TIDMUNIQ

RNS Number : 3514O

Uniq PLC

16 September 2011

16(th) September 2011

Uniq PLC

("Uniq", "Group" or the "Company")

Results for Half Year Ended 30 June 2011

RESULTS FOR HALF YEAR

The half year to 30 June 2011 delivered both a continuation of the improvement in trading performance and a transformation of the Group's balance sheet through a successful restructuring which removed the disproportionately large pension deficit. Operating profit before significant items and group costs improved by 47% to GBP4.7m (GBP3.2m half year to 30 June 2011) on the back of improved trading in the Food to Go division and as a result of further restructuring within Desserts. The pension restructuring gave rise to a significant credit to the profit and loss account and as a result Shareholders' funds improved from a negative position of GBP21.9m at 31 December 2010 to a positive GBP108.9m at 30 June 2011. The financial transformation enabled the Group to conduct a sale process, initiated by the Pension Scheme, which resulted in a recommended offer from Greencore Plc ("Greencore").

FOOD TO GO

Food to Go sales increased by 9.0%* reflecting continued strong growth in sandwiches on the back of a continuous programme of successful new product development. The growth in profitability to GBP5.8m, from GBP5.0m in the same period last year, reflects our ability to manage profit margins through efficiency and tight control of costs in the face of higher raw material prices.

DESSERTS

Desserts sales fell by 8.2%* as a result of the loss of some low margin everyday desserts business, following the price increases pushed through in 2010 and as a result of the planned exit of cottage cheese. Positive progress was made in sales of Premium desserts, reflecting the more favourable market dynamics in this sub-sector, while the sales of Cadbury chocolate desserts were flat. Despite the overall fall in Desserts sales, the level of loss in this division reduced again to GBP1.1m compared to a loss of GBP1.8m for the same period last year. Since the half-year end, further action has been announced to reduce the scale of our Desserts business to focus on the most profitable areas.

BALANCE SHEET

In April 2011, the Group was discharged from the disproportionately large legacy pension deficit of more than GBP400m (on an actuarial basis) in exchange for a 90.2% shareholding in the Company and a cash payment to the pension scheme of GBP14m. The consequent removal of GBP146.2m of the pension accounting liability (GBP149.4m at 31 December 2010) and the issue of new shares, including share premium, of GBP66.7m enabled the Company to secure a new GBP25m bank facility with a three year term. As at 30 June 2011 the Company had GBP1.6m of net debt outstanding and the financial strength to continue to trade as a stand-alone entity for the foreseeable future with the threat of the pension deficit removed.

POST BALANCE SHEET EVENTS

As part of the pension restructuring it was agreed to appoint a corporate finance advisor to assess how the Pension Scheme could realise the best value for their 90.2% holding in Uniq. In July 2011, it was announced that the Boards of Uniq and Greencore were recommending a cash offer of 96p a share for the whole of Uniq and that the Pension scheme had agreed to accept the offer with respect to its 90.2% shareholding. This offer was approved by the shareholders of Greencore in August 2011, Irish competition clearance has been received and completion of the transaction is subject to the outcome of the review by the Office of Fair Trading which is expected by the end of September 2011.

On 23 August 2011 Uniq announced its decision to close the Everyday desserts business unit at Minsterley by June 2012 with the possible loss of 350 jobs. This, in addition to the previously announced withdrawal from the Premium yogurt market, will leave Minsterley with about 100 staff totally focussed on chocolate desserts. The carrying value of assets at Minsterley (GBP47m as at 30 June 2011) will reduce by approximately GBP20m as a result of the asset write-off associated with both the Yogurt and the Everyday dessert business units.

