24th May 2012 07:00
24 May 2012
Dairy Crest Group plc ("Dairy Crest")
Final results for year ended 31 March 2012
2011/12 | 2010/11 | Change | |
Revenue | £1,632m | £1,605m | +2% |
Adjusted profit before tax* | £87.4m | £87.6m | No change |
(Loss) / profit before tax | £(10.1)m | £77.8m | |
Adjusted basic earnings per share* | 49.4p | 47.1p | +5% |
Basic (loss) / earnings per share | (12.8)p | 43.2p | |
Cash generated from operations | £84.5m | £128.1m | -34% |
Year-end net debt | £336m | £312m | +8% |
Proposed final dividend | 14.7p | 14.2p | +4% |
* Before exceptional items, amortisation of acquired intangibles and pension interest.
Financial Highlights
·; Total Revenue up 2%
o Strong growth in Foods (revenue +10%), supported by continued progress from key brands
o More focused Dairies business (revenue -2%), as action taken to improve customer mix
·; Adjusted profit before tax maintained in challenging trading conditions
·; Exceptional non-cash impairment charges in Dairies of £81.7 million leads to a reported loss
·; Key net debt to EBITDA ratio at 2.2 well within covenant of 3.5
·; Proposed final dividend up 4% at 14.7p per share, demonstrating a commitment to progressive dividend policy
Operating Highlights
·; Sales of five key brands up 11%
o Record market shares for Cathedral City and St Hubert in fourth quarter
·; Innovation driving added value sales and efficiencies
o 10% of sales now derived from products and services developed in the last three years, such as Chedds and Frijj the Incredible
o Milk&more weekly sales up to £1.2 million
·; Input cost increases of around £80 million recovered through cost savings and selling price increases
·; £22 million annualised cost savings delivered during the year, with a further £20 million identified for 2012/13
·; Business In The Community gold award reflects strong commitment to Corporate Responsibility
Strategic highlights
·; Strategic review of French Spreads business progressing
·; Decisive steps taken since year end to return Dairies business to a satisfactory level of profitability in the medium term
·; Branded food acquisition, MH Foods, widened product portfolio
Commenting on the results, Mark Allen, Chief Executive, Dairy Crest Group plc said:
"Dairy Crest's results for the year demonstrate the continued benefit of being a broadly based business. Double digit growth in our branded Spreads and Cheese businesses has offset unsatisfactory results in Dairies.
We have maintained adjusted Group profits despite facing inflationary cost pressures of around £80 million this year by making annualised cost savings of around £22 million and achieving selling price increases. This has been made possible by a programme of consistent investment in developing our key brands and building a modern, efficient supply chain.
Going forward, we will continue to take decisive strategic action and proactively shape Dairy Crest for the long-term. In March 2012 we announced a strategic review of our French spreads business, St Hubert, which is progressing and since the year end we have also announced a series of actions to restore our Dairies business to a satisfactory level of profitability in the medium term.
In the current financial year, we are seeing continued strong momentum in our Foods businesses and we expect Dairies to benefit from the decisive action we are taking and our continued discipline on costs."
For further information:
Dairy Crest Arthur Reeves |
01372 472236 |
Brunswick Simon Sporborg |
020 7404 5959 |
A video interview with senior Dairy Crest personnel 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 10:30 (UK time) today at The Lincoln Centre, 18 Lincoln's Inn Fields, London, WC2A 3ED. An audiocast of the presentation will be available from the investor section of the Group's website investor.dairycrest.co.uk later today.
Chairman's statement
In a challenging trading environment the Board is pleased that Dairy Crest's broadly based business has delivered stable pre-exceptional profits. The quality of Dairy Crest's earnings has also improved as a higher proportion of total sales and profits has been generated by the Group's branded Foods businesses.
Strategy
The Board remains determined to take proactive action to position Dairy Crest for the future, in line with our well established strategy of growing brands, driving efficiencies, improving the quality of earnings and making acquisitions and disposals which generate value for shareholders.
The strategic review of the Group's French spreads business and the proposed restructuring of the Dairies business are in line with this strategy and are right for the long term future of the Group.
The review of our French branded spreads business is evaluating all options including a potential divestment of St Hubert. A disposal would reduce Dairy Crest's debt and provide us with a number of alternatives including releasing some proceeds to shareholders, investing in our core business and making strategic acquisitions of branded dairy and chilled foods businesses in the UK.
Vision and Values
The Group's long-standing Vision and Values continue to underpin how the business is run. The Board has had to make some difficult decisions in response to the challenging environment the business faces, and our Vision and Values have provided a reliable framework within which these can be made and implemented.
Consumers come first for Dairy Crest, and understanding our consumers has ensured that we have continued to drive added value sales. We know that bringing exciting new products to market is important to both retailers and consumers and we are pleased that the investment we have made in new product development and marketing in recent years is starting to deliver accelerated results.
We also have responsibilities towards our employees and franchisees; to the dairy farmers who commit to our business by selling us all the milk from their farms; to our shareholders; and to many other individuals and groups. Balancing the interests of these is never easy, but remains a key priority for the Board.
We have recently received the results of our latest employee survey and are encouraged by the progress we have made, although there is always more to do. We have had to take some difficult decisions on staffing levels this year, and since the year end we have announced a proposal to consult on the closure of two dairies. We will do all we can to help the almost 500 employees who are affected by these proposals.
Our relationship with the dairy farmers who supply their milk to us is very important. Without them we would not have a business. During the year we have paid record prices to our dairy farmers and despite a recent reduction they remain at historically high levels - as they have to be to reflect high on-farm costs. This has encouraged many of the farmers who supply us to invest in their businesses to provide a growing milk supply and contribute to a more stable UK dairy sector. We remain committed to paying fair, market-related milk prices.
On behalf of the Board I would like to thank all of the people who work for Dairy Crest directly or indirectly for their important contribution over the past year.
Corporate responsibility
Dairy Crest is a responsible business and we aim to ensure that we align commercial and corporate responsibility strategies for the benefit of all our stakeholders. This year we are pleased to have been awarded a gold Corporate Responsibility Index rating by Business in the Community and to have been the leading new entrant into their public rating. We take a practical approach to Corporate Responsibility. For example, as part of our plan to create a more diverse workforce, rather than setting quotas for the number of women we employ at different levels in the business, we have committed to a stretching target that 90% of employees return to work for us after maternity leave.
Board changes
The Board is responsible for the long term success of the Group. To achieve this it requires the best possible mix of skills and experience.
During the year Sue Farr was appointed as a Non-executive Director and since the year end Howard Mann, our longest-serving Non-executive Director, has stepped down, having served nine years. I would like to take this opportunity to thank Howard for his important contribution and to welcome Sue to the Board.
Increased dividend recommended
The Board is recommending a final dividend of 14.7 pence per share, making a full year dividend of 20.4 pence, an increase of 4% over the previous year. This dividend is covered 2.4 times by adjusted basic earnings per share in line with our policy for dividend cover of 2.0 to 2.5 times.
Summary
We have made progress this year by sticking to our strategy and continuing to invest in our leading brands and our factories. Our willingness to reshape our business to cope with new challenges will result in long-term value creation for everyone with an interest in Dairy Crest.
Anthony Fry
Chairman
23 May 2012
Chief Executive's review
Dairy Crest's results for the year demonstrate the continued benefit of being a broadly based business. Double digit growth from our branded Spreads and Cheese businesses has offset unsatisfactory results in Dairies.
We have maintained adjusted Group profits despite facing inflationary cost pressures of around £80 million this year by making annualised cost savings of around £22 million and achieving selling price increases. This has been made possible by a programme of consistent investment in developing our key brands and building a modern, efficient supply chain.
We are also proactively shaping our business for the future and in March 2012 announced a strategic review of our French spreads business, St Hubert, which is progressing. Since the year end we have also announced a series of actions to restore our Dairies business to a satisfactory level of profitability in the medium term.
Market background
The start of the year saw significant cost price inflation in both the UK and France. We had to achieve a balance between recovering this through higher selling prices and continuing to grow sales volumes. I am pleased that we were successful in driving further efficiencies throughout our business, which allowed us to minimise the cost increases we needed to pass onto our customers. Our success is evidenced by our maintained profitability and increased sales of our key brands.
In the final quarter of the year dairy commodity markets fell sharply and this added to the downward pressure on the profitability of our Dairies business, which had faced difficult trading conditions throughout the year. We have responded decisively to the challenges facing this business by consulting on the closure of two of our dairies, increasing some selling prices and reducing some of our raw milk purchase prices.
Consumer confidence remains fragile and we expect the markets in which we operate to remain challenging.
Trading performance
We increased sales and markedly improved our sales mix as we grew our key brands. Sales of our five key brands slowed in the first half as we obtained selling price increases that were necessary to offset inflationary input costs, but a strong second half resulted in both volume and value growth for the year as a whole.
Brand | Market | Brand growth* | Market growth** |
Cathedral City | UK cheese | +12% | +4% |
Clover | UK butter, spreads, margarine | +16% | +12% |
Country Life | UK butter, spreads, margarine | -1% | +12% |
St Hubert Omega 3 | French non-butter spreads | +19% | +6% |
Frijj | Fresh flavoured milk | +7% | +27% |
Total | +11% |
* Dairy Crest sales 12 months to 31 March 2012 v 12 months to 31 March 2011
** Nielsen, IRI data to 31 March 2012
We have continued to invest strongly behind all of our key brands and are committed to their ongoing growth. Cathedral City and St Hubert both achieved record market shares in the fourth quarter and Cathedral City was short listed to be Marketing Week's brand of the year against five other brands including Heinz, John Lewis and the BBC. We were also delighted to win the Grocer magazine's branded dairy supplier of the year award.
Innovation remains hugely important to Dairy Crest and we have an ongoing focus to develop new products, services and ways of working. During 2011 we launched four new ranges, two in France (St Hubert 5 Cereales and St Hubert Specialite Culinaire) and two in the UK (Chedds and Frijj The Incredible). A good performance by all four has contributed to an increase in sales derived from products and services developed in the last three years to 10% of overall sales, ahead of last year and in line with our ambitious long-term target.
During the year we also widened our product base with the purchase of the branded food business M H Foods. This business manufactures healthy 'one calorie' spray cooking oils under the Frylight brand and we are making good progress with our plans to develop its sales and profits.
We have already commenced initiatives in the current financial year that will again deliver over £20 million of annualised cost savings, equivalent to around 2.5% of our cost base excluding milk and commodity ingredients. We achieved the same target in the year ended 31 March 2012.
Dairies review
In a very challenging trading environment, our Dairies business did not achieve an acceptable level of profitability. On top of downward pressure on selling prices in a tough consumer environment and an extremely competitive 'middle-ground', the whole sector suffered from steeply falling dairy commodity markets.
Lower returns from these dairy commodity markets offset an improved second half performance, which was supported by the actions we took in the business during the year. These included increased sales of innovative new products including milk&more, Frijj the Incredible, milk bags and 1% fat milk, as well as efficiency improvements generated in part by the three year, £75 million investment in our core liquid dairies.
Since the year end we have continued to act decisively to protect the future of our Dairies business and have announced a series of initiatives to restore this business to a satisfactory level of profitability, including the difficult decisions to consult on the closures of two dairies, reduce some of our milk purchase prices make further depot closures and cut a number of head office jobs.
We are now the only UK listed dairy business and the only major liquid milk processor predominantly in British ownership. From a strong core of three modern and well invested liquid milk dairies we will continue to review all elements of this business to ensure its ongoing strength.
Financial summary
Adjusted Group profit before tax was essentially flat at £87.4 million (2011: £87.6 million). Adjusted basic earnings per share increased by 5% to 49.4 pence (2011: 47.1 pence). However exceptional, non-cash impairment charges associated with our Dairies business led to a reported loss before tax of £10.1 million and a basic loss per share of 12.8 pence (2011: reported profit £77.8 million, basic earnings per share 43.2 pence).
Group net debt at 31 March 2012 was £336.4 million (2011: £311.6 million), principally reflecting higher cheese stocks, which are necessary to fuel the growth in Cathedral City, offset by strong quarter four cash collection.
Current trading
In the current financial year, we are seeing continued strong momentum in our Foods businesses and we expect Dairies to benefit from the decisive action we are taking and our continued discipline on costs.
Mark Allen
Chief Executive
23 May 2012
Operating Review
Spreads
We manufacture butter and spreads in the UK, and spreads in France and have strong market positions in both these countries as well as in Italy.
Consumption of spreads in the markets in which we operate has continued to edge back (year on year volumes are down 2%) but higher prices, reflecting higher input costs, have led to value growth in both UK (+12%) and France (+6%). Both these markets remain strongly branded.
We have broadly maintained our market share in the UK, with a good performance by Clover being offset by lower sales of Country Life, and have increased our market share in France, benefiting from strong growth in our market-leading brand St Hubert Omega 3. We continue to increase expenditure on advertising and promotions and to drive innovation.
For the year ended 31 March 2012, revenue of £328.7 million is up 15% from last year, segment profit of £63.0 million is up 18% and a segment margin of 19% is the same as last year.
St Hubert
St Hubert increases market share to a record 39%.
St Hubert manufactures spreads at Ludres in North Eastern France, for distribution across France and to Italy. It was acquired in January 2007 from Uniq plc, and under Dairy Crest's ownership the business has prospered and has consistently grown market share and profits. In March 2012 we announced that we had commenced a strategic review of this business which could lead to a potential divestment.
During the year the total non-butter French Spreads market grew to €397 million. St Hubert increased its market share to a record 39%, reflecting the growth of St Hubert Omega 3, St Hubert Bio and the successful launch of two new innovative products, St Hubert 5 Cereales and St Hubert Specialite Culinaire. The business also benefited from the temporary delisting of competitors' products by some customers.
