Final Results

RNS Number : 8363I

Greencore Group PLC

25 November 2008

 



PRELIMINARY STATEMENT OF RESULTS FOR THE YEAR ENDED 26 SEPTEMBER 2008

GREENCORE GROUP PLC ('Greencore' or the 'Group'), a leading international food and malt producer, today issues the following preliminary statement of results for the year ended 26 September 2008.

HIGHLIGHTS

Financial

• Sales growth of 3.2% to €1.31 billion, growth of 13.3% on a constant currency basis

• Operating profit (1) decrease of 4.5% to €77.3 million, representing 5.5% growth on a constant currency basis. Impact of currency on operating profit was €8.1 million

• Adjusted EPS (2) decrease of 7.7% to 24.1 cent, representing a 1.2% increase on a constant currency basis

• Well financed balance sheet

  • An 11.6% reduction in comparable net debt year on year to €283.4 million 

  • Committed bank facilities of €586 million (with maturity dates between May 2010 and October 2015)

• Final dividend of 8.21 cent per share (FY07: 8.21 cent) resulting in a total dividend for the year of 13.51 cent per share (FY07: 13.26 cent) 

Business

• Solid performance in Convenience Foods division (excluding Mineral Water ('Water'))

• • Increase in sales (3) by 8.3%

  • Strong performance in recovering input price inflation

  • Constant currency operating profit decreased by 1.3%

• Water cost concealment issue fully resolved

• • Financial impact consistent with announcement of June 2008 

  • Completion of wider Group financial risk and control review without issue

  • New Group control process implemented

• Excellent performance in Ingredients & Related Property division

• • 24.0% increase in sales, or 29.9% on a constant currency basis

  • 16.9% increase in operating profit, or 25.9% on a constant currency basis

• Significant progress on development agenda

• • Initial US Convenience Foods platform, Home Made Brand Foods Inc. ('HMBF'),  acquired in April 2008

  • The securing of a ten year US licence with Weight Watchers across five chilled prepared food categories

  • The UK's No.1 foodservice desserts business, Ministry of Cake, acquired in December 2007

• Successful resolution of EU Sugar restructuring aid process with final instalment of €83.4 million received in February 2008

Commenting on the results, Patrick Coveney, Group Chief Executive said:

'These results represent a resilient response to a challenging year which saw double digit food inflation, a dramatic weakening in sterling, declining confidence in all consumer markets and the negative impact of a cost concealment issue at our Mineral Water business. Despite these headwinds, our Group has delivered constant currency growth in sales, profit and EPS. Our portfolio continues to work well in each of our core markets, we have a well financed balance sheet and we have made excellent early progress in our new North America Convenience Foods business - a strategy that will in time transform the scale, shape and returns of our Group.'

(1) Before exceptional items and acquisition related amortisation with FY07 restated for the impact of the costs concealment issue at the Group's Mineral Water ('Water') business 

(2) Continuing operations before exceptional items, acquisition related amortisation, FX on inter company and certain external loan balances and the movement in the fair value of all derivative financial instruments and related debt adjustments. The comparative amount for FY07 has been restated to reflect the impact of the costs concealment issue at the Group's Water business 

(3) At constant exchange rates and excluding Water

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PRESENTATION OF RESULTS:

A presentation of results will be made to analysts and institutional investors at 9.00am on Tuesday, 25 November 2008 at The Conrad Hotel, Earlsfort Terrace, Dublin 2.  

This presentation can be accessed live through the following channels:

• Webcast - details on www.greencore.com

• Conference call dial-in numbers

• • [phone] 

  • [phone]

  • The participant code is 8269443 in both cases

Replay of the presentation will be available on www.greencore.com. It will also be available through a conference call replay facility which will be available for one week - the replay dial in numbers are [phone] and [phone]. The replay passcode is 8269443#.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Patrick Coveney	Chief Executive Officer	Tel: [phone]
Geoff Doherty	Chief Financial Officer	Tel: [phone]
Eoin Tonge	Capital Markets Director	Tel: [phone]
Billy Murphy / Anne-Marie Curran	Drury Communications	Tel: [phone]
Rory Godson / Elizabeth Rous	Powerscourt	Tel: + 44  (0) 20 7250 1446

ABOUT GREENCORE GROUP

• A leading international producer of convenience food, as well as an established ingredients supplier with operations in Ireland, the UK, the US, The Netherlands and Belgium

• Strong market leadership positions in the UK convenience food market across sandwiches, prepared salads, sushi, chilled prepared meals, chilled soups & sauces, ambient sauces & pickles, cakes & desserts, mineral water and Yorkshire puddings

• Extending presence outside the UK with fast-growing convenience food businesses in the US, The Netherlands and Ireland

• The leading malt producer in Ireland, the UK and Belgium

• Significant property assets in Ireland and the UK

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SUMMARY (4)

The advantages of the Group's diversified food portfolio were strongly demonstrated during FY08.  The excellent performance in the Group's Ingredients activities significantly offset a decline in our Convenience Foods division.  The results were delivered in the context of an 11.6% depreciation in the average EUR/GBP exchange rate to 0.764 in FY08 (FY07: 0.675) which impacted the translation of operating profit by €8.1 million. In addition to the currency impact, the Group experienced significant input price inflation, a consumer slowdown particularly in the second half of the year and the discovery of a material cost concealment issue at our Water business. The Group's overall performance in the year was resilient against this backdrop. Overall Group sales of €1.31 billion were 13.3% ahead of FY07 on a constant currency basis (3.2% ahead after the impact of currency translation).  Group operating profit of €77.3 million was ahead of FY07 by 5.5% on a constant currency basis, although was adverse by 4.5% after the impact of currency translation.  Adjusted EPS of 24.1 cent was ahead of FY07 by 1.2% on a constant currency basis but was 2.0 cent, or 7.7%, behind the FY07 continuing adjusted EPS of 26.1 cent. 