 
 For further information: 
 Uniq plc                                             +44 (0)1753 276011 
 Geoff Eaton                 Chief Executive 
 Martin Beer                 Finance Director 
 MHP                                                  +44 (0)20 3128 8791 
 Tim McCall 
 Investec Investment Banking (Nominated Adviser 
  & Broker)                                           +44 (0)20 7597 5970 
 Clifford Halvorsen 
 David Anderson 
 

(*adjusted for the extra week in 2010)

 
 CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT 
 for the half year ended 30 June 2011 
 
 
                                                                                                                    Year 
                                                                                                                   ended 
                                                             30.06.11                                30.06.10   31.12.10 
                                                            Unaudited                               Unaudited    Audited 
 
                                 Before       Sig-                                Before       Sig- 
                                   sig-   nificant                                  sig-   nificant 
                               nificant      items                              nificant      items 
                                             (note                                            (note 
                                  items         5)              Total              items         5)     Total      Total 
                                   GBPm       GBPm               GBPm               GBPm       GBPm      GBPm       GBPm 
 CONTINUING 
 OPERATIONS 
 Revenue (note 3)                 151.8          -              151.8              156.3          -     156.3      311.9 
 Cost of sales                  (128.0)          -            (128.0)            (133.3)          -   (133.3)    (264.3) 
                      -----------------  ---------  -----------------  -----------------  ---------  --------  --------- 
 Gross profit                      23.8          -               23.8               23.0          -      23.0       47.6 
 
 Distribution 
  expenses                        (8.4)          -              (8.4)              (8.9)          -     (8.9)     (18.3) 
 Administrative 
  expenses                       (12.5)       68.6               56.1             (13.1)      (2.6)    (15.7)     (27.6) 
                      -----------------  ---------  -----------------  -----------------  ---------  --------  --------- 
 Operating 
  profit/(loss)(note 
  3)                                2.9       68.6               71.5                1.0      (2.6)     (1.6)        1.7 
 
 
 Net pension 
  interest                        (3.5)          -              (3.5)              (5.7)          -     (5.7)     (12.1) 
 Other finance 
  income                            1.6          -                1.6                0.5          -       0.5        1.2 
 Finance expense                  (0.4)          -              (0.4)              (1.8)          -     (1.8)      (2.0) 
                      -----------------  ---------  -----------------  -----------------  ---------  --------  --------- 
 Net finance charges 
  (note 4)                        (2.3)          -              (2.3)              (7.0)          -     (7.0)     (12.9) 
 
 Profit/(loss) 
  before tax                        0.6       68.6               69.2              (6.0)      (2.6)     (8.6)     (11.2) 
 
 Income tax expense                   -          -                  -                  -          -         -          - 
 Profit/(loss) from 
  continuing 
                      -----------------  ---------  -----------------  -----------------  ---------  --------  --------- 
 Operations                         0.6       68.6               69.2              (6.0)      (2.6)     (8.6)     (11.2) 
 
 DISCONTINUED 
 OPERATIONS 
 Profit from 
 discontinued 
 operations (net of 
  tax)                                -          -                  -                3.2       32.9      36.1       35.4 
                      -----------------  ---------  -----------------  -----------------  ---------  --------  --------- 
 Profit/(loss) for 
  the period                        0.6       68.6               69.2              (2.8)       30.3      27.5       24.2 
                      -----------------  ---------  -----------------  -----------------  ---------  --------  --------- 
 
 
 Earnings per 
 ordinary share 
 
      Basic and 
      diluted                                                   60.8p                                   24.2p      21.3p 
                                                    -----------------                                --------  --------- 
      Continuing 
       operations                                               60.8p                                  (7.5)p     (9.8p) 
 Discontinued 
 operations                                                         -                                   31.7p      31.1p 
                                                    -----------------                                --------  --------- 
 
 
 Average Euro 
  exchange rate                                                  1.15                                    1.15       1.17 
 
 
 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 
 for the half year ended 30 June 2011 
 
 
                                                                    Year ended 
                    30.06.11 Unaudited  30.06.10 Unaudited    31.12.10 Audited 
                                  GBPm                GBPm                GBPm 
 
