TIDMPFD TIDMIRSH
RNS Number : 1221H
Premier Foods plc
13 November 2018
13 November 2018
Premier Foods plc
Half year results for the 26 weeks ended 29 September 2018
Trading profit up 6.2% - potential disposal of Ambrosia
Headline results FY18/19 H1 FY17/18 H1 Change (%)
Revenue (GBPm) 358.0 353.3 +1.3%
Trading profit(1) (GBPm) 51.0 48.0 +6.2%
Adjusted profit before tax(4)
(GBPm) 30.2 26.4 +14.3%
Adjusted earnings per share(7)
(pence) 2.91 2.56 +13.8%
Net debt(9) (GBPm) (509.5) (535.3)
Other measures FY18/19 H1 FY17/18 H1 Change (%)
Operating profit (GBPm) 28.3 22.5 +25.7%
Loss before taxation (GBPm) (2.2) (1.2) (83.3%)
(Loss)/Profit after taxation
(GBPm) (0.7) 0.3 -
Financial Headlines
-- Half year revenue up +1.3%; Q2 revenue up +1.0%
-- Trading profit growth of +6.2% to GBP51.0m
-- Adjusted profit before tax up +14.3% to GBP30.2m
-- Statutory loss before tax (GBP2.2m); loss after tax (GBP0.7m)
-- Net debt GBP509.5m; a GBP25.8m reduction on H1 FY17/18
-- Combined pensions surplus GBP282.7m compared to GBP317.0m at 31 March 2018
Strategic and operational Headlines
-- Mr Kipling brand relaunch in the UK delivered revenue growth of +13%
-- Batchelors strong performance as innovation programme continues to deliver results
-- Quarter 2 revenue growth demonstrates portfolio resilience
despite hot summer in the UK and
operational challenges associated with final phase of logistics transformation programme
-- Group in discussions with third parties regarding the potential disposal of Ambrosia
Gavin Darby, Chief Executive Officer
"We are pleased to report revenue growth of +1.3% in the first
half, a +6.2% increase in Trading profit and Net Debt GBP26m lower
compared to last year. Mr Kipling, the Group's largest brand was
key to this growth following an excellent consumer response to its
brand relaunch in the UK with revenues up +13%. Batchelors, the
Group's third largest brand, delivered revenue growth of +6.8% as
consumers continue to enjoy its new convenient pots range."
"We saw improved resilience displayed by the business during the
hot summer experienced in the first half of the financial year;
however we are presently experiencing some operational challenges
with the implementation of the final Sweet Treats phase of our
logistics transformation programme."
"While we are committed to our strategy of improving operating
performance and targeting a Net debt to EBITDA ratio below 3.0x by
March 2020, we are also working in parallel to identify other
strategic opportunities to accelerate the Company's turnaround. The
Board has determined that it should focus resources on areas of the
business which have the best potential for growth through
accelerated investment in consumer marketing and high return
capital projects. Accordingly, we are pursuing options to fund
these plans as well as delivering a meaningful reduction in Net
debt, through discussions with third parties regarding the
potential disposal of our Ambrosia brand. Although there is no
certainty that any transaction will complete, we will update
shareholders in due course."
"We have a strong innovation plan in place for the second half
of the year, and profit expectations for the full year remain
unchanged."
"Having today announced a new strategic initiative for the
business, I have decided to step down as CEO on 31(st) January
2019, which will mark the sixth anniversary of my joining Premier
Foods. The Board will now begin a recruitment process for my
successor."
Non-GAAP measures above are defined in the notes section and
reconciled to statutory measures throughout
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
A presentation to investors and analysts will take place today,
13 November 2018, at 9:00am GMT. The presentation will be webcast
at www.premierfoods.co.uk/investors/investor-centre. A recording of
the webcast will be available on the Company's website later in the
day.
A conference call for bond investors and analysts will take
place today, 13 November 2018, at 1:30pm GMT. Dial in details are
outlined below:
Telephone: 0800 376 7922 (UK toll free)
+44 20 7192 8000 (standard international access)
Conference ID: 9796465
A factsheet of the half year results is available at:
www.premierfoods.co.uk/investors/results-centre
A Premier Foods image gallery is available using the following
link:
www.premierfoods.co.uk/media/image-gallery/
For further information, please contact:
Institutional investors and analysts:
Alastair Murray, Chief Financial Officer +44 (0) 1727 815 850
Richard Godden, Director of Investor
Relations & Treasury +44 (0) 1727 815 850
Media Enquires:
Hannah Collyer, Corporate Affairs Director +44 (0) 1727 815 850
Maitland +44 (0) 20 7379 5151
Clinton Manning
Joanna Davidson
- Ends -
This announcement may contain "forward-looking statements" that
are based on estimates and assumptions and are subject to risks and
uncertainties. Forward-looking statements are all statements other
than statements of historical fact or statements in the present
tense, and can be identified by words such as "targets", "aims",
"aspires", "assumes", "believes", "estimates", "anticipates",
"expects", "intends", "hopes", "may", "would", "should", "could",
"will", "plans", "predicts" and "potential", as well as the
negatives of these terms and other words of similar meaning. Any
forward-looking statements in this announcement are made based upon
Premier Foods' estimates, expectations and beliefs concerning
future events affecting the Group and subject to a number of known
and unknown risks and uncertainties. Such forward-looking
statements are based on numerous assumptions regarding the Premier
Foods Group's present and future business strategies and the
environment in which it will operate, which may prove not to be
accurate. Premier Foods cautions that these forward-looking
statements are not guarantees and that actual results could differ
materially from those expressed or implied in these forward-looking
statements. Undue reliance should, therefore, not be placed on such
forward-looking statements. Any forward-looking statements
contained in this announcement apply only as at the date of this
announcement and are not intended to give any assurance as to
future results. Premier Foods will update this announcement as
required by applicable law, including the Prospectus Rules, the
Listing Rules, the Disclosure and Transparency Rules, London Stock
Exchange and any other applicable law or regulations, but otherwise
expressly disclaims any obligation or undertaking to update or
revise any forward-looking statement, whether as a result of new
information, future developments or otherwise.
Statement following AGM
The Board has reflected upon the expressed views of some
shareholders at the AGM, held on 18th July 2018, culminating in
their opposition to certain resolutions tabled at that meeting. The
Board will give careful consideration to all shareholders' views
and discussions with shareholders will continue, including matters
arising from voting at the AGM. It is actively looking at strategic
options which may accelerate the creation of shareholder value and
developments in this respect as set out in the outlook
statement.
Financial results
Revenue
Group revenue (GBPm) Grocery Sweet Treats Group
Branded 210.2 86.7 296.9
Non-branded 45.8 15.3 61.1
-------- ------------- ------
Total 256.0 102.0 358.0
% change
Branded (2.1%) 7.4% 0.5%
Non-branded 13.6% (13.1%) 5.5%
-------- ------------- ------
Total 0.4% 3.8% 1.3%
Group revenue for the 26 weeks ended 29 September 2018 was
GBP358.0m, up from GBP353.3m in the equivalent period a year ago;
an increase of 1.3%. Branded revenue grew by +0.5% to GBP296.9m
while Non-branded revenue also increased, up +5.5% to GBP61.1m. In
the second quarter, Group revenue was +1.0% higher than the same
period a year ago and Group revenues have grown for five
consecutive quarters.
Grocery business unit revenues grew by +0.4% in the period to
GBP256.0m; branded revenues were (2.1%) lower and Non-branded
revenue increased +13.6%. The Non-branded revenue growth in the
period benefitted in particular from a strong performance by
Knighton Foods. In the Sweet Treats business, half year revenues
were GBP102.0m, a +3.8% increase on the prior year. Branded
revenues grew +7.4% while Non-branded revenues declined by
(13.1%).
The Group recognises the challenging time experienced by the
wider consumer sector in recent months. However, it notes a clear
disparity between revenue trends in the food sector compared to the
non-food sector of the UK consumer goods market, with food sector
sales demonstrating stronger trends over several months. In
addition, while the rate of general inflation previously ran ahead
of average earnings approximately a year ago, this trend has now
reversed and accordingly purchasing power for consumers has
strengthened.
During the Group's second financial quarter of the year, the UK
experienced a prolonged period of hot weather, with average
temperatures in July and August significantly higher than the
equivalent months last year. Consequently, the majority of the
Group's categories - some of which are biased to perform more
strongly in colder weather - saw value declines in both July and
August. Bisto gravy and Ambrosia custard were the branded products
most affected by this temperature pattern during the second quarter
and it is estimated that second quarter Group revenues were
impacted by approximately 110 basis points as a result.
The recently launched new products continue to support growth in
the business. The strongest performer in the Grocery business in
the first half of the year was Batchelors, which saw growth of
+6.8%. This reflected continued momentum from the Super Noodles and
Pasta 'n' Sauce pot product ranges but also supported by new
Batchelors Rice pots and Cup a Soup To Go! pots. In overall terms,
the Batchelors pots range has more than doubled revenues in the
first half of the year compared to the comparative period and
demonstrates the importance of the Group's innovation strategy.
Nissin Soba Noodles and Cup Noodle products also grew strongly in
the half, up over +60% compared to the prior year period.
Oxo performed well during the period reflecting beneficial
retailer ranging decisions while Angel Delight grew +22% following
the continued success of its ready to eat pot product ranges.
Ambrosia saw lower revenues in the first half of the year. This was
due to a pro-active decision to reduce the levels of promotional
investment which in turn reduced volumes and resulted in an
increase in Divisional contribution but also lower sales of custard
products in the second quarter due to a hotter summer in the
UK.
In Sweet Treats, revenue increased by +3.8% in the first half of
the year, with branded revenue up +7.4% while Non-branded revenues
were (13.1%) lower. The major factor in the branded revenue growth
was a strong performance by Mr Kipling following a major brand
relaunch, including an updated brand logo, improved packaging,
television advertising, and supported by new product development
such as Unicorn and Flamingo slices. In Cadbury cake, sales of the
core range grew in the first half of the year, but the removal of
certain lower selling lines held back revenue.