The second half of FY08 was marked by the discovery, during a scheduled internal audit review, of a deliberate concealment of costs at Water. This concealment was undertaken by the former financial controller of Water who left the business prior to the issue being discovered. Within the FY08 result, an operating loss of €4.0 million, primarily incurred in the period prior to discovery, was recorded in the Group's Water business compared to a restated loss of €2.8 million in FY07.  The results for FY07 have been restated for the impact of this with an adjustment of €10.1 million to operating profit, representing the difference between the restated loss of €2.8 million and the amount included in reported profit in FY07 of €7.3 million. A further after tax amount of €5.2 million in relation to FY06 has been restated through opening reserves. In July and August 2008, the Group, independently supported by KPMG, performed a full balance sheet and financial control review of the Group. No additional issues were identified but salutary lessons have been learned from the Water issue and immediate steps implemented which have significantly enhanced the Group's control environment.

The Convenience Foods division (excluding Water) delivered a solid performance overall in FY08 despite testing market conditions.  Operating profit was €50.1 million, a decrease by 1.3% on a constant currency basis or a decrease by 12.3% after the impact of currency translation.  Sales were €863.9 million, compared to €894.5 million in FY07, a decrease of 3.4% but were ahead by 8.3% on a constant currency basis.  

The Ingredients & Related Property division delivered a very strong performance in FY08 across all activities comprising Malt, Molasses, Edible Oils and Agri-trading. Divisional sales grew strongly, by 29.9% on a constant currency basis, to €414.1 million or by 24.0% after the impact of currency translation. Operating profit grew by 25.9% on a constant currency basis to €31.1 million and by 16.9% after the impact of currency translation.

The Group's net finance charge (5)  for the financial year was €19.2 million compared to €17.9 million in FY07. The key reason for the increase is the reduction in the net pension financing credit, a non cash item, by €1.1 million to €9.1 million in FY08. Net bank interest payable decreased to €29.2 million from €30.6 million in FY08 reflecting lower average debt levels more than offsetting the impact of interest rate increases. In addition, the Group's effective tax rate decreased to 16.0% (FY07:16.7%) consistent with the change in the mix of Group profits. Group comparable net debt decreased by 11.6% to €283.4 million.

A net exceptional gain (after tax) of €9.2 million, with an associated cash benefit of €11.8 million, was recorded in the year. This comprised of a gain of €18.9 million reflecting, primarily, the increased amount of EU Sugar restructuring aid received, partially offset by charges (€8.9 million) taken in respect of two site closures and business restructuring initiatives and the costs (€0.8 million) associated with investigation of the Water cost concealment issue and the subsequent wider Group financial review. 

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(4)  Through this review, unless otherwise stated, comparatives against FY07 are post the restatement of FY07 for the impact of the cost concealment issue at Water

(5)  Excluding FX on inter-company and certain external loan balances and the movement in the fair value of all derivative financial instruments and related debt adjustments

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DIVIDEND

The Board is recommending a final dividend of 8.21 cent per share (FY07: 8.21 cent per share) which when added to the interim dividend of 5.30 cent per share (FY07: 5.05 per share) results in a total dividend for the year of 13.51 cent per share (FY07: 13.26 per share).

OUTLOOK

The Group continues to make progress in its development as an international food business with a balanced customer and channel exposure. Central to this is the continuing development of its UK Convenience Foods business underpinned by strong number 1 and number 2 category market positions with multiple retail and foodservice customers. We continue to grow our International Convenience Foods business, particularly in the US, with international sales now comprising 13% of overall Convenience Foods activity. This proportion will increase further in FY09. In addition, we have an excellent Malt franchise with well invested facilities and number 1 market positions in Ireland and the UK and a leading position in Belgium.

The consumer environment in the near term is likely to remain challenging. In particular, in our core convenience foods market in the UK the general economic outlook is poor. However, Convenience sales overall in the early part of FY09 are in line with last year. We continue to make excellent progress in our US and Continental European Convenience businesses.  FY09 has started well in our Ingredients & Related Property division and is on track to have another strong year. In addition, the outlook for energy pricing and interest rates has improved in recent weeks although the EUR/GBP exchange rate has weakened further.

Within the Group's finance costs, accounting standards require the Group to record the expected return on its defined benefit pension assets at the beginning of the financial year. Pension assets globally have decreased significantly year on year and as such the interest income in respect of the expected return on these assets will be significantly lower in FY09.  These are long-term assets to fund long-term liabilities.  The nature of this accounting item is that it fluctuates significantly year on year and, therefore, the Group will eliminate it from its adjusted EPS calculation from FY09 onwards to give a fairer measure of underlying earnings performance.

These are undoubtedly tough times in our industry but there are opportunities in every market. We remain confident that the combination of our people, our low cost leadership, our well capitalised balance sheet, strong market positions and excellent facilities will ensure a positive medium term outlook for our business. 

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OPERATIONAL REVIEW - Convenience Foods

	FY08	FY07*		Constant  Currency
	€'m	€'m	Change	Change
Turnover	894.0	933.1	-4.2%	+7.4%
Operating Profit	46.2	54.4	-15.1%	-4.6%

* as restated for the impact of the Water business cost concealment issue

• Overall

Convenience Foods recorded a disappointing trading performance in the year, in particular given the impact of the Water cost concealment issue that weighed significantly on the divisional result for the year. In June 2008, we announced that following a scheduled review by the Group's internal audit function a significant amount of concealed cost had resulted in a material restatement of the balance sheet.  The correction of this has been adjusted through the results of the current and prior years. The Convenience Foods divisional result in FY08 of €46.2m is stated after charging a loss of €4.0 million for Water. In addition, a restatement of the FY07 operating profit by €10.1 million has also been recorded with a further after tax amount of €5.2 million in respect of FY06 restated through opening reserves.  A recovery plan is well underway for Water with a significant number of initiatives already implemented.

In order to understand the underlying performance of the division, it is necessary to highlight divisional performance excluding Water.  Sales were €863.9 million or 8.3% ahead of FY07 on a constant currency basis and were 3.4% behind after the impact of currency translation.  Operating profit on the same basis was €50.1 million, or 1.3% behind FY07 but was 12.3% behind after the impact of currency translation.  UK sales represented 91% of convenience food sales in the year. On a run-rate basis, considering that our US business Home Made Brand Foods Inc. was acquired in April and consolidated in these results for five months, UK sales were 87% of convenience foods activity. The international proportion of Group Convenience sales will continue to grow as we drive the development of our international business. The delivery of overall 8.3% sales growth and a food operating margin of 5.8% represent a resilient performance.  Our 'Total Lowest Cost' or TLC programme, embedded in our business over many years, continues to underpin our food margins and enables the Group to deliver distinctive value for its customers.  In Convenience Foods a 6% operating margin is broadly consistent with a 15% return on invested capital which represents a key measure of performance. 

