TIDMHFG
RNS Number : 5099Z
Hilton Food Group PLC
15 September 2022
15 September 2022
Hilton Food Group plc
Interim results for the 28 weeks to 17 July 2022
Driving long-term value during challenging times
Hilton Food Group plc, a leading international protein producer,
is pleased to announce its interim results for the 28 weeks to 17
July 2022.
Financial highlights:
-- Volumes 3.6% higher at 271,708 tonnes (2021: 262,222 tonnes)
-- Revenue up 20.4%(1) to GBP2.0bn (2021: GBP1.7bn) driven by
volume growth and raw material price inflation
-- Adjusted operating profit up 7.3%(1) to GBP41.2m (2021: GBP39.0m)
-- IFRS operating profit up 5.6% to GBP30.8m (2021: GBP29.2m)
-- Adjusted profit before tax 3.9% lower to GBP34.4m (2021:
GBP35.8m) impacted by higher interest costs
-- IFRS profit before tax 9.7% lower to GBP19.6m (2021: GBP21.7m)
-- Adjusted basic earnings per share down 12.0%(1) to 28.0p (2021: 32.4p)
-- IFRS basic earnings per share down 23.0% to 15.1p (2021: 19.6p)
-- Net bank debt increased to GBP221.0m (2021: GBP134.9m) following Foppen acquisition
-- Interim dividend of 7.1p (2021: 8.2p)
(1) On a constant currency basis
Strategic highlights:
1. Outstanding protein products
o Meat and seafood 3-year volume growth +10% per annum
o Vegan & vegetarian 3-year volume growth +40% per annum
o Added value easier meals 3-year volume growth +72% per
annum
2. Growing across international markets
o One year anniversary of new food park in New Zealand; facility
progressing well and production ramping up
o Rollout of food park prototype via agreement for new food park
in Sweden
o Growth in international scale through Foppen acquisition
entering US; integration progressing well
3. Prioritising industry-leading technology
o Investment in one of the leading UK cultured meat technology
ventures, Cellular Agriculture Ltd
o Growth and geographical diversification of Agito partnership
into Europe
o Increased ownership of Foods Connected to 65% further
strengthening technology and automation leadership
4. Delivered through the sustainable protein plan
o Continued progress made against all pillars in our ESG
strategy particularly through increased recycled content within our
packaging materials
Commenting on the results Chief Executive Philip Heffer
said:
"In the first half of the year Hilton has further strengthened
its position as the international protein partner of choice. We
have continued to focus on our strategy of diversification and
differentiation, driving a further increase in volumes, sales and
operating profit.
"At a time when inflationary headwinds have become more
pronounced, we have made further progress in broadening and
deepening our protein offer, while expanding our footprint across
international markets. At the same time, we have made ongoing
investment to ensure we lead in technology and automation, with
sustainability central to everything we do.
"Our acquisition of smoked salmon producer Foppen has taken us
into the US for the first time, and its integration into the Group
continues to progress well. Meanwhile, the success of our Food Park
in New Zealand has led to us agreeing to a new concept facility in
Sweden.
"Elsewhere, we are pleased to be investing in Cellular
Agriculture, a market leader in cultured meat, at a time when
interest in the category is gaining traction, not least given its
environmental benefits.
"In the current macroeconomic environment, Hilton has not been
immune from the impact of heightened inflation. While we remain
watchful of any near-term changes in consumer sentiment, we believe
that our international scale, strong customer relationships, and
diversified protein offer leaves us well-placed within a growing
global market."
Financial performance - overview:
2022 2021 Change
28 weeks 28 weeks Reported 1-year 3-year
to to constant constant
17 July 18 July currency currency
2022 2021
Volume (1) (tonnes) 271,708 262,222 3.6% 3.6% 12.0%
Revenue GBP2,038.7m GBP1,710.7m 19.2% 20.4% 31.0%
Adjusted results
(2)
Adjusted operating
profit GBP41.2m GBP39.0m 5.6% 7.3%
Adjusted profit before
tax GBP34.4m GBP35.8m -3.9% -2.5%
Adjusted basic earnings
per share 28.0p 32.4p -13.6% -12.0%
Adjusted EBITDA GBP66.6m GBP63.9m 4.3% 5.7%
IFRS results
Operating profit GBP30.8m GBP29.2m 5.6%
Profit before tax GBP19.6m GBP21.7m -9.7%
Basic earnings per
share 15.1p 19.6p -23.0%
Other measures
EBITDA GBP71.9m GBP71.7m 0.3%
Net bank debt (3) GBP221.0m GBP134.9m
Interim dividend 7.1p 8.2p -13.4%
Notes
1 Volume includes 50% share of the Dutch (2021 only) and Portuguese joint venture activities
2 Adjusted results represent the IFRS results before deduction
of acquisition intangibles amortisation and exceptional items and
also IFRS 16 lease adjustments as detailed in the Alternative
performance measures note 16. Unless otherwise stated financial
metrics in the Financial and strategic highlights, Review of
operations and Financial review refer to the adjusted results
3 Net bank debt represents borrowings less cash and cash equivalents excluding lease liabilities
Enquiries:
Hilton Food Group Tel: +44 (0) 1480 387214
Philip Heffer, Chief Executive Officer
Matt Osborne, Chief Financial Officer
Headland Consultancy Limited Tel: +44 (0) 20 3805 4822
Edward Young Email: hiltonfood@headlandconsultancy.com
Will Smith
Joanna Clark
This announcement contains inside information.
About Hilton
Hilton Food Group plc is a leading international multi-protein
producer, serving customers and retail partners across the world
with high quality meat, seafood, vegan and vegetarian foods and
meals. We are a business of over 6,000 employees, operating from 24
technologically advanced food processing, packing and logistics
facilities across 19 markets in Europe, Asia Pacific and North
America. For almost thirty years, our business has been built on
dedicated partnerships with our customers and suppliers, many
forged over several decades, and together we target long-term,
sustainable growth and shared value. We supply our customers with
high quality, traceable, and assured food products, with high
standards of technical excellence and expertise.
Cautionary statement
This interim management report contains forward-looking
statements. Such statements are based on current expectations and
assumptions and are subject to risk factors and uncertainties which
we believe are reasonable. Accordingly, Hilton's actual future
results may differ materially from the results expressed or implied
in these forward-looking statements. We do not undertake to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Alternative performance measures (APMs)
Hilton uses Alternative Performance Measures (APMs) to monitor
the underlying performance of the Group. Management considers that
APMs better reflect business performance and provide useful
information in line with how management monitor and manage the
business day-to-day.
Review of operations
The Group is presenting its interim results for the 28 week
period to 17 July 2022, together with comparative information for
the 28 weeks to 18 July 2021. These interim results are prepared in
accordance with UK-adopted International Accounting Standard 34 and
the Disclosure Guidance and Transparency Rules sourcebook of the
United Kingdom's Financial Conduct Authority. Unless otherwise
stated the financial metrics refer to the adjusted results.
Performance overview
During the period, Hilton made continued progress against its
stated ambition of becoming the international protein partner of
choice. This was achieved by the Group utilising its scale and
expertise to deepen existing customer relationships while creating
new partnerships with leading international retailers and food
service providers.
In the half the Group worked closely with its customers to
pursue both geographical expansion and range extension, underpinned
by continued investment in best-in-class technology and
automation.
Against the current macroeconomic backdrop, Hilton's position
was strengthened by its differentiated business model and
diversified product set across the proteins - in meat, seafood,
vegetarian, vegan, and easier meals.
Performance in the period saw revenue grow by 19.2% with volumes
3.6% higher including the new acquisitions Foppen, Dalco and
Fairfax Meadow as well as the new facility in New Zealand. Revenues
reflect significant raw material price inflation. Over a three-year
period revenue and volumes grew at an average 12.0% at constant
currency and 31.0% per year respectively. The operating margin was
2.0% (2021: 2.3%) impacted by the raw material price inflation
although the operating margin per kg increased to 15.2p per kg
(2021: 14.9p per kg).
Hilton's results, reported in Sterling, are sensitive to changes
in the value of Sterling compared to the range of overseas
currencies in which the Group trades. Over the 28 weeks to 17 July
2022 Sterling strengthened slightly on average compared with the
corresponding period in 2021 which has the effect of decreasing
revenues by 1.3%.
Europe
Operating profit of GBP31.6m (2021: GBP35.3m) on revenue of
GBP1,211.0m (2021: GBP1,076.1m)
This operating segment covers the Group's meat, fish and
vegetarian businesses and joint ventures in the UK, Holland,
Belgium, Ireland, Sweden, Denmark, Central Europe and Portugal. Our
products are sold in 14 countries across Europe.
Volumes were 1.7% higher including continued fresh food growth,
expansion into new geographies and new customer partnerships in
channels. Revenue increased by 14.7% on a constant currency basis
mainly due to raw material price inflation. Operating margins fell
to 2.6% (2021: 3.3%) with our Seafood business significantly
impacted by effects of the Ukraine conflict and wider inflationary
pressures as well as a short-term investment in price.
During the period Hilton increased its ownership of Hilton Food
Solutions from 55% to 65% which also made a 25% investment in A
Turner & Sons Sausage Ltd, a butcher products supplier.
In June 2021 the Group's facility in Belgium suffered an
extensive fire and we continue to work closely with insurers to
progress the related claims.
APAC
Operating profit of GBP13.0m (2021: GBP11.7m) on revenue of
GBP827.7m (2021: GBP634.6m)
In Australia, the Group operates plants in Bunbury, Western
Australia, Melbourne, Victoria and Brisbane, Queensland. A new
facility in New Zealand opened in July 2021.
Volumes during the period increased by 7.9% reflecting the New
Zealand start-up which continues to ramp up its operations.