The Group is committed to developing 'better for you' choices
across its portfolio. This means providing a meaningful (typically
30%) reduction in sugar, salt, fat or calories; or no added sugar
or salt; or a free from option such as gluten free. Alongside this,
the Group is aiming to increase the proportion of its new product
development which delivers 'better for you' options or which help
consumers improve their diet.
The Group's International business has grown strongly over the
last three years and in the first half of this year, a number of
brands and geographies have continued on this same trajectory.
However, and as expected, Cadbury cake sales were adversely
affected in the first half by phasing shipments to Australia. Price
increases implemented for UK wholesales who export some of the
Group's products also resulted in lower sales. Consequently,
reported International sales declined by 9% in the period.
Excluding the effect of these two factors, International revenue
would have grown approximately 9% in the first half of the
year.
However, retail sales of branded cake in Australia, as measured
by market share data, continue to be strong, with combined Cadbury
cake and Mr Kipling market share in Australia achieving a record
share of 16.6% during the period. Cake market share in Australia
for the period as a whole increased to 12.4%.
Sharwood's recorded very strong performances in Australia, USA
and Europe with revenue up +47% and the new Batchelors Soupa! range
continued to do well in Australia.
Non-branded revenue grew +5.5% in the first half of the year.
Grocery Non-branded performance was +13.6%. Approximately half this
gain was due to an improved performance at B2B subsidiary Knighton
Foods, with the balance coming from higher sales of private label
products which benefitted from contract gains notably in Stuffings
and Noodles. In Sweet Treats, after a very strong set of
performances over recent years, the Group exited some lower value
Pies and Tarts contracts and saw some shelf space conceded to
branded products which resulted in lower revenues.
In overall terms, the Group's Non-branded business is one which
plays an important and supportive role and accordingly, there are
some key principles the Group employs. These principles are to:
deploy low levels of capital investment; support the recovery of
manufacturing overheads and apply strict financial hurdles on new
contracts.
Trading profit
GBPm FY18/19 FY17/18 Change
H1 H1
Divisional contribution(2)
Grocery 57.0 51.4 +10.9%
Sweet Treats 11.3 11.5 (1.7%)
-------- -------- --------
Total 68.3 62.9 +8.5%
Group & corporate costs (17.3) (14.9) (16.1%)
-------- -------- --------
Trading profit 51.0 48.0 +6.2%
The Group reported Trading profit of GBP51.0m in the first half
of the year, +6.2% growth compared to FY17/18 H1. Divisional
contribution of GBP68.3m was GBP5.4m higher than the comparative
period. The Grocery business recorded Divisional contribution
growth of GBP5.6m to GBP57.0m while Sweet Treats Divisional
contribution was broadly in line with last year at GBP11.3m. Group
& corporate costs were GBP2.4m higher than the prior year as
the Group adopted a change to the phasing of its Group-wide
management incentive scheme.
Grocery Divisional contribution benefitted from changes in the
promotional strategy of Ambrosia and in this case, the Group has
reduced the depth of promotional deals it has offered which
resulted in lower volumes and revenue in the period but growth in
Divisional contribution.
Divisional contribution margins in the Grocery business grew 2.1
percentage points in FY18/19 H1 compared to the prior year. This is
in line with margins two years ago, whereby margins in the prior
year were impacted by a longer than expected process to recover
input cost inflation seen across the Group's categories. With
recovery of this input cost inflation now complete, the Group saw
the return of Divisional contribution margins seen two years ago.
Consumer marketing investment in the full year is expected to be in
line with the prior year.
The results of the International and Knighton business units are
consolidated in the results of the Grocery business unit. Both
these business units contributed to the growth in Divisional
contribution in the period.
In Sweet Treats, the revenue benefits delivered in the first
half of the year following the successful Mr Kipling brand relaunch
were offset by short-term challenges in the Group's logistics
transformation programme which will consolidate all warehousing and
distribution operations in one central location. The third phase of
this programme, the transfer of Sweet Treats to the new third-party
managed warehouse in Tamworth, went live in September but did not
initially achieve the required performance. These issues have
adversely impacted both sales volume and efficiency. Although good
progress is now being made, with supplementary capacity now in
place for the peak trading period, customer service levels are
currently below the Group's usual high standards which will
adversely impact Sweet Treats in the third quarter.
Operating profit
GBPm FY18/19 FY17/18 H1 Change
H1
Adjusted EBITDA(3) 59.4 56.1 +5.9%
Depreciation (8.4) (8.1) (3.4%)
Trading profit 51.0 48.0 +6.2%
Amortisation of intangible
assets (17.8) (18.0) +1.1%
Fair value movements on
foreign exchange and derivatives 0.8 0.9 (11.1%)
Restructuring costs (5.1) (3.1) (64.5%)
Net interest on pensions
and administrative expenses (0.6) (1.0) +40.0%
-------- ----------- ---------
Operating profit before
impairment 28.3 26.8 +5.6%
Impairment of goodwill - (4.3) -
& intangible assets
-------- ----------- ---------
Operating profit 28.3 22.5 +25.7%
-------- ----------- ---------
Adjusted EBITDA grew by GBP3.3m in the first half of the year to
GBP59.4m and depreciation was GBP8.4m, broadly in line with the
prior year.
Operating profit grew by +25.7% to GBP28.3m in FY18/19 H1
largely due to the increase in Trading profit described above and
non-repeat of impairment of goodwill and intangible assets.
Restructuring costs were GBP2.0m higher than the comparative period
at GBP5.1m and predominantly related to charges associated with the
Group's logistics restructuring programme. An impairment charge of
GBP4.3m in FY17/18 H1 related to the write-off of Knighton Foods
goodwill.
Amortisation of intangible assets of GBP17.8m was broadly in
line with the comparative period, as were fair value movements on
foreign exchange and derivatives, at GBP0.8m. Net interest on
pensions and administrative expenses was GBP0.6m, GBP0.4m lower
than the prior period. This comprised administrative expenses
incurred of GBP5.0m, partly offset by a net interest credit of
GBP4.4m owing to an opening combined pension schemes surplus.
Finance costs
GBPm FY18/19 FY17/18 Change
H1 H1
Senior secured notes interest 16.1 15.9 (1.3%)
Bank debt interest 2.8 3.6 +22.2%
18.9 19.5 +3.1%
Amortisation of debt issuance
costs 1.9 2.1 +9.5%
-------- -------- ---------
Net regular interest(5) 20.8 21.6 +3.6%
-------- -------- ---------
Fair value movements on - (0.3) -
interest rate financial
instruments
Write-off of financing
costs & early redemption
fees 11.3 4.0 (182.5%)
Discount unwind (1.6) (2.0) (20.0%)
Other interest - 0.4 -
-------- -------- ---------
Net finance cost 30.5 23.7 (28.7%)
-------- -------- ---------
Net finance cost was GBP30.5m for the period; GBP6.8m higher
than FY17/18 H1. Net regular interest in FY18/19 H1 was GBP20.8m, a
decrease of GBP0.8m compared to the prior year period. The largest
component of finance costs was interest due to holders of the
Group's senior secured notes of GBP16.1m. Bank debt interest of
GBP2.8m was GBP0.8m lower in the period due to lower levels of
average debt and a lower coupon on the revolving credit facility
following the refinancing completed in May 2018. Amortisation of
debt issuance costs was GBP1.9m.
In the prior year, a GBP2.0m discount unwind credit relating to
long term property provisions held by the Group due to an increase
in gilt yields was reflected in the reported Net finance cost of
GBP23.7m. In the current period, a discount unwind credit of
GBP1.6m was included in the Net finance cost of GBP30.5m. Write-off
of financing costs and early redemption fees of GBP11.3m include a
GBP5.7m fee related to the write-off of transaction costs
associated with the senior secured fixed rate notes due March 2021,
which were repaid during the period.
Taxation
A tax credit of GBP1.5m in the period was in line with the
comparative period. This includes a deferred tax credit of GBP0.5m
and a credit of GBP1.1m relating to prepayment of foreign taxes
paid in prior years.
A deferred tax liability at 29 September 2018 of GBP2.2m
compared to a liability of GBP12.1m at 31 March 2018. This movement
primarily reflects a lower pensions surplus reported at 29
September 2018 compared to 31 March 2018. Deferred tax assets
relating to brought forward losses were approximately GBP42m which
equate to around GBP250m of future taxable profits.
The corporation tax rate and deferred tax rate applied in
calculations are 19.0% and 17.0% respectively.
Earnings per share
Earnings per share (GBPm) FY18/19 FY17/18 Change
H1 H1
Operating profit 28.3 22.5 +25.7%
Net finance cost (30.5) (23.7) (28.7%)
Loss before taxation (2.2) (1.2) (83.3%)
Taxation 1.5 1.5 -
-------- -------- --------
(Loss)/Profit after taxation (0.7) 0.3 -
Average shares in issue 840.8 834.2 -
-------- -------- --------
Basic (loss)/earnings per
share (pence) (0.1) 0.0 -
The Group reported a loss before tax of GBP2.2m in the period,
compared to a loss before tax of GBP1.2m in the comparative period.
A loss after tax was GBP0.7m, compared to a GBP0.3m profit in the
prior year period.
Adjusted earnings per share FY18/19 FY17/18 Change
(GBPm) H1 H1
Trading profit 51.0 48.0 +6.2%
Less: Net regular interest (20.8) (21.6) +3.6%
-------- -------- --------
Adjusted profit before
tax 30.2 26.4 +14.3%
Less: Notional tax (19%) (5.7) (5.0) (14.3%)
-------- -------- --------
Adjusted profit after tax(6) 24.5 21.4 +14.3%
Average shares in issue
(millions) 840.8 834.2
Adjusted earnings per share
(pence) 2.91 2.56 +13.8%
Adjusted profit before tax was GBP30.2m in FY18/19 H1, an
increase of GBP3.8m in the period reflecting growth in Trading
profit in the half of GBP3.0m and lower interest costs as described
above. Adjusted profit after tax was GBP24.5m in H1 after deducting
a notional 19.0% tax charge of GBP5.7m. This was an increase of
GBP3.1m compared to the prior year. Based on average shares in
issue of 840.8 million shares, adjusted earnings per share in the
period was 2.91 pence, a +13.8% increase on the prior year
period.