• UK convenience

FY08 was a challenging year in the UK convenience food market with the twin issues of significant commodity price inflation and a more general consumer slowdown, particularly in the later part of the year, impacting performance.  Our input price inflation has now been fully recovered.  Average category volume growth in our UK business was 2% (equivalent market decrease of 1%) during the year with Food to Go, Cakes & Desserts, Yorkshire Puddings and Foodservice sales above the median with Ready Meals and Ambient Grocery tracking above market growth but behind our average portfolio growth. The balance in our UK portfolio ensures we are not overly reliant on any single category.  Our Food to Go business, (approximately one third of divisional sales) with its core  sandwich offering, complemented by growing ranges in sushi and prepared salads, grew its market share by 1% during the year to 28% underpinning its position as the UK's number 1 food-to-go business. Our Food to Go team continue their category leading work with customers on category management, merchandising, ranging and availability. We have extended our already successful partnership with Weight Watchers into food-to-go generating €6.0 million of incremental sales in the year.  In addition, our innovation continues to win new business, for example the 'Boots Summer Collection' range. Our Cakes and Desserts business also performed well, delivering sales growth significantly ahead of average convenience food sales growth. This sales growth was delivered as a result of continuing innovation by our Cakes and Desserts team delivering on initiatives such as 'Design your Cake' and 'Terry's Chocolate Orange' cake. Our Yorkshire Puddings business also performed well with our business now recording a 38% share of the UK frozen baked Yorkshire puddings market. We continue to make inroads in the growing foodservice channel, with this channel and sales to non-multiple retailers now representing 30% of our overall business. In December 2007 we acquired the UK's number 1 foodservice desserts business Ministry of Cake. In the period since acquisition, the business has generated 10% like for like sales growth winning innovation awards with both Pizza Hut and Burger King. The ready meals category represents the most difficult category in UK convenience foods. The key issue remains over-capacity although there is increasing recent evidence of manufacturers reducing capacity. Greencore has played its own part in this with the closure of one of our ready meal facilities in FY08 and moving production volume to the Group's other facilities. This will help in our drive to make more acceptable returns on capital in this category.  Weight Watchers ready meals have continued to buck the overall market trend with growth in the past year of 16%.

The next twelve months will be tough in the UK. Pressures continue to increase on the consumer, although recent attempts to stimulate the economy such as interest rate cuts will help. Our job in this environment is to continue to deliver innovation, quality and most importantly value to our consumers and customers whilst delivering an acceptable return on invested capital. There are opportunities in every market and the combination of our people, our well invested facilities, technical & food safety skills and reputation for offering value and innovation will stand to us over time.

• International

The highlight of our International convenience food business in FY08 was the acquisition in April 2008 of Home Made Brand Foods Inc. ('HMBF'). This first step followed an eighteen month US business development and research effort. The US chilled market is an emerging market in food with grocery retailers determined to win back market share conceded to the foodservice channel over the last ten years. An innovative chilled food programme underpinned by strong food safety standards remains at the heart of their 'fight back'.  Our initial acquisition of HMBF was underpinned by the Group securing the Weight Watchers US licence for chilled foods in August 2008. We will be testing product in store with leading US retailers from January 2009.  HMBF had year on year earnings growth of 26% albeit from a small base driven largely by category growth in fresh prepared foods, particularly ready meals and salads. The category offering will be extended in FY09 into sandwiches.  Fresh sandwiches delivered direct to store is a relatively new concept in the US but retailers are responding very positively with two new programmes scheduled for 2009. The US chilled food market remains in its infancy with many of our competitors being small privately owned businesses.  Economic conditions are challenging in the US but there is considerable evidence of consumer switching from foodservice into buying chilled product from our retail customers as consumers increasingly choose to eat at home.

Our Continental European business also performed well during FY08 and enjoyed its best result in Greencore ownership since 2001.  Sales grew by 13% in the year driven, in particular, by strong sandwich category trading including new petrol forecourt ranges.

Overall, there is a lot to be confident about regarding the medium term prospects for our convenience foods business. It will undoubtedly be tough in the near term but the growing geographic diversification of our sales, our ability to transfer our chilled intellectual capital to other markets and our commitment to delivering cost leadership and value position our convenience foods business well in this environment.

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OPERATIONAL REVIEW - Ingredients and Related Property 

	FY08	FY07		Constant  Currency
	€'m	€'m	Change	Change
Turnover	414.1	334.0	+24.0%	+29.9%
Operating Profit	31.1	26.6	+16.9%	+25.9%

Our Ingredients & Related Property division had an excellent year with progress in all activities. Constant currency sales were 29.9% ahead of last year or 24.0% after the impact of currency translation.  Divisional operating profit of €31.1m was 25.9% ahead of last year on a constant currency basis or 16.9% ahead after the impact of currency translation. The key driver of performance was Malt which comprised 60% of divisional sales in the year. Our Molasses, Edible Oils and Agri-trading businesses also recorded strong performances in the year. Considerable progress was made on the Group's planning and zoning efforts in respect of its property activities, notwithstanding a significant softening of property markets.

• Malt

Our Malt business recorded strong performances in each of its key markets in the UK, Ireland and Belgium. The closer match of supply and demand has driven malt margins in the period above that seen in previous years.  In Scotland we experienced particularly strong demand due to a buoyant market for Scottish whisky. During the year, we commissioned the expansion of an additional 20,000 tonnes of capacity at our Buckie plant to meet the excess demand over current available capacity in Scotland. Although core UK brewing volumes were under some pressure in the year, this was offset by additional volumes to distilling and export customers. Our Malt business has annual capacity of 525,000 tonnes and our facilities are well invested.  The replacement cost of our malting assets is significantly in excess of book value with the build cost of malting capacity at circa €750 per tonne reflecting the cost of malting construction and the limited number of malting plant constructors.  In an effort to lessen the variability of malt earnings year to year, in a historically cyclical industry, we continue with our efforts to put in place an increasing proportion of multi-annual contracts with our customers.  Approximately 50% of our overall malt volumes are now sold under these multi-annual contracts.

• Other Ingredient and Agri-business

A strong performance was also recorded in our Edible Oils, Molasses and Agri-business activities. Throughout much of FY08 the fall in global stock levels for many agricultural commodities saw prices soar to record highs. This encouraged farmers to sow increased cereal acreages with a consequential increase in the demand for fertiliser, chemicals and inputs generally.

• Progress on Property planning

Property markets have softened considerably in recent times and it is likely to take some time for credit markets to unfreeze and buying activity to start again. Central to our property strategy is the reduction of planning and zoning risk and we made excellent progress on this during FY08. In particular in July 2008 our Carlow lands were rezoned for significant mixed use redevelopment and we achieved planning permission for a retail warehousing scheme in Athy. Additionally, in Littlehampton we expect to lodge a planning application for 1,500 residential units in the coming months with a subsequent planning and rezoning decision expected by 2010. We have slowed down our rezoning and promotional efforts in Mallow and Laois reflecting the softened property market but will keep this under active review. Our ongoing investment in planning and zoning is modest but we will continue our efforts to best position our property portfolio in anticipation of a return to more favourable property market conditions.

• Resolution of EU Sugar restructuring aid

In January 2008 the Irish Government informed the Group of its decision to allocate 87.3% (representing a total of €127.0 million) of EU restructuring aid to Greencore. The revised allocation resulted in a final settlement of €83.4 million received on 29 February 2008. The Group recorded a net exceptional gain of €18.9 million in the period reflecting, primarily, the increased amount of EU restructuring aid received. We continue to make good progress in the delivery of our restructuring plan, the costs of which have already been provided for in 2007.

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FINANCIAL REVIEW

• Overview

The strengthening of the euro against sterling has had a material translation impact on the results when compared to last year. The average EUR/GBP exchange rate was 0.675 in FY07 compared to 0.764 in FY08 impacting translation of our sterling results negatively by 11.6% in the period. Approximately 80% of total operating profits are sterling dominated.  Operating profit in the year of €77.3 million was 4.5% behind FY07 after the impact of currency translation. On a constant currency basis operating profit was 5.5% ahead. Group sales of €1.31 billion were 13.3% ahead of FY07 on a constant currency basis and 3.2% ahead after the impact of currency translation. Profit before tax and exceptional items was €55.3 million compared to €65.0 million in FY07 with currency, in particular, having an impact year on year.

• Capital Structure

The Group employs a combination of debt and equity to fund its operations. At the end of FY08 the total capital employed in the Group was €581.7 million (FY07: €605.4 million). The Group's primary source of incremental capital, outside of the capital markets, is its cash flow from operations which was €83.0 million, before exceptional items, during FY08. The Group funds its acquisition activity from a combination of cash flow and available headroom within committed bank facilities. All acquisitions are made within internally prescribed Group net debt to EBITDA targets both on acquisition and within 18 months of acquisition.

As at 26 September 2008 the Group's comparable net debt of €283.4m represented 2.7 times EBITDA, comfortably within the Group's key debt covenant. The Group has committed facilities of €586.4 million with the maturity dates between May 2010 and October 2015. 61% of our facilities are provided by a group of international banks with the remainder being private placement notes.

• Finance Costs 

The Group's net bank interest payable for the year was €29.2 million compared with the FY07 charge of €30.6 million.  The change in the fair value of derivatives, related debt adjustments and FX movements on inter-company and certain external loan balances was a net cost of €3.4 million compared to a gain of €1.2 million in FY07.  In addition, within the finance line of the Group's profit and loss account is a composite item in relation to the Group's defined benefit pension schemes. This item reflects the income associated with the expected returns on the Group's defined benefit pension assets and an interest charge on discounting the associated pension liabilities. The resulting net pension finance income was €9.1 million compared to €10.2 million in FY07.  This item is materially variable year on year and will be significantly reduced in FY09 due to poor global pension asset returns.  Due to the ongoing volatility associated with this accounting item, the Group will exclude this from its adjusted EPS from FY09 onwards.

• Taxation

The Group's effective tax rate on continuing operations (excluding exceptional and associates) in FY08 was 16.0% compared to the FY07 rate of 16.7% reflecting a change in the mix of the Group's profits. The amount of cash taxation continues to be well below the tax charge reflecting the availability of losses forward and other reliefs.

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• Exceptional Items

The Group recorded a net exceptional gain (net of tax) of €9.2 million in FY08 (full details of which are contained in note 3 to the preliminary statement).  The associated cash impact of this was a net benefit of €11.8 million.  The net gain comprised the following:-

Sugar exit	A €18.9 million net benefit (versus FY07 receivable and provisions) related to the exit from sugar processing in Ireland
Business restructuring	A composite item of €8.9 million associated with the asset write-off and related costs in respect of the closure of a Ready Meals Facility, the closure of one of the Group's Frozen Desserts facilities and business unit and central function headcount reductions and associated redundancy costs
Water investigation and associated Group financial review	A €0.8 million charge in respect of professional and other fees incurred on the Water investigation and subsequent wider Group financial review.

• Earnings Per Share

Adjusted EPS in FY08 was 24.1 cent which is 2.0 cent, or 7.7%, adverse on the restated FY07 continuing adjusted EPS of 26.1 cent. Adjusted EPS in FY08 was 1.2% ahead of FY07 on a constant currency basis. This is based on a weighted average number of ordinary shares of 200.7 million for the year (FY07 198.9 million).

• Pensions

The fair value of total plan assets relating to the Group's defined benefit pensions scheme (excluding associates) decreased to €386.6 million at September 2008 from €547.3 million at September 2007. The present value of the total pension liabilities for these schemes decreased to €454.7 million from €573.1 million over the same period. This is reflected in an increase in the net pension deficit (before related deferred tax) to €68.1 million at September 2008 (from a net pension deficit of €25.8 million at September 2007).