In Italy our market-leading Valle brand has performed well and has maintained its market share at 62%.
UK Spreads
Another strong performance, led by Clover, our largest spreads brand.
We manufacture butters and spreads in two factories in the UK, at Kirkby near Liverpool and at Crudgington in Shropshire using cream from our Dairies business and distribute them to UK retailers through our national distribution centre in Nuneaton.
The UK butter, spreads and margarine market grew 12% in the year to £1.3 billion, reflecting a small reduction in volume being more than offset by significant price increases. Input costs, most notably cream and vegetable oils, continued to rise in the first half of the year and we had to increase our selling prices as a result.
We broadly maintained our market share. Our largest brand, Clover, grew ahead of the market. However Country Life sales have fallen back slightly. These two key brands were well supported by Utterly Butterly, which also grew ahead of the market.
Clover remains the UK's leading dairy spread and has grown market share again this year. Total sales are up 16%. Sales of Clover Lighter are now 17% of total Clover sales and grew by 27% in the year. We have advertised Clover and Clover Lighter separately this year in order to continue to appeal to both health and taste conscious consumers.
Country Life is the only major British butter brand and we have continued to highlight this in our advertising. Country Life Spreadable outperformed the market, albeit from a relatively small base. However Country Life block butter sales fell back as we reflected higher input costs in our selling prices sooner than our competitors and chose to improve our overall margins.
Higher levels of promotional activity have supported both Country Life and Clover as we and our retail customers react to offset the economic pressure on consumers.
We will grow profits in our UK Spread business by making it more efficient and are in the process of consolidating Clover production at our Kirkby site. During the year we also completed the rationalisation of our packaging across all our brands to a single shape. As well as reducing costs this also makes our supply chain more robust.
Cheese
The 'virtuous circle' of market leading brands and facilities has delivered strong profit growth and record high milk prices to our farmers.
Dairy Crest has the leading cheese brand in the UK, Cathedral City, and a world class supply chain. Cathedral City is made at our Davidstow creamery in Cornwall from milk supplied by around 400 local dairy farmers. The cheese is matured, cut and wrapped at our state of the art facility in Nuneaton from where it is despatched to retailers.
We also make Davidstow branded cheddar and supply a small quantity of high quality retailer branded cheddar. This year we have entered a new market with Chedds, the first 100% cheddar snack for kids.
Reported revenue for the year ended 31 March 2012 grew on a like for like basis by 7% to £229.6 million after adjusting for the sale of our majority stake in Wexford Creamery in June 2010. Segment profits increased by 27% to £35.5 million resulting in a segment margin of 15% (2011: profit of £28.0 million and 13% margin).
UK retail cheese market volumes were broadly flat in the year with values increasing by 4% to £2.5 billion. The market has been predominantly retailer own label, but Cathedral City has again increased its market share and is now approaching 10% of the total market following a 12% sales increase in the year. We have continued to advertise and promote Cathedral City strongly using our successful advertising campaign, 'the nation's favourite', which reflects the brand's strength.
Cathedral City now dominates the branded everyday cheese category and achieved a market share of over 50% of the category in March 2012. It has outperformed its rivals in this category and its sales now exceed those of the next four brands combined. In line with our strategy to widen the appeal of Cathedral City to account for all tastes, all the brand's variants including Lighter, Mild and Extra Mature have grown faster than the largest selling Mature variant.
In addition to Cathedral City's strong performance, we have also made good progress with our Davidstow brand. In the past this was positioned as a 'sub-brand', carrying both the Davidstow name and that of the retailer, but last year we replaced the sub-brand in Sainsbury's and Tesco with a new Davidstow cheddar and we now have firm plans to continue to widen its distribution with other major retailers.
We want to widen our consumer base and during the year we launched Chedds, a new snack brand for children. Chedds aims to solve the dilemma facing parents who want their children to benefit from the calcium and other nutrients cheese provides from a product they don't see as artificial. Made from 100% Cathedral City cheddar, Chedds balances being tasty and fun for kids with a vote of approval from their parents. Chedds has already gained good penetration and has a strong repeat rate - we plan to advertise on television later this year to continue to drive growth.
Profits in our cheese business have been supported by strong returns from whey and by efficiency measures across the supply chain. At Davidstow we have been able to improve further the 'hit rate' by consistently producing the highest quality cheese, which reduces 'downgrade' and improves average realisations. At Nuneaton we have continued to increase the speed of the packing machines and delivered improved efficiencies.
Improved profitability has allowed us to increase the price we pay our dairy farmers for the milk they supply to Davidstow to record highs of nearly 29 pence per litre, reinforcing the 'virtuous circle' of market leading brands, facilities and milk prices.
Looking forward we have a great opportunity to deliver growth in revenue and profits in this business through a combination of consumer-led innovation and marketing. Further new products are planned which will target different consumer groups. We have made more cheese at Davidstow to meet demand, which, together with higher milk prices, has resulted in an increase in cheese stocks. Planned capacity improvements will allow us to continue to grow in the future.
Dairies
The Dairies division processes and delivers fresh conventional, organic and flavoured milk to major retailers, 'middle ground' customers (including, for example, smaller retailers, coffee shops and hospitals) and residential customers.
We also manufacture and sell Frijj, the leading fresh flavoured milk brand, cream and milk powders.
Reported revenue fell by 2% to £1,069.0 million and in a tough trading environment, segment profit fell to £10.2 million (2011: £ 27.1 million), resulting in an unsatisfactory segment margin of 1% (2011: 2.5%).
A tough year for Dairies
Along with the rest of the sector 2011/12 has been a tough year for our Dairies business. Average selling prices remained flat year on year, reflecting the full year impact of last year's intense competition in the middle ground and major tender negotiations, improved by mid-year selling price increases. Reduced retail selling prices in supermarkets have also put pressure on our residential sales volumes. In the last four months of the year cream realisations fell away while milk purchase prices remained at historic highs.
We have embarked on a series of actions designed to restore our Dairies business to an acceptable level of profitability over the medium term. We also have a continuous programme of innovation which has led to increased sales of new products including milk&more, Frijj the Incredible, milk bags and 1% fat milk.
Our focus remains on cost, quality and service and our ongoing three year, £75 million investment programme is contributing to improved efficiencies. We have a programme across Dairy Crest as a whole to deliver £20 million of annualised savings each year, and the bulk of this has been achieved in our Dairies business, much of it by increasing manufacturing efficiencies and reducing administration costs associated with our depot network.
In addition, since the year-end we have announced further depot closures and head office job losses and the proposed closure of two dairies. We have also cut some of our milk purchase prices, principally reflecting lower cream returns.
We will continue to review the geographic and customer mix of this business to ensure its ongoing strength.
A more efficient business with less exposure to the middle ground
Our proposals to close Aintree and Fenstanton dairies would concentrate our milk business into three modern dairies which have benefited from our ongoing £75 million investment programme and one glass bottling site. All four of the dairies would be operating at or around optimum throughput with fewer sales to the middle ground. In addition we continue to operate our milk balancing creamery at Severnside and our small, specialist creamery at Chard.
A strong performance from Frijj
We have grown sales of our branded milkshake, Frijj by 7% compared to last year. The market for flavoured milk remains buoyant and we have invested in production capacity to enable us to continue to grow sales. Frijj is the largest fresh flavoured milk brand and has nearly half of that market and we expect to see ongoing growth.
Market growth has been driven by premium products and during the year we launched a new premium range, "Frijj The Incredible" to participate in this sector of the market. This is proving popular and is widening the appeal of Frijj to a larger consumer group.
We have completed a trial to produce longer life Frijj using UHT milk and this will allow us to increase penetration in convenience outlets.
Residential deliveries
Delivering milk to customers' doorsteps remains a key part of our business. We have around 1 million residential customers and have a network of over 2,100 milkmen including around 1,500 franchisees. Reduced selling prices in supermarkets have put pressure on our residential sales volumes which were down 12% at the half year stage and 10% over the year. Since the year end the rate of decline has fallen to around 9%.
Our internet doorstep delivery proposition, milk&more, continues to make progress and we now have 210,000 active customers. Weekly sales are now £1.2 million. We remain committed to making milk&more a success, although pressure from lower retail selling prices has slowed down the growth of milk&more in the short term.
Ingredients
Our ingredients operation provides us with a valuable balancing solution for seasonal raw milk supplies and cream. We minimise throughput in this business to reduce our exposure as far as possible to dairy commodity markets. However our Dairies business does generate substantial volumes of cream, not all of which is used by our Spreads business. Prices for dairy ingredients increased in the first half of the year but fell back sharply in the last quarter and since the year end.
Financial Review
Overview
We continue to make progress against our strategy of growing branded sales, delivering cost savings and controlling cash. In doing so, we have benefited again this year from being a broadly based business with strong performances from our branded Spreads and Cheese divisions compensating for more challenging trading in Dairies.
Delivery against our strategy
Sales of our five key brands have increased by 11% in the year and we continue to invest more in marketing and new product development to drive future brand growth. We have delivered on our cost saving targets across the business to help mitigate inflationary cost pressures. Furthermore we have invested in our core Dairies processing sites in order to drive efficiencies and increase capacity, which will facilitate the planned closure of two non-core sites in 2012/13. Net debt has increased over the year, however a strong focus on cash has limited the increase to £24.8 million despite the acquisition of MH Foods, the Office of Fair Trading ("OFT") settlement, continued capital investment in our core Dairies business and a cheese stock build driven by increased production and milk cost rises.
Segment revenue | 2012 £m | 2011 £m | Change £m | Change % |
Cheese | 229.6 | 223.1 | 6.5 | 2.9 |
Spreads | 328.7 | 285.5 | 43.2 | 15.1 |
Dairies | 1,069.0 | 1,089.8 | (20.8) | (1.9) |
Other | 4.8 | 6.1 | (1.3) | (21.3) |
Total segment revenue | 1,632.1 | 1,604.5 | 27.6 | 1.7 |
Group revenue increased by 1.7% to £1,632.1 million. Cheese revenue increased by £6.5 million despite the comparative number including Wexford Creamery Limited until June 2010, after which point its results were no longer consolidated into the Group following the disposal of our controlling interest. Spreads revenues have grown in both the UK and France, benefiting from volume growth in our key brands and price increases achieved. Dairies revenues have declined by 1.9% as growth with major retail and milk&more have been more than offset by volume declines in the residential channel. Other revenue represents third party distribution undertaken by our national distribution centre in Nuneaton.
Segment operating profit | 2012 £m | 2011 £m | Change £m | Change % |
Cheese | 35.5 | 28.0 | 7.5 | 26.8 |
Spreads | 63.0 | 53.3 | 9.7 | 18.2 |
Dairies | 10.2 | 27.1 | (16.9) | (62.4) |
Share of associates | (0.3) | (0.2) | (0.1) | n/a |
Total segment profit | 108.4 | 108.2 | 0.2 | 0.2 |
Remove share of associates | 0.3 | 0.2 | 0.1 | n/a |
Acquired intangible amortisation | (9.1) | (8.7) | (0.4) | (4.6) |
Group profit on operations (pre-exceptionals) | 99.6 | 99.7 | (0.1) | (0.1) |
Segment profit is quoted before the impact of exceptional items and amortisation of acquired intangibles and includes our share of associates' loss after tax. On this basis, total segment profit was up £0.2 million or 0.2%.
Our cheese business has performed well in the year reflecting the strength of our Cathedral City brand, the benefit of improved whey realisations, improved supply chain efficiencies and the delayed profit and loss impact of higher milk costs due to cheese maturation times. We successfully implemented a reduced pack size for Cathedral City in the first half despite which full year tonnage grew by 5%.
Spreads profits have increased helped by strong performances from St Hubert Omega 3 and Clover. Furthermore, St Hubert benefited from the temporary delisting of competitors' products by some customers for part of the year.
Dairies profitability has been impacted by an increasingly tough trading environment and a marked fall in cream realisations in the final quarter of the year. This had led to a £16.9 million reduction in profits to £10.2 million despite higher property profits of £4.6 million (2011: £1.8 million). We are proactively reducing the cost base within our Dairies segment through depot closures, supply chain efficiency savings, head office job losses and the proposed closures of two processing sites at Aintree in Liverpool and Fenstanton in Cambridgeshire. These actions are designed to restore the segment to an acceptable level of profit in the medium term.
Reported pre-exceptional Group profit on operations decreased by 0.1% to £99.6 million; a result that demonstrates the benefits of being a broadly based dairy business with a strong performance in Cheese and Spreads offsetting lower margins in Dairies.
Exceptional items
There are a number of exceptional items recorded in the year albeit these comprise principally non-cash asset impairments. They are analysed below.
The tough trading conditions experienced by our Dairies segment have reduced profits and cash flows in the year ended 31 March 2012. Although actions are underway to reduce the cost base and restore acceptable profitability in the medium term, the outlook for the segment is weaker than it was in 2011. This, combined with the volatility of assumptions in forecasting due to the commoditised nature of the business and the competitive environment, has led management to conclude that the carrying value of Dairies goodwill cannot be supported based on value in use. We have therefore decided to fully impair the carrying value of Dairies goodwill resulting in an exceptional charge of £70.7 million in the year ended 31 March 2012.
Furthermore, we have announced a major restructuring of our Dairies operations with the expected closure of processing sites at Aintree and Fenstanton, subject to consultation. These closures are expected to be completed during 2012/13 and as a result property, plant and equipment at these sites can no longer be supported by their value in use. As a consequence we have written down the carrying value of assets at the two sites along with certain intangibles and stocks with a resultant exceptional charge of £11.0 million.