Free cash flow
GBPm FY18/19 H1 FY17/18 H1
Trading profit 51.0 48.0
Depreciation 8.4 8.1
Other non-cash items 1.1 1.0
Interest (13.9) (17.2)
Taxation - 1.0
Pension contributions (18.8) (19.8)
Capital expenditure (7.0) (8.6)
Working capital & other (16.6) (12.9)
Restructuring costs (4.6) (6.9)
Sale of property, plant & equipment - 1.3
Financing fees (11.8) (6.8)
-----------
Free cash flow(10) (12.2) (12.8)
-----------
Statutory cash flow statement
Cash generated from operating activities 6.5 1.2
Cash used in investing activities (7.0) (7.3)
Cash (used in)/generated from financing
activities (11.7) 22.3
----------- -----------
Net (decrease)/increase in cash
& cash equivalents (12.2) 16.2
----------- -----------
The Group reported an outflow of Free cash in the period of
GBP12.2m. Trading profit of GBP51.0m was GBP3.0m ahead of FY17/18
H1 for the reasons outlined above, while depreciation of GBP8.4m
was broadly in line with the comparative period. Net interest paid
in the period was GBP13.9m due to benefits associated with the
timing of interest payable on the recently issued GBP300m fixed
rate notes due October 2023. This will have the effect of reducing
the cash interest paid in the current year but will normalise
thereafter. No taxation was paid in the period due to the
availability of brought forward losses and capital allowances,
however a payment of GBP1.0m was received in the prior period from
Irish tax authorities in respect of tax paid in prior years.
Pension contributions in FY18/19 H1 were GBP18.8m, in line with
expectations, and GBP1.0m lower than the prior year.
Capital expenditure was GBP1.6m lower in the period at GBP7.0m;
the Group's expectations for the current year is for investment of
no more than GBP22m. Restructuring costs were GBP4.6m,
predominantly associated with implementation costs of the Group's
logistics transformation programme and also redundancies relating
to the Group's cost reduction and efficiency programmes. Financing
fees of GBP11.8m relate to costs associated with the extension of
the Group's revolving credit facility and the issue of new GBP300m
Senior secured fixed rate notes early in the financial year. This
comprised GBP5.6m due to the early redemption of previously issued
fixed rate notes due March 2021 and GBP6.2m of other fees
associated with the issue of the new fixed rate notes and extension
of the Group's revolving credit facility. Working capital and other
was an outflow of GBP16.6m in the period, GBP3.7m higher than the
comparative period largely due to higher stock levels.
The Group is committed to reducing Net debt by GBP25m per annum
in a normal year. However, in the absence of certainty over the
arrangements for the UK's departure from the EU, the Group shortly
intends to start a process of building stocks of raw materials to
protect the Company against the risk of delays at ports.
Potentially this action will cause an adverse movement of up to
GBP10m in working capital during quarter four, which we would
expect to reverse the following financial year as the situation
normalises.
On a statutory basis, cash generated from operations was
GBP20.4m compared to GBP17.4m in FY17/18 H1. Cash generated from
operating activities was GBP6.5m in the period after deducting net
interest paid of GBP13.9m. Cash used in investing activities was
(GBP7.0m) in FY18/19 H1 compared to (GBP7.3m) in the comparative
period. Cash used in financing activities was (GBP11.7m) in the
period compared to cash generated of GBP22.3m in the prior year.
This was principally due to proceeds from borrowings of GBP300.0m
which reflected the issue of new Senior secured fixed rate notes,
the repayment of the 2021 GBP325.0m Senior secured fixed rate
notes.
At 29 September 2018, the Group held cash and bank deposits of
GBP11.4m and the Group's drawings on its revolving credit facility
were GBP25.0m.
Net debt and sources of finance
GBPm
Net debt at 31 March 2018 496.4
Free cash outflow in period 12.2
Movement in debt issuance costs 0.9
------
Net debt at 29 September 2018 509.5
------
Net debt at 29 September 2018 was GBP509.5m. This is a GBP13.1m
increase compared to 31 March 2018 but GBP25.8m lower than the same
point a year ago. The movement in debt issuance costs in the period
was GBP0.9m.
In the first half of the year, the Group extended the term of
its revolving credit facility with its lending syndicate from
December 2020 to December 2022, subject to a future refinancing of
the Group's GBP210m Floating rate notes. The total facility was
reduced from GBP217m to GBP177m in June 2018 and was GBP25.0m drawn
at 29 September 2018.
The Group also completed the issuance of new five year GBP300m
Senior Secured floating rate notes due October 2023, at a coupon of
6.25% during the first half of the year. These new notes replaced
the Group's GBP325m Senior Secured floating rate notes, previously
due to mature March 2021, and which attracted an interest coupon of
6.5%.
Pensions
IAS 19 Accounting 29 September 2018 31 March 2018
Valuation (GBPm)
RHM Premier Combined RHM Premier Combined
Foods Foods
Assets 4,057.4 667.8 4,725.2 4,184.5 679.1 4,863.6
Liabilities (3,341.9) (1,100.6) (4,442.5) (3,430.5) (1,116.1) (4,546.6)
---------- ---------- ---------- ----------
Surplus/(Deficit) 715.5 (432.8) 282.7 754.0 (437.0) 317.0
Net of deferred
tax (17.0%) 593.8 (359.2) 234.6 625.8 (362.7) 263.1
The IAS 19 pension schemes valuation reported a surplus for the
combined RHM and Premier Foods' pension schemes at 29 September
2018 of GBP282.7m, equivalent to GBP234.6m net of a deferred tax
charge of 17.0%. This compares to a combined RHM and Premier Foods'
schemes surplus at 31 March 2018 of GBP317.0m and GBP263.1m net of
deferred tax. A deferred tax rate of 17.0% is deducted from the
IAS19 retirement benefit valuation of the Group's schemes to
reflect the fact that pension deficit contributions made to the
Group's pension schemes are allowable for tax.
The valuation at 29 September 2018 comprised a GBP715.5m surplus
in respect of the RHM schemes and a deficit of GBP432.8m in
relation to the Premier Foods schemes. Assets in the combined
schemes declined by GBP138.4m to GBP4,725.2m in the period. RHM
scheme assets decreased by GBP127.1m to GBP4,057.4m while the
Premier Foods' schemes assets decreased by GBP11.3m.
Liabilities in the combined schemes declined by GBP104.1m in the
period to GBP4,442.5m. The value of liabilities associated with the
RHM scheme were GBP3,341.9m, a reduction of GBP88.6m while
liabilities in the Premier Foods schemes were GBP15.5m lower at
GBP1,100.6m. The decrease in the value of liabilities in both
schemes is due to a slight increase in the discount rate
assumption, from 2.70% to 2.85% partly offset by an increase in the
inflation rate assumption; from 3.15% to 3.25%.
Combined pensions schemes 29 September 31 March 2018
(GBPm) 2018
Assets
Equities 192.1 296.5
Government bonds 1,021.8 1,046.4
Corporate bonds 20.2 20.7
Property 403.3 391.0
Absolute return products 1,369.1 1,323.3
Cash 48.5 32.4
Infrastructure funds 237.1 254.6
Swaps 592.9 715.3
Private equity 414.5 344.0
Other 425.7 439.4
------------- --------------
Total Assets 4,725.2 4,863.6
Liabilities
Discount rate 2.85% 2.70%
Inflation rate (RPI/CPI) 3.25%/2.15% 3.15%/2.05%
The net present value of future deficit payments, to the end of
the respective recovery periods remains at c.GBP300-320m.
The Group notes the recent Guaranteed Minimum Pension (GMP)
equalisation ruling following the Lloyds Banking Group Trade Unions
case. The Group is working with the Schemes Trustees to assess the
impact on the Group's pension schemes and will provide further
updates in due course.
Principal risks and uncertainties
The Group's principal risks and uncertainties were disclosed on
page 25 to 29 of the annual report and accounts for the financial
period ended 31 March 2018 and these remain relevant for the
current period. The major strategic and operational risks are
summarised under the headings of Market and retailer actions,
Brexit & macroeconomic environment, Operational integrity,
Technology, Legal compliance, Product portfolio, HR and employee
risk, Strategy delivery, International expansion, Treasury and
pensions.
Gavin Darby, CEO
Having today announced an important development in the Group's
strategic direction, Gavin Darby will be stepping down as Chief
Executive Officer and Director of the Company with effect from 31
January 2019. This will mark the sixth anniversary of Gavin's
appointment as CEO and the Board will now commence its search for
his successor. Financial arrangements relating to Gavin Darby's
departure will be posted on the Company website in accordance with
section 430(2B) of the Companies Act 2006 when finalised.
Outlook
The Group's strategy is to improve operating performance through
driving profitable revenue growth and deliver cost efficiencies to
generate cash. Accordingly, its prime focus is on achieving an
initial leverage target of below 3.0x Net debt/EBITDA by March
2020. The Group is committed to reducing Net debt by GBP25m per
annum although it notes that dependent on the nature of a Brexit
outcome, it may be impacted by short-term working capital movements
over the coming months.
Additionally, the Group continues to work in parallel to
identify other strategic opportunities to accelerate the Company's
turnaround. The Board has determined that it should focus resources
on areas of the business which have the best potential for growth
through accelerated investment in consumer marketing and high
return capital projects. The Group is pursuing options to fund
these plans as well as delivering a meaningful reduction in Net
debt, through active discussions with third parties regarding the
potential disposal of Ambrosia. Although there is no certainty that
any transaction may complete, the Board will update shareholders in
due course.
The Group has a strong innovation plan in place for the second
half of the year, and while it expects the logistics transformation
programme to adversely impact Sweet Treats revenues in the third
quarter, profit expectations for the full year remain
unchanged.
Gavin Darby Alastair Murray
Chief Executive Officer Chief Financial Officer
Appendices
The Company's Half year results are presented for the 26 weeks
ended 29 September 2018 and the comparative period, 26 weeks ended
30 September 2017. All references to the 'quarter', unless
otherwise stated, are for the 13 weeks ended 29 September 2018 and
the comparative period, 13 weeks ended 30 September 2017.
Quarter 2 Sales
Q2 Sales (GBPm) Grocery Sweet Treats Group
Branded 109.4 42.8 152.2
Non-branded 25.0 7.9 32.9
-------- ------------- ------
Total 134.4 50.7 185.1
% change
Branded (2.7%) +7.3% 0.0%
Non-branded 17.8% (19.0%) +6.5%
-------- ------------- ------
Total +0.6% +2.1% +1.0%
Notes and definitions of Non-GAAP measures
The Company uses a number of non-GAAP measures to measure and
assess the financial performance of the business. The Directors
believe that these non-GAAP measures assist in providing additional
useful information on the underlying trends, performance and
position of the Group. These non-GAAP measures are used by the
Group for reporting and planning purposes and it considers them to
be helpful indicators for investors to assist them in assessing the
strategic progress of the Group.
1. Trading profit is defined as profit/(loss) before tax before
net finance costs, amortisation of intangible assets, impairment,
fair value movements on foreign exchange and other derivative
contracts, restructuring costs, and net interest on pensions and
administration expenses.
2. Divisional contribution refers to Gross Profit less selling,
distribution and marketing expenses directly attributable to the
relevant business unit.
3. Adjusted EBITDA is Trading profit as defined in (1) above excluding depreciation.
4. Adjusted profit before tax is Trading profit as defined in
(1) above less net regular interest.
5. Net regular interest is defined as net finance cost after
excluding write-off of financing costs, the early redemption fee
paid in the period, fair value movements on interest rate financial
instruments and other interest.
6. Adjusted profit after tax is Adjusted profit before tax as
defined in (4) above less a notional tax charge of 19.0% (2017/18
H1: 19.0%).
7. Adjusted earnings per share is Adjusted profit after tax as
defined in (6) above divided by the weighted average of the number
of shares of 840.8million (26 weeks ended 30 September 2017: 834.2
million).
8. International sales remove the impact of foreign currency
fluctuations and adjusts prior year sales to ensure comparability
in geographic market destinations. The constant currency
calculation is made by adjusting the current year's sales to the
same exchange rate as the prior year.
9. Net debt is defined as total borrowings, less cash and cash
equivalents and less capitalised debt issuance costs.
10. Free cash flow is defined as the change in Net debt as
defined in (9) above before the movement in debt issuance
costs.
11. References to 'Underlying results' in previous financial
periods have been removed as there are no adjustments required to
be made to statutory results for FY18/19 H1 or FY17/18 H1.
Additional notes:
-- Group & corporate costs refer to group and corporate
expenses which are not directly attributable to a business unit and
are reported at total Group level.
-- In line with accounting standards, the International and
Knighton business units, the results of which are aggregated within
the Grocery business unit, are not required to be separately
disclosed for reporting purposes.
GBPm Future pension cash payments schedule
2018/19 2019/20 2020/21 2021/22 2022/23
Deficit contributions 35 37 38 38 38
Administration costs 6-8 6-8 8-10 8-10 8-10
-------- -------- ------- ------- -------
Total 41-43 43-45 46-48 46-48 46-48
-------- -------- ------- ------- -------
Responsibility Statement of the Directors
We confirm that to the best of our knowledge:
-- the condensed set of financial statements has been prepared
in accordance with IAS 34 Interim Financial Reporting as adopted by
the EU
-- the interim management report includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being
an indication of important events that have occurred during the
first twenty-six weeks of the financial year and their impact on
the condensed set of financial statements; and a description of the
principal risks and uncertainties for the remaining six months of
the year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place in the first
twenty-six weeks of the current financial year and that have
materially affected the financial position or performance of the
entity during that period; and any changes in the related party
transactions described in the last annual report that could do
so.
The Directors of Premier Foods plc are listed on page 31 of the
Premier Foods plc annual report and accounts for the financial
period ended 31 March 2018.
Approved by the Board on 12 November 2018 and signed on its
behalf by:
Gavin Darby
Chief Executive Officer
Alastair Murray
Chief Financial Officer
INDEPENT REVIEW REPORT TO PREMIER FOODS PLC
Conclusion
We have been engaged by the company to review the condensed set
of financial statements in the half-yearly financial report for the
26 weeks ended 29 September 2018 which comprises the condensed
consolidated balance sheet, the related condensed consolidated
statement of profit or loss, statement of comprehensive income,
statement of cash flows, statement of changes in equity and the
related explanatory notes.
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the 26 weeks ended 29
September 2018 is not prepared, in all material respects, in
accordance with IAS 34 Interim Financial Reporting as adopted by
the EU and the Disclosure Guidance and Transparency Rules ("the
DTR") of the UK's Financial Conduct Authority ("the UK FCA").
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410 Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity issued by the Auditing Practices Board for use in the
UK. A review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. We read the other information contained in the
half-yearly financial report and consider whether it contains any
apparent misstatements or material inconsistencies with the
information in the condensed set of financial statements.
A review is substantially less in scope than an audit conducted
in accordance with International Standards on Auditing (UK) and
consequently does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and
has been approved by, the directors. The directors are responsible
for preparing the half-yearly financial report in accordance with
the DTR of the UK FCA.
As disclosed in note 2, the annual financial statements of the
group are prepared in accordance with International Financial
Reporting Standards as adopted by the EU. The directors are
responsible for preparing the condensed set of financial statements
included in the half-yearly financial report in accordance with IAS
34 as adopted by the EU.
Our responsibility
Our responsibility is to express to the company a conclusion on
the condensed set of financial statements in the half-yearly
financial report based on our review.
The purpose of our review work and to whom we owe our
responsibilities
This report is made solely to the company in accordance with the
terms of our engagement to assist the company in meeting the
requirements of the DTR of the UK FCA. Our review has been
undertaken so that we might state to the company those matters we
are required to state to it in this report and for no other
purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the company for our
review work, for this report, or for the conclusions we have
reached.
Richard Pinckard
for and on behalf of KPMG LLP
Chartered Accountants
15 Canada Square
London
E14 5GL
12 November 2018
Condensed consolidated statement of profit
or loss (unaudited)
26 weeks ended 26 weeks ended
29 Sept 2018 30 Sept 2017
Note GBPm GBPm
------------------------------------------- ------------------------ ---------------------
Revenue 4 358.0 353.3
Cost of sales (237.0) (240.4)
------------------------------------------- ------------------------ ---------------------
Gross profit 121.0 112.9
Selling, marketing and distribution costs (52.8) (50.0)
Administrative costs (39.9) (40.4)
------------------------------------------- ------------------------ ---------------------
Operating profit 4 28.3 22.5
Operating profit before impairment 28.3 26.8
Impairment of goodwill 8 - (4.3)
------------------------------------------- ------------------------ ---------------------
Finance cost 5 (32.9) (26.7)
Finance income 5 2.4 2.7
Net movement on interest rate financial
instruments 5 - 0.3
Loss before taxation (2.2) (1.2)
Taxation credit 6 1.5 1.5
------------------------------------------- ------------------------ ---------------------
(Loss)/profit for the period attributable
to owners of the parent (0.7) 0.3
----------------------------------------------- ------------------------ ---------------------
Basic (loss)/earnings per share (pence) 7 (0.1) 0.0
------------------------------------------- ------------------------ ---------------------
Diluted (loss)/earnings per share (pence) 7 (0.1) 0.0
------------------------------------------- ------------------------ ---------------------
Adjusted earnings per share(1) 7 2.91 2.56
------------------------------------------- ------------------------ ---------------------
(1) Adjusted earnings per share is defined as trading profit less
net regular interest payable, less a notional tax charge at 19.0%
(2017/18: 19.0%) divided by the weighted average number of ordinary
shares of the Company.
Condensed consolidated statement of comprehensive income
(unaudited)
26 weeks ended 26 weeks
ended
29 Sept 2018 30 Sept 2017
Note GBPm GBPm
------------------------------------------------ ----- ------------------------- -------------
(Loss)/profit for the period (0.7) 0.3
Other comprehensive income/(losses)
Items that will never be reclassified
to profit or loss
Remeasurements of defined benefit schemes 12 (52.5) 3.2
Deferred tax credit/(charge) 8.9 (0.3)
Items that are or may be reclassified
to profit or loss
Exchange differences on translation - -
-------------
Other comprehensive (loss)/income, net
of tax (43.6) 2.9
------------------------------------------------ ----- ------------------------- -------------
Total comprehensive (loss)/income attributable
to owners of the parent (44.3) 3.2
------------------------------------------------ ----- ------------------------- -------------
Condensed consolidated balance sheet
(unaudited)
As at As at
29 Sept 2018 31 Mar 2018
Note GBPm GBPm
----------------------------------------- ----- ------------------ ----------------
ASSETS:
Non-current assets
Property, plant and equipment 184.3 185.2
Goodwill 8 646.0 646.0
Other intangible assets 412.3 428.4
Net retirement benefit assets 12 715.5 754.0
1,958.1 2,013.6
Current assets
Inventories 99.6 76.4
Trade and other receivables 65.9 74.8
Derivative financial instruments 10 0.4 0.1
Cash and cash equivalents 13 11.4 23.6
------------------
177.3 174.9
----------------------------------------- ----- ------------------ ----------------
Total assets 2,135.4 2,188.5
----------------------------------------- ----- ------------------ ----------------
LIABILITIES:
Current liabilities
Trade and other payables (220.0) (214.4)
Financial liabilities:
- derivative financial instruments 10 (2.0) (2.1)
Provisions for liabilities and charges 11 (7.1) (7.9)
------------------
(229.1) (224.4)
Non-current liabilities
Financial liabilities - long-term
borrowings 9 (520.9) (520.0)
Net retirement benefit obligations 12 (432.8) (437.0)
Provisions for liabilities and charges 11 (32.3) (35.7)
Deferred tax liabilities (2.2) (12.1)
Other liabilities (11.4) (10.0)
------------------
(999.6) (1,014.8)
----------------------------------------- ----- ------------------ ----------------
Total liabilities (1,228.7) (1,239.2)
----------------------------------------- ----- ------------------ ----------------
Net assets 906.7 949.3
----------------------------------------- ----- ------------------ ----------------
EQUITY:
Capital and reserves
Share capital 84.1 84.1
Share premium 1,407.7 1,407.6
Merger reserve 351.7 351.7
Other reserves (9.3) (9.3)
Profit and loss reserve (927.5) (884.8)
----------------------------------------- ------------------ ----------------
Total equity 906.7 949.3
----------------------------------------- ----- ------------------ ----------------
Condensed consolidated statement of cash
flows (unaudited)
26 weeks ended 26 weeks ended
29 Sept 2018 30 Sept
2017
Note GBPm GBPm
------------------------------------------------- ----------------------- ---------------------
Cash generated from operations 13 20.4 17.4
Interest paid (14.7) (17.9)
Interest received 0.8 0.7
Taxation received - 1.0
-------------------------------------------- --- ----------------------- ---------------------
Cash generated from operating activities 6.5 1.2
Purchase of property, plant and equipment (6.5) (7.0)
Purchase of intangible assets (0.5) (1.6)
Sale of property, plant and equipment - 1.3
-------------------------------------------- --- ----------------------- ---------------------
Cash used in investing activities (7.0) (7.3)
Repayment of borrowings (325.0) (181.0)
Proceeds from borrowings 325.0 210.0
Financing fees (11.8) (6.8)
Proceeds from share issue 0.1 0.1
Cash (used in)/generated from financing
activities (11.7) 22.3
Net (decrease)/increase of cash and cash
equivalents (12.2) 16.2
Cash, cash equivalents and bank overdrafts
at beginning of period 23.6 (18.1)
------------------------------------------------- ----------------------- ---------------------
Cash, cash equivalents and bank overdrafts
at end of period 13 11.4 (1.9)
-------------------------------------------- --- ----------------------- ---------------------
Condensed consolidated statement of changes in equity (unaudited)
Share Share Merger Other Profit Total
capital premium reserve reserves and loss equity
reserve
Note
GBPm GBPm GBPm GBPm GBPm GBPm
---------------------------------- ----- --------- --------- --------- ---------- ---------- ---------
At 2 April 2017 83.3 1,406.7 351.7 (9.3) (1,039.6) 792.8
Profit for the period - - - - 0.3 0.3
Remeasurements of defined benefit
schemes - - - - 3.2 3.2
Deferred tax charge - - - - (0.3) (0.3)
Other comprehensive income - - - - 2.9 2.9
---------------------------------- ----- --------- --------- --------- ---------- ---------- ---------
Total comprehensive income - - - - 3.2 3.2
---------------------------------- ----- --------- --------- --------- ---------- ---------- ---------
Shares issued 0.3 0.1 - - - 0.4
Share-based payments - - - - 1.5 1.5
Deferred tax movements on share-based
payments - - - - (0.9) (0.9)
At 30 September 2017 83.6 1,406.8 351.7 (9.3) (1,035.8) 797.0
---------------------------------- ----- --------- --------- --------- ---------- ---------- ---------
At 1 April 2018 84.1 1,407.6 351.7 (9.3) (884.8) 949.3
Loss for the period - - - - (0.7) (0.7)
Remeasurements of defined
benefit schemes 12 - - - - (52.5) (52.5)
Deferred tax charge - - - - 8.9 8.9
Exchange differences on translation - - - - - -
Other comprehensive income - - - - (43.6) (43.6)
----------------------------------------- --------- --------- --------- ---------- ---------- ---------
Total comprehensive income - - - - (44.3) (44.3)
----------------------------------------- --------- --------- --------- ---------- ---------- ---------
Shares issued 0.0 0.1 - - - 0.1
Share-based payments - - - - 1.1 1.1
Deferred tax movements on share-based
payments - - - - 0.5 0.5
At 29 September 2018 84.1 1,407.7 351.7 (9.3) (927.5) 906.7
---------------------------------- ----- --------- --------- --------- ---------- ---------- ---------
1. General information
Premier Foods plc (the "Company") is a public limited company
incorporated and domiciled in England and Wales, registered number
5160050, with its registered office at Premier House, Centrium
Business Park, Griffiths Way, St Albans, Hertfordshire AL1 2RE. The
principal activity of the Company and its subsidiaries (the
"Group") is the manufacture and distribution of branded and own
label food products as described in the Group's annual report and
accounts for the financial period ended 31 March 2018.
2. Significant accounting policies
Basis of preparation
The condensed consolidated financial information ("financial
information") for the period ended 29 September 2018 has been
prepared in accordance with the Disclosure and Transparency Rules
of the Financial Conduct Authority and with IAS 34, "Interim
Financial Reporting" as adopted by the European Union. The
financial information for the 26 weeks ended 29 September 2018
should be read in conjunction with the Group's financial statements
for the 52 weeks ended 31 March 2018, which have been prepared in
accordance with International Financial Reporting Standards
("IFRSs") as adopted by the European Union. They have been prepared
applying the accounting policies and presentation as applied in the
preparation of the Group's published consolidated financial
statements for the 52 weeks ended 31 March 2018, except where new
or revised accounting standards have been applied. There has been
no significant impact on the Group profit or net assets on adoption
of new or revised accounting standards in the period.
The financial information for the period ended 29 September 2018
is unaudited but has been subject to an independent review by KPMG
LLP.
The Group's financial statements for the 52 weeks ended 31 March
2018, which were approved by the Board of Directors on 15 May 2018,
were reported on by KPMG LLP and delivered to the Registrar of
Companies. The report of the auditor was unqualified, did not
contain a reference to any matters to which the auditors drew
attention by way of emphasis without qualifying their report and
did not contain any statement under section 498 (2) or (3) of the
Companies Act 2006.
This financial information was approved for issue on 12 November
2018.
New accounting standards
On 1 April 2018 the Group adopted IFRS 9 'Financial
Instruments', which replaced IAS 39 'Financial Instruments -
Recognition and Measurement'. The Group has not restated
comparative information for prior periods as permitted by the
standard.
* Classification and Measurement: On 1 April 2018, the Group
reclassified its financial assets to the new categories based on
the Group's reason for holding the assets and the nature of the
cash flows from the assets. See note 10 for further information.
There were no changes to the carrying values of the Group's
financial assets from adopting the new classification model. There
have been no changes to the classification or measurement of the
Group's financial liabilities.
* Impairment: From 1 April 2018 the Group implemented an
expected credit loss impairment model for financial assets. For
trade receivables, the calculation methodology has been updated to
consider expected losses based on the ageing profile and
forward-looking information. The adoption of the expected credit
loss approach has not resulted in any material change in the
impairment provision for any financial asset.
On 1 April 2018 the Group adopted IFRS 15 'Revenue from
Contracts with Customers' with no material impact as accounting
policies were materially in line with IFRS 15.
IFRS 16 'Leases' has been issued by the IASB and endorsed by the
EU but is not yet adopted by the Group, it is effective for the
Group from 31 March 2019. Work on implementing the new lease model
prescribed is progressing as planned, and the Group continues to
consider the implications of the standard on its consolidated
results and financial position. Work is ongoing, and the Group has
not yet estimated the amount of right of use assets and lease
liabilities that will be recognised on the balance sheet or decided
which exemptions and transition options will be adopted.
Basis for preparation of financial statements on a going concern
basis
The Group's revolving credit facility includes net debt/EBITDA
and EBITDA/interest covenants. In the event these covenants are not
met then the Group would be in breach of its financing agreement
and, as would be the case in any covenant breach, the banking
syndicate could withdraw funding to the Group. The Group was in
compliance with its covenant tests as at 31 March 2018 and 29
September 2018. The Group's forecasts, taking into account
reasonably possible changes in trading performance, show that the
Group should be able to operate within the level of its current
facilities including covenant tests. Notwithstanding the net
current liabilities position of the Group, the directors have a
reasonable expectation that the Group has adequate resources to
continue in operational existence for the next 12 months. The Group
therefore continues to adopt the going concern basis in preparing
its financial information.
3. Critical accounting policies, estimates and judgements
The following are areas of particular significance to the
Group's interim financial information and include the use of
estimates, which is fundamental to the preparation of this
financial information.
Employee benefits
The present value of the Group's defined benefit pension
obligations depends on a number of actuarial assumptions. The
primary assumptions used include the discount rate applicable to
scheme liabilities, the long-term rate of inflation and estimates
of the mortality applicable to scheme members. Each of the
underlying assumptions is set out in more detail in note 12.
At each reporting date, and on a continuous basis, the Group
reviews the macro-economic, Company and scheme specific factors
influencing each of these assumptions, using professional advice,
in order to record the Group's ongoing commitment and obligation to
defined benefit schemes in accordance with IAS 19 (Revised).
Plan assets of the defined benefit schemes include a number of
assets for which quoted prices are not available. At each reporting
date, the Group determines the fair value of these assets with
reference to most recently available asset statements from fund
managers. To the extent a surplus arises under IAS 19, the Group
ensures that it can recognise the associated asset in line with
IFRIC 14.
Goodwill and other intangible assets
Impairment reviews in respect of goodwill are performed annually
unless an event indicates that an impairment review is necessary.
Impairment reviews in respect of intangible assets are performed
when an event indicates that an impairment review is necessary.
Examples of such triggering events include a significant planned
restructuring, a major change in market conditions or technology,
expectations of future operating losses, or a significant reduction
in cash flows. In performing its impairment analysis, the Group
takes into consideration these indicators including the difference
between its market capitalisation and net assets.
The Group reviews its identified CGUs for the purposes of
testing goodwill on an annual basis, taking into consideration
whether assets generate independent cash inflows. The recoverable
amounts of CGUs are determined based on the higher of fair value
less costs of disposal and value in use calculations. These
calculations require the use of estimates.
The Group has considered the impact of the assumptions used on
the calculations and conducts sensitivity analysis on the value in
use calculations of the CGUs carrying values for the purposes of
testing goodwill.
Acquired brands, trademarks and licences are considered to have
finite lives that range from 20 to 40 years for brands and
trademarks and 10 years for licences. The determination of the
useful lives takes into account certain quantitative factors such
as sales expectations and growth prospects, and many qualitative
factors such as history and heritage, and market positioning, hence
the determination of useful lives are subject to estimates and
judgement. The brands, trademarks and licences are deemed to be
individual CGUs.
Commercial arrangements
Sales rebates and discounts are accrued on each relevant
promotion or customer agreement and are charged to the statement of
profit or loss at the time of the relevant promotional buy-in as a
deduction from revenue. Accruals for each individual promotion or
rebate arrangement are based on the type and length of promotion
and nature of customer agreement. At the time an accrual is made
the nature and timing of the promotion is typically known. Areas of
estimation are sales volume/activity and the amount of product sold
on promotion.
For short term promotions, the Group performs a true up of
estimates where necessary on a monthly basis, using real time sales
information where possible and finally on receipt of a customer
claim which typically follows 1-2 months after the end of a
promotion. For longer term discounts and rebates, the Group uses
actual and forecast sales to estimate the level of rebate. These
accruals are updated monthly based on the latest actual and
forecast sales.
Expenditure on advertising is charged to the statement of profit
or loss when incurred, except in the case of airtime costs when a
particular campaign is used more than once. In this case they are
charged in line with the airtime profile.
Judgements apart from those involving estimation as above, do
not have a significant impact on the financial statements.
4. Segmental analysis
IFRS 8 requires operating segments to be determined based on the
Group's internal reporting to the Chief Operating Decision Maker
("CODM"). The CODM has been determined to be the Executive
Leadership Team as it is primarily responsible for the allocation
of resources to segments and the assessment of performance of the
segments.
The Group's operating segments are defined as "Grocery", "Sweet
Treats", "International" and "Knighton". The Grocery segment
primarily sells savoury ambient food products and the Sweet Treats
segment sells sweet ambient food products. The International and
Knighton segments have been aggregated within the Grocery segment
for reporting purposes as revenue is below 10 percent of the
Group's total revenue and the segments are considered to have
similar characteristics to that of Grocery. This is in accordance
with the criteria set out in IFRS 8.
The CODM uses Divisional contribution as the key measure of the
segments' results. Divisional contribution is defined as gross
profit after selling, marketing and distribution costs. Divisional
contribution is a consistent measure within the Group and reflects
the segments' underlying trading performance for the period under
evaluation.
The Group uses trading profit to review overall Group
profitability. Trading profit is defined as profit/loss before tax
before net finance costs, amortisation of intangible assets,
impairment, fair value movements on foreign exchange and other
derivative contracts, restructuring costs and net interest on
pensions and administrative expenses.
The segment results for the period ended 29 September 2018 and
30 September 2017, and the reconciliation of the segment measures
to the respective statutory items included in the financial
information, are as follows:
26 weeks ended 29 Sept
2018
----------------------------------------------------- ---------------------------------------------
Grocery Sweet Total
Treats
GBPm GBPm GBPm
----------------------------------------------------- ----------- -------------- ----------------
Revenue 256.0 102.0 358.0
----------------------------------------------------- ----------- -------------- ----------------
Divisional contribution 57.0 11.3 68.3
Group and corporate costs (17.3)
----------------------------------------------------- ----------- -------------- ----------------
Trading profit 51.0
Amortisation of intangible assets (17.8)
Fair value movements on foreign exchange and other
derivative contracts 0.8
Restructuring costs (5.1)
Net interest on pensions and administrative
expenses (0.6)
----------------------------------------------------- ----------- -------------- ----------------
Operating profit 28.3
Finance cost (32.9)
Finance income 2.4
Loss before taxation (2.2)
----------------------------------------------------- ----------- -------------- ----------------
Depreciation (4.1) (4.3) (8.4)
----------------------------------------------------- ----------- -------------- ----------------
26 weeks ended 30 Sept
2017
----------------------------------------------------- ---------------------------------------------
Grocery Sweet Total
Treats
GBPm GBPm GBPm
----------------------------------------------------- ----------- -------------- ----------------
Revenue 255.0 98.3 353.3
----------------------------------------------------- ----------- -------------- ----------------
Divisional contribution 51.4 11.5 62.9
Group and corporate costs (14.9)
----------------------------------------------------- ----------- -------------- ----------------
Trading profit 48.0
Amortisation of intangible assets (18.0)
Fair value movements on foreign exchange and
other derivative contracts 0.9
Restructuring costs (3.1)
Net interest on pensions and administrative
expenses (1.0)
----------------------------------------------------- ----------- -------------- ----------------
Operating profit before impairment 26.8
Impairment of property, plant and equipment (4.3)
----------------------------------------------------- ----------- -------------- ----------------
Operating profit 22.5
Finance cost (26.7)
Finance income 2.7
Net movement on interest rate financial instruments 0.3
Loss before taxation (1.2)
----------------------------------------------------- ----------- -------------- ----------------
Depreciation (3.7) (4.4) (8.1)
----------------------------------------------------- ----------- -------------- ----------------
Inter-segment transfers or transactions are entered into under
the same terms and conditions that would be available to unrelated
third parties.
5. Finance income and costs
26 weeks ended 26 weeks ended
29 Sept 2018 30 Sept 2017
GBPm GBPm
----------------------------------------------- ------------------------------ -------------------------
Interest payable on bank loans and overdrafts (3.1) (3.1)
Interest payable on senior secured notes (16.1) (15.9)
Interest payable on revolving facility (0.5) (0.9)
Interest payable on interest rate financial
instruments - (0.3)
Other interest payable - (0.4)
Amortisation of debt issuance costs (1.9) (2.1)
(21.6) (22.7)
Write off of financing costs(1) (5.7) (4.0)
Early redemption fee(2) (5.6) -
Total finance cost (32.9) (26.7)
----------------------------------------------- ------------------------------ -------------------------
Interest receivable on bank deposits 0.8 0.7
Other interest receivable(3) 1.6 2.0
Total finance income 2.4 2.7
----------------------------------------------- ------------------------------ -------------------------
Fair value movements on interest rate
financial instruments - 0.3
Net finance cost (30.5) (23.7)
----------------------------------------------- ------------------------------ -------------------------
(1) Relates to the refinancing of the senior secured fixed rate
notes due 2021 and revolving credit facility in the current period
and senior secured floating rate notes due 2020 in the previous
period.
(2) Relates to a non-recurring payment arising on the early redemption
of the GBP325m senior secured fixed rate notes due 2021 as part
of the refinancing of the Group's debt in the period.
(3) Included in other interest receivable is GBP1.6m (2017/18: GBP2.0m)
relating to the unwind of the discount on certain of the Group's
long term provisions.
6. Taxation
The taxation credit for the period ended 29 September 2018 of
GBP1.5m (2017/18: GBP1.5m) includes a deferred tax credit of
GBP0.5m (2017/18: GBP0.9m charge), which is based upon management's
best estimate of the effective annual income tax rate expected for
the full financial year and a credit of GBP1.1m (2017/18: GBP1.9m)
largely relating to repayment of foreign taxes paid in prior years.
In addition, a charge of GBP0.1m (2017/18: GBP0.5m credit) relating
to adjustments to prior years arose in the period.
7. (Loss)/earnings per share
Basic (loss)/earnings per share has been calculated by dividing
the loss for the period ended 29 September 2018 attributable to
owners of the parent of GBP0.7m (2017/18: GBP0.3m profit) by the
weighted average number of ordinary shares of the Company.
26 weeks ended 26 weeks ended
29 Sept 2018 30 Sept 2017
Number Number
------------------------------------------------ -------------------- --------------------
Weighted average number of ordinary shares
for the purpose of basic earnings per share 840,823,495 834,183,666
Effect of dilutive potential ordinary shares 4,927,124 9,134,664
-------------------- --------------------
Weighted average number of ordinary shares
for the purpose of diluted earnings per share 845,750,619 843,318,330
------------------------------------------------ -------------------- --------------------
26 weeks ended 29 26 weeks ended 30
Sept 2018 Sept 2017
Basic Dilutive Diluted Basic Dilutive Diluted
effect effect
of share of share
options options
---------------------------- ----------- ------------ ----------- ------ ------------ -----------
(Loss)/profit after tax
(GBPm) (0.7) (0.7) 0.3 0.3
(Loss)/earnings per share
(pence) (0.1) - (0.1) 0.0 - 0.0
---------------------------- ----------- ------------ ----------- ------ ------------ -----------
Dilutive effect of share options
The dilutive effect of share options is calculated by adjusting
the weighted average number of ordinary shares outstanding to
assume conversion of all dilutive potential ordinary shares. The
only dilutive potential ordinary shares of the Company are share
options and share awards. A calculation is performed to determine
the number of shares that could have been acquired at fair value
(determined as the average annual market share price of the
Company's shares) based on the monetary value of the share awards
and the subscription rights attached to the outstanding share
options.
No adjustment is made to the profit or loss in calculating basic
and diluted (loss)/earnings per share.
There is no dilutive effect of share options or share awards in
the 26 weeks ended 29 September 2018 as the Group made a loss in
the period.
Adjusted earnings per share ("Adjusted EPS")
Adjusted earnings per share is defined as trading profit less
net regular interest payable, less a notional tax charge at 19.0%
(2017/18: 19.0%) divided by the weighted average number of ordinary
shares of the Company.
Net regular interest is defined as net finance cost after
excluding write-off of financing costs, the early redemption fee
paid in the period, fair value movements on interest rate financial
instruments and other interest.
Trading profit and Adjusted EPS have been reported as the
directors believe these assist in providing additional useful
information on the underlying trends and performance of the
Group.
26 weeks ended 26 weeks ended
29 Sept 2018 30 Sept 2017
GBPm GBPm
------------------------------------------ -------------------------- -----------------------
Trading profit 51.0 48.0
Less net regular interest (20.8) (21.6)
-------------------------- -----------------------
Adjusted profit before tax 30.2 26.4
Notional tax at 19% (2017/18: 19%) (5.7) (5.0)
------------------------------------------ -------------------------- -----------------------
Adjusted profit after tax 24.5 21.4
Average shares in issue (m) 840.8 834.2
Adjusted EPS (pence) 2.91 2.56
------------------------------------------ -------------------------- -----------------------
Net regular interest
Net finance cost (30.5) (23.7)
Exclude fair value movements on interest
rate financial instruments - (0.3)
Exclude write off of financing costs 5.7 4.0
Exclude early redemption fee 5.6 -
Exclude other interest (1.6) (1.6)
Net regular interest (20.8) (21.6)
------------------------------------------ -------------------------- -----------------------
8. Impairment of goodwill
An impairment charge of GBP4.3m was recognised during the prior
period. This was related to the write off of goodwill relating to
Knighton Foods Investments Limited ('Knighton'). The impairment
reflected the challenging trading conditions faced by the Knighton
business.