• Cash Flow and Net Debt

Net debt (excluding the impact of marking to market all derivative financial instruments and related debt) at 26 September 2008 was €283.4 million, a year on year reduction of 11.6% from last year's €320.5 million. During the year, the final instalment of EU restructuring aid, €83.4 million was received. The Group made three acquisitions during the year for an aggregate consideration of €48.6 million.  Further amounts of up to c. €9.4 million may become payable in, or following, FY09, depending on performance. The acquisitions were Home Made Brand Foods Inc (the Group's initial platform US business), Ministry of Cake, the leading UK foodservice desserts player and the former Danone bottled water business at Blaen Twyni in Wales.  A net cash inflow (pre exceptional items) from operating activities of €83.0 million was recorded compared to an inflow of €101.1 million in FY07.  Working capital increased in the period by €14.2 million due in the main to the 24% increase in divisional sales in Ingredients and Related Property.

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• Financial control and risk

The Water cost concealment issue led the Group to conduct a thorough review of its control environment and material Group risks.  As a result of this review, we have implemented a new set of financial control procedures, performance measures and monitoring controls to significantly improve the control environment of the Group. We have widened the definition of what is meant by control to all functions of the business rather than examining and monitoring through the finance function in isolation.  An element of compensation for our senior business leaders is now directly connected to the maintenance of a strong control environment.  In addition, we have established a Risk Management Group (RMG) to identify and monitor key Group risks supported by a programme of work approved by, and reporting periodically to, the Board's Audit committee.

• Key Performance Indicators

The Group uses a set of headline key performance indicators to measure the performance of its operations. Although separate measures, the relationship between all four is also monitored.  In addition, other performance indicators are measured at individual business unit level.

Return on capital employed

Capital is defined as the sum of the book value of shareholder's equity plus net debt but excluding pension scheme assets or deficits with the returns measure expressed as operating profit including share of associates. The Group's return on capital in FY08 was 14.5%.

Sales Growth

Group sales on constant currency basis grew by 13.3% in FY08. In our Convenience Foods business the Group measures weekly sales growth. In FY08 we recorded 8.3% growth on a constant currency basis (excluding Water). In the Ingredients & Related Property division we track monthly sales. In FY08 we recorded 29.9% sales growth on a constant currency basis.

Operating Margin

The Group's operating margin in FY08 was 5.9% compared to 6.4% in FY07. In Convenience Foods the operating margin was 5.2% compared to 5.8% in FY07 and 5.8% and 6.4% respectively after excluding our Water activities.

Free Cash flow

The Group's free cash measure is net cash flow from operating activities before exceptional items adjusted for maintenance capital expenditure. Group free cash was €73.8 million in FY08 or 95% of Group operating profit of €77.3 million.

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GROUP INCOME STATEMENT 

year ended 26 September 2008

							2008				2007 (as restated)
		Notes			Pre - exceptional		Exceptional (note 3)		Total		Pre - exceptional		Exceptional (note 3)		Total
					€'000		€'000		€'000		€'000		€'000		€'000
Continuing operations
Revenue			2		1,308,097		-		1,308,097		1,267,156		-		1,267,156
Cost of sales					(947,221)		-		(947,221)		(906,021)		-		(906,021)
Gross profit					360,876		-		360,876		361,135		-		361,135
Operating costs, net					(283,571)		(13,586)		(297,157)		(280,161)		(5,923)		(286,084)
Group operating profit/(loss) before amortisation of acquisition related intangibles					77,305		(13,586)		63,719		80,974		(5,923)		75,051
Amortisation of acquisition related intangibles					(672)		-		(672)		-		-		-
Group operating profit/(loss)					76,633		(13,586)		63,047		80,974		(5,923)		75,051
Finance income			6		43,167		-		43,167		43,645		-		43,645
Finance costs			6		(65,788)		-		(65,788)		(60,343)		-		(60,343)
Share of profit of associates after tax					1,329		-		1,329		733		-		733
Profit/(loss) before taxation					55,341		(13,586)		41,755		65,009		(5,923)		59,086
Taxation					(9,189)		3,854		(5,335)		(10,505)		1,658		(8,847)
Result for the period from continuing operations					46,152		(9,732)		36,420		54,504		(4,265)		50,239
Discontinued operations
Result from discontinued operations (incl. associate)					-		18,892		18,892		1,628		52,455		54,083
Result for the financial period					46,152		9,160		55,312		56,132		48,190		104,322
Attributable to:
Equity shareholders					44,249		9,160		53,409		54,759		48,190		102,949
Minority interests					1,903		-		1,903		1,373		-		1,373
					46,152		9,160		55,312		56,132		48,190		104,322
Basic earnings per share (cent)			5
Continuing operations									17.2						24.6
Discontinued operations									9.4						27.2
									26.6						51.8
Diluted earnings per share (cent)			5
Continuing operations									17.1						24.5
Discontinued operations									9.4						27.1
									26.5						51.6

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GROUP BALANCE SHEET

at 26 September 2008

	2008	2007 (as restated)
	€'000	€'000
ASSETS
Non-current assets
Intangible assets	402,986	357,229
Property, plant and equipment	367,388	392,164
Investment property	808	905
Investments in associates	1,244	1,404
Other receivable	-	64,967
Retirement benefit assets	866	37,674
Deferred tax assets	35,722	17,098
Total non-current assets	809,014	871,441
Current assets
Inventories	125,160	136,905
Trade and other receivables	138,834	112,497
Cash and cash equivalents	139,040	117,949
Available for sale financial assets	23	290
Derivative financial instruments	-	1,836
Total current assets	403,057	369,477
Total assets	1,212,071	1,240,918
EQUITY
Capital and reserves attributable to equity holders of the Company
Share capital	129,641	128,125
Share premium	118,961	110,366
Other reserves	(4,417)	1,992
Retained earnings	(4,947)	26,012
	239,238	266,495
Minority interest in equity	4,816	4,196
Total equity	244,054	270,691
LIABILITIES
Non-current liabilities
Borrowings	407,500	316,334
Derivative financial instruments	15,346	42,086
Retirement benefit obligations	68,956	63,458
Other payables	10,148	8,033
Provisions for liabilities	11,831	18,804
Deferred tax liabilities	51,183	33,273
Government grants	1,047	1,160
Total non-current liabilities	566,011	483,148
Current liabilities
Borrowings	69	81,919
Derivative financial instruments	5,286	120
Trade and other payables	356,953	367,104
Provisions for liabilities	12,601	10,902
Income taxes payable	27,097	27,034
Total current liabilities	402,006	487,079
Total liabilities	968,017	970,227
Total equity and liabilities	1,212,071	1,240,918