We continue a major restructuring of depot administration activities in our Dairies segment. This restructure is delivering more streamlined and centralised back office support functions and generating significant cost savings. Exceptional cash costs in the year amount to £5.3 million of which the majority comprises redundancy costs. We expect to incur a final £7 million in 2012/13.
We announced in February 2012 that a customer, Quadra Foods Limited, had gone into administration. As a result, a bad debt provision of £4.3 million has been charged as an exceptional item. In addition, we previously purchased products from Farmright Limited, a member of the same group as Quadra, which has also gone into administration. Under IFRS the recognition criteria for assets is higher than that for liabilities therefore, despite that in the opinion of management set-off arrangements were in place for these companies, only the provision for bad debt has been charged as exceptional as the outcome with regard to Farmright Limited is not virtually certain. We remain in communication with the administrator.
In May 2011 we announced the consolidation of Clover manufacture into one site at Kirkby. As a result we have charged an exceptional cost of £2.6 million in the year ended 31 March 2012 representing the write down of certain assets that are made obsolete as a result of the move in production and redundancy costs at our site in Crudgington. A further £2-3 million is expected to be incurred in the first half of 2012/13 at which point all Clover manufacture will have been transferred.
Interest
Finance charges have increased by £0.4 million (2%) to £21.0 million. Margins on the new revolving credit facility signed in October 2011 are slightly higher than the facilities that were replaced and borrowing levels have been somewhat higher this year. At 31 March 2012, all borrowings under the revolving credit facilities are at floating rates of interest based on LIBOR plus a margin of 135 basis points, however most of our borrowings are loan notes at fixed coupons. A further $85 million of loan notes (£54.5 million) were issued to investors in November 2011.
Other finance income of £5.5 million (2011: nil) comprises the net expected return on pension scheme assets after deducting the interest cost of the defined benefit obligation. This is based on assumptions made at the start of the financial year. This amount can be highly volatile year on year as it comprises the net of expected returns and interest costs, both of which are dependent upon financial market conditions at 31 March each year. We therefore exclude this item from headline adjusted profit before tax.
Interest cover excluding pension interest, calculated on total segment profit, remains comfortable, at 5.2 times (2011: 5.3 times).
Profit before tax | 2012 £m | 2011 £m | Change £m | Change % |
Total segment profit | 108.4 | 108.2 | 0.2 | 0.2 |
Finance costs | (21.0) | (20.6) | (0.4) | (2.0) |
Adjusted profit before tax | 87.4 | 87.6 | (0.2) | (0.2) |
Amortisation of acquired intangibles | (9.1) | (8.7) | (0.4) | (4.6) |
Exceptional items | (93.9) | (1.1) | (92.8) | n/a |
Other finance income - pensions | 5.5 | - | 5.5 | n/a |
Reported profit before tax | (10.1) | 77.8 | (87.9) | n/a |
The Group's adjusted profit before tax (before exceptional items and amortisation of acquired intangibles) was broadly flat at £87.4 million (2011: £87.6 million). This is management's key Group profit measure. The reported loss before tax was £10.1 million (2011: £77.8 million profit) due to exceptional items and in particular the impairment of Dairies goodwill of £70.7 million.
Taxation
The Group's effective tax rate on profits excluding exceptional items and including associate's tax was 24.1% (2011: 27.9%). The decrease in effective rate of tax compared to last year is due to a number of factors including: the 2% reduction in the rate of UK corporation tax to 26%; the enactment in March 2012 of a further 2% reduction in the UK corporation tax rate in 2012/13 (which impact deferred tax balances at March 2012); the higher level of property profits in 2011/12 which do not attract tax; and some other one-off items. We expect the effective rate to increase in 2012/13 as some of these factors do not repeat.
Group result for the year
The reported Group loss for the year amounted to £17.1 million (2011: £57.5 million profit).
(Loss) / earnings per share
The Group's adjusted basic earnings per share increased by 5% to 49.4 pence per share (2011: 47.1 pence per share). Adjusted profit before tax is broadly flat and this increase reflects the lower effective tax rate in the year.
Basic earnings per share, which includes the impact of exceptional items, pension interest income and the amortisation of acquired intangibles, amounted to a loss of 12.8 pence per share (2011: 43.2 pence earnings per share).
Dividends
The proposed final dividend of 14.7 pence per share represents an increase of 3.5% on last year's final dividend of 14.2 pence. Together with the interim dividend of 5.7 pence per share this gives a total dividend of 20.4 pence per share for the full year. This represents an increase of 3.6% on the dividend declared for 2010/11. The final dividend will be paid on 2 August 2012 to shareholders on the register on 22 June 2012.
Pensions
In June 2011, the final Schedule of Contributions was agreed with the Trustee and this results in cash payments of £20 million per annum into the defined benefit pension scheme which, from April 2010, has been closed to future service accrual. We continue to proactively seek ways of reducing pension scheme risks and during the year ended 31 March 2012, £14.6 million of liabilities (based on the IAS 19 valuation basis) were extinguished by way of an enhanced transfer value exercise.
The reported IAS 19 pension deficit at 31 March 2012 was £79.8 million compared to £60.1 million at 31 March 2011 and £109.9 million at 30 September 2011. Asset returns were relatively strong in the year however bond yields have decreased and the discounted level of pension liabilities has therefore increased. The actuarial loss reported in other comprehensive income for the year is £46.2 million (2011: £60.6 million gain).
Cash flow
We continue to focus on cash and although net debt has increased during the year from £311.6 million to £336.4 million, this includes the effect of the acquisition of MH Foods (£12.3 million) and the OFT settlement (£7.3 million). Cash generated from operations was £84.5 million in the year (2011: £128.1 million). This includes a working capital outflow of £20.6 million (2011: £11.7 million inflow) caused by the higher value of cheese stocks compared to March 2011 - £129.8 million in March 2012 versus £113.9 million last year. Stock value increases are a result of increased manufacturing to support future volume growth and milk cost increases effected during 2011. As was the case last year, we received some early settlement of invoices from customers at March 2012.
Capital expenditure of £53.3 million was marginally higher than last year (2011: £49.3 million). Significant investment continues across our core milk processing infrastructure, principally the sites at Severnside, Chadwell Heath and Foston. This investment improves efficiencies and importantly, increases capacity, which will facilitate the planned closure of two other Dairies sites in 2012/13, subject to consultation. The result going forward will be a smaller, well-invested Dairies manufacturing base with improved efficiencies and higher levels of capacity utilisation. Cash receipts from the disposal of fixed assets amounted to £12.6 million comprising £5.8 million from the sale of closed depots and £6.8 million relating to the sale and operating leaseback of certain plant and equipment at our Severnside site (2011: £2.5 million total receipts from disposal of fixed assets).
Cash interest and tax payments amounted to £23.6 million and £14.1 million respectively (2011: £19.8 million and £16.1 million). Interest payments are £3.8 million higher than last year mainly reflecting upfront fees of £3.0 million paid in relation to the new revolving credit facility and the issuance of loan notes during 2011. Tax payments are predominantly incurred in relation to the St Hubert business as UK corporation tax payments are reduced by relief on the ongoing levels of cash contributions into the pension scheme.
Cash paid for the acquisition of MH Foods amounted to £12.3 million (net of cash acquired with the business) (2011: £0.1 million of acquisitions). There were no proceeds from the sale of businesses, however in 2010/11 inflows of £4.0 million comprised proceeds from the sale of the Group's controlling interest in Wexford Creamery Limited less fees and cash in the business disposed.
Net debt
Net debt increased by £24.8 million to £336.4 million at the end of the year. Net debt is defined such that, where cross currency swaps are used as cash flow hedges to fix the interest and principal payments on currency debt, the swapped Sterling liability is included rather than the retranslated foreign currency debt. It excludes any unamortised up front facility fees. At 31 March 2012, gearing (being the ratio of net debt to shareholders' funds) was 123% (2011: 85%).
Borrowing Facilities
Group borrowing facilities comprise: £345.5 million of loan notes maturing between April 2013 and November 2021; and a £170 million plus €150 million multi-currency revolving credit facility expiring in October 2016. At 31 March 2012 there was £303.2 million effective headroom against committed facilities (2011: £324.3 million).
On 12 October 2011 the Group agreed a new five-year revolving credit facility of £170 million plus €150 million with a syndicate of five banks. Additionally, in November 2011, the Group raised a further $85 million (£54.5 million) by way of a debt private placement with US investors comprising a mix of 7-year and 10-year notes.
The new facility was used to refinance the previously existing bank facilities of: £100 million which was due to mature on 8 November 2011; and £85 million plus €175 million which was due to mature on 16 July 2013. These actions together leave overall Group facilities broadly unchanged but, importantly, deliver security of funding for the Group in the medium term, which we believe is especially important given current conditions in financial markets.
Key financial covenants under the new facility are unchanged but margins have increased slightly, reflecting current market conditions.
Borrowing facilities are subject to covenants which specify a maximum ratio of net debt to EBITDA of 3.5 times and a minimum interest cover ratio of 3.0 times. The Group remains comfortably within its covenants with a net debt to EBITDA ratio at 31 March 2012 of 2.2 times (March 2011: 2.2 times).
Treasury policies
The Group operates a centralised treasury function, which controls cash management and borrowings and the Group's financial risks. The main treasury risks faced by the Group are liquidity, interest rates and foreign currency. The Group only uses derivatives to manage its foreign currency and interest rate risks arising from underlying business and financing activities. Transactions of a speculative nature are prohibited. The Group's treasury activities are governed by policies approved and monitored by the Board.
Net Assets
Net assets at 31 March 2012 totalled £274.3 million (2011: £365.5 million). This reduction principally reflects the impairment of goodwill in the Dairies segment. Combined goodwill, intangible assets and property, plant and equipment total £713.4 million (2011: £799.6 million). Inventories of £187.8 million are £23.3 million higher than prior year mainly reflecting increases in maturing cheese stock values.
Going concern
The financial statements have been prepared on a going concern basis as the Directors are satisfied that the Group has adequate financial resources to continue its operations for the foreseeable future. In making this statement, the Group's Directors have: reviewed the Group budget, strategic plans and available facilities; have made such other enquiries as they considered appropriate; and have taken into account 'Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009' published by the Financial Reporting Council in October 2009.
Alastair Murray, Finance Director
23 May 2012
Consolidated income statement
Year ended 31 March 2012
2012 | 2011 | ||||||||||||||||
Before | Before | ||||||||||||||||
exceptional | Exceptional | exceptional | Exceptional | ||||||||||||||
items | items | Total | items | items | Total | ||||||||||||
Note | £m | £m | £m | £m | £m | £m | |||||||||||
Group revenue | 2 | 1,632.1 | - | 1,632.1 | 1,604.5 | - | 1,604.5 | ||||||||||
Operating costs | 3 | (1,537.1) | (93.9) | (1,631.0) | (1,506.6) | (3.0) | (1,509.6) | ||||||||||
Other income - property | 4 | 4.6 | - | 4.6 | 1.8 | - | 1.8 | ||||||||||
Profit on operations | 99.6 | (93.9) | 5.7 | 99.7 | (3.0) | 96.7 | |||||||||||
Finance costs | 6 | (21.0) | - | (21.0) | (20.6) | - | (20.6) | ||||||||||
Other finance income - pensions | 6 | 5.5 | - | 5.5 | - | - | - | ||||||||||
Share of associate's net loss | (0.3) | - | (0.3) | (0.2) | - | (0.2) | |||||||||||
Profit on sale of controlling interest | 5,16 | - | - | - | - | 1.9 | 1.9 | ||||||||||
Profit / (loss) before tax | 83.8 | (93.9) | (10.1) | 78.9 | (1.1) | 77.8 | |||||||||||
Tax expense | 7 | (20.1) | 13.1 | (7.0) | (22.0) | 1.7 | (20.3) | ||||||||||
Profit / (loss) for the year attributable to equity shareholders | 63.7 | (80.8) | (17.1) | 56.9 | 0.6 | 57.5 | |||||||||||
2012 | 2011 | ||||||||||||||||
Earnings per share | |||||||||||||||||
Basic (loss) / earnings per share (pence) | 9 | (12.8) | 43.2 | ||||||||||||||
Diluted (loss) / earnings per share (pence) | 9 | (12.8) | 42.3 | ||||||||||||||
Adjusted basic earnings per share (pence) * | 9 | 49.4 | 47.1 | ||||||||||||||
Adjusted diluted earnings per share (pence) * | 9 | 48.5 | 46.2 | ||||||||||||||
2012 | 2011 | ||||||||||||||||
Dividends | |||||||||||||||||
Proposed final dividend (£m) | 8 | 19.6 | 18.9 | ||||||||||||||
Interim dividend paid (£m) | 8 | 7.6 | 7.3 | ||||||||||||||
Proposed final dividend (pence) | 8 | 14.7 | 14.2 | ||||||||||||||
Interim dividend paid (pence) | 8 | 5.7 | 5.5 |
The consolidated income statement relates to continuing operations.
* Adjusted earnings per share calculations are presented to give an indication of the underlying operational performance of the Group. The calculations exclude exceptional items, amortisation of acquired intangibles and pension interest in relation to the Group's defined benefit pension scheme, the latter being highly dependent upon market assumptions at 31 March each year.
Consolidated statement of comprehensive income
Year ended 31 March 2012
Note | 2012 | 2011 | |||||||||||||
(Loss) / profit for the year | (17.1) | 57.5 | |||||||||||||
Net investment hedges: | |||||||||||||||
Exchange differences on foreign currency net investments | (19.3) | (3.0) | |||||||||||||
Exchange differences on foreign currency borrowings designated as net investment hedges | 7.7 | 1.0 | |||||||||||||
(11.6) | (2.0) | ||||||||||||||
Actuarial (losses) / gains | 13 | (46.2) | 60.6 | ||||||||||||
Amounts reclassified to profit and loss on sale of controlling interest | - | (1.7) | |||||||||||||
Cash flow hedges - reclassification adjustment for gains in income statement | 4.3 | 9.0 | |||||||||||||
Cash flow hedges - losses recognised in other comprehensive income | (8.3) | (7.9) | |||||||||||||
Exchange difference on investment in associate | (0.2) | 0.1 | |||||||||||||
Tax relating to components of other comprehensive income | 7 | 11.9 | (15.9) | ||||||||||||
Other comprehensive (loss) / gain for the year, net of tax | (50.1) | 42.2 | |||||||||||||
Total comprehensive (loss) / gain for the year, net of tax | (67.2) | 99.7 | |||||||||||||
Attributable to owners of the parent | (67.2) | 99.9 | |||||||||||||
Attributable to non-controlling interests | - | (0.2) |
Consolidated balance sheet
At 31 March 2012
Consolidated | ||||||||
2012 | 2011 | |||||||
Note | £m | £m | ||||||
ASSETS | ||||||||
Non-current assets | ||||||||
Property, plant and equipment | 10 | 282.9 | 284.3 | |||||
Goodwill | 11 | 260.0 | 335.5 | |||||
Intangible assets | 12 | 170.5 | 179.8 | |||||
Investment in associate using equity method | 0.5 | 1.0 | ||||||
Deferred consideration | 1.3 | 1.4 | ||||||
Financial assets - Derivative financial instruments | 16.6 | 18.0 | ||||||
731.8 | 820.0 | |||||||
Current assets | ||||||||
Inventories | 187.8 | 164.5 | ||||||
Trade and other receivables | 131.5 | 147.1 | ||||||
Financial assets - Derivative financial instruments | 0.3 | 1.0 | ||||||
Cash and short-term deposits | 79.4 | 49.9 | ||||||
399.0 | 362.5 | |||||||
Total assets | 2 | 1,130.8 | 1,182.5 | |||||
EQUITY AND LIABILITIES | ||||||||
Non-current liabilities | ||||||||
Financial liabilities | - Long-term borrowings | (419.7) | (305.3) | |||||
- Derivative financial instruments | (8.7) | (3.1) | ||||||
Retirement benefit obligations | 13 | (79.8) | (60.1) | |||||
Deferred tax liability | 7 | (69.4) | (86.3) | |||||
Deferred income | (6.9) | (7.5) | ||||||
(584.5) | (462.3) | |||||||
Current liabilities | ||||||||
Trade and other payables | (266.4) | (271.3) | ||||||
Financial liabilities | - Short-term borrowings | (2.0) | (68.0) | |||||
- Derivative financial instruments | - | (0.5) | ||||||
Current tax liability | (0.7) | (4.0) | ||||||
Deferred income | (0.6) | (0.6) | ||||||
Provisions | 14 | (2.3) | (10.3) | |||||
(272.0) | (354.7) | |||||||
Total liabilities | (856.5) | (817.0) | ||||||
Shareholders' equity | ||||||||
Ordinary shares | (33.3) | (33.3) | ||||||
Share premium | (70.9) | (70.8) | ||||||
Interest in ESOP | 0.6 | 0.6 | ||||||
Other reserves | 15 | (49.0) | (64.1) | |||||
Retained earnings | (121.7) | (197.9) | ||||||
Total shareholders' equity | (274.3) | (365.5) | ||||||
Total equity and liabilities | (1,130.8) | (1,182.5) |
Consolidated statement of changes in equity
Year ended 31 March 2012
Attributable to owners of the parent | |||||||||||||||||||
Non- | |||||||||||||||||||
Ordinary | Share | Interest | Other | Retained | controlling | Total | |||||||||||||
shares | premium | in ESOP | Reserves* | earnings | Total | interest | Equity | ||||||||||||
2012 | £m | £m | £m | £m | £m | £m | £m | £m | |||||||||||
At 31 March 2011 | 33.3 | 70.8 | (0.6) | 64.1 | 197.9 | 365.5 | - | 365.5 | |||||||||||
Loss for the year | - | - | - | - | (17.1) | (17.1) | - | (17.1) | |||||||||||
Other comprehensive gain / (loss): | |||||||||||||||||||
Net investment hedges | - | - | - | (11.6) | - | (11.6) | (11.6) | ||||||||||||
Cash flow hedges | - | - | - | (4.0) | - | (4.0) | (4.0) | ||||||||||||
Actuarial losses | - | - | - | - | (46.2) | (46.2) | - | (46.2) | |||||||||||
Exchange difference on investment | |||||||||||||||||||
in associate | - | - | - | (0.2) | - | (0.2) | - | (0.2) | |||||||||||
Tax on components of other | |||||||||||||||||||
comprehensive income | - | - | - | 0.7 | 11.2 | 11.9 | - | 11.9 | |||||||||||
Other comprehensive loss | - | - | - | (15.1) | (35.0) | (50.1) | - | (50.1) | |||||||||||
Total comprehensive loss | - | - | - | (15.1) | (52.1) | (67.2) | - | (67.2) | |||||||||||
Issue of share capital | - | 0.1 | - | - | - | 0.1 | - | 0.1 | |||||||||||
Share based payments | - | - | - | - | 2.4 | 2.4 | - | 2.4 | |||||||||||
Equity dividends | - | - | - | - | (26.5) | (26.5) | - | (26.5) | |||||||||||
At 31 March 2012 | 33.3 | 70.9 | (0.6) | 49.0 | 121.7 | 274.3 | - | 274.3 | |||||||||||
2011 | |||||||||||||||||||
At 31 March 2010 | 33.3 | 70.7 | (0.7) | 66.4 | 120.1 | 289.8 | 3.0 | 292.8 | |||||||||||
Profit for the year | - | - | - | - | 57.5 | 57.5 | - | 57.5 | |||||||||||
Other comprehensive gain / (loss): | |||||||||||||||||||
Net investment hedges | - | - | - | (1.8) | - | (1.8) | (0.2) | (2.0) | |||||||||||
Cash flow hedges | - | - | - | 1.1 | - | 1.1 | - | 1.1 | |||||||||||
Amounts reclassified to profit and | |||||||||||||||||||
loss on sale of controlling interest | - | - | - | (1.7) | - | (1.7) | - | (1.7) | |||||||||||
Actuarial gains | - | - | - | - | 60.6 | 60.6 | - | 60.6 | |||||||||||
Exchange difference on investment | |||||||||||||||||||
in associate | - | - | - | 0.1 | - | 0.1 | - | 0.1 | |||||||||||
Tax on components of other | |||||||||||||||||||
comprehensive income | - | - | - | - | (15.9) | (15.9) | - | (15.9) | |||||||||||
Other comprehensive gain / (loss) | - | - | - | (2.3) | 44.7 | 42.4 | (0.2) | 42.2 | |||||||||||
Total comprehensive gain / (loss) | - | - | - | (2.3) | 102.2 | 99.9 | (0.2) | 99.7 | |||||||||||
Disposal of non-controlling interest | - | - | - | - | - | - | (2.8) | (2.8) | |||||||||||
Issue of share capital | - | 0.1 | - | - | - | 0.1 | - | 0.1 | |||||||||||
Purchase of shares by ESOP | - | - | (0.2) | - | - | (0.2) | (0.2) | ||||||||||||
Exercise of options | - | - | 0.3 | - | (0.3) | - | - | - | |||||||||||
Share based payments | - | - | - | - | 1.3 | 1.3 | - | 1.3 | |||||||||||
Equity dividends | - | - | - | - | (25.4) | (25.4) | - | (25.4) | |||||||||||
At 31 March 2011 | 33.3 | 70.8 | (0.6) | 64.1 | 197.9 | 365.5 | - | 365.5 |
* Further details as provided in Note 15.
Consolidated statement of cash flows
Year ended 31 March 2012
Consolidated | ||||||||
2012 | 2011 | |||||||
Note | £m | £m | ||||||
Cash generated from operations | 17 | 84.5 | 128.1 | |||||
Interest paid | (23.6) | (19.8) | ||||||
Taxation paid | (14.1) | (16.1) | ||||||
Net cash flow from operating activities | 46.8 | 92.2 | ||||||
Cash flow from investing activities | ||||||||
Capital expenditure | (53.3) | (49.3) | ||||||
Grants received | 0.2 | 0.8 | ||||||
Proceeds from disposal of property, plant and equipment | 12.6 | 2.5 | ||||||
Purchase of businesses (net of cash and debt acquired) | 16 | (12.3) | (0.1) | |||||
Sale of businesses | 16 | - | 4.0 | |||||
Net cash (used) / generated in investing activities | (52.8) | (42.1) | ||||||
Cash flow from financing activities | ||||||||
Repayment and cancellation of bank facilities | (155.2) | - | ||||||
New bank facilities advanced | 165.2 | - | ||||||
Proceeds from issuance of loan notes | 54.5 | - | ||||||
Net repayment of borrowings under revolving credit facilities | (0.1) | - | ||||||
Dividends paid | 8 | (26.5) | (25.4) | |||||
Purchase of shares by ESOP | - | (0.2) | ||||||
Proceeds from issue of shares | 0.1 | 0.1 | ||||||
Finance lease repayments | 18 | (2.4) | (2.2) | |||||
Net cash generated from / (used in) financing activities | 35.6 | (27.7) | ||||||
Net increase / (decrease) in cash and cash equivalents | 29.6 | 22.4 | ||||||
Cash and cash equivalents at beginning of year | 18 | 49.9 | 27.5 | |||||
Exchange impact on cash and cash equivalents | 18 | (0.1) | - | |||||
Cash and cash equivalents at end of year
| 18 | 79.4 | 49.9 | |||||
Memo: Net debt at end of year |
18 |
(336.4) |
(311.6) |
Notes to the preliminary announcement
1 Basis of preparation
The consolidated financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the UK Financial Services Authority, International Financial Reporting Standards ("IFRS") and International Financial reporting Interpretation Committee ("IFRIC") interpretations as endorsed by the European Union, and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. Except as described below, the accounting policies applied are consistent with those of the annual financial statements for the year ended 31 March 2011, as described in those financial statements.
The following accounting standards and interpretations became effective for the current reporting period:
International Accounting Standards (IAS/IFRSs)
IAS 24 - Related Party Disclosures (Revised)
Improvements to IFRS (issued April 2010)
International Financial Reporting Interpretations Committee (IFRIC)
IFRIC 14 (Amended) - Prepayments of a Minimum Funding Requirement.
IFRIC 19 - Extinguishing Financial Liabilities with Equity Instruments
The application of these standards and interpretations has had no impact on the net assets, result and disclosures of the Group in the year ended 31 March 2012.
The financial information set out in this document does not constitute the statutory accounts of the Group for the years ended 31 March 2012 or 31 March 2011 but is derived from the 2012 Annual Report and Financial Statements. The Group Annual Report and Financial Statements for 2012 will be delivered to the Registrar of Companies in due course. The auditors have reported on those accounts and have given an unqualified report, which does not contain a statement under Section 498 of the Companies Act 2006.
2 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 segment's results as it reflects the segment's 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 associates and joint ventures.
The Group’s operating segments at 31 March 2012 were ‘Cheese’, ‘UK Spreads’, 'MH Foods', ‘St Hubert’, ‘Dairies' (previously 'Liquid Products' and 'Customer Direct'), ‘Share of Associates and Joint Ventures’ and ‘Other’. Certain of these operating segments have been aggregated and the Group reports on five continuing segments within the business: ‘Cheese’, ‘Spreads’, ‘Dairies’, ‘Share of Associates and Joint Ventures’ and ‘Other’
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.
Share of Associates and 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, all central costs less external other revenue are recharged to the operating segments such that their result reflects the total cost base of the Group. Other segment profit therefore is nil.
The segment results for the year ended 31 March 2012 and for the year ended 31 March 2011 and the reconciliation of segment measures to the respective statutory items included in the financial statements are as follows:
Notes to the preliminary announcement
2 Segmental analysis (continued)
Year ended 31 March | |||||||||||||
2012 | 2011 | ||||||||||||
Note | £m | £m | |||||||||||
Segment external revenue | |||||||||||||
Cheese | 229.6 | 223.1 | |||||||||||
Spreads | 328.7 | 285.5 | |||||||||||
Dairies | 1,069.0 | 1,089.8 | |||||||||||
Other | 4.8 | 6.1 | |||||||||||
Total segment external revenue | 1,632.1 | 1,604.5 | |||||||||||
Segment profit | |||||||||||||
Cheese | 35.5 | 28.0 | |||||||||||
Spreads | 63.0 | 53.3 | |||||||||||
Dairies | 10.2 | 27.1 | |||||||||||
Share of associates' net loss | (0.3) | (0.2) | |||||||||||
Total segment profit | 108.4 | 108.2 | |||||||||||
Finance costs | 6 | (21.0) | (20.6) | ||||||||||
Adjusted profit before tax | 87.4 | 87.6 | |||||||||||
Acquired intangible amortisation | 12 | (9.1) | (8.7) | ||||||||||
Exceptional items | 5 | (93.9) | (1.1) | ||||||||||
Other finance income - pensions | 6 | 5.5 | - | ||||||||||
Group (loss) / profit before tax | (10.1) | 77.8 | |||||||||||
Segment total assets | |||||||||||||
Cheese | 216.2 | 199.6 | |||||||||||
Spreads | 498.0 | 507.3 | |||||||||||
Dairies | 279.0 | 370.2 | |||||||||||
Share of associates | 1.8 | 2.4 | |||||||||||
Other | 39.5 | 34.1 | |||||||||||
Group | 1,034.5 | 1,113.6 | |||||||||||
Unsegmented assets | 96.3 | 68.9 | |||||||||||
Total assets | 1,130.8 | 1,182.5 | |||||||||||
Inter-segment revenue | |||||||||||||
Cheese | 9.9 | 7.4 | |||||||||||
Spreads | 4.7 | 8.4 | |||||||||||
Dairies | - | - | |||||||||||
Elimination | (14.6) | (15.8) | |||||||||||
Total | - | - | |||||||||||
Segment depreciation and amortisation (excluding amortisation of acquired intangible assets) | |||||||||||||
Cheese | 6.0 | 5.5 | |||||||||||
Spreads | 6.2 | 6.2 | |||||||||||
Dairies | 19.4 | 19.8 | |||||||||||
Other | 2.5 | 3.0 | |||||||||||
Total | 34.1 | 34.5 | |||||||||||
Segment additions to non-current assets | |||||||||||||
Cheese | 5.5 | 7.4 | |||||||||||
Spreads | 28.3 | 8.3 | |||||||||||
Dairies | 30.5 | 32.3 | |||||||||||
Other | 3.1 | 4.1 | |||||||||||
Total | 67.4 | 52.1 | |||||||||||
Segment exceptional items | |||||||||||||
Cheese | - | 1.9 | |||||||||||
Spreads | (2.6) | - | |||||||||||
Dairies | (91.3) | (3.0) | |||||||||||
Share of associates | - | - | |||||||||||
Total | 5 | (93.9) | (1.1) |
Notes to the preliminary announcement
2 Segmental analysis (continued)
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 on a net basis. Further analysis of the Group interest expense is provided in Note 6.