9. Bank and other borrowings
As at As at
29 Sept 2018 31 Mar 2018
GBPm GBPm
----------------------------------------------- ------------------- -------------------
Current:
Bank overdrafts - -
Finance lease obligations - -
----------------------------------------------- -------------------
Total borrowings due within one year - -
----------------------------------------------- ------------------- -------------------
Non-current:
Secured senior credit facility - revolving (25.0) -
Transaction costs 6.5 5.6
-------------------
(18.5) 5.6
Senior secured notes (510.0) (535.0)
Transaction costs 7.6 9.4
(502.4) (525.6)
Total borrowings due after more than one year (520.9) (520.0)
Total bank and other borrowings (520.9) (520.0)
----------------------------------------------- ------------------- -------------------
Revolving credit facility
The revolving credit facility of GBP177m is due to mature in
December 2022 and attracts a leverage based margin of between 2.25%
and 3.75% above LIBOR. Banking covenants of net debt / EBITDA and
EBITDA / interest are in place and are tested biannually.
Senior secured notes
The senior secured notes are listed on the Irish GEM Stock
Exchange. The notes totalling GBP510m are split between fixed and
floating tranches. The fixed note of GBP300m matures in October
2023 and attracts an interest rate of 6.25%. The floating note of
GBP210m matures in July 2022 and attracts an interest rate of 5.00%
above LIBOR.
10. Financial instruments
The following table shows the carrying amounts (which
approximate to fair value except as noted below) of the Group's
financial assets and financial liabilities. Fair value is the price
that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at
the measurement date. Set out below is a summary of methods and
assumptions used to value each category of financial
instrument.
As at 29 Sept As at 31 Mar 2018
2018
Carrying Fair Carrying Fair
amount value amount value
GBPm GBPm GBPm GBPm
-------------------------------------------- --------------- --------------- --------------- ---------------
Loans and receivables:
Cash and cash equivalents 11.4 11.4 23.6 23.6
Trade and other receivables(1) - - 56.6 56.6
Financial assets at amortised cost:
Trade and other receivables(1) 36.9 36.9 - -
Financial assets at fair value through
profit or loss:
Trade and other receivables(1) 5.7 5.6 - -
Derivative financial instruments
- Forward foreign currency exchange
contracts 0.2 0.2 - -
- Commodity and energy derivatives 0.2 0.2 0.1 0.1
Financial liabilities at fair value
through profit or loss:
Derivative financial instruments
- Forward foreign currency exchange
contracts - - (0.4) (0.4)
Other financial liabilities (2.0) (2.0) (1.7) (1.7)
Financial liabilities at amortised
cost:
Trade and other payables (215.4) (215.4) (209.7) (209.7)
Senior secured notes (510.0) (515.0) (535.0) (539.3)
Senior secured credit facility - revolving (25.0) (25.0) - -
-------------------------------------------- --------------- --------------- --------------- ---------------
(1) Refer to "Adoption of IFRS 9"
section below.
The following table presents the Group's assets and liabilities
that are measured at fair value using the following fair value
measurement hierarchy:
-- Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
-- Inputs other than quoted prices included within level 1 that
are observable for the asset or liability, either directly (that
is, as prices) or indirectly (that is, derived from prices) (level
2).
-- Inputs for the asset or liability that are not based on
observable market data (that is, unobservable inputs) (level
3).
As at 29 Sept As at 31 Mar 2018
2018
Level Level Level Level
1 2 1 2
---------------------------------------- ------------ --------------- ------------ --------------
GBPm GBPm GBPm GBPm
Financial assets at fair value through
profit or loss:
Derivative financial instruments
- Forward foreign currency exchange - 0.2 - -
contracts
- Commodity and energy derivatives - 0.2 - 0.1
Financial liabilities at fair value
through profit or loss:
Derivative financial instruments
- Forward foreign currency exchange
contracts - - - (0.4)
Other financial liabilities - (2.0) - (1.7)
Financial liabilities at amortised
cost:
Senior secured notes (515.0) - (539.3) -
---------------------------------------- ------------ --------------- ------------ --------------
The fair value of trade and other receivables and trade and
other payables is considered to be equal to the carrying amount of
these items due to their short-term nature.
Calculation of fair values
The fair values of the financial assets and liabilities are
defined as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between
market participants at the measurement date. Methods and
assumptions used to estimate the fair values are consistent with
those used in the 52 weeks ended 31 March 2018.
Adoption of IFRS 9 - Impact on measurement of financial
assets
On the date of initial application of IFRS 9, 1 April 2018,
financial assets of GBP56.6m previously measured as loans and
receivables were reclassified, GBP6.2m to fair value through profit
or loss under IFRS 9 and GBP50.4m to amortised cost under IFRS
9.
11. Provisions for liabilities and charges
As at As at
29 Sept 2018 31 Mar 2018
GBPm GBPm
------------- ------------------ ------------------
Non-current (32.3) (35.7)
Current (7.1) (7.9)
------------- ------------------ ------------------
Total (39.4) (43.6)
------------- ------------------ ------------------
Total provisions for liabilities and charges of GBP39.4m at 29
September 2018 (31 March 2018: GBP43.6m) comprise property
provisions of GBP29.7m (31 March 2018: GBP32.1m) which primarily
relate to provisions for non-operational leasehold properties and
dilapidations provisions which will be incurred over a number of
years in accordance with the length of the leases. Other provisions
of GBP9.7m (31 March 2018: GBP11.5m) primarily relate to insurance
claims and provisions for restructuring costs.
12. Retirement benefit schemes
Defined benefit schemes
The Group operates a number of defined benefit schemes under
which current and former employees have built up an entitlement to
pension benefits on their retirement. These are as follows:
(a) The Premier schemes, which comprise:
Premier Foods Pension Scheme ("PFPS")
Premier Grocery Products Pension Scheme ("PGPPS")
Premier Grocery Products Ireland Pension Scheme ("PGPIPS")
Chivers 1987 Pension Scheme
Chivers 1987 Supplementary Pension Scheme.
(b) The RHM schemes, which comprise:
RHM Pension Scheme
Premier Foods Ireland Pension Scheme
The most recent triennial actuarial valuations of the PFPS, the
PGPPS and RHM pension schemes were carried out on 31 March 2016 / 5
April 2016 to establish ongoing funding arrangements. Deficit
recovery plans have been agreed with the Trustees of each of the
PFPS and PGPPS. The RHM Pension Scheme was in surplus and no
deficit contributions are payable. On 28 March 2017, and following
the finalisation of the triennial actuarial valuation, the Group
announced it had agreed a revised schedule of pension payments with
the Trustees of the pension schemes.
Actuarial valuations for the schemes based in Ireland took place
during the course of 2016 and 2017.
The exchange rates used to translate the overseas Euro based
schemes are GBP1.00 = EUR1.1294 for the average rate during the
period, and GBP1.00 = EUR1.1261 for the closing position at 29
September 2018.
At the balance sheet date, the combined principal actuarial
assumptions were as follows:
Premier RHM schemes
schemes
At 29 September 2018
Discount rate 2.85% 2.85%
Inflation - RPI 3.25% 3.25%
Inflation - CPI 2.15% 2.15%
Expected salary increases n/a n/a
Future pension increases 2.10% 2.10%
---------------------------- --------- ------------
At 31 March 2018
Discount rate 2.70% 2.70%
Inflation - RPI 3.15% 3.15%
Inflation - CPI 2.05% 2.05%
Expected salary increases n/a n/a
Future pension increases 2.10% 2.10%
---------------------------- --------- ------------
For the smaller overseas schemes, the discount rate used was
1.85% (2017/18: 1.95%) and future pension increases were 1.45%
(2017/18: 1.45%).
The mortality assumptions are based on standard mortality tables
and allow for future mortality improvements. The assumptions are as
follows:
Premier RHM schemes
schemes
--------------------------------------- --------- ------------
Life expectancy at 29 September 2018
Male pensioner, currently aged 65 87.6 85.8
Female pensioner, currently aged 65 89.5 88.3
Male non-pensioner, currently aged 45 88.6 86.7
Female non-pensioner, currently aged
45 90.7 89.5
Life expectancy at 31 March 2018
Male pensioner, currently aged 65 87.6 85.8
Female pensioner, currently aged 65 89.5 88.3
Male non-pensioner, currently aged 45 88.6 86.7
Female non-pensioner, currently aged
45 90.7 89.5
---------------------------------------- --------- ------------
The fair values of plan assets split by type of asset are as
follows:
Premier schemes % of total RHM schemes % of total Total % of total
GBPm % GBPm % GBPm %
------------------------------ ----------------- ----------- ------------ ----------- -------- -----------
Assets with a quoted price in an active market at 29 September 2018:
UK equities 0.5 0.0 0.4 0.0 0.9 0.0
Global equities 8.4 1.3 182.8 4.5 191.2 4.0
Government bonds 28.9 4.3 992.9 24.5 1,021.8 21.6
Corporate bonds 20.2 3.0 - - 20.2 0.4
Property 7.7 1.2 395.6 9.8 403.3 8.5
Absolute return products 397.1 59.5 972.0 24.0 1,369.1 29.0
Cash 6.6 1.0 41.9 1.0 48.5 1.0
Other 195.0 29.2 2.8 0.1 197.8 4.2
Assets without a quoted price in an active market at 29 September 2018:
Infrastructure funds - - 237.1 5.8 237.1 5.0
Swaps - - 592.9 14.6 592.9 12.5
Private equity - - 414.5 10.2 414.5 8.8
Other 3.4 0.5 224.5 5.5 227.9 4.8
Fair value of scheme assets
as at 29 September 2018 667.8 100 4,057.4 100 4,725.2 100
------------------------------ ----------------- ----------- ------------ ----------- -------- -----------
Assets with a quoted price in an active market at 31 March 2018:
UK equities 0.2 0.0 0.3 0.0 0.5 0.0
Global equities 7.6 1.1 288.4 6.9 296.0 6.1
Government bonds 25.0 3.7 1021.4 24.3 1,046.4 21.5
Corporate bonds 20.7 3.0 - - 20.7 0.4
Property 7.5 1.1 383.5 9.2 391.0 8.0
Absolute return products 391.0 57.7 932.3 22.3 1,323.3 27.2
Cash 12.8 1.9 19.6 0.5 32.4 0.7
Other 214.1 31.5 3.0 0.1 217.1 4.5
Assets without a quoted price in an active market at 31 March 2018:
Infrastructure funds - - 254.6 6.1 254.6 5.2
Swaps - - 715.3 17.1 715.3 14.7
Private equity - - 344.0 8.2 344.0 7.1
Others 0.2 0.0 222.1 5.3 222.3 4.6
------------------------------ ----------------- ----------- ------------ ----------- -------- -----------
Fair value of scheme assets
as at 31 March 2018 679.1 100 4,184.5 100 4,863.6 100
------------------------------ ----------------- ----------- ------------ ----------- -------- -----------
The schemes invest in interest rate and inflation swaps to
protect from fluctuations in interest and inflation.
