of changes underpinned the interdependency of the cash inflows of the previously separately identifiable CGUs (other than US Cheese) into a single CGU. The changes include the integration of the Watson acquisition within Nutritional Solutions, a reorganisation of the incentive structure of the sales team, and re-deployment of assets across different product lines and regions to optimise supply chain structure. The changes in CGUs are consistent with how management now monitor operations.

As a result of the changes in CGUs, the CGUs to which significant amounts of goodwill and indefinite life intangibles have been allocated as at 4 July 2020 are set out below: