19 March Goodman Fielder New Zealand Limited 31 December 2011 Half Year Report

Transcription

1 Company No March /8 Nelson Street Auckland, New Zealand 1010 PO Box 90450, Victoria Street West Auckland, New Zealand Listed Company Relations New Zealand Exchange Limited Level 2, NZX Centre 11 Cable Street WELLINGTON NEW ZEALAND Goodman Fielder New Zealand Limited Half Year Report In accordance with Listing Rule , I attach a copy of the half year report (including additional NZX Appendix 1 disclosures) of Goodman Fielder New Zealand Limited for the six months ended, which is today being despatched to investors. A copy of the half year report will be available on Goodman Fielder s website (goodmanfielder.com.au). Yours sincerely, JONATHON WEST Director The registered office of Goodman Fielder New Zealand Limited is 2/8 Nelson Street, Auckland, New Zealand 1010

2 Half Year Report

3 Contents Page Corporate Directory 2 Directors' Report 3 Half-year Financial Statements Condensed Statement of Comprehensive Income 4 Condensed Statement of Financial Position 5 Condensed Statement of Changes in Equity 6 Condensed Statement of Cash Flows 7 Notes to the Interim Financial Statements 1 General 8 2 Segment information 8 3 Related party transactions 12 4 Reconciliation of (loss) profit after income tax to net cash (outflow) inflow from operating activities 13 5 Contingent liabilities 13 6 Commitments 13 7 Events occurring after the reporting period 13 8 Financing activities 13-1-

4 Corporate Directory Nature of business Incorporation Number Directors Principal registered office Food manufacture Peter Reidie (Chairman) Glen Alter (resigned 5 January 2012) John Fraser-Mackenzie Roger Gray (resigned 12 October 2011) Ian Hilton Jonathon West 2/8 Nelson Street Auckland 1010 Postal address PO Box Victoria Street West Auckland 1010 Auditors Solicitors Bankers Stock exchange listings KPMG Auckland Bell Gully Russell McVeagh Westpac New Zealand Ltd 16 Takutai Square Auckland 1010 Goodman Fielder New Zealand Limited has issued senior unsecured fixed rate bonds which are listed on the NZDX (GFZ010). -2-

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6 Condensed Statement of Comprehensive Income For the half year ended Unaudited Six months to 31 December 2011 Unaudited Six months to 31 December 2010 Audited 12 months to 30 June 2011 $'000 $'000 $'000 Revenue Sale of goods 550, ,600 1,091,756 Cost of sales (327,890) (308,684) (626,985) Gross profit 222, , ,771 Other income 4, ,401 Fixed manufacturing costs (47,215) (48,026) (94,354) Warehousing and distribution expenses (60,980) (58,115) (118,124) Selling and marketing expenses (46,658) (46,512) (90,492) General and administrative expenses (31,075) (22,266) (58,959) Operating profit before financing costs 41,492 79, ,243 Net financing costs (42,632) (39,088) (98,554) (Loss) profit before income tax (1,140) 40,311 20,689 Income tax benefit (expense) 213 (12,942) (5,952) (Loss) profit after income tax (927) 27,369 14,737 Other comprehensive income Total comprehensive (loss) income (927) 27,369 14,737 The above statement of comprehensive income should be read in conjunction with the accompanying notes, and the annual report for the year ended 30 June

7 Condensed Statement of Financial Position As at Unaudited Unaudited Audited 31 December 31 December 30 June $'000 $'000 $'000 ASSETS Current assets Cash and cash equivalents 57,515 9,539 51,374 Trade and other receivables 131, ,455 92,275 Inventories 81,554 80,265 81,257 Total current assets 270, , ,906 Non-current assets Income tax receivable 12,598 3,507 12,344 Property, plant and equipment 227, , ,022 Intangible assets 1,168,716 1,153,924 1,153,627 Other non-current assets Total non-current assets 1,408,510 1,390,360 1,408,066 Total assets 1,679,320 1,583,619 1,632,972 LIABILITIES Current liabilities Trade and other payables 148, , ,899 Provisions 19,212 15,880 16,732 Advance from group companies 1,021, , ,663 Borrowings Total current liabilities 1,189,723 1,081,067 1,143,549 Non-current liabilities Provisions Deferred tax liabilities 15,207 16,832 14,899 Borrowings 245, , ,938 Total non-current liabilities 261, , ,150 Total liabilities 1,450,974 1,342,874 1,403,699 Net assets 228, , ,273 EQUITY Share capital 383, , ,480 Accumulated losses (155,134) (142,735) (154,207) Total shareholders' equity 228, , ,273 The above statement of financial position should be read in conjunction with the accompanying notes, and the annual report for the year ended 30 June

8 Condensed Statement of Changes in Equity For the half year ended Share Capital Accumulated losses Total equity $'000 $'000 $'000 Unaudited - six months to 31 December 2010 Balance at 1 July ,480 (170,104) 213,376 Profit for the half year - 27,369 27,369 Balance at 31 December ,480 (142,735) 240,745 Unaudited - six months to Balance at 1 July ,480 (154,207) 229,273 Loss for the half year - (927) (927) Balance at 383,480 (155,134) 228,346 Audited - 12 months to 30 June 2011 Balance at 1 July ,480 (168,944) 214,536 Profit for the year - 14,737 14,737 Balance at 30 June ,480 (154,207) 229,273 The above statement of changes in equity should be read in conjunction with the accompanying notes, and the annual report for the year ended 30 June

9 Condensed Statement of Cash Flows For the half year ended Unaudited Six months to 31 December 2011 Unaudited Six months to 31 December 2010 Audited 12 months to 30 June 2011 Notes $'000 $'000 $'000 Cash flows from operating activities Receipts from customers 570, ,693 1,077,848 Payments to suppliers and employees (550,148) (452,174) (1,029,342) Interest paid (42,072) (29,407) (16,220) Insurance recovery relating to Christchurch earthquakes ,050 Income taxes paid - (305) (307) Net cash (outflow) inflow from operating activities 4 (21,315) 56,807 43,029 Cash flows from investing activities Payments for property, plant and equipment (14,762) (17,567) (39,124) Payments for purchase of intangibles - - (375) Proceeds from sale of property, plant and equipment Net cash outflow from investing activities (14,633) (17,433) (38,928) Cash flows from financing activities Proceeds from retail bond issue - 250, ,000 Transaction costs related to the retail bond issue - - (6,339) Loans from (to) related parties 42,278 (288,178) (204,595) Repayment of finance lease (189) (98) (234) Net cash inflow (outflow) from financing activities 42,089 (38,276) 38,832 Net increase in cash and cash equivalents 6,141 1,098 42,933 Cash and cash equivalents at the beginning of the period 51,374 8,441 8,441 Cash and cash equivalents at end of the period 57,515 9,539 51,374 The above statement of cash flows should be read in conjunction with the accompanying notes, and the annual report for the year ended 30 June