Tax costs are not included in the measure of segment profit reviewed by the CODM. Tax is centrally managed and the group effective tax rate, not individual segment tax rates, is reported.
Segment assets comprise property, plant and equipment, goodwill, intangible assets, inventories, receivables, assets in disposal group held for sale and investments in associates and joint ventures 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 and is included in the segment result. 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 so as to reflect the costs that the Spreads segment would incur if it were a stand alone entity. 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.
Segment depreciation and amortisation excludes amortisation of acquired intangible assets of £9.1 million (2011: £8.7 million) as these costs are not charged in the segment result.
Segment additions to non-current assets comprise additions to goodwill, intangible assets and property, plant and equipment through capital expenditure and acquisition of businesses.
Geographical information | Year ended 31 March | ||||||||||||
2012 | 2011 | ||||||||||||
External revenue attributed on basis of customer location | £m | £m | |||||||||||
UK | 1,450.1 | 1,429.6 | |||||||||||
France | 102.2 | 89.2 | |||||||||||
Rest of world | 79.8 | 85.7 | |||||||||||
Total segment revenue (excluding joint ventures) | 1,632.1 | 1,604.5 | |||||||||||
Non-current assets* based on location | |||||||||||||
UK | 370.5 | 433.6 | |||||||||||
France | 338.0 | 360.6 | |||||||||||
Rest of world | 5.4 | 6.4 | |||||||||||
Total | 713.9 | 800.6 |
* Comprises property, plant and equipment, goodwill, intangible assets and investments in associates.
The Group has one customer which represents more than 10% of total group revenues in the year ended 31 March 2012 (2011: none). This customer represents £175.7 million of revenue (10.8%) across the Cheese, Spreads and Dairies segments. The business segmentation above is based upon similar product groupings, namely cheese, spreads and dairies, and therefore the analysis of Group revenue by product and services is consistent with the revenue analysis presented above with the exception of non-milk product sales in the Dairies segment, which amounted to £100.1 million (2011: £112.3 million).
3 Operating costs
Year ended 31 March 2012 | Year ended 31 March 2011 | ||||||||||||
Before | Before | ||||||||||||
exceptional | Exceptional | exceptional | Exceptional | ||||||||||
items | items | Total | items | items | Total | ||||||||
£m | £m | £m | £m | £m | £m | ||||||||
Cost of sales | 1,177.4 | 17.9 | 1,195.3 | 1,132.0 | - | 1,132.0 | |||||||
Distribution costs | 274.0 | - | 274.0 | 292.8 | - | 292.8 | |||||||
Administrative expenses | 85.7 | 76.0 | 161.7 | 81.8 | 3.0 | 84.8 | |||||||
1,537.1 | 93.9 | 1,631.0 | 1,506.6 | 3.0 | 1,509.6 |
4 Other income
Year ended 31 March 2012 | Year ended 31 March 2011 | ||||||||||||
Before | Before | ||||||||||||
exceptional | Exceptional | exceptional | Exceptional | ||||||||||
items | items | Total | items | items | Total | ||||||||
£m | £m | £m | £m | £m | £m | ||||||||
Profit on disposal of depots | 4.6 | - | 4.6 | 1.8 | - | 1.8 |
The Group continues to rationalise its Dairies operations as a result of the ongoing decline in doorstep volumes. This rationalisation includes the closure of certain depots (the profit on which is shown above) and rationalisation of the ongoing Dairies operations. These activities represent a fundamental part of the ongoing ordinary activities of the Dairies operations.
Notes to the preliminary announcement
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 | Year ended | ||||||||||||
31 March 2012 | 31 March 2011 | ||||||||||||
£m | £m | ||||||||||||
Depot administration restructuring costs (Dairies) | (5.3) | (3.0) | |||||||||||
Impairment of goodwill, property, plant and equipment (Dairies) | (81.7) | - | |||||||||||
Provision for bad debts (Dairies) | (4.3) | - | |||||||||||
Restructuring costs (Spreads) | (2.6) | - | |||||||||||
(93.9) | (3.0) | ||||||||||||
Profit on disposal of controlling interest in Wexford Creamery Limited | - | 1.9 | |||||||||||
(93.9) | (1.1) | ||||||||||||
Tax relief on exceptional items | 13.1 | 1.7 | |||||||||||
(80.8) | 0.6 |
Exceptional items in the year ended 31 March 2012 comprise:
- £5.3 million of costs associated with 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 (£2.2 million) and other incremental operating costs associated with delivery of the project (£3.1 million). The project will complete in 2012/13 with up to a further £7 million of expenditure anticipated.
- 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 are 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. Further details are provided in Note 11.
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. Further details are provided in Note 10. In addition, an impairment of £0.4 million has been recorded against intangible assets (see Note 12) 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 remains property, plant and equipment and intangibles with a carrying value of £161.6 million in the Dairies segment.
- On 13 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. The consolidation will not be completed until 2012/13, however 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 (see Note 10). 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. A further £2.5 million is expected to be incurred in the first half of 2012/13 in relation to this consolidation comprising further redundancies and duplicate running costs during the transfer of physical production.
Exceptional items in the year ended 31 March 2011 comprised:
- £3.0 million of costs associated with the rationalisation of administration activities in the Dairies depot network. Most of the cost related to redundancies (£2.5 million), but certain incremental running costs were incurred (£0.5 million).
- On 12 June 2010 the Group sold 50% of the shares in Wexford Creamery Limited ('WCL') for cash proceeds of €9 million, resulting in a 30% shareholding post-disposal and a loss of controlling interest to Wexford Milk Producers ('WMP'). At 31 March 2010, the assets and liabilities of WCL were disclosed as a disposal group held for sale and the carrying value of assets was impaired to reflect the estimated fair value less costs to sell. The final gain on disposal of £1.9 million in 2010/11 included the reclassification to profit and loss of certain items previously taken to other comprehensive income and is further analysed in Note 16.
Notes to the preliminary announcement
6 Finance costs and other finance income
Finance costs | |||||||||||||
Year ended | Year ended | ||||||||||||
31 March 2012 | 31 March 2011 | ||||||||||||
£m | £m | ||||||||||||
Bank loans and overdrafts (at amortised cost) | (20.5) | (20.1) | |||||||||||
Interest expense on financial liabilities not at fair value through profit and loss | (20.5) | (20.1) | |||||||||||
Unwind of discount on provisions (Note 14) | (0.2) | (0.1) | |||||||||||
Finance charges on finance leases | (0.5) | (0.6) | |||||||||||
Total finance costs | (21.2) | (20.8) | |||||||||||
Finance income on cash balances (financial assets not at fair value through profit and loss) | 0.2 | 0.2 | |||||||||||
Total net finance costs | (21.0) | (20.6) | |||||||||||
Other finance income - pensions | Year ended | Year ended | |||||||||||
31 March 2012 | 31 March 2011 | ||||||||||||
£m | £m | ||||||||||||
Expected return on defined benefit plan assets (Note 13) | 49.0 | 45.4 | |||||||||||
Interest cost on defined benefit obligation (Note 13) | (43.5) | (45.4) | |||||||||||
5.5 | - |
Notes to the preliminary announcement
7 Tax expense
The major components of income tax expense for the years ended 31 March 2012 and 2011 are:
2012 | 2011 | |||||||||||
Consolidated income statement | £m | £m | ||||||||||
Current income | ||||||||||||
Current income tax charge at 26% (2011: 28%) | 12.5 | 16.8 | ||||||||||
Adjustments in respect of previous years | - current tax | (1.1) | (1.0) | |||||||||
- transfer from deferred tax | (1.1) | (0.6) | ||||||||||
10.3 | 15.2 | |||||||||||
Deferred income tax | ||||||||||||
Relating to origination and reversal of temporary differences | (4.0) | 4.7 | ||||||||||
Adjustment in respect of previous years | - deferred tax | (0.4) | (0.2) | |||||||||
- transfer to current tax | 1.1 | 0.6 | ||||||||||
7.0 | 20.3 | |||||||||||
Analysed: | Before exceptional items | 20.1 | 22.0 | |||||||||
Exceptional items | (13.1) | (1.7) | ||||||||||
7.0 | 20.3 |
Reconciliation between tax expense and the (loss) / profit before tax multiplied by the standard rate of corporation tax in the UK:
2012 | 2011 | ||||||||||||
£m | £m | ||||||||||||
(Loss) / profit before tax
| (10.1) | 77.8 | |||||||||||
Tax at UK statutory corporation tax rate of 26% (2011: 28%) | (2.6) | 21.8 | |||||||||||
Adjustments in respect of previous years | (1.5) | (1.2) | |||||||||||
Adjustment for overseas profits taxed at different rates | 2.8 | 2.1 | |||||||||||
Adjustment in respect of associate's losses | 0.1 | 0.1 | |||||||||||
Deferred tax adjustment for change in UK corporation tax rate (26% to 24%; 2011: 28% to 26%) | (2.6) | (1.1) | |||||||||||
Non-deductible expenses | 13.2 | 0.9 | |||||||||||
Profits offset by available tax relief | (2.4) | (2.3) | |||||||||||
7.0 | 20.3 |
The effective pre-exceptional rate of tax on Group profit before tax is 24.1% (2011: 27.9%).
A number of changes to the UK corporation tax system were announced in the March 2012 Budget Statement. This included a reduction in the rate of UK corporation tax from 26% to 24%. This reduction was dealt with by resolution under the Provisional Collection of Taxes Act at the end of the Budget debate and as such was substantively enacted for IFRS purposes on 26 March 2012. We have adjusted deferred tax balances at 31 March 2012 to reflect the 24% rate. Note that substantial deferred tax liabilities in respect of St Hubert brands are calculated at the prevailing corporation tax rate in France and are therefore unaffected by these changes.
Further reductions to the main rate of UK corporation tax are proposed that will reduce the rate by 1% per annum to 22% by April 2014. These are expected to be separately enacted each year. We estimate that a reduction in the UK corporation tax rate to 22% would reduce the deferred tax liability by approximately £1.8 million.
2012 | 2011 | ||||||||||
Consolidated other comprehensive income | £m | £m | |||||||||
Deferred income tax related to items charged to other comprehensive income | |||||||||||
Tax (relief) / charge on actuarial gains and losses | (11.2) | 15.9 | |||||||||
Valuation of financial instruments | (0.7) | - | |||||||||
Tax (credit) / charge | (11.9) | 15.9 |
There were no income tax or deferred tax amounts charged to changes in equity in the year ended 31 March 2012 (2011: nil).
Notes to the preliminary announcement
7 Tax expense (Continued)
Deferred income tax | |||||||||||
Deferred income tax at 31 March 2012 and 2011 relates to the following: | |||||||||||
2012 | 2011 | ||||||||||
Deferred tax liability | £m | £m | |||||||||
Accelerated depreciation for tax purposes | (37.4) | (41.3) | |||||||||
Goodwill and intangible assets | (55.4) | (63.4) | |||||||||
Financial instruments valuation | - | (0.3) | |||||||||
(92.8) | (105.0) | ||||||||||
Deferred tax asset | |||||||||||
Government grants | 1.8 | 2.1 | |||||||||
Share based payments | 0.4 | 0.4 | |||||||||
Pensions | 15.8 | 15.6 | |||||||||
Financial instruments valuation | 0.3 | - | |||||||||
Other | 5.1 | 0.6 | |||||||||
23.4 | 18.7 | ||||||||||
Net deferred tax liability | (69.4) | (86.3) |
Both the UK and France had net deferred tax liabilities at the end of both years. Where deferred tax assets and liabilities are in the same tax jurisdiction, they are netted off. Deferred tax assets and liabilities in separate jurisdictions are not netted.