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GROUP CASH FLOW STATEMENT

year ended 26 September 2008

	2008	2007  (as restated)
	€'000	€'000
Operating profit - continuing	63,047	75,051
Exceptional items - continuing	13,586	5,923
Operating profit - continuing (pre-exceptional)	76,633	80,974
Depreciation	26,716	29,800
Amortisation of intangibles	1,710	1,148
Employee share option expense	319	382
Amortisation of government grants	(88)	(91)
Difference between pension charge and cash contributions	(6,379)	(5,998)
Changes in working capital	(14,243)	(6,574)
Other movements	(1,678)	1,419
Net cash inflow from operating activities before exceptional items	82,990	101,060
Cash inflows related to exceptional items	73,187	17,981
Interest paid	(33,327)	(33,842)
Tax paid	(470)	(1,386)
Net cash inflows from operating activities	122,380	83,813
Cash flows from investing activities
Dividends received from associates	531	728
Purchase of property, plant, equipment and software	(44,811)	(48,716)
Acquisition of undertakings	(48,555)	(1,840)
Disposal of undertakings & investment in associate	1,311	40,640
Interest received	2,690	2,741
Government grants (repaid)/received	(25)	69
Net cash outflows from investing activities	(88,859)	(6,378)
Cash flows from financing activities
Proceeds from issue of shares	281	899
Ordinary shares purchased - own shares	(800)	-
Increase/(decrease) in borrowings	19,870	(16,956)
Decrease in finance lease liabilities	(38)	(128)
Dividends paid to equity holders of the Company	(16,633)	(18,361)
Dividends paid to minority interests	(1,273)	(749)
Net cash outflows from financing activities	1,407	(35,295)
Net increase in cash & cash equivalents	34,928	42,140
Reconciliation of opening to closing cash and cash equivalents
Cash and cash equivalents at beginning of year	117,949	78,967
Translation adjustment	(13,837)	(3,158)
Increase in cash and cash equivalents	34,928	42,140
Cash and cash equivalents at end of year	139,040	117,949

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GROUP STATEMENT OF RECOGNISED INCOME AND EXPENSE

year ended 26 September 2008

	2008	2007  (as restated)
	€'000	€'000
Items of income and expense taken directly within equity
Currency translation differences	(2,522)	(343)
Hedge of net investment in foreign currency subsidiary	(2,280)	-
Actuarial (loss)/gain on Group defined benefit pension schemes	(64,704)	6,764
Deferred tax on Group defined benefit pension schemes	7,746	(1,171)
Share of actuarial gain on defined benefit pension schemes of  associates (net)	-	1,947
Fair value of available for sale financial assets	347	(223)
Cash flow hedges:
Loss taken to equity	(2,141)	(166)
Transferred to profit for the period	98	(333)
Deferred tax on cash flow hedge	570	150
Net (expense)/income recognised directly within equity	(62,886)	6,625
Group result for the financial period	55,312	104,322
Total recognised income and expense for the financial year	(7,574)	110,947
Attributable to:
Equity shareholders	(9,477)	109,574
Minority interests	1,903	1,373
Total recognised (expense)/income for the financial year	(7,574)	110,947

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NOTES TO THE PRELIMINARY STATEMENT

year ended 26 September 2008

1 Basis of Preparation of Financial Information

The financial information presented in this preliminary announcement has been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretations Committee (IFRIC) interpretations adopted by the European Union (EU), and the requirements of Listing Rule 6.7 of the Irish Stock Exchange.

The financial information, which is presented in euro and rounded to the nearest thousand (unless otherwise stated), has been prepared under the historical cost convention, as modified by the measurement at fair value of certain financial assets and financial liabilities, including share options at grant dates, available for sale investments and derivative financial instruments. The carrying values of recognised assets and liabilities that are hedged are adjusted to record the changes in the fair values attributable to the risks being hedged. Full details of the Group's accounting policies will be included in the 2008 annual report which will be distributed in January 2009. The accounting policies are consistent with those applied in the Group financial statements for the year ended 28 September 2007. The Group adopts IFRS 7 'Financial Instruments: Disclosures' in the current year and will disclose the required additional information in the 2008 annual report.

The prior year results have been restated in respect of a material misstatement of the financial position and performance of the Water business (part of the Convenience Foods segment) which was uncovered during the year ended September 2008. Further details are disclosed at note 7.

2 Segmental Reporting

The Group's primary reporting segment is by class of business. The Group has two primary reporting segments: (i) Convenience Foods and (ii) Ingredients & Related Property.

	Revenue		Profit
	2008  €'000	2007  €'000	2008  €'000	2007  (as restated) €'000
Continuing - Group revenue and operating profit before exceptional items and amortisation of acquisition related intangibles
Convenience Foods Ingredients & Related Property	893,989  414,108	933,149  334,007	46,166  31,139	54,350  26,624
Total continuing	1,308,097	1,267,156	77,305	80,974
Amortisation of acquisition related intangibles
Convenience Foods			(672)	-
Group operating profit  (pre-exceptionals)			76,633	80,974
Exceptional items
Convenience Foods			(12,755)	(5,923)
Ingredients & Related Property			(831)	-
Group operating profit			63,047	75,051

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3 Exceptional Items

Exceptional items are those that, in management's judgment, need to be disclosed by virtue of their nature or amount. Such items are included within the income statement caption to which they relate and are separately disclosed in the notes to the Group Financial Statements.