10 Notes to the Interim Financial Statements 1 General Goodman Fielder New Zealand Limited ("the Company") is a company incorporated and domiciled in New Zealand. The Company is registered under the New Zealand Companies Act The Company is a wholly-owned subsidiary of Goodman Fielder Limited, a company domiciled in Australia. The Company is an issuer for the purpose of the New Zealand Financial Reporting Act 1993 and accordingly is a reporting entity that is required to comply with the provisions of both the Companies Act 1993 and the Financial Reporting Act 1993 and with New Zealand Generally Accepted Accounting Practice (NZ GAAP). The principal activities of the Company are the manufacture, distribution and marketing of consumer food products. The Company has debt listed on the New Zealand Exchange (NZX) and is required to comply with the provisions of the NZX Listing Rules which require it to present half-yearly reports incorporating, among other things, interim financial statements. The interim financial statements of the Company contained in this half yearly report are for the six months ended 31 December The interim financial statements were authorised for issue by the Directors on 16 February The interim financial statements are presented in New Zealand dollars unless otherwise stated and all values are rounded to the nearest thousand dollars ($000). The functional currency is New Zealand Dollars (NZD). The interim financial statements are condensed financial statements that have been prepared in accordance with the New Zealand Equivalent to International Accounting Standard 34 Interim Financial Reporting (NZ IAS 34) as appropriate for profit oriented entities. Because the disclosures normally required by other standards with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) to be included in a complete set of annual financial statements are not required to be incorporated into a condensed set of interim financial statements prepared under NZ IAS 34, the interim financial statements do not comply with NZ IFRS. The interim financial statements comply with NZ IAS 34 and IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board. Accounting policies and methods of computation adopted in the interim financial statements are the same as those adopted in the preparation of the annual financial statements for the year ended 30 June The interim financial statements should be read in conjunction with those annual financial statements and the accounting policies set out therein. The interim financial statements, and the comparative information for the six months ended 31 December 2010 are unaudited. The comparative information for the year ended 30 June 2011 is audited. 2 Segment information (a) Description of segments Operating segments have been identified on the basis of similarity in respect of the nature of product and service offerings provided by the reportable segments for which regular management information is internally provided to the Group's CEO who is the chief operating decision maker. The performance of the segments is measured on the basis of profit after tax. The Company operates in five operating segments as described below. Operating segments The Fresh Baking division has a portfolio of leading food brands with six of the top 10 proprietary brands in New Zealand. It is one of the largest bakers in the region, with leading market shares in most of the market segments in which it competes. The Fresh Dairy division is a major participant in the New Zealand dairy and smallgoods industries with some of the country s most recognised brands in fresh and flavoured milk, yogurt, dairy desserts, specialty cheese, cultured products and meats. The business distributes fresh dairy products to almost 13,000 customer points every day. The Home Ingredients division is a leading supplier of consumer food products to supermarkets in New Zealand. It has a diverse portfolio of iconic market leading brands focused on the retail channel. Products include retail margarine and spreads, flour, cake mix, dressings and mayonnaise. The Asia Pacific division has an emerging presence in the East Asian region with a core focus on China. It is a supplier of dairy products to the Asian markets. The Integro Foods division is a leading processor of edible oils in New Zealand. The business supplies edible oils to the New Zealand food industry and specialises in the development and production of complex, higher value oil blends. The business, as well as supplying in bulk, also supplies packed products under a number of leading brands. -8-

11 Notes to the Interim Financial Statements (continued) 2 Segment information (continued) All intersegmental sales are at market prices. Intersegmental sales during the period and intersegment profit on stock at balance date are eliminated on consolidation of the segments. (b) Operating segments For the six months ended (unaudited) Fresh Baking Fresh Dairy Home Ingredients Asia Pacific Integro Foods Total $'000 $'000 $'000 $'000 $'000 $'000 Segment revenue Sales to external customers 207, ,245 37,517 10,066 20, ,607 Intersegment sales 38,491 10, ,051 19,122 70,110 Total segment revenue 245, ,004 38,204 11,117 39, ,717 Intersegment elimination (70,110) Other income 4,703 Total revenue 555,310 Segment result EBITDA before restructuring costs 25,135 29,121 6,854 1, ,407 Depreciation and amortisation expense (7,036) (8,165) (48) - (735) (15,984) EBIT before restructuring costs 18,099 20,956 6,806 1, ,423 Restructure costs (2,500) (2,348) (4,848) Segment EBIT 15,599 18,608 6,806 1, ,575 Net unallocated expenses (1,083) Net interest expense (42,632) Loss before income tax (1,140) Income tax benefit 213 Loss for the half year (927) Capital expenditure 6,435 3, ,069 Unallocated 4,693 Total Capital Expenditure 14,762-9-

12 Notes to the Interim Financial Statements (continued) 2 Segment information (continued) For the six months ended 31 December 2010 (unaudited) Fresh Baking Fresh Dairy Home Ingredients Asia Pacific Integro Foods Total $'000 $'000 $'000 $'000 $'000 $'000 Segment revenue Sales to external customers 209, ,619 42,270 9,396 16, ,600 Intersegment sales 42,235 11, ,682 72,696 Total segment revenue 251, ,682 43,246 10,136 33, ,296 Intersegment elimination (72,696) Other income 402 Total revenue 563,002 Segment result EBITDA before restructuring costs 39,992 39,746 11,926 1,482 2,359 95,505 Depreciation and amortisation expense (6,417) (7,768) (90) - (712) (14,987) EBIT before restructuring costs 33,575 31,978 11,836 1,482 1,647 80,518 Restructure costs - (608) - - (138) (746) Segment EBIT 33,575 31,370 11,836 1,482 1,509 79,772 Net unallocated expenses (373) Net interest expense (39,088) Profit before income tax 40,311 Income tax expense (12,942) Profit for the half year 27,369 Capital expenditure 6,200 7, ,940 Unallocated 3,627 Total capital expenditure 17,