Revenues were 30.1% higher on a constant currency basis reflecting
raw material inflation in addition to the higher volumes. Operating
margins were 1.6% (2021: 1.8%).
Strategic progress
We completed the acquisition of Foppen, a specialist smoked
salmon business with facilities in the Netherlands and Greece, in
March 2022 which enhances our existing fish portfolio and is an
entry point for us into the North American retail market.
We continue to develop and apply automation, robotics and
technology services and during the period Hilton's investment in
Foods Connected increased from 50% to 65%. Its software platform
offers end-to-end transparency in supply chains enabling more
effective and more agile decisions. Foods Connected continues to
grow and develop internationally is also diversifying into non-food
categories. We have also agreed a joint venture with Agito, an
Australian automation and technology solutions business, which
brings together excellence in automation and food service supply
chain expertise.
We are pleased to announce an agreement to invest in a leading
UK cultured meat technology venture, Cellular Agriculture Limited
("CellAg"). CellAg has pioneered the development of new technology
for the production of cultured meat at commercial scale and low
unit cost. This investment from Hilton will help CellAg develop
commercially scalable technology for cultured meat and gives Hilton
the right to subscribe to a majority shareholding. CellAg's core
technology sits at a footprint some 300 times smaller than
alternative bioprocess techniques and with a forecast 70% reduction
in operational cost. CellAg's ambition is to cement themselves as
the global technology solutions lead for the cultured meat
industry. Hilton's investment will be conditional on achieving
certain milestones in its technological development process.
CellAg's founders, CEO Illtud Dunsford and Chief Technology Officer
Professor Marianne Ellis, will continue to lead the company and
will retain material shareholdings.
We continue to make good progress through our sustainable
protein plan including the introduction of film with 30% recycled
content and pad-less liquid retaining packaging. We have also
introduced ESG performance metrics into our LTIP Scheme including
targets for Scope 1 & 2 energy efficiency, packaging recycled
content and food waste.
Investments in our facilities
Hilton continues to invest in all its facilities maintaining
state of the art levels required to service our customers' growth,
extend the range of products supplied to those customers and
deliver both first class service levels and further increases in
production efficiency. This investment ensures we can achieve low
unit costs and competitive selling prices at increasingly higher
levels of production throughput. Capital expenditure during the
period was GBP26.0m (2021: GBP27.0m) which included ongoing
investment technology and automation to drive processing efficiency
at our Seafood business and the commissioning of an air bridge in
Australia.
Outlook
While we benefit from the strength of our diversified business
model and continue to grow volumes internationally, Hilton has not
been immune from the impact of macroeconomic headwinds. Across our
markets, we have seen volumes come under pressure with the cost of
living increasing and consumers becoming ever more cost-conscious.
In our Seafood business these trends have been exacerbated with
world events leading to unprecedented raw material price
increases.
Given these factors, and combined with the impact of start-up
costs and rising interest rates, the Board now anticipates that
profitability for the year will be below expectations. However
despite these short-term challenges Hilton's well-invested
business, the recent acquisitions of Foppen, Dalco and Fairfax
Meadow and our investments in Agito, Foods Connected and Hilton
Food Solutions provide a strong platform for medium-term growth. We
continue to explore opportunities for both geographic expansion and
growth in our existing markets across the five pillars of our
proposition.
Financial review
Adjusted results represent the IFRS results before deduction of
acquisition intangibles amortisation, exceptional items and IFRS 16
lease adjustments. These adjustments are detailed in the
Alternative performance measures note 16. Unless otherwise stated
the financial metrics refer to the adjusted results.
Revenue increased by 19.2% to GBP2,038.7m (2021: GBP1,710.7m)
and by 20.4% on a constant currency basis reflecting higher volumes
and significant raw material price inflation. Further details of
revenue and volume growth by segment are detailed in the Review of
operations above.
Operating profit for the first 28 weeks of 2022 was GBP41.2m,
5.6% higher than in the previous year (2021: GBP39.0m) and 7.3%
higher on a constant currency basis including contributions from
the new acquisitions. The operating profit margin reduced to 2.0%
(2021: 2.3%) mainly due the significant raw material price
inflation as well as the impact of start-up costs. IFRS operating
profit for the first 28 weeks of 2022 was GBP30.8m (2021: GBP29.2m)
after charging exceptional costs of GBP3.2m (2021: GBP9.7m).
Net finance costs excluding exceptional items and lease interest
increased to GBP6.8m (2021: GBP3.2m) reflecting higher borrowings
following the Foppen acquisition and higher benchmark rates.
Interest cover was 6 times (2021: 12 times). IFRS net finance costs
were GBP11.2m (2021: GBP7.5m).
The taxation charge for the period was GBP8.4m (2021: GBP8.3m)
representing an effective underlying tax rate of 24.3%, compared
with 23.0% last year, which is due to the relatively higher profits
in the APAC region. The IFRS taxation charge was GBP5.0m (2021:
GBP4.6m) representing an effective underlying tax rate of 25.7%
(2021: 21.1%).
Net income, representing profit for the year attributable to
owners of the parent, of GBP25.0m was 6.0% lower than last year
(2021: GBP26.5m) reflecting increased operating profit but with
higher interest costs. IFRS net income was GBP13.5m (2021:
GBP16.1m).
Basic earnings per share of 28.0p in the first 28 weeks of 2022
were 12.0% below 32.4p last year at constant currency reflecting
the lower net income growth in operating profit and a higher
average number of issued shares. IFRS basic earnings per share was
similarly lower at 15.1p (2021: 19.6p).
EBITDA increased to GBP66.6m for the period (2021: GBP63.9m)
reflecting higher operating profit and depreciation. IFRS EBITDA
was GBP71.9m (2021: GBP71.7m).
In the first 28 weeks the Group absorbed GBP17.4m of cash
outflow before acquisitions and financing activities (2021: cash
inflow GBP0.7m). Net cash generated from operations of GBP8.5m
(2021: GBP28.3m) was impacted by the build-up of working capital
following the recent acquisitions.
Cash balances at 17 July 2022 were GBP96.9m, which net of
borrowings of GBP317.9m, resulted in higher net bank debt of
GBP221.0m (GBP134.9m at 18 July 2021 and GBP84.6m at 2 January
2022) following the Foppen acquisition. At 17 July 2022 the Group
had undrawn committed facilities under its syndicated banking
facilities of GBP99.8m (GBP96.8m at 2 January 2022). These banking
facilities are subject to covenants comprising net bank debt to
EBITDA and interest cover. The Group had significant headroom under
these covenants at 17 July 2022 of at least 75% for all these
metrics.
The Group has maintained a progressive dividend policy since
flotation. Hilton remains financially strong with significant cash
balances and undrawn loan facilities, and we continue to operate
well within our banking covenants. The Board is satisfied that the
Group has adequate headroom under its existing facilities, that it
is appropriate to continue to operate and to maintain this dividend
policy and have approved the payment of an interim dividend of 7.1p
per ordinary share (2021: 8.2p). This interim dividend amounting to
GBP6.4m will be paid on 2 December 2022 to shareholders on the
register at close of business on 4 November 2022.
Going concern
The Directors have performed a detailed assessment, including a
review of the Group's budget and forecasts for the 2022 financial
year and its longer term plans, including consideration of the
principal risks faced by the Group. The Group established business
continuity plans and flexible supply models in order to continue to
meet this increased demand. The resilience of the Group in the face
of challenges presented by the current economic uncertainty has
been assessed by applying significant downside sensitivities to the
Group's cash flow projections. Allowing for these sensitivities and
potential mitigating actions the Board is satisfied that the Group
is able to continue to operate well within its banking covenants
and has adequate headroom under its existing committed facilities
which do not expire until 2027. The Directors are satisfied that
the Company and the Group have adequate resources to continue to
operate and meet its liabilities as they fall due for the
foreseeable future, a period considered to be at least 12 months
from the date of signing these interim financial statements.
The Group's borrowings are detailed in note 12 to this report
and the principal banking facilities which support the Group's
existing and contracted new business are committed. The Group is in
full compliance with all its banking covenants and based on
forecasts and sensitized projections is expected to remain in
compliance. Future geographical expansion, which is not yet
contracted for, and which is not built into internal budgets and
forecasts, may require additional or extended banking facilities
and such future geographical expansion will depend on our ability
to negotiate appropriate additional or extended facilities as and
when required.
The financial position of the Group including its cash flows,
liquidity position and borrowings are described above, with its
business activities and the factors likely to affect its future
development, performance and position being covered in the Review
of operations. As at the date of this report the Directors have a
reasonable expectation that the Group has adequate resources and,
having reassessed the principal risks, consider it appropriate to
adopt the going concern basis of accounting in preparing the
interim financial statements.
The principal risks and uncertainties facing the Group's
businesses
Hilton has well developed processes and structures for
identifying and subsequently mitigating the key risks which the
Group faces. The most significant risks and uncertainties faced by
the Group, together with the Group's risk management processes are
detailed in the review of Risk management and principal risks on
pages 24 to 27 of the Hilton Food Group plc 2021 Annual report. The
principal risks and uncertainties identified in that report
were:
-- The Group strategy focuses on a small number of customers who
can exercise significant buying power and influence when it comes
to contractual renewal terms at 5 to 15 year intervals;
-- The Group's growth potential may be affected by the success
of its customers and the growth of their packed food sales;
-- The progress of the Group's business is affected by the
macroeconomic environment and levels of consumer spending which is
influenced by publicity including reports concerning risk of
consuming certain foods;
-- As Hilton continues to grow there is more reliance on key
personnel and their ability to manage growth, change, integration
and compliance across new legislative and regulatory environments.