Profit for the 
 period                           69.2                27.5                24.2 
Other 
comprehensive 
(expense)/income 
Actuarial 
 (loss)/gain 
 recognised on the 
 pension schemes                 (5.7)                 3.8               (1.2) 
Effective portion 
 of changes in 
 fair value of 
 cashflow hedges                   0.2                 0.1                 0.1 
Foreign currency 
 translation 
 differences for 
 foreign 
 operations                        0.4                 0.8                 0.1 
Cumulative foreign 
exchange related 
to disposal of 
business recycled 
to 
income statement                     -              (31.6)              (30.3) 
Net gain on hedge 
 of net investment 
 in foreign 
 operation                           -                 0.1                 0.1 
                    ------------------  ------------------  ------------------ 
Other 
 comprehensive 
 expense for the 
 period, net of 
 income tax                      (5.1)              (26.8)              (31.2) 
                    ------------------  ------------------  ------------------ 
 
Total 
 comprehensive 
 income/(expense) 
 for the period                   64.1                 0.7               (7.0) 
                    ------------------  ------------------  ------------------ 
 
 
 CONDENSED CONSOLIDATED INTERIM BALANCE SHEET 
 at 30 June 2011 
 
 
                                                                    Year ended 
                    30.06.11 Unaudited  30.06.10 Unaudited    31.12.10 Audited 
                                  GBPm                GBPm                GBPm 
ASSETS 
Non-current assets 
Property, plant 
 and equipment                    78.7                78.9                80.4 
Intangible assets                 30.5                30.5                30.5 
Restricted cash                      -                97.4                   - 
Deferred tax 
 assets                           13.9                13.9                13.9 
                                 123.1               220.7               124.8 
                    ------------------  ------------------  ------------------ 
 
Current assets 
Inventories                       12.9                11.8                13.8 
Trade and other 
 receivables                      28.4                37.3                33.2 
Cash and cash 
 equivalents                      11.3                47.5                10.8 
                                  52.6                96.6                57.8 
                    ------------------  ------------------  ------------------ 
 
Total assets                     175.7               317.3               182.6 
                    ------------------  ------------------  ------------------ 
 
LIABILITIES 
Non-current 
liabilities 
Borrowings                        11.4                   -                   - 
Retirement benefit 
 obligations (note 
 6)                                3.2               236.2               149.4 
Provisions                         1.1                 1.0                 0.8 
                                  15.7               237.2               150.2 
                    ------------------  ------------------  ------------------ 
 
Current 
liabilities 
Borrowings                         1.5                29.3                   - 
Trade and other 
 payables                         40.3                46.9                41.6 
Provisions                         1.5                 9.5                 5.0 
Income tax 
 liabilities                       7.8                 8.7                 7.7 
                                  51.1                94.4                54.3 
                    ------------------  ------------------  ------------------ 
 
Total liabilities                 66.8               331.6               204.5 
                    ------------------  ------------------  ------------------ 
Total assets less 
 liabilities                     108.9              (14.3)              (21.9) 
                    ------------------  ------------------  ------------------ 
EQUITY 
Shareholders' 
equity 
Total called up 
 share capital                     1.2                11.5                11.5 
Share premium                     65.6                 0.1                 0.1 
Other reserves                 (318.1)             (330.8)             (330.2) 
Retained earnings                360.2               304.9               296.7 
                    ------------------  ------------------  ------------------ 
Total equity 
 attributable to 
 equity holders of 
 the company                     108.9              (14.3)              (21.9) 
                    ------------------  ------------------  ------------------ 
 
Closing Euro 
 exchange rate                    1.11                1.21                1.16 
 
 
 CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES 
  IN EQUITY 
 for the half year ended 30 June 2011 
 
 
                   Share    Share   Merger  Hedging  Translation  Retained 
                 capital  premium  reserve  reserve      reserve  earnings   Total 
                    GBPm     GBPm     GBPm     GBPm         GBPm      GBPm    GBPm 
 
Changes in 
equity for 
2010 
At 1 January 
 2010               11.5      0.1  (330.2)    (0.1)         30.1     273.4  (15.2) 
Total 
 comprehensive 
 income for the 
 period                -        -        -      0.1       (30.7)      31.3     0.7 
Share-based 
 compensation 
 charge                -        -        -        -            -       0.2     0.2 
At 30 June 2010     11.5      0.1  (330.2)        -        (0.6)     304.9  (14.3) 
                 -------  -------  -------  -------  -----------  --------  ------ 
 