13 Notes to the Interim Financial Statements (continued) 2 Segment information (continued) For the 12 months ended 30 June 2011 (audited) Fresh Baking Fresh Dairy Home Ingredients Asia Pacific Integro Foods Total $'000 $'000 $'000 $'000 $'000 $'000 Sales to external customers 404, ,118 85,617 17,485 35,198 1,091,756 Intersegment sales 81,764 18,141 1,734 1,624 36, ,337 Total segment revenue 486, ,259 87,351 19,109 71,272 1,231,093 Intersegment elimination (139,337) Total revenue 1,091,756 Segment result EBITDA before restructuring costs 62,090 65,754 20,131 3,754 3, ,567 Depreciation, amortisation and impairment expense (i) (12,974) (14,517) - - (1,288) (28,779) EBIT before restructuring costs 49,116 51,237 20,131 3,754 2, ,788 Restructure costs (751) (782) - - (149) (1,682) Segment EBIT 48,365 50,455 20,131 3,754 2, ,106 Net unallocated expenses (4,930) Net unallocated depreciation (933) Net interest expense (98,554) Profit before income tax 20,689 Income tax expense (5,952) Profit for the half year 14,737 Capital expenditure 18,914 12, ,245 Unallocated 7,560 Total Capital expenditure 39,805 (i) Includes an impairment charge of $1,047,000 in respect of plant and equipment damaged as a result of the earthquakes in Christchurch in September 2010 and February (c) Other segment information The Company sells its products predominantly in the New Zealand market. During the half year ended, the Company's two largest customers comprised 55.6% (31 December 2010: 54%, 30 June 2011: 54.4%) of the Company's total revenues. -11-

14 Notes to the Interim Financial Statements (continued) 3 Related party transactions Unaudited Unaudited Audited 31 December 31 December 30 June $'000 $'000 $'000 Advances from Group companies disclosed as current liabilities in the Condensed Statement of Financial Position include borrowings between the following related parties: Goodman Fielder Consumer Foods Pty Limited (1,224) 1,639 (3,522) Goodman Fielder Treasury Pty Limited - New Zealand Branch 1,024, , ,243 Quality Bakers Australia Pty Limited (54) (273) (441) Goodman Fielder International Philippines Inc (296) (231) (447) Goodman Fielder International (PNG) Limited (114) - - Goodman Fielder (Fiji) Limited (615) (242) (155) Goodman Fielder Nouvelle Caledonie SAS (5) - (15) 1,021, , ,663 These borrowings are unsecured borrowings that are payable on demand. The weighted average interest rate on these borrowings was 6.37% (31 December 2010: 6.56%, 30 June 2011: 8.80%). Transactions with related parties: Goodman Fielder Consumer Foods Pty Limited Sales 448 9,028 1,183 Purchases 7,593-16,513 Management fees - - 7,268 Goodman Fielder Treasury Pty Limited - New Zealand Branch Management fees Quality Bakers Australia Pty Limited Sales 2,721 1,909 4,557 Management fees - - 1,523 Purchases Goodman Fielder International Philippines Inc Sales Goodman Fielder (Fiji) Limited Sales Management fees - - (17) Goodman Fielder Nouvelle Caledonie SAS Sales Purchases Management fees - - (17) Goodman Fielder International (PNG) Limited Sales Purchases Evercrisp Snacks (PNG) Limited Sales All transactions and outstanding balances with related parties are priced on either an arm's length or standard cost basis and are settled via intercompany settlement through Goodman Fielder Treasury Pty Limited - NZ Branch. None of the balances are secured. Other Group companies provide administrative and support functions on the basis of cost recovery. These transactions and balances are not significant. During the period, there were no other significant related party transactions. The Company is a wholly-owned subsidiary of Goodman Fielder Limited, a company domiciled in Australia, and listed on the Australian and New Zealand securities exchanges. -12-