This risk increases as the Group continues to expand with new
customers and into new territories either organically or through
acquisition with potentially greater reliance on stretched skilled
resource and execution of simultaneous growth projects;
-- The Group's business strength is affected by its ability to
maintain a wide and flexible global food supply base operating at
standards that can continuously achieve the specifications set by
Hilton and its customers;
-- Contamination within the supply chain including outbreaks of
disease and feed contaminants affecting livestock and fish;
-- Significant incidents such as fire, flood, pandemic or
interruption of supply of key utilities could impact the Group's
business continuity;
-- The Group's IT systems could be subject to cyber-attacks,
including ransomware and fraudulent external email activity. These
kinds of attacks are generally increasing in frequency and
sophistication;
-- A significant breach of health & safety legislation as
complexity increases in managing sites across different product
groups and geographies; and
-- The Group's business and supply chain is affected by climate
change risks comprising both physical and transition risks.
Physical risks include long-term rises in temperature and sea
levels as well as changes to the frequency and severity of extreme
weather events. Transition risks include policy changes,
reputational impacts, and shifts in market preferences and
technology.
Macroeconomic volatility
Increasing geopolitical and economic uncertainty has the
potential to impact our risk profile. We continue to monitor events
including the conflict in Ukraine and its impact on energy
availability and costs and on supply chains. This together with
other inflationary pressures are likely to influence political
developments including trade policy, interest rates and industrial
unrest. Hilton's Board and risk management structures provide
resilient and adaptable strategies to mitigate any potential impact
from these evolving risks.
Brexit
The UK and EU regulatory and trade environments continue to
evolve and our operational processes develop as required
particularly in relation to recruitment and retention strategies
and focus on technology and automation to reduce our risk
exposure.
The risks and uncertainties outlined above had no material
adverse impact on the results for the 28 weeks to 17 July 2022 and
are expected to remain virtually unchanged for the remainder of the
2022 financial year.
Philip Heffer
Chief Executive Officer
Matt Osborne
Chief Financial Officer
14 September 2022
Statement of Directors' responsibilities
The Directors confirm that the condensed consolidated interim
financial statements (the "interim financial statements") have been
prepared in accordance with UK-adopted International Accounting
Standard 34, 'Interim Financial Reporting' and the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's
Financial Conduct Authority and that the interim management report
includes a fair review of the information required by DTR 4.2.7 and
DTR 4.2.8, namely:
(a) an indication of important events that have occurred during
the first 28 weeks and their impact on the interim financial
statements, and a description of principal risks and uncertainties
for the remaining 24 weeks of the financial year; and
(b) material related party transactions in the first 28 weeks
and any material changes in related party transactions described in
the last annual report.
The Directors of Hilton Food Group plc are listed in the 2021
Hilton Food Group plc Annual report and financial statements.
Patricia Dimond joined the Board on 1 April 2022. On 24 May 2022
Nigel Majewski and John Worby stepped down from the Board and Matt
Osborne joined the Board. There have been no other changes in
Directors since 2 January 2022. A list of current Directors is
maintained on the Hilton Food Group plc website at
www.hiltonfoodgroupplc.com .
On behalf of the Board
Robert Watson OBE
Chairman
Matt Osborne
Chief Financial Officer
Condensed Consolidated Income statement
28 weeks ended 28 weeks ended
17 July 2022 18 July 2021
=========================================== ==== ============== ==============
Restated (note
2)
=========================================== ==== ============== ==============
Continuing operations Note GBP'000 GBP'000
=========================================== ==== ============== ==============
Revenue 4 2,038,674 1,710,672
=========================================== ==== ============== ==============
Cost of sales (1,851,250) (1,546,046)
------------------------------------------- ---- -------------- --------------
Gross profit 187,424 164,626
=========================================== ==== ============== ==============
Distribution costs (18,314) (12,986)
------------------------------------------- ---- -------------- --------------
Administrative expenses (135,849) (113,711)
=========================================== ==== ============== ==============
Exceptional items 5 (3,183) (9,721)
------------------------------------------- ---- -------------- --------------
Total administrative expenses (139,032) (123,432)
------------------------------------------- ---- -------------- --------------
Share of profit in joint venture 721 952
------------------------------------------- ---- -------------- --------------
Operating profit 4 30,799 29,160
------------------------------------------- ---- -------------- --------------
Finance income 19 11
------------------------------------------- ---- -------------- --------------
Finance costs (11,191) (7,519)
=========================================== ==== ============== ==============
Exceptional finance costs 5 (75) -
------------------------------------------- ---- -------------- --------------
Total finance costs (11,266) (7,519)
------------------------------------------- ---- -------------- --------------
Finance costs - net (11,247) (7,508)
------------------------------------------- ---- -------------- --------------
Profit before income tax 19,552 21,652
------------------------------------------- ---- -------------- --------------
Income tax expense (6,526) (6,997)
Exceptional tax credit 5 1,502 2,430
------------------------------------------- ---- -------------- --------------
Total income tax expense 6 (5,024) (4,567)
------------------------------------------- ---- -------------- --------------
Profit for the period 14,528 17,085
------------------------------------------- ---- -------------- --------------
Profit attributable to:
=========================================== ==== ============== ==============
Owners of the parent 13,455 16,076
=========================================== ==== ============== ==============
Non-controlling interests 1,073 1,009
------------------------------------------- ---- -------------- --------------
14,528 17,085
------------------------------------------- ---- -------------- --------------
Earnings per share for profit attributable
to owners of the parent
=========================================== ==== ============== ==============
- Basic (pence) 8 15.1 19.6
=========================================== ==== ============== ==============
- Diluted (pence) 8 14.9 19.3
------------------------------------------- ---- -------------- --------------
Condensed Consolidated Statement of comprehensive income
28 weeks ended 28 weeks ended
17 July 2022 18 July 2021
GBP'000 GBP'000
============================================ ============== ==============
Profit for the period 14,528 17,085
--------------------------------------------- -------------- --------------
Other comprehensive income/(expense)
Currency translation differences (714) (5,567)
============================================= ============== ==============
Gain on cash flow hedges 1,756 -
--------------------------------------------- -------------- --------------
Other comprehensive income/(expense) for
the period net of tax 1,042 (5,567)
--------------------------------------------- -------------- --------------
Total comprehensive income for the period 15,570 11,518
--------------------------------------------- -------------- --------------
Total comprehensive income attributable to:
============================================ ============== ==============
Owners of the parent 14,421 10,749
============================================= ============== ==============
Non-controlling interests 1,149 769
--------------------------------------------- -------------- --------------
15,570 11,518
-------------------------------------------- -------------- --------------
The notes form an integral part of these interim financial statements.
Condensed Consolidated Balance sheet
17 July 2022 18 July 2021 2 January 2022
Note GBP'000 GBP'000 GBP'000
================================= ==== ============ ============ ==============
Assets
================================= ==== ============ ============ ==============
Non-current assets
================================= ==== ============ ============ ==============
Property, plant and equipment 9 316,743 276,040 291,488
================================= ==== ============ ============ ==============
Lease: Right-of-use asset 9 222,218 218,530 222,004
================================= ==== ============ ============ ==============
Intangible assets 9 153,732 69,272 105,775
================================= ==== ============ ============ ==============
Investments 10 5,723 11,628 5,539
================================= ==== ============ ============ ==============
Trade and other receivables - - 2,239
================================= ==== ============ ============ ==============
Deferred income tax assets 12,224 6,345 6,952
--------------------------------- ---- ------------ ------------ --------------
710,640 581,815 633,997
--------------------------------- ---- ------------ ------------ --------------
Current assets
================================= ==== ============ ============ ==============
Inventories 176,259 112,767 156,517
================================= ==== ============ ============ ==============
Trade and other receivables 260,079 225,700 230,388
================================= ==== ============ ============ ==============
Current income tax assets 6,484 2,982 5,212
================================= ==== ============ ============ ==============
Other financial asset - - 1,140
================================= ==== ============ ============ ==============
Derivative financial instruments 15 4,540 - -
================================= ==== ============ ============ ==============
Cash and cash equivalents 96,864 96,126 140,170
--------------------------------- ---- ------------ ------------ --------------
544,226 437,575 533,427
--------------------------------- ---- ------------ ------------ --------------
Total assets 1,254,866 1,019,390 1,167,424
--------------------------------- ---- ------------ ------------ --------------
Equity and liabilities
================================= ==== ============ ============ ==============
Equity
================================= ==== ============ ============ ==============
Ordinary Share capital 13 8,938 8,215 8,893
================================= ==== ============ ============ ==============
Share premium 143,714 67,335 142,043
================================= ==== ============ ============ ==============
Employee share schemes reserve 6,405 7,175 6,990
================================= ==== ============ ============ ==============
Foreign currency translation
reserve (2,896) (707) (2,106)
================================= ==== ============ ============ ==============
Retained earnings 170,761 162,122 176,449
================================= ==== ============ ============ ==============
Reverse acquisition reserve (31,700) (31,700) (31,700)
================================= ==== ============ ============ ==============
Merger reserve 919 919 919
================================= ==== ============ ============ ==============
Cashflow hedge reserve 1,756 - -
================================= ==== ============ ============ ==============
Own shares - (1,527) (87)
--------------------------------- ---- ------------ ------------ --------------
Equity attributable to owners
of the parent 297,897 211,832 301,401
================================= ==== ============ ============ ==============
Non-controlling interests 6,157 6,126 6,548
--------------------------------- ---- ------------ ------------ --------------
Total equity 304,054 217,958 307,949
--------------------------------- ---- ------------ ------------ --------------
Liabilities
================================= ==== ============ ============ ==============
Non-current liabilities
================================= ==== ============ ============ ==============
Borrowings 12 287,460 190,153 -
================================= ==== ============ ============ ==============
Lease liabilities 236,202 226,085 228,977
================================= ==== ============ ============ ==============
Deferred income tax liabilities 12,939 1,446 4,132
--------------------------------- ---- ------------ ------------ --------------
536,601 417,684 233,109
--------------------------------- ---- ------------ ------------ --------------
Current liabilities
================================= ==== ============ ============ ==============
Borrowings 12 30,389 40,829 224,732
================================= ==== ============ ============ ==============
Lease liabilities 12,647 10,679 14,419
================================= ==== ============ ============ ==============
Trade and other payables 371,175 332,240 387,215
================================= ==== ============ ============ ==============
414,211 383,748 626,366
--------------------------------- ---- ------------ ------------ --------------
Total liabilities 950,812 801,432 859,475
--------------------------------- ---- ------------ ------------ --------------
Total equity and liabilities 1,254,866 1,019,390 1,167,424
--------------------------------- ---- ------------ ------------ --------------
The notes form an integral part of these interim financial statements.