Changes in 
equity for 
2011 
At 1 January 
 2011               11.5      0.1  (330.2)        -            -     296.7  (21.9) 
Total 
 comprehensive 
 income for the 
 period                -        -        -      0.2          0.4      63.5    64.1 
Reorganisation 
 and issue of 
 share capital    (10.3)     65.5     11.5                                    66.7 
                                                                  -------- 
At 30 June 2011      1.2     65.6  (318.7)      0.2          0.4     360.2   108.9 
                 -------  -------  -------  -------  -----------  --------  ------ 
 
 
 CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENT 
 for the half year ended 30 June 2011 
 
 
                               30.06.11                             Year ended 
                              Unaudited  30.06.10 Unaudited   31.12.10 Audited 
                                   GBPm                GBPm               GBPm 
Cash flows from 
operating 
activities 
Profit for the 
 period                            69.2                27.5               24.2 
Income tax expense                    -                 0.5                0.5 
Net finance charges                 2.3                 7.2               13.1 
Depreciation and 
 amortisation                       4.7                 4.8                9.9 
Asset impairment                      -                 1.5                1.6 
Charge for 
 share-based 
 payments                           0.1                 0.2                0.3 
(Profit) on disposal 
 of businesses                        -              (33.6)             (32.9) 
Gain on curtailment 
 and settlement of 
 pensions                        (73.7)                   -                  - 
Difference between 
 pension charge and 
 cash contribution               (81.3)               (0.7)             (98.6) 
Increase in working 
 capital                          (0.9)               (5.9)             (10.0) 
(Decrease)/Increase 
 in provisions                    (3.2)                 0.5              (1.6) 
                      -----------------  ------------------  ----------------- 
Cash generated from 
 /(utilised by) 
 operations                      (82.8)                 2.0             (93.5) 
 
Interest paid                     (0.2)               (1.2)              (1.7) 
Interest received                   1.6                 0.4                0.7 
Income tax 
 received/(paid)                    0.1               (0.4)              (1.3) 
 
Net cash generated 
 from/ (utilised by) 
 operating 
 activities                      (81.3)                 0.8             (95.8) 
                      -----------------  ------------------  ----------------- 
 
Cash flows from 
investing 
activities 
Disposal proceeds, 
 net of cash 
 disposed of                        5.4                27.7               26.8 
Purchases of 
 property, plant and 
 equipment                        (3.0)               (8.5)             (15.7) 
Proceeds from sale 
 of property, plant 
 and equipment                        -                 2.2                2.2 
Net cash 
 inflow/(outflow) 
 from investing 
 activities                         2.4                21.4               13.3 
                      -----------------  ------------------  ----------------- 
 
Cash flows from 
financing 
activities 
Proceeds from 
 borrowings                        13.5                 1.6             (27.5) 
Payment of 
 transaction costs 
 related borrowings               (0.7)                   -                  - 
Proceeds from issue 
 of shares                         66.6                   -                  - 
Payment of finance 
 lease                                -               (0.3)              (0.2) 
Cash included in 
 restricted cash                      -               (0.4)               97.0 
Net cash inflow from 
 financing 
 activities                        79.4                 0.9               69.3 
                      -----------------  ------------------  ----------------- 
 
Net increase in cash 
 and cash 
 equivalents                        0.5                23.1             (13.2) 
Cash and cash 
 equivalents at 
 beginning of 
 period                            10.8                23.9               23.9 
Effect of foreign 
 exchange rate 
 changes                              -               (0.1)                0.1 
Cash and cash 
 equivalents at end 
 of period                         11.3                46.9               10.8 
                      -----------------  ------------------  ----------------- 
 
Cash and cash 
equivalents consist 
of: 
Cash at bank and in 
 hand - continuing                 11.3                47.5               10.8 
Bank overdrafts - 
 continuing                           -               (0.6)                  - 
                                   11.3                46.9               10.8 
                      -----------------  ------------------  ----------------- 
 
 
 NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 
 for the half year ended 30 June 2011 
 
 
 1   Basis of Preparation 
 
     These half year financial statements have been prepared in 
      accordance with IAS 34 Interim Financial Reporting (amended), 
      as adopted by the EU. The financial information included in 
      this document is unaudited and does not include all the information 
      required for full annual financial statements. It should be 
      read in conjunction with the consolidated financial statements 
      of the group for the year ended 31 December 2010. The consolidated 
      financial statements of the group were prepared in accordance 
      with IFRS, International Accounting Standards (IAS) and related 
      IFRIC interpretations in issue, that had been endorsed by the 
      European Commission at 31 December 2010. 
 