The Group reports the following exceptional items:

		2008  €'000	2007  €'000
Continuing operations
Business restructuring	(a)	(12,449)	-
Water restructuring and associated Group financial review	(b)	(1,137)	-
Lease obligation provision	(d)	-	(5,923)
		(13,586)	(5,923)
Taxation on exceptional items		3,854	1,658
Total continuing operations		(9,732)	(4,265)
Discontinued operations (net of tax)
Exit from sugar processing	(c)	18,892	21,134
Profit on disposal of investment in associate	(e)	-	24,158
Reduction in provision for loss on termination of operations	(f)	-	4,117
Profit on business disposals	(g)	-	3,046
Total discontinued operations		18,892	52,455
Total exceptional gains		9,160	48,190

(a) Business restructuring

During 2008 the Group undertook a detailed strategic review of production facilities. As a consequence of that review, it was decided that one ready meal facility at Kiveton and one frozen desserts facility should be closed. Production from those facilities was transferred to other Group sites during the year ended September 2008.

Additionally, as part of the continuation of the 'Total Lowest Cost' agenda, the Group embarked on a Management Restructuring program which resulted in head count reductions at both business units and in central functions.

The total cost of this restructuring was €12.4m (€8.9m net of tax).

(b) Water restructuring and associated Group financial review

In June 2008, the Group announced that it had uncovered a deliberate concealment of costs in the Water business (part of the Convenience Foods segment).  This concealment had led to a material misstatement of the financial performance of the Group covering the periods 2006, 2007 and the current year.  In the same announcement the Group stated that it was conducting a thorough review of all the Group's businesses and of its internal control, financial reporting and external audit process.

The cost of the Water investigation along with related business restructuring and review costs was €1.1m (€0.8m net of tax). The related costs have been accounted for as an exceptional item.

(c) Exit from sugar processing

During 2006, Greencore confirmed its intention to exit sugar processing in Ireland, renounce its quota and apply for EU restructuring aid under the Council Regulations (EC) No. 320/2006 and No. 968/2006 (the Regulations). The total EU restructuring aid available for the sugar quota renounced by Greencore was €145.5m. The Regulations gave the Member State responsibility for the allocation of this aid between Greencore, sugar beet growers and machinery contractors.

In July 2006, the Government announced that it was allocating €98.4m to Greencore. The Board of Directors of Greencore rejected the basis of this allocation and sought a judicial review of the decision in the High Court. The findings of this judicial review were issued in June 2007 and the Government's decision regarding allocation of the restructuring aid was quashed.

On 26 September 2007, the European Council approved changes to the sugar restructuring scheme and, on 9 October 2007, the EU published amendments to the relevant regulations. These amendments resulted in Greencore becoming entitled to a minimum amount of €112.1m. As a result, Greencore recognised restructuring aid totalling the present value of €112.1m in its accounts for the year ended 28 September 2007.

Subsequent to the 2007 year-end the Government entered into a new EU aid allocation process. As a consequence of this process, the Government concluded that Greencore was entitled to €127.0m of restructuring aid. The Group has recognised an exceptional gain of €16.9m as a result of this decision. As of September 2008, the total amount of €127.0m has been fully received by the Group. As required by the Regulations, the Group has provided security to the Government of Ireland. As of 26 September 2008, the security totals €52.1m and is in the form of a bank guarantee. The guarantee becomes payable if the Group does not complete one or more of its commitments under its restructuring plan, at which time, the part of the aid granted in respect of the commitment concerned can be recovered from the Group. The Group continues to perform its commitments under its restructuring plan and accordingly, in the opinion of the Directors, the repayment of any restructuring aid received is considered to be remote and therefore no provision has been recognised in the Group financial statements in respect of this guarantee.

The financial consequences to Greencore of the exit from sugar processing are as follows:

	2008	2007
	€'m	€'m
Recognition of additional EU restructuring aid	16.9	10.2
Reversal of/(recognition of) impairment of assets	2.0	8.4
Environmental, remediation, demolition, redundancy & other costs	-	2.5
Net exceptional gain	18.9	21.1

(d) Lease obligation provision

Following a strategic review of the Group's property portfolio in 2007, a decision was made to provide for the exit costs associated with terminating certain leases. The exceptional loss of €5.9m (€4.3m net of tax) represents the costs associated with these obligations. 

(e) Profit on disposal of investment in associate

In August 2007, the Group's investment in the Odlum Group (an associate investment) was sold for a consideration of €35.0m. The Group recorded an exceptional gain of €24.2m (net of tax) on this transaction.

(f) Reduction in provision for loss on termination of operations

In September 2005, the Group made a provision of €40.1m (net of tax) for the costs associated with the disposal of a business for a nominal consideration. The exceptional item booked at that time included a provision to write down all of the relevant assets to their recoverable amount and to cover all costs associated with this business termination. The €4.1m exceptional credit represents a gain associated with the finalisation of the treatment of certain items associated with that provision/exit.

(g) Profit on business disposals

Exceptional gains of €3.0m (net of tax) arose on the disposal of agri-businesses whose activities were closely related to sugar processing (a business which Greencore exited during the year ended 29 September 2006).

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4 Dividends

	2008 €'000	2007 €'000
Amounts recognised as distributions to equity holders in the year:
Equity dividends on ordinary shares:
Final dividend of 8.21c for the year ended 28 September 2007 (2006: 7.58c)	16,404	15,053
Interim dividend of 5.30c for the year ended 26 September 2008 (2007: 5.05c)	10,691	10,058
	27,095	25,111
Proposed for approval at AGM:
Equity dividends on ordinary shares:
Final dividend of 8.21c for the year ended 26 September 2008 (2007: 8.21c)	16,574	16,404

This proposed final dividend is payable on 3 April 2009 to shareholders on the Register of Members at 5 December 2008.

This proposed dividend is subject to approval by the shareholders at the Annual General Meeting and has not been included as a liability in the balance sheet of the Group as at 26 September 2008, in accordance with IAS 10 'Events after the Balance Sheet Date'.

5 Earnings per Ordinary Share

Basic earnings per ordinary share is 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, excluding ordinary shares purchased by the Company which are held as treasury shares and own shares purchased in respect of the deferred bonus share awards. The adjusted figures for basic and diluted earnings per ordinary share are after the elimination of exceptional items, effect of foreign exchange (FX) on inter-company balances and external loans where hedge accounting is not applied, the movement in the fair value of all derivative financial instruments and related debt adjustments and the amortisation of acquisition related intangible assets.