Condensed Consolidated Statement of changes in equity
Attributable to owners of the parent
====================================================================================================
Employee Foreign
share currency Reverse Cashflow
Share Share schemes translation Retained acquisition Merger hedge Own Non-controlling Total
capital premium reserve reserve earnings reserve reserve reserve shares Total interests equity
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
================ ==== ======= ======= ======== =========== ======== =========== ======= ======== ======= ======== =============== ========
Balance at 4
January 2021 8,194 65,619 6,123 4,620 161,607 (31,700) 919 - - 215,382 6,556 221,938
---------------- ---- ------- ------- -------- ----------- -------- ----------- ------- -------- ------- -------- --------------- --------
Comprehensive
income
================ ==== ======= ======= ======== =========== ======== =========== ======= ======== ======= ======== =============== ========
Profit for the
period - - - - 16,076 - - - - 16,076 1,009 17,085
================ ==== ======= ======= ======== =========== ======== =========== ======= ======== ======= ======== =============== ========
Other
comprehensive
income
================ ==== ======= ======= ======== =========== ======== =========== ======= ======== ======= ======== =============== ========
Currency
translation
differences - - - (5,327) - - - - - (5,327) (240) (5,567)
---------------- ---- ------- ------- -------- ----------- -------- ----------- ------- -------- ------- -------- --------------- --------
Total
comprehensive
income - - - (5,327) 16,076 - - - - 10,749 769 11,518
---------------- ---- ------- ------- -------- ----------- -------- ----------- ------- -------- ------- -------- --------------- --------
Transactions
with owners
================ ==== ======= ======= ======== =========== ======== =========== ======= ======== ======= ======== =============== ========
Issue of new
shares 13 21 1,716 - - - - - - - 1,737 - 1,737
================ ==== ======= ======= ======== =========== ======== =========== ======= ======== ======= ======== =============== ========
Purchase of
shares for
employee
share plans - - - - - - - - (2,278) (2,278) - (2,278)
================ ==== ======= ======= ======== =========== ======== =========== ======= ======== ======= ======== =============== ========
Adjustment in
respect of
employee
share schemes - - 1,803 - - - - - - 1,803 - 1,803
---------------- ---- ------- ------- -------- ----------- -------- ----------- ------- -------- ------- -------- --------------- --------
Settlement of
employee share
schemes - - (751) - - - - - 751 - - -
---------------- ---- ------- ------- -------- ----------- -------- ----------- ------- -------- ------- -------- --------------- --------
Dividends paid 7 - - - - (15,561) - - - - (15,561) (1,199) (16,760)
---------------- ---- ------- ------- -------- ----------- -------- ----------- ------- -------- ------- -------- --------------- --------
Total
transactions
with owners,
recognised
directly
in equity 21 1,716 1,052 - (15,561) - - - (1,527) (14,299) (1,199) (15,498)
---------------- ---- ------- ------- -------- ----------- -------- ----------- ------- -------- ------- -------- --------------- --------
Balance at 18
July 2021 8,215 67,335 7,175 (707) 162,122 (31,700) 919 - (1,527) 211,832 6,126 217,958
---------------- ---- ------- ------- -------- ----------- -------- ----------- ------- -------- ------- -------- --------------- --------
Balance at
3 January 2022 8,893 142,043 6,990 (2,106) 176,449 (31,700) 919 - (87) 301,401 6,548 307,949
---------------- ---- ------- ------- -------- ----------- -------- ----------- ------- -------- ------- -------- --------------- --------
Comprehensive
income
================ ==== ======= ======= ======== =========== ======== =========== ======= ======== ======= ======== =============== ========
Profit for
the period - - - - 13,455 - - - - 13,455 1,073 14,528
================ ==== ======= ======= ======== =========== ======== =========== ======= ======== ======= ======== =============== ========
Other
comprehensive
income
================ ==== ======= ======= ======== =========== ======== =========== ======= ======== ======= ======== =============== ========
Currency
translation
differences - - - (790) - - - - - (790) 76 (714)
================ ==== ======= ======= ======== =========== ======== =========== ======= ======== ======= ======== =============== ========
Gain on cash
flow hedging - - - - - - - 1,756 - 1,756 - 1,756
---------------- ---- ------- ------- -------- ----------- -------- ----------- ------- -------- ------- -------- --------------- --------
Total
comprehensive
income - - - (790) 13,455 - - 1,756 - 14,421 1,149 15,570
---------------- ---- ------- ------- -------- ----------- -------- ----------- ------- -------- ------- -------- --------------- --------
Transactions
with
non-controlling
interests - - - - - - - - - - (349) (349)
================ ==== ======= ======= ======== =========== ======== =========== ======= ======== ======= ======== =============== ========
Issue of new
shares 13 17 1,671 - - - - - - - 1,688 - 1,688
================ ==== ======= ======= ======== =========== ======== =========== ======= ======== ======= ======== =============== ========
Adjustment
in respect of
employee share
schemes - - (470) - - - - - - (470) - (470)
================ ==== ======= ======= ======== =========== ======== =========== ======= ======== ======= ======== =============== ========
Settlement
of employee
share schemes 28 - (115) - - - - - 87 - - -
================ ==== ======= ======= ======== =========== ======== =========== ======= ======== ======= ======== =============== ========
Dividends paid 7 - - - - (19,143) - - - - (19,143) (1,191) (20,334)
---------------- ---- ------- ------- -------- ----------- -------- ----------- ------- -------- ------- -------- --------------- --------
Total
transactions
with owners,
recognised
directly
in equity 45 1,671 (585) - (19,143) - - - 87 (17,925) (1,540) (19,465)
---------------- ---- ------- ------- -------- ----------- -------- ----------- ------- -------- ------- -------- --------------- --------
Balance at
17 July 2022 8,938 143,714 6,405 (2,896) 170,761 (31,700) 919 1,756 - 297,897 6,157 304,054
---------------- ---- ------- ------- -------- ----------- -------- ----------- ------- -------- ------- -------- --------------- --------
The notes form an integral part of these interim financial
statements .
Condensed Consolidated Cash flow statement
28 weeks ended 28 weeks ended
17 July 2022 18 July 2021
GBP'000 GBP'000
============================================= ============== ==============
Cash flows from operating activities
============================================= ============== ==============
Cash generated from operations 27,975 48,596
============================================== ============== ==============
Interest paid (11,249) (7,508)
============================================== ============== ==============
Income tax paid (8,359) (12,768)
---------------------------------------------- -------------- --------------
Net cash generated from operating activities 8,367 28,320
---------------------------------------------- -------------- --------------
Cash flows from investing activities
============================================= ============== ==============
Acquisition of subsidiary, net of cash and
debt (81,821) -
============================================== ============== ==============
Purchase of non-controlling interest (1,207) -
============================================== ============== ==============
Settlement of deferred consideration - (2,500)
============================================== ============== ==============
Purchases of property, plant and equipment (25,494) (26,237)
============================================== ============== ==============
Proceeds from sale of property, plant and
equipment 48 41
============================================== ============== ==============
Purchases of intangible assets (447) (785)
============================================== ============== ==============
Dividends received from joint venture - 1,823
============================================== ============== ==============
Interest received 2 -
--------------------------------------------- -------------- --------------
Net cash used in investing activities (108,919) (27,658)
---------------------------------------------- -------------- --------------
Cash flows from financing activities
============================================= ============== ==============
Proceeds from borrowings 313,618 16,815
============================================== ============== ==============
Repayments of borrowings (228,565) (24,030)
============================================== ============== ==============
Payment of lease liabilities (7,651) (1,290)
============================================== ============== ==============
Issue of ordinary shares - 1,737
============================================== ============== ==============
Purchase of own shares - (2,278)
============================================== ============== ==============
Dividends paid to owners of the parent (19,143) (15,561)
============================================== ============== ==============
Dividends paid to non-controlling interests (1,191) (1,199)
---------------------------------------------- -------------- --------------
Net cash generated from/(used in) financing
activities 57,068 (25,806)
---------------------------------------------- -------------- --------------
Net decrease in cash and cash equivalents (43,484) (25,144)
============================================== ============== ==============
Cash and cash equivalents at beginning of
the period 140,170 123,816
============================================== ============== ==============
Exchange gains/(losses) on cash and cash
equivalents 178 (2,546)
---------------------------------------------- -------------- --------------
Cash and cash equivalents at end of the
period 96,864 96,126
---------------------------------------------- -------------- --------------
The notes form an integral part of these interim financial statements.
Notes to the interim financial statements
1 General information
Hilton Food Group plc ("the Company") and its subsidiaries
(together "the Group") is a leading international multi-protein
food business.
The Company is a public company limited by shares incorporated
and domiciled in the UK. The address of the registered office is
2-8 The Interchange, Latham Road, Huntingdon, Cambridgeshire PE29
6YE. The registered number of the Company is 06165540.
The Company maintains a Premium Listing on the London Stock
Exchange.
These interim financial statements were approved for issue on 14
September 2022.
These interim financial statements do not comprise statutory
accounts within the meaning of Section 434 of the Companies Act
2006. Statutory accounts for the 52 weeks ended 2 January 2022 were
approved by the Board of Directors on 5 April 2022 and delivered to
the Registrar of Companies. The report of the auditors on those
accounts was unqualified, did not contain an emphasis of matter
paragraph and did not contain any statement under Section 498 of
the Companies Act 2006.
These interim financial statements have been reviewed, not
audited.
2 Basis of preparation
This consolidated interim financial report for the 28 weeks
ended 17 July 2022 have been prepared in accordance with the
UK-adopted International Accounting Standard 34, 'Interim Financial
Reporting' and the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom's Financial Conduct Authority.
Going concern
The consolidated interim financial statements have been prepared
on the going concern basis. The Group has undertaken a detailed
going concern assessment, including a review of its budget and
forecasts for the 2022 financial year and its longer term plans,
including consideration of the principal risks faced by the Group.
The resilience of the Group in the face of uncertain challenges has
then been assessed by applying significant downside sensitivities
to the Group's cash flow projections. Allowing for these
sensitivities and potential mitigating actions the Board is
satisfied that the Group is able to continue to operate well within
its banking covenants and has adequate headroom under its existing
committed facilities. The Directors are satisfied that the Group
has adequate resources to continue to operate and meet its
liabilities as they fall due for a period of at least 12 months
from the date of signing these interim financial statements and
therefore consider it appropriate to adopt the going concern basis
of accounting in preparing the consolidated interim financial
statements.
Estimates
The preparation of interim financial statements requires
management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported
amounts of assets and liabilities, income and expense. Actual
results may differ from these estimates.
In preparing these interim financial statements, the significant
judgements made by management in applying the Group's accounting
policies and the key sources of estimation uncertainty were, the
same as those that applied to the consolidated financial statements
for the 52 weeks ended 2 January 2022.
New and amended standards adopted by the Group
A number of new or amended standards became applicable for the
current reporting period. The Group did not have to change its
accounting policies or make retrospective adjustments as a result
of adopting these standards.
Prior year restatement
Following a review of expense classification, the Group has
reclassified depreciation relating to buildings, plant and
machinery from administration expenses to cost of sales as these
assets are directly involved in production. As a result, the Group
has restated the comparative figures for this reclassification. The
restatement has no impact on operating profit and results in gross
margin decreasing in PY by GBP28,553,000.
3 Accounting policies
The accounting policies adopted in the preparation of these
interim results are consistent with those applied in the
preparation of the Group's annual report for the year ended 2
January 2022 and corresponding interim reporting period.
The Group has recognised exceptional items during the period,
the accounting policies in respect of these is summarised
below.
Exceptional items
Exceptional items are not defined under IFRS. However, the Group
classifies Exceptional Items as those that are separately
identifiable by virtue of their size, nature or expected frequency
and that therefore warrant separate presentation.
As detailed in note 5 during the period to 17 July 2022 the
Group has recognised exceptional items in respect of costs
associated with the fire at its facility in Belgium, acquisition
related costs, cost of re-organisation programs and the gain
recognised following the acquisition of a further 15% interest in
its Foods Connected joint venture. The income statement separately
shows the impact of the exceptional items on reported operating
profit with further reconciliations between statutory and adjusted
measures used by the Group presented in note 16. Presentation of
these exceptional items and the reconciliations between adjusted
and statutory measures is not intended to be a substitute for or
intended to promote the adjusted measures above statutory
measures.
Current income tax
Taxes on income in the interim periods are accrued using the tax
rate that would be applicable to expected total annual
earnings.
FX Instruments
The Group holds a number of foreign currency options/forwards
which are carried at fair value.
4 Segment information
Management have determined the operating segments based on the
reports reviewed by the Executive Directors that are used to make
strategic decisions.
The Executive Directors have considered the business from both a
geographic and product perspective.
From a geographic perspective, the Executive Directors consider
that the Group has eight operating segments: i) United Kingdom; ii)
Netherlands; iii) Republic of Ireland; iv) Sweden; v) Denmark; vi)
Central Europe including Poland, Czech Republic, Hungary, Slovakia,
Latvia, Lithuania and Estonia; vii) Portugal and viii) Australasia
(has been renamed to APAC) and ix) Central costs. The United
Kingdom, Netherlands, Republic of Ireland, Sweden, Denmark, Central
Europe and Portugal have been aggregated into one reportable
segment, 'Europe' as they have similar economic characteristics as
identified in IFRS 8. APAC and Central costs comprise the other
reportable segments.
From a product perspective the Executive Directors consider that
the Group has only one identifiable product, wholesaling of food
protein products including meat, fish and vegetarian. The Executive
Directors consider that no further segmentation is appropriate, as
all of the Group's operations are subject to similar risks and
returns and exhibit similar long term financial performance.
The segment information provided to the Executive Directors for the reportable
segments is as follows:
Operating
Total segment profit/(loss)
revenue segment result
GBP'000 GBP'000
=================================== ============ ================ ==================
28 weeks ended 17 July
2022
=================================== ============ ================ ==================
Europe 1,211,004 17,380
==================================== ============ ================ ==================
APAC 827,670 14,176
==================================== ============ ================ ==================
Central costs - (757)
------------------------------------ ------------ ---------------- ------------------
Total 2,038,674 30,799
------------------------------------ ------------ ---------------- ------------------
28 weeks ended 18 July
2021
=================================== ============ ================ ==================
Europe 1,076,072 24,687
==================================== ============ ================ ==================
APAC 634,600 12,452
==================================== ============ ================ ==================
Central costs - (7,979)
------------------------------------ ------------ ---------------- ------------------
Total 1,710,672 29,160
------------------------------------ ------------ ---------------- ------------------
The Group uses a number of alternative performance measures to assess underlying
performance, these are explained and reconciled to the segmental results
presented above in note 16. There is no inter-segment revenue included
in the figures above
17 July 18 July 3 January
2022 2021 2022
GBP'000 GBP'000 GBP'000
=================================== ============ ================ ==================
Total assets
=================================== ============ ================ ==================
Europe 738,247 561,288 643,157
==================================== ============ ================ ==================
APAC 481,656 427,255 462,556
==================================== ============ ================ ==================
Central costs 16,255 21,520 49,547
------------------------------------ ------------ ---------------- ------------------
Total segment assets 1,236,158 1,010,063 1,155,260
==================================== ============ ================ ==================
Current income tax assets 6,484 2,982 5,212
==================================== ============ ================ ==================
Deferred income tax assets 12,224 6,345 6,952
------------------------------------ ------------ ---------------- ------------------
Total assets per balance
sheet 1,254,866 1,019,390 1,167,424
------------------------------------ ------------ ---------------- ------------------
17 July 18 July 3 January
2022 2021 2022
GBP'000 GBP'000 GBP'000
================================ ======= ======= =========
Total liabilities
================================ ======= ======= =========
Europe 337,725 309,009 346,403
================================= ======= ======= =========
APAC 427,508 398,945 419,611
================================= ======= ======= =========
Central costs 172,640 92,032 89,329
--------------------------------- ------- ------- ---------
Total segment liabilities 937,873 799,986 855,343
================================= ======= ======= =========
Deferred income tax liabilities 12,939 1,446 4,132
--------------------------------- ------- ------- ---------
Total Liabilities per balance
sheet 950,812 801,432 859,475
--------------------------------- ------- ------- ---------
There are no significant seasonal fluctuations.
5 Exceptional items
28 weeks ended 18 July
28 weeks ended 17 July 2022 2021
Operating Finance Tax Profit Operating Tax Profit
profit costs after profit after
tax tax
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------- --------- ------- ------- ------- --------- ------- -------
Belgium fire 3,815 - (954) 2,861 9,721 (2,430) 7,291
------------------------------- --------- ------- ------- ------- --------- ------- -------
Acquisition of Foods Connected (3,876) - - (3,876) - - -
------------------------------- --------- ------- ------- ------- --------- ------- -------
Acquisition related costs 1,204 75 (229) 1,050 - - -
------------------------------- --------- ------- ------- ------- --------- ------- -------
Reorganisation costs 2,040 - (319) 1,721 - - -
------------------------------- --------- ------- ------- ------- --------- ------- -------
Total exceptional costs 3,183 75 (1,502) 1,756 9,721 (2,430) 7,291
------------------------------- --------- ------- ------- ------- --------- ------- -------
Fire in Belgium
In June 2021 the Group's facility in Belgium suffered an
extensive fire. The Group continues to work closely with its
insurers to progress related insurance claims. The results for the
period to 17 July 2022 do not include potential income that may be
received in respect of these claims with the insurance proceeds
therefore considered to be contingent assets; at this stage in the
claims process the value of the contingent asset has yet to be
determined. Legal claims have been made against the Group in
connection with the fire, however at this stage the Group considers
the likelihood of incurring financial liabilities as a result of
them is remote.
Exceptional costs totalling GBP3,815,000 have been recognised in
the period relating to additional costs incurred in continuing to
operate in Belgium and in connection with the insurance claim and
legal claims. An exceptional tax credit of GBP954,000 has been
recognised in respect of these costs.
In the prior period an exceptional impairment totalling
GBP9,721,000 was recognised in respect of assets that were
destroyed by the fire. The impairment recognised included
GBP6,443,000 recognised in respect of property, plant and
equipment, GBP2,260,000 recognised in respect of leased right-of
use assets and GBP1,018,000 of costs relating, primarily, to the
inventory that was destroyed.
Impact of acquisition of Foods Connected Limited
On 7 July 2022 the Group acquired a further 15% interest in
Foods Connected Limited taking its total holding to 65% (see note
11) and the financial position and performance of the business was
fully consolidated from this date. The Group's existing joint
venture interest was effectively disposed of at this date with an
exceptional gain of GBP3,876,000, being the difference between the
carrying value and fair value of the joint venture interest,
recognised.
Reorganisation Costs
During the period exceptional reorganisation costs of
GBP2,040,000 have been recognised by the Group. These costs
resulted from on-going efficiency and restructuring programs
resulting in redundancies at a number of facilities operated by the
Group. An exceptional tax credit of GBP319,000 has been recognised
in respect of these costs.
Acquisition Costs
During the year the Group has recognised exceptional acquisition
costs for Foppen in respect legal and professional fees and other
related costs of GBP1,204,000. A further GBP75,000 of exceptional
finance costs have been recognised related to short term
acquisition bridge financing. An exceptional tax credit of
GBP229,000 has been recognised in respect of these costs.
6 Income tax expense
Income tax expense is recognised based on management's best
estimate of the weighted average annual income tax rate expected
for the full financial year. The estimated average annual tax rate
used for the 28 weeks to 17 July 2022 is 25.7%. The estimated
average annual effective tax rate for the 28 weeks ended 18 July
2021 was 21.1%.
7 Dividends
28 weeks ended 28 weeks ended
17 July 2022 18 July 2021
GBP'000 GBP'000
==================================================== ============== ==============
Final dividend paid 21.5p per ordinary share (2021:
19.0p) 19,143 15,561
---------------------------------------------------- -------------- --------------
Total dividends paid 19,143 15,561
---------------------------------------------------- -------------- --------------
The Directors have approved the payment of an interim dividend
of 7.1p per share payable on 2 December 2022 to shareholders who
are on the register at 4 November 2022. This interim dividend,
amounting to GBP6.4m has not been recognised as a liability in
these interim financial statements. It will be recognised in
shareholders' equity in the 52 weeks to 1 January 2023.
8 Earnings per share
Basic earnings per share are calculated by dividing the profit
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the period.
Diluted earnings per share are calculated by adjusting the
weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. The Company
has share options for which a calculation is done 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 subscription
rights attached to outstanding share options. The number of shares
calculated as below is compared with the number of shares that
would have been issued assuming the exercise of the share
options.
28 weeks ended 28 weeks ended
17 July 2022 18 July 2021
Basic Diluted Basic Diluted
====================================== ============ ======= ======= ======= =======
Profit attributable to equity holders
of the Company (GBP'000) 13,455 13,455 16,076 16,076
-------------------------------------- ------------ ------- ------- ------- -------
Weighted average number of ordinary
shares in issue (thousands) 89,002 89,002 81,830 81,830
====================================== ============ ======= ======= ======= =======
Adjustment for share options (thousands) - 1,221 - 1,447
-------------------------------------- ------------ ------- ------- ------- -------
Adjusted weighted average number of
ordinary shares (thousands) 89,002 90,223 81,830 83,277
-------------------------------------- ------------ ------- ------- ------- -------
Basic and diluted earnings per share (pence) 15.1 14.9 19.6 19.3
-------------------------------------- ------------ ------- ------- ------- -------
9 Property, plant and equipment, right-of-use and intangible assets
Property, Lease: Right-of-use Intangible
plant and equipment asset assets
GBP'000 GBP'000 GBP'000
======================================== ==================== =================== ==========
28 weeks ended 18 July 2021
======================================== ==================== =================== ==========
Opening net book amount as at 4 January
2021 290,846 235,135 70,071
======================================== ==================== =================== ==========
Exchange adjustments (10,088) (9,272) 23
======================================== ==================== =================== ==========
Additions 26,237 2,928 785
======================================== ==================== =================== ==========
Disposals (41) - -
======================================== ==================== =================== ==========
Lease modifications - (293) -
======================================== ==================== =================== ==========
Depreciation and amortization (24,471) (7,708) (1,607)
======================================== ==================== =================== ==========
Exceptional item (6,443) (2,260) -
---------------------------------------- -------------------- ------------------- ----------
Closing net book amount as at 18 July
2021 276,040 218,530 69,272
---------------------------------------- -------------------- ------------------- ----------
28 weeks ended 17 July 2022
======================================== ==================== =================== ==========
Opening net book amount as at 3 January
2022 291,488 222,004 105,775
======================================== ==================== =================== ==========
Exchange adjustments 7,996 2,994 175
======================================== ==================== =================== ==========
Acquisition of subsidiaries 16,992 3,214 50,851
======================================== ==================== =================== ==========
Additions 25,494 4,376 447
======================================== ==================== =================== ==========
Disposals (109) - -
======================================== ==================== =================== ==========
Lease modifications - 38 -
======================================== ==================== =================== ==========
Fair value adjustments (note 11) 1,841 - 1,392
======================================== ==================== =================== ==========
Depreciation and amortisation (26,959) (10,408) (4,908)
======================================== ==================== =================== ==========
Closing net book amount as at 17 July
2022 316,743 222,218 153,732
---------------------------------------- -------------------- ------------------- ----------
The Group has commitments to purchase property, plant and equipment
of GBP11,557,000.
10 Investments
Investments in joint ventures
28 weeks ended 28 weeks ended 52 weeks ended
17 July 18 July 2 January
2022 2021 2022
GBP'000 GBP'000 GBP'000
---------------------------------------- -------------- -------------- --------------
At the beginning of the period 5,539 12,622 12,622
---------------------------------------- -------------- -------------- --------------
Acquisitions 1,190 - -
---------------------------------------- -------------- -------------- --------------
Profit for the period 721 952 1,925
---------------------------------------- -------------- -------------- --------------
Disposal of investment (note 11) (1,750) - (6,551)
---------------------------------------- -------------- -------------- --------------
Dividends received - (1,823) (2,273)
---------------------------------------- -------------- -------------- --------------
Effect of movements in foreign exchange 23 (123) (184)
---------------------------------------- -------------- -------------- --------------
At the end of the period 5,723 11,628 5,539
---------------------------------------- -------------- -------------- --------------
On 6 January 2022 the Group acquired a 50% interest in Agito Group Pty
Ltd for a consideration of GBP1.2m. Agito is an automation solutions provider
based in Australia.
On 7 July 2022 the Group acquired a further 15% interest in Foods Connected
Limited, taking its total holding to 65%, (see note 16). From this date
the financial position and performance of Foods Connected was fully consolidated
and the joint venture interest was effectively disposed of resulting in
a gain of GBP3,876,000.
11 Business combinations
Foppen Foods Connected
Group B.V. Limited
Group GBP'000 GBP'000
-------------------------------------------- ----------- ---------------
Property, plant and equipment 16,921 71
-------------------------------------------- ----------- ---------------
Intangibles - 2,285
-------------------------------------------- ----------- ---------------
Brand and customer relationship intangibles 30,992 -
============================================ =========== ===============
Lease: Right-of-use asset 3,214 -
============================================ =========== ===============
Inventories 22,580 -
============================================ =========== ===============
Trade and other receivables 13,555 1,231
============================================ =========== ===============
Derivative financial instruments 2,785 -
============================================ =========== ===============
Cash and cash equivalents - 230
============================================ =========== ===============
Trade and other payables (16,542) (1,496)
============================================ =========== ===============
Borrowings (56,937) -
============================================ =========== ===============
Lease liabilities (3,214) -
============================================ =========== ===============
Deferred tax - (14)
============================================ =========== ===============
Goodwill 11,760 5,814
-------------------------------------------- ----------- ---------------
Fair value of assets acquired 25,114 8,121
-------------------------------------------- ----------- ---------------
Consideration:
-------------------------------------------- ----------- ---------------
Paid on completion 25,114 -
============================================ =========== ===============
Issue of shares - 1,688
============================================ =========== ===============
Non-controlling interest - 807
============================================ =========== ===============
Deemed fair value of existing 50% interest - 5,626
-------------------------------------------- ----------- ---------------
25,114 8,121
-------------------------------------------- ----------- ---------------
2022
On 16 March 2022 the Group acquired 100% of the share capital of
Dutch Seafood Company BV (Foppen Group BV), a leading international
producer of speciality smoked salmon products.
On 7 July 2022 the Group completed the purchase of an additional
15% of Foods Connected taking its interest from 50% to 65%. Foods
connected provides Software Solutions for Supply Chain,
Procurement, Food Safety, Quality and CSR.
Foppen Group BV
The acquisition of Foppen Group BV improves the access for
Hilton to the specialised smoked salmon market with a presence in
the USA, Canada, Netherlands and Greece. The additional markets
provide an opportunity for the Group to diversify its geographic
presence whilst leveraging best practices and cost savings with the
existing UK Seafood business.
Consideration for the acquisition of Foppen totalled
GBP25,114,000 paid entirely in cash.
Customer relationship intangibles have been recognised and
relate to the supply agreements and long-standing relationships
that Foppen has with its customers. Brand intangibles have been
recognised in respect of the Foppen trading name and other brands
employed by the business. The provisional fair value of these
intangible assets of GBP30,992,000 has been aggregated as they are
considered to be linked with their value each dependent on the
other and will be amortised over their useful economic lives of
5-10 years.
The value of other assets and liabilities reflect the amounts
expected to be realised or paid respectively.
Goodwill of GBP11,760,000 has provisionally been recognised
however, the conclusion of the ongoing work in respect of the
valuation of tangible and intangible fixed assets acquired is
expected to result in an additional adjustment to the value
currently being recognised. Residual goodwill is expected to mainly
relate to the strategic benefits for Hilton of diversifying its
product and geographic portfolio.
As a result of the timing of completion of the acquisition, fair
values presented for the Foppen acquisition reflect the initial
assessment of fair value and remain subject to amendment for one
year from the date of acquisition.
In the year the Group has recognised exceptional
acquisition-related costs of GBP1,204,000 in respect of legal and
professional and other related activities associated with
acquisition activity.