The movement on the net deferred tax balance is shown below: | 2012 | 2011 | |||||||||
£m | £m | ||||||||||
Opening net deferred tax liability | (86.3) | (65.8) | |||||||||
Credit / (charge) to income statement | 3.3 | (5.1) | |||||||||
Credit / (charge) to other comprehensive income | 11.9 | (15.9) | |||||||||
Acquisition of business | (1.6) | - | |||||||||
Exchange impact | 3.3 | 0.5 | |||||||||
Closing net deferred tax liability | (69.4) | (86.3) |
8 Dividends paid and proposed
2012 | 2011 | |||||||||||
Declared and paid during the year | £m | £m | ||||||||||
Equity dividends on ordinary shares: | ||||||||||||
Final dividend for 2011: 14.2 pence (2010: 13.6 pence) | 18.9 | 18.1 | ||||||||||
Interim dividend for 2012: 5.7 pence (2011: 5.5 pence) | 7.6 | 7.3 | ||||||||||
26.5 | 25.4 | |||||||||||
Proposed for approval at AGM (not recognised as a liability at 31 March) | ||||||||||||
Equity dividends on ordinary shares: | ||||||||||||
Final dividend for 2012: 14.7 pence (2011: 14.2 pence) | 19.6 | 18.9 |
9 Earnings per share
Basic earnings / losses per share ('EPS') on profit / (loss) for the year is calculated by dividing profit attributable to equity shareholders of the parent company by the weighted average number of ordinary shares outstanding during the year.
Basic EPS is calculated on the basis of Group profit for the year less profit attributable to non-controlling interests divided by the weighted average number of ordinary shares outstanding during the year.
Diluted EPS is calculated by dividing the profit attributable to equity shareholders of the parent company by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares. Note that in the circumstances where there is a basic loss per share, share options are anti-dilutive and therefore are not included in the calculation of diluted losses per share.
The shares held by the Dairy Crest Employees' Share Ownership Plan Trust ('ESOP') are excluded from the weighted average number of shares in issue used in the calculation of earnings and diluted earnings per share.
To show earnings per share on a consistent basis, which in the Directors' opinion reflects the ongoing performance of the business more appropriately, adjusted earnings per share has been calculated. The computation for basic and diluted earnings per share (including adjusted earnings per share) is as follows:
Notes to the preliminary announcement
9 Earnings per share (continued)
Year ended 31 March 2012 | Year ended 31 March 2011 | ||||||||||||
Weighted | Weighted | ||||||||||||
average | Per share | average | Per share | ||||||||||
Earnings | no of shares | amount | Earnings | no of shares | amount | ||||||||
£m | million | pence | £m | million | pence | ||||||||
Basic EPS on (loss) / profit for the year | |||||||||||||
Net (loss) / profit attributable to equity shareholders | (17.1) | 133.2 | (12.8) | 57.5 | 133.2 | 43.2 | |||||||
Effect of dilutive securities: | |||||||||||||
Share options | - | - | - | - | 2.5 | (0.9) | |||||||
Diluted EPS on (loss) / profit for the year | (17.1) | 133.2 | (12.8) | 57.5 | 135.7 | 42.3 | |||||||
Adjusted basic EPS | |||||||||||||
Basic EPS from continuing operations | (17.1) | 133.2 | (12.8) | 57.5 | 133.2 | 43.2 | |||||||
Exceptional items excluding non-controlling interests (net of tax) | 80.8 | - | 60.6 | (0.6) | - | (0.5) | |||||||
Amortisation of acquired intangible assets (net of tax) | 6.2 | - | 4.7 | 5.8 | - | 4.4 | |||||||
Pension interest income (net of tax) | (4.1) | - | (3.1) | - | - | - | |||||||
Adjusted basic EPS | 65.8 | 133.2 | 49.4 | 62.7 | 133.2 | 47.1 | |||||||
Effect of dilutive securities: | |||||||||||||
Share options | - | 2.5 | (0.9) | - | 2.5 | (0.9) | |||||||
Adjusted diluted EPS | 65.8 | 135.7 | 48.5 | 62.7 | 135.7 | 46.2 |
There have been no transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of signing of these financial statements. Notes to the preliminary announcement
10 Property, plant and equipment
Vehicles, | Assets in | ||||||||
Land and | plant and | the course | |||||||
buildings | equipment | of construction | Total | ||||||
Consolidated 2012 | £m | £m | £m | £m | |||||
Cost | |||||||||
At 1 April 2011 | 187.9 | 285.3 | 22.2 | 495.4 | |||||
Additions | 4.6 | 16.0 | 27.5 | 48.1 | |||||
Acquisition of businesses | 0.1 | 0.4 | - | 0.5 | |||||
Disposals | (2.5) | (10.5) | (5.0) | (18.0) | |||||
Transfers and reclassifications | 3.1 | 12.6 | (15.7) | - | |||||
Exchange | (0.6) | (0.8) | - | (1.4) | |||||
At 31 March 2012 | 192.6 | 303.0 | 29.0 | 524.6 | |||||
Accumulated depreciation | |||||||||
At 1 April 2011 | 57.8 | 153.3 | - | 211.1 | |||||
Charge for the year | 6.9 | 24.0 | - | 30.9 | |||||
Asset impairments | 2.1 | 8.7 | - | 10.8 | |||||
Disposals | (1.7) | (8.5) | - | (10.2) | |||||
Exchange | (0.3) | (0.6) | - | (0.9) | |||||
At 31 March 2012 | 64.8 | 176.9 | - | 241.7 | |||||
Net book amount at 31 March 2012 | 127.8 | 126.1 | 29.0 | 282.9 | |||||
Consolidated 2011 | |||||||||
Cost | |||||||||
At 1 April 2010 | 185.5 | 266.6 | 11.9 | 464.0 | |||||
Additions | 3.0 | 21.0 | 20.6 | 44.6 | |||||
Disposals | (1.0) | (11.3) | - | (12.3) | |||||
Transfers and reclassifications | 0.6 | 9.7 | (10.3) | - | |||||
Exchange | (0.2) | (0.7) | - | (0.9) | |||||
At 31 March 2011 | 187.9 | 285.3 | 22.2 | 495.4 | |||||
Accumulated depreciation | |||||||||
At 1 April 2010 | 51.7 | 140.7 | - | 192.4 | |||||
Charge for the year | 6.8 | 24.1 | - | 30.9 | |||||
Disposals | (0.6) | (11.0) | - | (11.6) | |||||
Exchange | (0.1) | (0.5) | - | (0.6) | |||||
At 31 March 2011 | 57.8 | 153.3 | - | 211.1 | |||||
Net book amount at 31 March 2011 | 130.1 | 132.0 | 22.2 | 284.3 |
Following the decision to close, subject to consultation, two Dairies processing sites at Fenstanton, Cambridgeshire and Aintree, Liverpool in 2012/13, the assets within these cash generating units and other assets in the Dairies supply chain were reviewed for evidence of impairment. The carrying value of property, plant and equipment at these sites and certain plant and equipment at our site in Foston, Derbyshire could no longer be supported by value in use and an impairment has been recorded to reduce the carrying value to management's best estimate of fair value less costs to sell. Land and buildings at Aintree and Fenstanton have been impaired by £2.1 million resulting in a carrying value of £4.5 million reflecting the best estimate of resale value of these sites, both of which are owned. Plant and equipment at Aintree, Fenstanton and Foston have been impaired by £7.7 million resulting in a carrying value of £0.2 million reflecting the best estimate of resale value less costs of sale or disposal. All of these impairments have been recorded as exceptional items in the Dairies segment (see Note 5). At 31 March 2012, there remains property, plant and equipment with a carrying value of £142.1 million in the Dairies segment after these impairments.
Following the decision in 2011 to transfer all Clover manufacture from Crudgington, Shropshire to Kirkby, Liverpool certain assets at Kirkby became obsolete as future plans for the utilisation of these assets had changed. Obsolete assets with a carrying value of £1.0 million were identified and these assets were impaired to nil value reflecting management's best view as to their fair value less costs of removal and sale. This impairment has been recorded as an exceptional item in the Spreads segment (see Note 5).
Notes to the preliminary announcement
11 Goodwill
£m | ||||
Cost | ||||
At 31 March 2010 | 339.1 | |||
Additions (Note 16) | 0.1 | |||
Exchange | (1.4) | |||
At 31 March 2011 | 337.8 | |||
Additions (Note 16) | 6.7 | |||
Exchange | (11.5) | |||
At 31 March 2012 | 333.0 | |||
Accumulated impairment | ||||
At 31 March 2010 and 2011 | (2.3) | |||
Impairments in year ended 31 March 2012 (Dairies) | (70.7) | |||
At 31 March 2012 | (73.0) | |||
Net book amount at 31 March 2012 | 260.0 | |||
Net book amount at 31 March 2011 | 335.5 |
Impairment testing of goodwill
Acquired goodwill has been allocated for impairment testing purposes to five groups of cash generating units ('CGUs'): Dairies, UK Spreads, St Hubert, MH Foods and Cheese. Prior to 2011/12, goodwill allocated to Dairies was separately allocated to Liquid Products and Customer Direct. Although the same Dairies sites process fresh milk for both businesses, the CODM used to review the results of each division separately based on an allocation of assets and costs. Because the CODM reviewed discrete results of the two divisions, they were separate operating segments under IFRS 8 and, as such, could not be tested for goodwill impairment at a higher level than this. During the year, Liquid Products and Customer Direct have been integrated into one segment reporting on a combined basis consistent with the underlying asset and cost base. As a result, goodwill impairment testing is now performed on the Dairies segment, it being the smallest identifiable group of assets that generates cash inflows that are largely independent of cash inflows from other groups of assets.
All CGUs are tested for impairment annually by comparing the carrying amount of that CGU with its recoverable amount. Recoverable amount is determined based on a value-in-use calculation using cash flow projections based on financial budgets and strategic plans approved by senior management covering a three-year period and appropriate growth rates beyond that. The discount rate applied to the projections is 8.4% for UK Spreads, MH Foods and Cheese (2011: 8.3%), 9.7% for St Hubert (2011: 9.1%) and 9.4% for Dairies (2011: 8.3% for Liquid Products and 8.7% for Customer Direct).
Discount rates are pre-tax and calculated by reference to average industry gearing levels, the cost of debt and the cost of equity based on the capital asset pricing model and CGU-specific risk factors. Discount rates have remained broadly in line with March 2011. The Dairies discount rate carries a higher risk due to the more commoditised nature of the business model.
The growth rate used to extrapolate cash flows beyond the three-year period for UK Spreads, St Hubert, MH Foods and Cheese is 2.0% pa (being the estimated UK and Euro zone long-term growth rate adjusted for industry growth rates and extrapolation risks) (2011: 2.0% per annum beyond three years). The growth rate used to extrapolate cash flows beyond a five-year period for the Dairies CGU is 0% with cash flows in the first five years based on extended strategic plans for that business (2011: Liquid Products and Customer Direct growth rates of 2.0% and 0.0% respectively beyond year three).
The carrying amount of goodwill allocated to groups of CGUs at 31 March 2012 is:
Dairies | Nil | (2011: Liquid Products £30.9 million, Customer Direct £39.8 million) | |||||||
MH Foods | £6.7 million | (2011: nil) | |||||||
UK Spreads | £65.5 million | (2011: £65.5 million) | |||||||
St Hubert | £185.7 million | (2011: £197.2 million) | |||||||
Cheese | £2.1 million | (2011: £2.1 million) |
The key assumptions used in value-in-use calculations:
Gross margin - budgeted gross margins are based initially on actual margins achieved in the preceding year further adjusted for projected input and output price changes, volume changes, new initiatives and anticipated efficiency improvements. The budgeted margins form the basis for strategic plans, which incorporate longer-term market trends.
Discount rates - reflect management's estimate of the risk-adjusted weighted average cost of capital (WACC) for each CGU.
Raw materials prices - budgets are prepared using the most up to date price and forecast price data available. This is based on forward prices in the market place adjusted for any contracted prices at the time of forecast. The key resources are milk, vegetable oils, fuel oil, diesel, gas and electricity and packaging costs.
Growth rate estimates - for periods beyond the length of the strategic plans, growth estimates are based upon published industry research adjusted downwards to reflect the risk of extrapolating growth beyond a three year time frame. For the residential business, long-term rates of market decline as seen over recent years have been extrapolated forward offset by growth assumptions for milk&more.
The Directors consider the assumptions used to be consistent with the historical performance of each CGU where appropriate and to be realistically achievable in the light of economic and industry measures and forecasts.
Notes to the preliminary announcement
11 Goodwill (Continued)
2011/12
Dairies CGU - impairment of goodwill
Dairies margins have been impacted in 2011/12 by a number of factors including higher input costs, falling realisations for cream (a by-product of milk production), the ongoing decline of residential sales and high levels of competition in the sector. Furthermore, weak UK consumer demand and a very competitive landscape have adversely impacted the Group's expectations regarding the speed of recovery in future Dairies margins. In 2011 we highlighted that changes in key assumptions could cause the carrying value of the then Liquid Products and Customer Direct CGUs to exceed their recoverable amount. As described in Note 5, management has taken action to close certain sites in order to underpin factory utilisation and improve operating efficiencies.This, combined with other activities will, in the opinion of management, restore margins to an acceptable level in the medium term. However, the outlook is significantly weaker than it was in 2011 and margin recovery will take longer than previously anticipated. Given the inherent uncertainties of cash flow forecasts in what is a predominantly commodity business in a competitive sector especially given the sensitivity of low absolute margins, management has concluded that it is appropriate to fully impair the carrying amount of Dairies goodwill as there is no assurance that it can be supported on a value in use basis, excluding the impact of restructuring activities.
Therefore, management has concluded that it is appropriate at this stage to fully impair the carrying value of Dairies goodwill resulting in an exceptional charge of £70.7 million recorded in the year ended 31 March 2012. After fully impairing goodwill and impairing certain other property, plant, equipment and intangible assets, the remaining carrying value of these items at 31 March 2012 is £161.6 million. As goodwill has been fully impaired, there is no headroom and any future adverse change in key assumptions would lead to further impairment against these assets. There are changes in key assumptions in the calculation of Dairies CGU value in use that could result in further impairments. The key assumptions are discount rates and annual cash flows. A 1% increase in the discount rate applied, with all other assumptions unchanged, would result in a further impairment of approximately £20 million. A reduction in cash flows of £2 million per annum in perpetuity, representing approximately 2% margin, with all other assumptions unchanged, would result in a further impairment of £22 million.