	2008  €'000	2007  (as restated) €'000
Profit attributable to equity holders of the Company	53,409	102,949
Exceptional items	(9,160)	(48,190)
Fair value of derivative financial instruments and related debt adjustments	3,755	(2,645)
FX on inter-company balances & external loans where hedge accounting is not applied	(337)	1,399
Amortisation of acquisition related intangible assets	607	-
Numerator for adjusted earnings per share calculation	48,274	53,513
Discontinued profit for the year	-	(1,628)
Numerator for continuing adjusted earnings per share calculation	48,274	51,885
Numerator for discontinued adjusted earnings per share	-	1,628

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	2008	2007
	cent	cent
Basic earnings per ordinary share	26.6	51.8
Adjusted basic earnings per ordinary share	24.1	26.9
Continuing adjusted earnings per ordinary share	24.1	26.1
Discontinued adjusted earnings per ordinary share	-	0.8
Denominator for earnings per share and adjusted earnings per share calculation
Weighted average number of ordinary shares in issue during the year (thousands)	200,695	198,881

Diluted earnings per ordinary share

Diluted earnings per ordinary share is calculated by adjusting the weighed average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. Employee share options, which are performance based, are treated as contingently issuable shares, because their issue is contingent upon satisfaction of specified performance conditions in addition to the passage of time. These contingently issuable ordinary shares are excluded from the computation of diluted earnings per ordinary share where the conditions governing exercisability have not been satisfied as at the end of the reporting period. Options over 5,648,807 (2007: 6,283,720) shares were excluded from the diluted EPS calculation as they were either antidilutive or contingently issuable ordinary shares which had not satisfied the performance conditions attaching at the end of the reporting period.

	2008	2007
	cent	cent
Diluted earnings per ordinary share	26.5	51.6
Adjusted diluted earnings per ordinary share	24.0	26.8
Continuing adjusted diluted earnings per ordinary share	24.0	26.0
Discontinued adjusted diluted earnings per ordinary share	-	0.8

A reconciliation of the weighted average number of ordinary shares used for the purpose of calculating the diluted earnings per share amounts is as follows:

	2008	2007
Denominator for diluted earnings per share and adjusted diluted earnings per share calculation
Weighted average number of ordinary shares in issue during the year (thousands)	200,695	198,881
Dilutive effect for share options (thousands)	729	643
Weighted average number of ordinary shares for diluted earnings per share (thousands)	201,424	199,524

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6 Comparable Net Debt and Financing (non IFRS measure)

	2008	2007
	€'000	€'000
Net Debt
Current assets
Cash and cash equivalents	139,040	117,949
Current liabilities
Borrowings	(69)	(81,919)
Non-current liabilities
Borrowings before fair value adjustment	(422,378)	(356,567)
Comparable net debt	(283,407)	(320,537)
Borrowings - fair value hedge adjustment	14,878	40,233
Total cash, cash equivalents & borrowing	(268,529)	(280,304)
Derivative financial instruments - fair value hedge adjustment	(15,346)	(42,086)
	(283,875)	(322,390)

Finance (Costs)/Income
Net finance costs on interest bearing cash and cash equivalents and borrowings	(29,177)	(30,633)
Net pension financing credit	9,070	10,182
Change in fair value of derivatives	(3,755)	2,645
Foreign exchange gain/(loss)	337	(1,399)
Increase in the present value of the EU receivable	1,522	2,507
Increase in the present value of provisions held	(618)	-
	(22,621)	(16,698)
Analysed as:
Finance income	43,167	43,645
Finance costs	(65,788)	(60,343)
	(22,621)	(16,698)

Comparable net debt is a non-IFRS measure used by the Group as a key performance indicator.

7 Restatement

In June 2008, the Group uncovered a deliberate concealment of costs at its Water business (part of the Convenience Foods segment) which resulted in a material misstatement of the Group financial position and performance presented in the annual reports for the financial years 2006, 2007 and the 2008 half yearly financial report. The investigation undertaken indicated that this concealment of costs was undertaken by the former financial controller who left the business prior to this issue being uncovered. The effect of this restatement on the financial statements of 2007 is summarised below. Opening retained earnings for 2007 have been reduced by €5.2m, which is the amount of the adjustment relating to 2006.

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	As stated  previously  2007	As restated  2007	Restatement  2007
	€'000	€'000	€'000
Effect on Balance Sheet
Property, plant and equipment	393,424	392,164	(1,260)
Inventory	142,789	136,905	(5,884)
Trade and other receivables	114,417	112,497	(1,920)
Trade and other payables	(359,278)	(367,104)	(7,826)
Deferred tax liabilities	(37,845)	(33,273)	4,572
			(12,318)
Retained earnings	38,663	26,012	(12,651)
Other reserves	1,659	1,992	333
Net decrease in Equity			(12,318)
	As stated  previously  2007  €'000	As restated  2007  €'000	Restatement  2007  €'000
Effect on Income Statement
Cost of sales	(903,296)	(906,021)	(2,725)
Operating costs, net	(272,819)	(280,161)	(7,342)
Group operating profit	91,041	80,974	(10,067)
Taxation	(13,131)	(10,505)	2,626
Decrease in result from the period from continuing operations			(7,441)
	As stated previously 2007 cent	As restated 2007 cent	Restatement 2007 cent
Effect on Earnings per share
Earnings per share	55.5	51.8	3.7
Adjusted earnings per share	30.6	26.9	3.7
Diluted earnings per share	55.3	51.6	3.7
Adjusted diluted earnings per share	30.5	26.8	3.7

8 Information

The financial information in this preliminary announcement for the years to 26 September 2008 and 28 September 2007 are not the statutory accounts of the company. The statutory financial statements of the company for the year to 28 September 2007 were annexed to the annual return of the company and filed with the Registrar of Companies. The statutory financial statements of the company for the year to 26 September 2008 will, together with the auditors report thereon, be filed with the Registrar of Companies.

The annual report and accounts will be circulated to shareholders on 12 January 2009, prior to the annual general meeting to be held on 12 February 2009 in the Conrad Hotel, Earlsfort Terrace, Dublin 2, Ireland.

By order of the Board, CM Bergin, Company Secretary, 25 November 2008, Greencore Group plc, St Stephen's Green House, Earlsfort Terrace, Dublin 2, Ireland.

* * *

 

END

 

 

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