 
 Financial period 
  The financial statements are prepared to reflect trading up 
  to the Saturday nearest to the accounting reference date. This 
  period's income statement covers the 26-week period ended 2 
  July 2011 (2010: 27 week period ended 3 July 2010). 
  These half year financial statements were approved by the board 
  of directors on 16th September 2011. 
 
 
 2   Accounting policies 
 
     The accounting policies applied by the group in these half 
      year financial statements are the same as those applied by 
      the group in its consolidated financial statements for the 
      year ended 31 December 2010. 
 
 
 3 Segmental analysis 
 
 
 
 
                                                                             Segment result 
                                                                                  before 
                                                                               significant 
                                          Segment Revenue                         items 
                                    30.6.11  30.6.10              30.6.11  30.6.10 
                                        Un-      Un-    31.12.10      Un-      Un-    31.12.10 
                                    audited  audited     Audited  audited  audited     Audited 
                                       GBPm     GBPm        GBPm     GBPm     GBPm        GBPm 
                                    -------  -------  ----------  -------  -------  ---------- 
 
Desserts                               70.1     79.1       154.9    (1.1)    (1.8)       (2.7) 
Food to Go                             81.7     77.2       157.0      5.8      5.0        11.0 
                                    -------  -------  ----------  -------  -------  ---------- 
Reportable segments                   151.8    156.3       311.9      4.7      3.2         8.3 
                                    -------  -------  ---------- 
Corporate expenses (unallocated)                                    (1.8)    (2.2)       (4.2) 
                                                                  ------- 
Operating profit before significant 
 items                                                                2.9      1.0         4.1 
Significant items                                                    68.6    (2.6)       (2.4) 
                                                                  -------  -------  ---------- 
Operating profit/(loss) after significant 
 items                                                               71.5    (1.6)         1.7 
Net finance charges                                                 (2.3)    (7.0)      (12.9) 
                                                                  -------  -------  ---------- 
Profit/(loss) before 
 tax                                                                 69.2    (8.6)      (11.2) 
Income tax expense                                                      -        -           - 
                                                                  -------  -------  ---------- 
Loss from continuing operations                                      69.2    (8.6)      (11.2) 
Profit/(loss) from discontinued 
 operations 
(net of tax) (note 9)                                                   -     36.1        35.4 
                                                                  -------  -------  ---------- 
Profit/(loss) for the period                                         69.2     27.5        24.2 
                                                                  -------  -------  ---------- 
 
 

Revenues from one customer of both segments represents approximately GBP92.7m (June 2010:GBP84.3m; December 2010:GBP178.0m) of the group's total revenues.

 
 NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 
 for the half year ended 30 June 2011 
 
 
 4 Finance income and expenses 
 
                                                                Year ended 
                                         30.06.11    30.06.10     31.12.10 
                                        Unaudited   Unaudited      Audited 
                                             GBPm        GBPm         GBPm 
 Continuing operations 
 Finance income 
 Interest on bank balances                      -         0.1          0.3 
 Interest on restricted cash                    -         0.4          0.6 
 Net foreign exchange gains                     -           -          0.3 
 Other interest income                        1.6           -            - 
                                              1.6         0.5          1.2 
                                       ----------  ----------  ----------- 
 Finance expense 
 Interest on bank loans                     (0.2)       (0.7)        (1.4) 
 Net foreign exchange losses                (0.1)       (0.8)            - 
 Amortisation of finance arrangement 
  costs                                     (0.1)       (0.3)        (0.6) 
                                       ----------  ----------  ----------- 
                                            (0.4)       (1.8)        (2.0) 
                                       ----------  ----------  ----------- 
 