Foods Connected Ltd
Consideration for the acquisition of the 15% interest in Foods
Connected totalled GBP1,688,000 comprised of Hilton Food Group plc
shares. The acquisition of Foods Connected provides an opportunity
to deliver growth through new customer agreements with retailers
and manufacturers across Europe and Australia and provides HFG
control over the business.
As a result of the acquisition, and to allow full consolidation
of Foods Connected as a subsidiary the Group has recognised an
exceptional gain of GBP3,876,000 being the difference between the
carrying value of its joint venture interest at the date of
acquisition and its fair value.
Due to the timing of completion of the acquisition, the exercise
to assess the fair values of assets and liabilities acquired is
ongoing and therefore amounts presented above are provisional and
expected to change.
The provisional fair values of intangible assets disclosed above
is the book value recognised by Foods Connected at the date of
acquisition. A review of the value of intellectual property is
currently being undertaken by qualified valuers and once concluded
is expected to give rise to adjustments to the fair value
recognised.
An exercise is also underway to establish the fair value of
Foods Connected customer relationships.
Goodwill of GBP5,814,000 has provisionally been recognised in H1
2022, however, the conclusion of the ongoing work in respect of the
valuation of intangible fixed assets acquired is expected to result
in an additional adjustment to the value currently being
recognised. Residual goodwill is expected to mainly relate to the
strategic benefits for Hilton of diversifying its business and the
know-how of Foods Connected's employees.
The value of other assets and liabilities reflect the amounts
expected to be realised or paid, respectively.
Fairfax
Dalco Food Meadow Europe
BV Limited
Group GBP'000 GBP'000
-------------------------------------------- ---------- --------------
Property, plant and equipment 5,933 6,782
-------------------------------------------- ---------- --------------
Intangibles 113 -
-------------------------------------------- ---------- --------------
Brand and customer relationship intangibles 10,192 11,766
============================================ ========== ==============
Lease: Right-of-use asset 5,303 7,191
============================================ ========== ==============
Inventories 8,143 7,982
============================================ ========== ==============
Trade and other receivables 5,992 13,343
============================================ ========== ==============
Trade and other payables (8,766) (16,782)
============================================ ========== ==============
Borrowings (1,824) (8,504)
============================================ ========== ==============
Lease liabilities (5,303) (7,094)
============================================ ========== ==============
Deferred tax (627) (3,023)
============================================ ========== ==============
Goodwill 7,619 3,685
-------------------------------------------- ---------- --------------
Fair value of assets acquired 26,775 15,346
-------------------------------------------- ---------- --------------
Consideration:
-------------------------------------------- ---------- --------------
Paid on completion 13,388 15,346
Deemed fair value of existing 50% interest 13,387 -
-------------------------------------------- ---------- --------------
26,775 15,346
-------------------------------------------- ---------- --------------
2021
During 2021 the Group completed the purchase of the remaining
50% of Dalco Food BV (Dalco) taking its interest from 50% to 100%.
Dalco is a leading producer of vegetarian and vegan proteins,
supplying retail and food service customers from its facilities in
the Netherlands. The Group also acquired 100% of the share capital
of Fairfax Meadow Europe Limited (Fairfax Meadow) a leading meat
supplier to the UK foodservice sector.
Dalco Food BV
The acquisition of the remaining 50% of Dalco allowed the Group
to take full control of the business enabling it to diversify
further and strengthen its protein offering in the fast-growing
vegan and vegetarian market.
Consideration for the acquisition of the 50% interest in Dalco
totalled GBP13,388,000 and comprised cash of GBP11,603,000, and
Hilton Food Group plc shares with a market value at the date of
issue of GBP1,785,000.
Due to the timing of completion of the acquisition and the
timing of other acquisition activity undertaken by the Group in
2021, the assessment of the fair values of assets and liabilities
acquired was ongoing when the Group reported its 2021 annual
results and were therefore provisional.
Updated fair values are presented above and whilst they remain
provisional, they are not expected to change significantly before
being finalised.
The fair value of property, plant and equipment acquired was
established following a review undertaken by qualified surveyors
and reflects their existing use value.
Customer relationship intangibles have been recognised and
relate to the supply agreements and long-standing relationships
that Dalco has with its customers. Brand intangibles have been
recognised in respect of the Dalco trading name. The fair value of
these intangible assets of GBP10,192,000 have been aggregated as
they are considered to be linked with their value each dependent on
the other and will be amortised over their useful economic lives of
5-10 years.
Goodwill of GBP7,619,000 has provisionally been recognised in H1
2022 compared to GBP18,810,000 recognised in 2021 and relates to
the strategic benefits for Hilton of diversifying its product
portfolio into the vegan and vegetarian protein market.
The value of other assets and liabilities reflect the amounts
expected to be realised or paid respectively.
Fairfax Meadow Europe Limited
The acquisition of Fairfax Meadow improves the access for Hilton
to the out-of-home channel, providing an opportunity for the Group
to diversify into the foodservice sector and contribute to the
Group's sustainable growth.
Consideration for the acquisition of Fairfax Meadow totalled
GBP15,346,000 paid entirely in cash.
Goodwill has arisen and mainly relates to the strategic benefits
for Hilton of diversifying its product portfolio into the food
service sector.
The fair value of property, plant and equipment acquired was
established following a review undertaken by qualified surveyors
and reflects their existing use value.
Customer relationship intangibles have been recognised and
relate to the supply agreements and long-standing relationships
that Fairfax Meadow has with its customers. Brand intangibles have
been recognised in respect of the Fairfax Meadow trading name and
other brands employed by the business. The fair value of these
intangible assets of GBP11,766,000 (GBP12,519,000 recognised in FY
2021 accounts) have been aggregated as they are considered to be
linked with their value each dependent on the other and will be
amortised over their useful economic lives of 5-9 years.
The value of other assets and liabilities reflect the amounts
expected to be realised or paid respectively.
Fair values presented for the Fairfax Meadow acquisition remain
provisional though are not expected to change significantly before
being finalised.
12 Borrowings
17 July 18 July 2 January
2022 2021 2022
GBP'000 GBP'000 GBP'000
================= ======= ======= ==================
Current 30,389 40,829 224,732
================= ======= ======= ==================
Non-current 287,460 190,153 -
----------------- ------- ------- ------------------
Total borrowings 317,849 230,982 224,732
----------------- ------- ------- ------------------
Movements in borrowings is analysed
as follows:
28 weeks ended 28 weeks ended 52 weeks ended
17 July 18 July 2 January
2022 2021 2022
GBP'000 GBP'000 GBP'000
==================================== ============== ============== ==============
Opening amount 224,732 245,987 245,987
==================================== ============== ============== ==============
Exchange adjustments 8,064 (7,790) (8,498)
==================================== ============== ============== ==============
New borrowings 313,618 16,815 67,062
==================================== ============== ============== ==============
Repayment of borrowings (228,565) (24,030) (79,819)
==================================== ============== ============== ==============
Closing amount 317,849 230,982 224,732
------------------------------------ -------------- -------------- --------------
13 Ordinary shares
Number Ordinary
of
shares shares Total
(thousands) GBP'000 GBP'000
=============================================== =========== ======== =======
At 4 January 2021 81,939 8,194 8,194
=============================================== =========== ======== =======
Issue of new shares on exercise of employee
share options 211 21 21
----------------------------------------------- ----------- -------- -------
At 18 July 2021 82,150 8,215 8,215
----------------------------------------------- ----------- -------- -------
At 3 January 2022 88,935 8,893 8,893
=============================================== =========== ======== =======
Issue of new shares on exercise of employee
share options 275 28 28
=============================================== =========== ======== =======
Issue of new shares relating to purchase
of additional 15% interest in Foods Connected 170 17 17
----------------------------------------------- ----------- -------- -------
At 17 July 2022 89,380 8,938 8,938
----------------------------------------------- ----------- -------- -------
On 7 July 2022 the Company issued 170,000 ordinary shares with a total
market value at the date set of issue of GBP1,687,723, equal to GBP9.91
per share, as part of the consideration for the additional 15% interest
in Foods Connected (see note 11).
14 Related party transactions
The Directors do not consider there to be one ultimate
controlling party. The companies noted below are all deemed to be
related parties by way of common Directors.
Transactions between related parties on an arm's length basis
were as follows:
28 weeks ended 28 weeks ended 53 weeks ended
17 July 18 July 2 January
2022 2021 2022
Group sales: GBP'000 GBP'000 GBP'000
===================================== =============== ============== ==============
Dalco Food B.V. - 167 438
===================================== =============== ============== ==============
Sohi Meat Solutions Distribuicao de
Carnes SA -
Fee for services 1,708 1,978 3,175
===================================== =============== ============== ==============
Sohi Meat Solutions Distribuicao de
Carnes SA -
Recharge of joint venture costs 129 350 331
------------------------------------- --------------- -------------- --------------
Group purchases: GBP'000 GBP'000 GBP'000
===================================== =============== ============== ==============
Foods Connected Limited 108 300 568
------------------------------------- --------------- -------------- --------------
Amounts owing from related parties were as follows:
17 July 18 July 2 January
2022 2021 2022
GBP'000 GBP'000 GBP'000
===================================== =============== ============== ==============
Foods Connected Limited 56 134 4
===================================== =============== ============== ==============
Sohi Meat Solutions Distribuicao de
Carnes SA 240 605 561
------------------------------------- --------------- -------------- --------------
On 5 July 2022 the Group acquired a further 10% interest in its subsidiary
Hilton Foods Solutions Limited from Group CEO Philip Heffer, the consideration
for this acquisition was GBP1,150,000 and takes the Group's interest in
Hilton Foods Solutions Limited to 65%.