The amounts recognised on the balance sheet arising from the
Group's obligations in respect of its defined benefit schemes are
as follows:
Premier RHM schemes Total
schemes
GBPm GBPm GBPm
------------------------------------- ---------- ------------ ----------
At 29 September 2018
Present value of funded obligations (1,100.6) (3,341.9) (4,442.5)
Fair value of plan assets 667.8 4,057.4 4,725.2
------------------------------------- ---------- ------------ ----------
(Deficit)/surplus in schemes (432.8) 715.5 282.7
------------------------------------- ---------- ------------ ----------
At 31 March 2018
Present value of funded obligations (1,116.1) (3,430.5) (4,546.6)
Fair value of plan assets 679.1 4,184.5 4,863.6
------------------------------------- ---------- ------------ ----------
(Deficit)/surplus in schemes (437.0) 754.0 317.0
------------------------------------- ---------- ------------ ----------
The aggregate surplus of GBP317.0m has decreased to a surplus of
GBP282.7m during the period ended 29 September 2018 (52 weeks ended
31 March 2018: GBP212.2m increase) primarily due to the impact of a
remeasurement loss on plan assets.
Changes in the present value of the defined benefit obligation
were as follows:
Premier RHM schemes Total
schemes
GBPm GBPm GBPm
-------------------------------------------- ---------- ------------ ----------
Defined benefit obligation at 1 April
2017 (1,162.8) (3,597.0) (4,759.8)
Interest cost (29.9) (93.0) (122.9)
Remeasurement gains 36.6 87.6 124.2
Exchange differences (1.2) (0.7) (1.9)
Benefits paid 41.2 172.6 213.8
Defined benefit obligation at 31 March
2018 (1,116.1) (3,430.5) (4,546.6)
Interest cost (14.6) (45.4) (60.0)
Remeasurement gains 12.6 62.1 74.7
Exchange differences (0.6) (0.4) (1.0)
Benefits paid 18.1 72.3 90.4
-------------------------------------------- ---------- ------------ ----------
Defined benefit obligation at 29 September
2018 (1,100.6) (3,341.9) (4,442.5)
-------------------------------------------- ---------- ------------ ----------
Changes in the fair value of plan assets were as follows:
Premier RHM schemes Total
schemes
GBPm GBPm GBPm
-------------------------------------------- ------- ------------ --------
Fair value of plan assets at 1 April
2017 673.7 4,190.9 4,864.6
Interest income on plan assets 17.3 108.6 125.9
Remeasurement (losses)/gains (7.6) 58.2 50.6
Administrative costs (3.0) (2.5) (5.5)
Contributions by employer 38.6 1.2 39.8
Exchange differences 1.3 0.7 2.0
Benefits paid (41.2) (172.6) (213.8)
-------------------------------------------- ------- ------------ --------
Fair value of plan assets at 31 March
2018 679.1 4,184.5 4,863.6
Interest income on plan assets 8.9 55.5 64.4
Remeasurement losses (17.9) (109.3) (127.2)
Administrative costs (3.1) (1.9) (5.0)
Contributions by employer 18.3 0.5 18.8
Exchange differences 0.6 0.4 1.0
Benefits paid (18.1) (72.3) (90.4)
-------------------------------------------- ------- ------------ --------
Fair value of plan assets at 29 September
2018 667.8 4,057.4 4,725.2
-------------------------------------------- ------- ------------ --------
The reconciliation of the net defined benefit liability over the
period is as follows:
Premier RHM schemes Total
schemes
GBPm GBPm GBPm
-------------------------------------------------- --------- ------------ -------
(Deficit)/surplus in schemes at 1 April
2017 (489.1) 593.9 104.8
Amount recognised in profit or loss (15.6) 13.1 (2.5)
Remeasurements recognised in other comprehensive
income 29.0 145.8 174.8
Contributions by employer 38.6 1.2 39.8
Exchange differences 0.1 - 0.1
(Deficit)/surplus in schemes at 31 March
2018 (437.0) 754.0 317.0
Amount recognised in profit or loss (8.8) 8.2 (0.6)
Remeasurements recognised in other comprehensive
income (5.3) (47.2) (52.5)
Contributions by employer 18.3 0.5 18.8
Exchange differences - - -
-------------------------------------------------- --------- ------------ -------
(Deficit)/surplus in schemes at 29 September
2018 (432.8) 715.5 282.7
-------------------------------------------------- --------- ------------ -------
The total amounts recognised in the consolidated statement of
profit or loss are as follows:
Premier RHM schemes Total
schemes
GBPm GBPm GBPm
---------------------------------- --------- ------------ ------
26 weeks ended 29 September 2018
Operating profit
Administrative costs (3.1) (1.9) (5.0)
Net interest (cost)/credit (5.7) 10.1 4.4
---------------------------------- --------- ------------ ------
Total for the period (8.8) 8.2 (0.6)
---------------------------------- --------- ------------ ------
26 weeks ended 30 September 2017
Operating profit
Administrative costs (1.5) (1.0) (2.5)
Net interest (cost)/credit (6.3) 7.8 1.5
Total for the period (7.8) 6.8 (1.0)
---------------------------------- --------- ------------ ------
52 weeks ended 31 March 2018
Operating profit
Current service costs - - -
Administrative costs (3.0) (2.5) (5.5)
Net interest (cost)/credit (12.6) 15.6 3.0
---------------------------------- --------- ------------ ------
Total (15.6) 13.1 (2.5)
---------------------------------- --------- ------------ ------
13. Notes to the cash flow statement
Reconciliation of loss before taxation to cash flows from operating
activities
26 weeks ended 26 weeks ended
29 Sept 2018 30 Sept 2017
GBPm GBPm
----------------------------------------------- -------------------------- -------------------------
Loss before taxation (2.2) (1.2)
Net finance cost 30.5 23.7
-------------------------- -------------------------
Operating profit 28.3 22.5
Depreciation of property, plant and equipment 8.4 8.1
Amortisation of intangible assets 17.8 18.0
Impairment of goodwill - 4.3
Loss/(gain) on disposal of property, plant
and equipment 0.3 (0.5)
Fair value movements on financial instruments (0.8) (0.9)
Equity settled employee incentive schemes 1.1 1.5
Increase in inventories (23.2) (18.7)
Decrease/(increase) in trade and other
receivables 9.0 (14.8)
(Decrease)/increase in trade and other
payables and provisions (1.7) 16.7
Movement in retirement benefit obligations (18.8) (18.8)
--------------------------
Cash generated from operations 20.4 17.4
----------------------------------------------- -------------------------- -------------------------
Analysis of movement in
borrowings
As at Cash flows Other As at
31 Mar 2018 non-cash 29 Sept
movements 2018
GBPm GBPm GBPm GBPm
-------------------------- --------------------- --------------------- --------------------- ---------------------
Bank overdrafts - - - -
Cash and bank deposits 23.6 (12.2) - 11.4
-------------------------- --------------------- --------------------- --------------------- ---------------------
Net cash and cash
equivalents 23.6 (12.2) - 11.4
Borrowings - revolving
credit
facilities - (25.0) - (25.0)
Borrowings - senior
secured
notes (535.0) 25.0 - (510.0)
Gross borrowings net of
cash(1) (511.4) (12.2) - (523.6)
Debt issuance costs 15.0 6.2 (7.1) 14.1
-------------------------- ---------------------
Total net borrowings(1) (496.4) (6.0) (7.1) (509.5)
-------------------------- --------------------- --------------------- --------------------- ---------------------
(1) Borrowings excludes derivative financial instruments.
14. Contingencies
There were no material contingent liabilities as at 29 September
2018 and 31 March 2018.
15. Related party transactions
The Group's related party transactions and relationships for the
52 weeks ended 31 March 2018 were disclosed on page 108 of the
annual report and accounts for the financial period ended 31 March
2018.
Transactions with associates and major shareholders during the
period are set out below.
26 weeks ended 26 weeks
ended
29 Sept 2018 30 Sept 2017
GBPm GBPm
-------------------- ----------------------- ------------------
Sale of goods:
- Hovis 0.1 0.2
Sale of services:
- Hovis 0.2 0.4
Total sales 0.3 0.6
-------------------- ----------------------- ------------------
Purchase of goods:
- Hovis 5.7 5.3
- Nissin 5.7 2.5
Total purchases 11.4 7.8
-------------------- ----------------------- ------------------
Nissin Foods Holding Co., Ltd. ('Nissin') is considered to be a
related party by virtue of its 19.56% (2017/18: 19.64%) equity
shareholding in Premier Foods plc and of its power to appoint a
member to the Board of directors. There have been recharges of
GBP0.1m (2017/18: GBP0.1m) in the period.
16. Subsequent events
On 26 October 2018, the High Court issued a judgment involving
the Lloyds Banking Group's defined benefit pension schemes. The
judgment concluded that the schemes be amended in order to equalise
benefits for men and women in relation to guaranteed minimum
pension benefits. The issues determined by the judgment arise in
relation to many other occupational pension schemes. The extent to
which the judgment will increase the liabilities of the Premier and
the RHM Pension Schemes and reduce the net accounting surplus of
GBP283m as at 29 September 2018 is under consideration. Any
adjustment necessary will be recognised by the Group in the second
half of the current financial year ending 30 March 2019.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR FFIEDEFASEFF
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