 Net finance income/(expense)                 1.2       (1.3)        (0.8) 
 Net pension interest                       (3.5)       (5.7)       (12.1) 
                                       ----------  ----------  ----------- 
 Net finance charges                        (2.3)       (7.0)       (12.9) 
                                       ----------  ----------  ----------- 
 
 
 5 Significant items 
                                                                Year ended 
                                         30.06.11    30.06.10     31.12.10 
                                        Unaudited   Unaudited      Audited 
                                             GBPm        GBPm         GBPm 
 Continuing operations 
 Restructuring costs - UK operations        (1.5)       (0.3)        (0.4) 
 - Group                                    (4.1)       (0.8)        (3.0) 
 Curtailment gain - pensions                 73.7           -            - 
 Onerous contract                               -           -          2.6 
 Recovery of vat net of expenses              0.5           -            - 
 Asset impairment                               -       (1.5)        (1.6) 
                                             68.6       (2.6)        (2.4) 
 Discontinued operations                        -        32.9         32.2 
                                       ----------  ----------  ----------- 
                                             68.6        30.3         29.8 
                                       ----------  ----------  ----------- 
 
 

Restructuring costs - UK operation

In 2011 this relates to restructuring costs in Desserts operations and in 2010 to the downsizing of the cottage cheese operation.

Restructuring costs - Group

In 2011 and 2010 this includes professional costs incurred in relation to the pension resolution and other costs incurred in relation to the downsizing of the group head office.

Curtailment gain -pensions

The curtailment gain relates to the release of the pension deficit in relation to the settlement agreed with the pension fund.

Asset impairment

This relates to the impairment of tangible fixed assets of our cottage cheese operation in the Desserts segment.

 
 NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 
 for the half year ended 30 June 2011 
 
 
6 Retirement 
benefit 
obligations 
                                                                    Year ended 
                    30.06.11 Unaudited  30.06.10 Unaudited    31.12.10 Audited 
                                  GBPm                GBPm                GBPm 
Movement in 
liability in the 
period 
 
Balance at the 
 beginning of the 
 period                        (149.4)             (235.1)             (235.1) 
Current and past 
service costs                        -                   -                   - 
Curtailments and 
 settlements                      73.7                   -                   - 
Contributions by 
 the employer                     81.3                 0.6                98.4 
Net finance charge               (3.4)               (5.5)              (11.6) 
Benefits paid                      0.3                   -                 0.1 
Actuarial 
 gain/(loss)                     (5.7)                 3.8               (1.2) 
Balance at the end 
 of the period                   (3.2)             (236.2)             (149.4) 
                    ------------------  ------------------  ------------------ 
 
 
 
7 Contingent liabilities 
 
There are contingent liabilities that arise in the 
 normal course of business in respect of indemnities, 
 warranties, guarantees and legal claims. Certain guarantees 
 are performance related. The Directors have considered 
 that none of current claims is expected to result 
 in a material loss to the Group. 
 
 
8 Events after balance sheet 
 
In July 2011 it was announced that the Board of Uniq 
 and Greencore were recommending an offer of 96p a 
 share for the whole of Uniq and that the Pension scheme 
 had agreed to accept the offer with respect to its 
 90.2% holding. This offer was approved by the shareholders 
 of Greencore in August 2011, Irish competition clearance 
 has been received and completion of the transaction 
 is subject to the outcome of the review by the Office 
 of Fair Trading which is expected by the end of September 
 2011. 
 
On 23 August 2011 Uniq announced its decision to close 
 the Everyday desserts business unit at Minsterley 
 by June 2012 with the possible loss of 350 jobs. This, 
 in addition to the previously announced withdrawal 
 from the Premium yogurt market, will leave Minsterley 
 with about 100 staff totally focussed on chocolate 
 desserts. The carrying value of assets at Minsterley 
 (GBP47m as at 30 June 2011) will reduce by approximately 
 GBP20m as a result of the asset write-off associated 
 with both the Yogurt and the Everyday dessert business 
 units. 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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