Other CGUs - Sensitivity to changes in assumptions
With regard to the assessment of value in use of the UK Spreads, St Hubert, MH Foods and Cheese CGUs, management believes that no reasonably possible change in the above key assumptions would cause the carrying value of the unit to exceed its recoverable amount. Notes to the preliminary announcement
12 Intangible assets
Assets in | |||||||||
the course | Internally | Acquired | |||||||
of construction | generated | intangibles | Total | ||||||
£m | £m | £m | £m | ||||||
Cost | |||||||||
At 31 March 2010 | - | 22.5 | 204.4 | 226.9 | |||||
Additions | 7.4 | - | - | 7.4 | |||||
Write offs | - | - | (5.8) | (5.8) | |||||
Transfers and reclassifications | (2.0) | 2.0 | - | - | |||||
Exchange | - | - | (1.6) | (1.6) | |||||
At 31 March 2011 | 5.4 | 24.5 | 197.0 | 226.9 | |||||
Additions | 6.4 | 0.2 | - | 6.6 | |||||
Acquisitions | - | - | 6.0 | 6.0 | |||||
Transfers and reclassifications | (2.0) | 2.0 | - | - | |||||
Exchange | - | - | (11.8) | (11.8) | |||||
At 31 March 2012 | 9.8 | 26.7 | 191.2 | 227.7 | |||||
Accumulated amortisation | |||||||||
At 31 March 2010 | - | 6.2 | 34.7 | 40.9 | |||||
Write offs | - | - | (5.8) | (5.8) | |||||
Amortisation for the year | - | 3.6 | 8.7 | 12.3 | |||||
Exchange | - | - | (0.3) | (0.3) | |||||
At 31 March 2011 | - | 9.8 | 37.3 | 47.1 | |||||
Impairments | - | 0.4 | - | 0.4 | |||||
Amortisation for the year | - | 3.2 | 9.1 | 12.3 | |||||
Exchange | - | - | (2.6) | (2.6) | |||||
At 31 March 2012 | - | 13.4 | 43.8 | 57.2 | |||||
Net book amount at 31 March 2012 | 9.8 | 13.3 | 147.4 | 170.5 | |||||
Net book amount at 31 March 2011 | 5.4 | 14.7 | 159.7 | 179.8 |
Internally generated intangible assets comprise software development and implementation costs across manufacturing sites, the milk&more business and Head Office. Acquired intangibles comprise predominantly brands acquired with the acquisition of businesses. The largest component within acquired intangibles are the brands acquired with St Hubert in January 2007. A further £6.0 million was recognised on the acquisition of Morehands Limited (MH Foods) in June 2011, representing an estimate of the "Frylight" brand. A useful life of 15 years has been assumed for this brand (see Note 16).
The remaining useful lives at 31 March 2012 for significant intangible assets are as follows:
Acquired St Hubert brand | 20 years | |
Acquired Le Fleurier brand | 10 years | |
Acquired Valle brand | 10 years | |
Acquired Frylight brand | 14 years |
2012
- Additions in the year relate to the acquisition of Morehands Limited (see above and Note 16) and computer software development for
the UK Group.
- Following the decision to close, subject to consultation, two Dairies sites, certain capitalised software development costs have been impaired by £0.4 million (see also Note 5 and Note 10). Notes to the preliminary announcement
13 Retirement benefit obligations
The Group has one defined benefit pension scheme in the UK which was closed to future service accrual from 1 April 2010. This pension scheme is a final salary scheme that had previously been closed to new employees joining after 30 June 2006. Employees joining after this date and those members of the defined benefit pension scheme on its closure to future service accrual were invited to join the Dairy Crest Group defined contribution plan.
The most recent full actuarial valuation of the Dairy Crest Group Pension Fund was carried out as at 31 March 2010 by the fund's independent actuary using the projected unit credit method. Full actuarial valuations are carried out triennially. This valuation resulted in a deficit of £137 million compared to the IAS19 deficit of £142.4 million reported at that date. Future cash funding has been agreed to continue at £20 million per annum.
The following tables summarise the components of net benefit expense recognised in the consolidated income statement and the funded status and amounts recognised in the consolidated balance sheet for the defined benefit plans.
Dairy Crest Group | |||||||||||||
Pension Fund | |||||||||||||
2012 | 2011 | ||||||||||||
Net benefit (income) / expense recognised in the consolidated income statement | £m | £m | |||||||||||
Current service cost | - | - | |||||||||||
Gain on settlement (see below) | (0.3) | - | |||||||||||
Interest cost on benefit obligation | 43.5 | 45.4 | |||||||||||
Expected return on scheme assets | (49.0) | (45.4) | |||||||||||
Net benefit income | (5.8) | - | |||||||||||
Net actuarial (loss) / gain recognised in other comprehensive income | |||||||||||||
Actual return less expected return on pension scheme assets | 21.9 | 22.5 | |||||||||||
Experience (losses) / gains arising on scheme liabilities | (6.5) | 16.4 | |||||||||||
(Loss) / gain arising from changes in assumptions underlying the present value of scheme liabilities | (61.6) | 21.7 | |||||||||||
Net actuarial (loss) / gain | (46.2) | 60.6 | |||||||||||
Related tax | 11.2 | (15.9) | |||||||||||
Net actuarial (loss) / gain recognised in other comprehensive income | (35.0) | 44.7 | |||||||||||
Actual returns on plan assets were £70.9 million (2011: £67.9 million). | |||||||||||||
Defined benefit obligation | |||||||||||||
Fair value of scheme assets: | - Equities | 72.7 | 65.7 | ||||||||||
- Bonds and cash | 293.2 | 239.0 | |||||||||||
- Equity return swaps valuation | 61.8 | 90.5 | |||||||||||
- Property and other | 58.8 | 55.3 | |||||||||||
- Insured retirement obligations | 279.6 | 268.1 | |||||||||||
766.1 | 718.6 | ||||||||||||
Defined benefit obligation: | - Uninsured retirement obligations | (566.3) | (510.6) | ||||||||||
- Insured retirement obligations | (279.6) | (268.1) | |||||||||||
Total defined benefit obligation | (845.9) | (778.7) | |||||||||||
Net liability recognised in the balance sheet | (79.8) | (60.1) | |||||||||||
Related deferred tax asset | 15.8 | 15.6 | |||||||||||
Net pension liability | (64.0) | (44.5) |
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 are 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. This will reduce the volatility of the reported defined benefit obligations in future periods.
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 Fund 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. Credit risk is minimised since collateral is provided by the counterparties to the benefit of the Fund when the instruments are in the money. At 31 March 2012, the valuation of the above comprises a positive equity exposure of £226.4 million and a negative LIBOR exposure of £164.6 million (2011: equity exposure of £290.7 million and LIBOR exposure of £200.2 million).
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.
Notes to the preliminary announcement
13 Retirement benefit obligations (Continued)
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% (March 2011: 8.0%) reflects historic UK equity returns with an assumption for 2012 that the equity market rally in 2011/12 will continue in the medium term. The equity return assumption represents a reasonable risk premium over gilts. It is within the range of assumptions typically used by companies of a similar size. 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% (March 2011: 5.2%) is based upon the gross redemption yields available on a similar profile of gilts and corporate bonds.
The average duration of scheme liabilities is approximately 19 years (2011: 19 years). 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.
In 2010 the Government announced that in future salary increases to deferred pensions (in excess of guaranteed minimum pensions ('GMPs') and to GMPs accrued after 6 April 1988) will be linked to the Consumer Prices Index ('CPI') instead of the Retail Prices Index ('RPI'). In the second half of the year ended 31 March 2011, having reviewed the Scheme rules and previous communications with members, the Trustee and Company concluded that no constructive obligations had been created counter to the Scheme rules and that therefore those rules would apply. Under the Scheme rules RPI continues to be applied for pensions in payment but statutory increases are applied for the majority of deferred members (being CPI). The result of this change, which was communicated to members, was to reduce future pension inflation assumptions for deferred members when determining Scheme liabilities. The impact was to reduce Scheme liabilities by approximately £43 million in 2010/11.
The RPI inflation assumptions are determined by adopting a yield curve approach, based on the break-even rate of inflation implied by fixed interest gilt yields and index-linked yields. Applying this approach to the Scheme's projected benefit payments gives an average break-even inflation assumption of 3.4%. The CPI inflation assumption is determined by reference to adjusted RPI rather than by reference to CPI-linked investments where the market is small and illiquid. The principal differences between RPI and CPI are (i) the formula effect due to RPI using arithmetic means and CPI geometric means, and (ii) the bundles of goods considered - CPI excludes mortgage payments and other housing costs. The assumption used at 31 March 2012 is that CPI inflation will track 1.0% points below RPI inflation in the long term (0.8% formula effect and 0.2% component effect) and is therefore set at 2.4%. Pension increase assumptions are based on RPI with an adjustment to reflect caps within the Scheme rules.
Mortality assumptions were updated in the year ended 31 March 2011 based on analysis of the membership data performed as part of the March 2010 full actuarial valuation. The result was an increase in life expectancy assumptions of approximately 1.7 years. The same mortality input assumptions have been used for March 2012 with no material resultant change in life expectancies.
The scheme deficit is highly dependent upon these input assumptions which are set at the reporting period end dates. A 0.1% decrease in the discount rate assumption would increase the scheme obligation by approximately £17 million (2011: £14 million). A 0.1% increase in the inflation assumption would increase the scheme obligation by approximately £16 million (2011: £11 million). An increase in life expectancy across all members of one year would increase the scheme obligation by approximately £43 million (2011: £40 million).
Dairy Crest Group | |||||||||
Pension Fund | |||||||||
2012 | 2011 | ||||||||
Movement in the present value of the defined benefit obligations are as follows: | £m | £m | |||||||
Opening defined benefit obligation | (778.7) | (822.5) | |||||||
Settlement gains | 0.3 | - | |||||||
Interest cost | (43.5) | (45.4) | |||||||
Actuarial (losses) / gains | (68.1) | 38.1 | |||||||
Benefits paid | 44.1 | 51.1 | |||||||
Closing defined benefit obligation | (845.9) | (778.7) | |||||||
Movement in the fair value of plan assets are as follows: | |||||||||
Opening fair value of scheme assets | 718.6 | 680.1 | |||||||
Expected return | 49.0 | 45.4 | |||||||
Actual less expected return | 21.9 | 22.5 | |||||||
Contributions by employer | 20.7 | 21.7 | |||||||
Benefits paid | (44.1) | (51.1) | |||||||
Closing fair value of plan assets | 766.1 | 718.6 |
Notes to the preliminary announcement
13 Retirement benefit obligations (Continued)
The principal assumptions used in determining retirement benefit obligations for the Dairy Crest Group Pension Fund are shown below:
2012 | 2011 | |||||||||||||
% | % | |||||||||||||
Key assumptions: | ||||||||||||||
Price inflation (RPI) | 3.4 | 3.5 | ||||||||||||
Price inflation (CPI) | 2.4 | 2.8 | ||||||||||||
Average expected remaining life of a 65 year old non-retired male (years) | 22.5 | 22.6 | ||||||||||||
Average expected remaining life of a 65 year old retired male (years) | 21.6 | 21.5 | ||||||||||||
Average expected remaining life of a 65 year old non-retired female (years) | 25.2 | 25.0 | ||||||||||||
Average expected remaining life of a 65 year old retired female (years) | 24.0 | 23.8 | ||||||||||||
Discount rate | 5.0 | 5.7 | ||||||||||||
Expected return: | - Equities | 8.0 | 8.0 | |||||||||||
- Gilts and bonds | 4.3 | 5.2 | ||||||||||||
- Synthetic equity exposure on equity swap contracts | 8.0 | 8.0 | ||||||||||||
- LIBOR exposure on equity swap contracts | 3.3 | 4.6 | ||||||||||||
- Property and other | 7.0 | 7.0 | ||||||||||||
- Insured retirement obligations | 5.0 | 5.7 | ||||||||||||
2008 | 2009 | 2010 | 2011 | 2012 | |||||||||
History of experience gains and losses: | £m | £m | £m | £m | £m | ||||||||
Fair value of scheme assets | 684.8 | 513.0 | 680.1 | 718.6 | 766.1 | ||||||||
Present value of defined benefit obligation | (653.2) | (576.3) | (822.5) | (778.7) | (845.9) | ||||||||
Net (deficit) / surplus | 31.6 | (63.3) | (142.4) | (60.1) | (79.8) | ||||||||
Experience adjustments arising on scheme liabilities | 1.9 | 6.8 | 7.9 | 16.4 | (6.5) | ||||||||
Adjustments arising from changes in underlying assumptions | 77.1 | 106.2 | (259.8) | 21.7 | (61.6) | ||||||||
Experience adjustments arising on scheme assets | (68.3) | (231.1) | 134.2 | 22.5 | 21.9 | ||||||||
Net actuarial gain / (loss) | 10.7 | (118.1) | (117.7) | 60.6 | (46.2) |
The cumulative amount of actuarial losses recognised in the statement of other comprehensive income since 1 April 2004 is £143.0 million (2011: £96.8 million). The directors are unable to determine how much of the pension scheme deficit recognised on transition to IFRS, and taken directly to equity of £93.2 million, is attributable to actuarial gains and losses since inception of those pension schemes. Consequently, the directors are unable to determine the amount of actuarial gains and losses that would have been recognised in the Group statement of other recognised income and expense before 1 April 2004.
The Group has charged £7.9 million in respect of the Dairy Crest Group defined contribution scheme in the year ended 31 March 2012 (2011: £7.8 million).