15 Notes to the Interim Financial Statements (continued) 4 Reconciliation of (loss) profit after income tax to net cash (outflow) inflow from operating activities Unaudited Six months to 31 December 2011 Unaudited Six months to 31 December 2010 Audited 12 months to 30 June 2011 $'000 $'000 $'000 Net (loss) profit after income tax (927) 27,369 14,737 Adjustments for: Depreciation and amortisation 15,980 14,987 28,665 Impairment of other assets - - 1,047 Net loss on sale of non-current assets Other non-cash items 3,085 (5,843) (355) Change in operating assets and liabilities Increase in trade and other receivables (39,466) (22,218) (11,918) Increase in inventories (297) (12,162) (13,154) Decrease in other assets Decrease in other non-current assets (Increase) decrease in income tax receivable (254) 17,708 8,871 (Decrease) increase in trade and other payables (2,483) 37,038 15,912 Increase in provisions 2, ,132 Increase (decrease) in deferred tax liabilities 308 (435) (2,368) Net cash (outflow) inflow from operating activities (21,315) 56,807 43,029 5 Contingent liabilities There were no significant changes to contingent liabilities as disclosed in the most recent annual report. 6 Commitments Unaudited Unaudited Audited 31 December 31 December 30 June $'000 $'000 $'000 Commitments in relation to operating leases contracted for at the reporting date but not recognised as liabilities, payable: Within one year 10,854 13,559 14,039 Later than one year but not later than five years 40,222 34,954 37,071 Later than five years 34,832 38,836 40,462 85,908 87,349 91,572 7 Events occurring after the reporting period There have been no events subsequent to balance date which would have a material effect on the Company's interim financial statements as at. 8 Financing activities The Company has not sought and does not hold a credit rating from an accredited rating agency. In November 2010, NZ$250m of 5.5 year retail bonds were issued in New Zealand at a fixed interest rate of 7.54%. These bonds mature in 2016, with interest payable on a quarterly basis, in arrears. -13-

16 Notes to the Interim Financial Statements (continued) 8 Financing activities (continued) The payment obligations of the issuer in respect of the bonds will be guaranteed by Goodman Fielder Limited and certain of its subsidiaries. The obligations of the issuer and the guarantors in respect of the bonds will rank equally with existing senior debt funding of the Goodman Fielder Group. Pursuant to the guarantee, each guarantor guarantees to the trustee (on behalf of bondholders) the payment by the issuer of all of the issuer's indebtedness to bondholders or the trustee under or in connection with the bonds. The guarantors are Associated Mills Limited, Country Bake Bakeries Pty Ltd, Darwin Bakery Pty Limited, Goodman Fielder Consumer Foods Pty Limited, Goodman Fielder Limited, Goodman Fielder Treasury Pty Limited, La Famiglia Fine Foods Pty Ltd, Paradise Food Industries Pty Ltd, Quality Bakers Australia Pty Limited, Stuart Bakery Pty Ltd, and Sunicrust Bakeries Proprietary Limited. -14-

17 GOODMAN FIELDER NEW ZEALAND LIMITED Additional NZX Appendix 1 Disclosures Reporting Period 6 months to Previous Reporting Period 6 months to 31 December 2010 Revenue from ordinary activities Profit (loss) from ordinary activities after tax attributable to shareholders Net profit (loss) attributable to shareholders Amount (000s) Percentage change $NZ 550,607 Down 2.1% ($NZ 927) Down 103.4% ($NZ 927) Down 103.4% Interim Dividend It is not proposed to pay a dividend in connection with this reporting period Record Date Dividend Payment Date Amount per security Not Applicable Not Applicable Not Applicable Imputed amount per security Not Applicable Audit: Comments: This report is based on unaudited financial statements. Refer to the review of operations included in the attached half year report. NTA Backing 31 December 2010 Net tangible asset backing ($NZ 2.45) ($NZ 2.38) per ordinary share OTHER NZX DISCLOSURES There have been no major changes or trends in the Company s business subsequent to the end of the financial period. There have been no significant changes in the value of assets.