In the prior period the group settled the deferred consideration liability
recognised in respect of the acquisition of SV Cuisine Limited, making
a payment of GBP2.5m. The acquisition of SV Cuisine Limited was considered
to be a related party transaction as prior to acquisition Philip Heffer,
The Hilton Foods Group CEO, Graham Heffer and Robert Heffer, both directors
of the Group's subsidiary Hilton Food Solutions Limited, had each held
a 30% shareholding in SV Cuisine Limited.
15 Financial instruments
The Group holds a number of financial instruments which are
carried at cost which is the equivalent of their fair value unless
otherwise stated below.
The Group has derivative financial instruments amounting to
GBP4,540,000 (2021: GBPNil). The derivative financial instruments
are plain vanilla derivatives including foreign currency
options/forwards. The instruments that have a fair value where
specific valuation techniques are used to arrive at the carrying
value which include for foreign currency forwards - present value
of future cash flows based on the forward exchange rates at the
balance sheet date and for foreign currency options - option
pricing models. These derivative financial instruments are
classified as Level 2
The fair values have been classified into three categories
depending on the inputs used in the valuation technique. The
categories used are as follows:
The categories are as follows:
Level 1: quoted prices for identical instruments;
Level 2: directly or indirectly observable market inputs, other
than Level 1 inputs; and
Level 3: inputs which are not based on observable market
data.
16 Alternative Performance Measures
The Group's performance is assessed using a number of alternative
performance measures (APMs).
The Group's alternative profitability measures are presented before exceptional
items, amortisation of certain intangible assets and depreciation of fair
value adjustments made to property, plant and equipment acquired through
business combinations and the impact of IFRS 16 - Leases.
The measures are presented on this basis, as management believe they provide
useful additional information about the Group's performance and aids a
more effective comparison of the underlying Group's trading performance
from one period to the next.
Adjusted profitability measures are reconciled to unadjusted IFRS results
on the face of the income statement below.
Add back:
Add back: Less: IAS Amortisation
IFRS 16 17 lease Reported of intangibles
depreciation accounting excluding Exceptional & fair value
Reported and interest costs IFRS 16 items adjustments Adjusted
28 weeks ended 17 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
July 2022
---------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Operating profit -
excl. exceptional
items 33,982 10,314 (8,414) 35,882 - 5,308 41,190
---------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Exceptional items (3,183) - - (3,183) 3,183 - -
---------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Operating profit 30,799 10,314 (8,414) 32,699 3,183 5,308 41,190
---------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Net finance costs (11,247) 4,372 - (6,875) 75 - (6,800)
---------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Profit before income
tax 19,552 14,686 (8,414) 25,824 3,258 5,308 34,390
---------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Profit for the period 14,528 14,033 (8,414) 20,147 1,756 4,142 26,045
---------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Less non-controlling
interest (1,073) (12) - (1,085) - - (1,085)
---------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Profit attributable
to members of the
parent 13,455 14,021 (8,414) 19,062 1,756 4,142 24,960
---------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Depreciation and
amortisation 41,054 (10,314) - 30,740 - (5,308) 25,432
============================ ======== ============= =========== ========== =========== =============== ========
EBITDA 71,853 - (8,414) 63,439 3,183 - 66,622
---------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Earnings per share pence pence pence
---------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Basic 15.1 21.4 28.0
============================ ======== ============= =========== ========== =========== =============== ========
Diluted 14.9 21.1 27.7
---------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Add back:
Add back: Less: IAS Amortisation
IFRS 16 17 lease Reported of intangibles
depreciation accounting excluding Exceptional & fair value
Reported and interest costs IFRS 16 items adjustments Adjusted
28 weeks ended 18 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
July 2021
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Operating profit -
excl. exceptional
items 38,881 7,587 (8,764) 37,704 - 1,318 39,022
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Exceptional items (9,721) 2,260 - (7,461) 7,461 - -
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Operating profit 29,160 9,847 (8,764) 30,243 7,461 1,318 39,022
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Net finance costs (7,508) 4,287 - (3,221) - - (3,221)
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Profit before income
tax 21,652 14,134 (8,764) 27,022 7,461 1,318 35,801
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Profit for the period 17,085 12,566 (8,764) 20,887 5,596 1,067 27,550
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Less non-controlling
interest (1,009) - - (1,009) - - (1,009)
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Profit attributable
to members of the
parent 16,076 12,566 (8,764) 19,878 5,596 1,067 26,541
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Depreciation, amortisation
and impairment 42,496 (9,870) - 32,626 (6,445) (1,318) 24,863
=========================== ======== ============= =========== ========== =========== =============== ========
EBITDA 71,656 (23) (8,764) 62,869 1,016 - 63,885
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Earnings per share pence pence pence
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Basic 19.6 24.3 32.4
=========================== ======== ============= =========== ========== =========== =============== ========
Diluted 19.3 23.9 31.9
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Segmental operating profit reconciles to adjusted segmental operating
profit as follows:
Add back:
Add back: Less: IAS Amortisation
IFRS 16 17 lease Reported of intangibles
depreciation accounting excluding Exceptional & fair value
Reported and interest costs IFRS 16 items adjustments Adjusted
28 weeks ended 17 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
July 2022
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Europe - excl. exceptional
item 23,234 4,244 (1,151) 26,327 - 5,308 31,635
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Exceptional items (5,855) - - (5,855) 5,855 - -
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Europe 17,379 4,244 (1,151) 20,472 5,855 5,308 31,635
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Australasia 14,177 6,070 (7,263) 12,984 - - 12,984
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Central costs (757) - - (757) (2,672) - (3,429)
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Total 30,799 10,314 (8,414) 32,699 3,183 5,308 41,190
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Add back:
Add back: Less: IAS Amortisation
IFRS 16 17 lease Reported of intangibles
depreciation accounting excluding Exceptional & fair value
Reported and interest costs IFRS 16 items adjustments Adjusted
28 weeks ended 18 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
July 2021
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Europe - excl. exceptional
item 34,408 3,024 (3,421) 34,011 - 1,318 35,329
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Exceptional items (9,721) 2,260 - (7,461) 7,461 - -
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Europe 24,687 5,284 (3,421) 26,550 7,461 1,318 35,329
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Australasia 12,452 4,563 (5,343) 11,672 - - 11,672
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Central costs (7,979) - - (7,979) - - (7,979)
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Total 29,160 9,847 (8,764) 30,243 7,461 1,318 39,022
--------------------------- -------- ------------- ----------- ---------- ----------- --------------- --------
Independent review report to Hilton Food Group plc
Report on the condensed consolidated interim financial
statements
Our conclusion
We have reviewed Hilton Food Group plc's condensed consolidated
interim financial statements (the "interim financial statements")
in the condensed consolidated interim financial statements of
Hilton Food Group plc for the 28 week period ended 17 July 2022
(the "period").
Based on our review, nothing has come to our attention that
causes us to believe that the interim financial statements are not
prepared, in all material respects, in accordance with UK adopted
International Accounting Standard 34, 'Interim Financial Reporting'
and the Disclosure Guidance and Transparency Rules sourcebook of
the United Kingdom's Financial Conduct Authority.
The interim financial statements comprise:
-- the Condensed Consolidated Balance sheet as at 17 July 2022;
-- the Condensed Consolidated Income statement and the Condensed
Consolidated Statement of comprehensive income for the period then
ended;
-- the Condensed Consolidated Cash flow statement for the period then ended;
-- the Condensed Consolidated Statement of changes in equity for the period then ended; and
-- the explanatory notes to the interim financial statements.
The interim financial statements included in the condensed
consolidated interim financial statements of Hilton Food Group plc
have been prepared in accordance with UK adopted International
Accounting Standard 34, 'Interim Financial Reporting' and the
Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority.
Basis for conclusion
We conducted our review in accordance with International
Standard on Review Engagements (UK) 2410, 'Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity' issued by the Financial Reporting Council for use in the
United Kingdom. A review of interim financial information consists
of making enquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review
procedures.
A review is substantially less in scope than an audit conducted
in accordance with International Standards on Auditing (UK) and,
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.
We have read the other information contained in the condensed
consolidated interim financial statements and considered whether it
contains any apparent misstatements or material inconsistencies
with the information in the interim financial statements.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than
those performed in an audit as described in the Basis for
conclusion section of this report, nothing has come to our
attention to suggest that the directors have inappropriately
adopted the going concern basis of accounting or that the directors
have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on
the review procedures performed in accordance with this ISRE.
However, future events or conditions may cause the group to
Responsibilities for the interim financial statements and the
review
Our responsibilities and those of the directors
The condensed consolidated interim financial statements,
including the interim financial statements, is the responsibility
of, and has been approved by the directors. The directors are
responsible for preparing the condensed consolidated interim
financial statements in accordance with the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority. In preparing the condensed consolidated interim
financial statements, including the interim financial statements,
the directors are responsible for assessing the group's ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the
group or to cease operations, or have no realistic alternative but
to do so.
Our responsibility is to express a conclusion on the interim
financial statements in the condensed consolidated interim
financial statements based on our review. Our conclusion, including
our Conclusions relating to going concern, is based on procedures
that are less extensive than audit procedures, as described in the
Basis for conclusion paragraph of this report. This report,
including the conclusion, has been prepared for and only for the
company for the purpose of complying with the Disclosure Guidance
and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority and for no other purpose. We do not, in giving
this conclusion, accept or assume responsibility for any other
purpose or to any other person to whom this report is shown or into
whose hands it may come save where expressly agreed by our prior
consent in writing.
PricewaterhouseCoopers LLP
Chartered Accountants
Belfast
14 September 2022
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accordingly, the auditors accept no responsibility for any changes
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initially presented on the website. Legislation in the United
Kingdom governing the preparation and dissemination of financial
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END
IR FLFLDAFISLIF
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September 15, 2022 02:00 ET (06:00 GMT)
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