14 Provisions
OFT provision | ||||||||||||
(including | Onerous | |||||||||||
legal fees) | contracts | Total | ||||||||||
£m | £m | £m | ||||||||||
At 31 March 2010 - Current | 7.3 | - | 7.3 | |||||||||
Charged during the year on disposal of Wexford Creamery Limited (see Note 16) | - | 3.6 | 3.6 | |||||||||
Utilised | - | (0.7) | (0.7) | |||||||||
Discount unwind | - | 0.1 | 0.1 | |||||||||
At 31 March 2011 - Current | 7.3 | 3.0 | 10.3 | |||||||||
Utilised | (7.3) | (0.9) | (8.2) | |||||||||
Discount unwind | - | 0.2 | 0.2 | |||||||||
At 31 March 2012 - current | - | 2.3 | 2.3 |
Office of Fair Trading ('OFT')
An exceptional provision was charged in 2007/08 in relation to the settlement of the OFT investigation into milk price initiatives (including legal costs). The amount of the fine provided was £9.4 million plus legal fees and reflected the early resolution agreement that was reached with the OFT in December 2007. In April 2010, the OFT announced that parties to the 2007 Statement of Objections will get a penalty reduction provided each company continues to co-operate with the OFT. Accordingly, the provision was reduced to reflect our best estimate of the penalty ultimately payable (£7.1 million) plus legal fees expected to be incurred (£0.2 million). The penalty was settled on 11 October 2011.
Onerous contract
In June 2010, the Group disposed of 50% of the share capital of Wexford Creamery Limited ('WCL'). As part of the disposal, the Group entered into an agreement to purchase guaranteed minimum volumes of cheese from WCL for a period of five years from the date of disposal. The price paid by the Group for that cheese is determined by reference to cost plus margin. Realisations for commodity cheese fluctuate and at the date of disposal a provision of £3.6 million was charged in order to provide for the cost of the cheese purchase arrangements. At 31 March 2012 the provision amounted to £2.3 million.
Notes to the preliminary announcement
15 Notes to statement of changes in equity
Other reserves - Consolidated | Merger | Hedging | Translation | Other | ||||||||||
reserve | reserve | reserve | reserves | |||||||||||
£m | £m | £m | £m | |||||||||||
At 31 March 2010 | 55.9 | - | 8.2 | 64.1 | ||||||||||
Total recognised in other comprehensive income | - | (3.5) | (11.6) | (15.1) | ||||||||||
At 31 March 2011 | 55.9 | (3.5) | (3.4) | 49.0 | ||||||||||
At 31 March 2010 | 55.9 | 0.6 | 9.9 | 66.4 | ||||||||||
Total recognised in other comprehensive income | - | (0.6) | (1.7) | (2.3) | ||||||||||
At 31 March 2011 | 55.9 | - | 8.2 | 64.1 |
The merger reserve includes the premium on shares issued to satisfy the purchase of Dairy Crest Limited in 1996. The cumulative amount of goodwill charged against the merger reserve is £86.8 million (2011: £86.8 million). The reserve is not distributable.
The hedging reserve records the gains and losses on hedging instruments, to the extent that they are effective cash flow hedges. Any gains and losses previously recorded in the hedging reserve are reclassified in profit and loss when the underlying hedged item affects profit and loss.
The translation reserve records exchange differences arising from the translation of the accounts of foreign currency denominated subsidiaries offset by the movements on loans and derivatives designated to hedge the net investment in foreign subsidiaries.
16 Business combinations and disposals
Year ended 31 March 2012
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 further consideration of £1.6 million paid in October 2011. The final fair value of the identifiable assets and liabilities of the business at the date of acquisition was:
Fair value | Book | ||||
to Group | value | ||||
£m | £m | ||||
Property, plant and equipment | 0.5 | 0.5 | |||
Intangible asset - Frylight brand | 6.0 | - | |||
Inventories | 0.6 | 0.6 | |||
Receivables | 1.5 | 1.5 | |||
Cash | 1.2 | 1.2 | |||
Payables | (0.9) | (0.9) | |||
Current tax | (0.5) | (0.5) | |||
Deferred tax | (1.6) | (0.1) | |||
Net assets | 6.8 | 2.3 | |||
Goodwill | 6.7 | ||||
13.5 | |||||
Comprising: | |||||
Cash consideration | 13.5 |
The Frylight brand is estimated to have a useful economic life of 15 years and the amount capitalised as an intangible asset and related deferred tax will be 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. The Group incurred fees of £0.3 million in relation to this acquisition which have been charged to administrative expenses in the income statement in the year ended 31 March 2012.
Goodwill of £6.7 million comprises certain intangible benefits of the acquisition that could not be individually separated and reliably measured due to their nature. These include the synergistic benefits resulting from access to the wider group's sales channels, marketing expertise and product development pipeline.
Year ended 31 March 2011
Disposals
On 12 June 2010 the Group sold 50% of the shares in Wexford Creamery Limited ('WCL') for cash proceeds of €9 million. This disposal was affected by way of a share repurchase by WCL. At the same time, the Group entered into two option agreements over its remaining 30% ownership.
The first option agreement granted a 5 year call option to the majority shareholder, being Wexford Milk Producers ('WMP'), over 10% of WCL share capital for a fixed price of €1.8 million. After five years the Group will have the right to exercise a put option at a fixed price of €1.8 million. The combination of put and call options gives rise to near certainty of exercise and, along with the fixed option price, provides evidence that this option in substance comprises deferred consideration on a further 10% of the ordinary shares of WCL. In substance the Group has affected a disposal of 60% of the shares of WCL with 10% of the consideration being deferred. The amount of deferred consideration recorded at 12 June 2010 after conversion into Sterling and appropriate discounting was £1.3 million. The carrying amount at 31 March 2012 was £1.3 million (2011: £1.4 million).
Notes to the preliminary announcement
16 Business combinations and disposals (continued)
The second option agreement granted an eight year call option to WMP over 20% of the WCL share capital for a price of €3.6 million adjusted for 20% of post-tax profits, excluding WCL share buy-back financing costs. After eight years the Group will have the right to exercise a put option based on the same pricing formula. The swap was initially valued at £1.6 million and there have been no material movements in the valuation in the period to 31 March 2012.
The completion arrangements included a five year cheese supply agreement with the Group agreeing to buy minimum guaranteed cheese volumes based on a cost plus margin formula. Volumes decrease over the five year agreement. At the transaction date, £3.6 million was charged by the Group in order to provide for the cost of the cheese purchase arrangements. The balance of this provision at 31 March 2012 was £2.3 million (2011: £3.0 million). See Note 14.
The disposal resulted in the release of non-controlling interests in WCL (£2.8 million) and in the reclassification to profit and loss of net investment hedges previously taken to other comprehensive income (£1.7 million). Furthermore the Group incurred £0.2 million on legal and professional fees in relation to this disposal.
The final gain on disposal can be analysed as follows and is recorded as an exceptional item in the year ended 31 March 2011.
£m | |||||||||||
7.5 | |||||||||||
Sales proceeds - deferred consideration | 1.3 | ||||||||||
Book value of assets disposed (see below) | (10.3) | ||||||||||
Recognition of initial fair value of 20% shareholding - equity accounted associate | 1.1 | ||||||||||
Recognition of initial fair value of option over 20% shareholding | 1.6 | ||||||||||
Provision for future cheese costs | (3.6) | ||||||||||
Derecognition of non-controlling interest | 2.8 | ||||||||||
Other fees and costs | (0.2) | ||||||||||
Gain on disposal of controlling interest before recycling | 0.2 | ||||||||||
Amounts reclassified to profit and loss | 1.7 | ||||||||||
Final gain on disposal of controlling interest | 1.9 | ||||||||||
31 March 2010 | 12 June 2010 | ||||||||||
Book value of assets disposed: | £m | £m | |||||||||
Investments in joint ventures | 0.6 | 0.5 | |||||||||
Deferred tax asset | 0.3 | 0.2 | |||||||||
Inventories | 4.6 | 8.7 | |||||||||
Trade and other receivables | 5.8 | 8.3 | |||||||||
Cash and short-term deposits | 7.5 | 3.3 | |||||||||
Trade and other payables | (4.7) | (8.1) | |||||||||
Retirement benefit obligations | (2.0) | (1.9) | |||||||||
Deferred income | (0.6) | (0.5) | |||||||||
Current tax liability | (0.3) | (0.2) | |||||||||
11.2 | 10.3 |
Of the decrease of £0.9 million in net asset value in the period to disposal, £0.7 million was a result of translation differences due to Sterling strengthening against the Euro. The initial equity accounted fair value of our 20% shareholding includes additional share buy-back related borrowings in WCL post disposal.
Cash impact of disposal: |
| £m | |||||||
Cash proceeds | 7.5 | ||||||||
Cash and short-term deposits sold with WCL | (3.3) | ||||||||
Other fees and costs | (0.2) | ||||||||
4.0 |
Acquisitions
During the year ended 31 March 2011, the Group acquired the goodwill of a bottled milk buyer for cash consideration of £0.1 million resulting in goodwill of £0.1 million.
Notes to thepreliminary announcement
17 Cash flow from operating activities
Year ended | Year ended | |||||||||||||
31 March 2012 | 31 March 2011 | |||||||||||||
£m | £m | |||||||||||||
(Loss) / profit before taxation | (10.1) | 77.8 | ||||||||||||
Finance costs and other finance income | 15.5 | 20.6 | ||||||||||||
Share of associate and joint ventures' net loss | 0.3 | 0.2 | ||||||||||||
Profit on sale of controlling interest | - | (1.9) | ||||||||||||
Profit on operations | 5.7 | 96.7 | ||||||||||||
Depreciation | 30.9 | 30.9 | ||||||||||||
Amortisation of internally generated intangible assets | 3.2 | 3.6 | ||||||||||||
Amortisation of acquired intangible assets | 9.1 | 8.7 | ||||||||||||
Exceptional items | 80.2 | (0.7) | ||||||||||||
Release of grants | (0.6) | (0.6) | ||||||||||||
Share based payments | 2.4 | 1.3 | ||||||||||||
Profit on disposal of depots | (4.6) | (1.8) | ||||||||||||
Profit on disposal of plant and equipment | (0.2) | - | ||||||||||||
Difference between pension contributions paid and amounts recognised in the income statement | (21.0) | (21.7) | ||||||||||||
Increase in inventories | (23.9) | (10.8) | ||||||||||||
Decrease / (increase) in receivables | 9.4 | (14.3) | ||||||||||||
(Decrease) / increase in payables | (6.1) | 36.8 | ||||||||||||
Cash generated from operations | 84.5 | 128.1 |
18 Analysis of net debt
At 1 April | Cash | Non-cash | Exchange | At 31 March | ||||||||
2011 | flow | movement | movement | 2012 | ||||||||
£m | £m | £m | £m | £m | ||||||||
Cash and cash equivalents | 49.9 | 29.6 | - | (0.1) | 79.4 | |||||||
Borrowings (current) | (65.5) | 63.7 | - | 1.8 | - | |||||||
Borrowings (non-current) | (298.2) | (128.1) | - | 9.1 | (417.2) | |||||||
Finance leases | (9.6) | 2.4 | - | - | (7.2) | |||||||
Debt issuance costs | - | 3.0 | (0.3) | - | 2.7 | |||||||
(323.4) | (29.4) | (0.3) | 10.8 | (342.3) | ||||||||
Debt issuance costs excluded | - | (3.0) | 0.3 | - | (2.7) | |||||||
Impact of cross-currency swaps * | 11.8 | - | - | (3.2) | 8.6 | |||||||
Net debt | (311.6) | (32.4) | - | 7.6 | (336.4) | |||||||
At 1 April | Cash | Exchange | At 31 March | |||||||||
2010 | flow | movement | 2011 | |||||||||
£m | £m | £m | £m | |||||||||
Cash and cash equivalents | 20.0 | 29.9 | - | 49.9 | ||||||||
Borrowings (current) | - | (65.5) | - | (65.5) | ||||||||
Borrowings (non-current) | (373.4) | 65.5 | 9.7 | (298.2) | ||||||||
Finance leases | (11.8) | 2.2 | - | (9.6) | ||||||||
(365.2) | 32.1 | 9.7 | (323.4) | |||||||||
Cash included in disposal group | 7.5 | (7.5) | - | - | ||||||||
Impact of cross-currency swaps * | 20.5 | - | (8.7) | 11.8 | ||||||||
Net debt | (337.2) | 24.6 | 1.0 | (311.6) |
* The Group and Company have $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 (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 £8.6 million adjustment included above (2011: £11.8 million) converts the Sterling equivalent of Dollar and Euro loan notes from year end exchange rates (£263.1 million (2011: £211.7 million)) to the fixed Sterling liability (£254.5 million (2011: £200.0 million)). This amount forms part of the overall swap fair value of £15.0 million (2011: £16.4 million).
Notes to the preliminary announcement
19 Post balance sheet event
On 9 March 2012 the Group announced that it was undertaking a strategic review of its French branded spreads business St Hubert. This business forms part of the Spreads reportable segment. Since its acquisition in January 2007, St Hubert has consistently increased its market share and profitability. However, the Group has been unable to make additional synergistic acquisitions in Continental Europe as it envisaged at the time of acquisition and believes that greater value may be generated for shareholders through the consideration of all available options for the business. This review is ongoing and is evaluating all possible options available to maximise shareholder value including potential divestment. A disposal would reduce the Group's debt and provide a number of alternatives including releasing some proceeds to shareholders, investing in our core business and making strategic acquisitions of branded dairy and chilled foods businesses in the UK. Any disposal would be likely to occur within the next 12 months and would be subject to shareholder approval.
Related Shares:
Dairy Crest