Interim Results
September 08 2006 - 3:00AM
UK Regulatory
8th September 2006
FOR IMMEDIATE RELEASE
AGA FOODSERVICE GROUP PLC
2006 INTERIM RESULTS
HIGHLIGHTS
Half year to 30th June 2006 2005 Increase
�m �m %
Revenue 273.3 225.4 21.3
Operating profit 20.1 16.9 18.9
Profit before tax 20.0 18.0 11.1
Basic earnings per share 12.4p 11.3p 9.7
Dividend per share proposed 3.5p 3.0p 16.7
Shareholders' funds 312.4 275.1
Net cash 10.7 3.5
Highlights:
* Record first half profits.
* Continued progress within our Consumer operations with Aga and Rangemaster
demonstrating the success of growing the business internationally and of
new product introductions.
* Good progress in Foodservice operations, particularly bakery and
refrigeration in Europe.
* Strong financial position with net cash of �10.7 million at the half year.
* Dividend increased by 16.7% to 3.5 pence.
"These are another strong set of interim results with good organic growth,
strong cashflow and a significant increase in the dividend. We have identified
and invested in what have become the major growth segments in consumer and
commercial cooking and are seeing the benefits. We expect current trends to
continue through the second half."
William McGrath
Chief Executive
Enquiries:
William McGrath, Chief Executive 020 7404 5959 (today)
Shaun Smith, Finance Director 0121 711 6015 (thereafter)
Simon Sporborg / Nina Coad (Brunswick) 020 7404 5959
Aga Foodservice Group plc
2006 Interim Results
CHAIRMAN'S AND CHIEF EXECUTIVE'S STATEMENT
The first half of 2006 was a further encouraging period for the Group. Profit
increases continued and the good prospects for the Group were reinforced by the
growing interest in quality cookers in the domestic market and by the need for
more efficient commercial products. As these trends accelerate they will drive
the results of the Group. We will continue the process of investing in our
products and brands and acquire compatible operations to reinforce existing
businesses as seen this year with the acquisitions of Eloma and Amana.
Financial Results
Revenue in the six months to 30th June 2006 increased by 21.3% to �273.3
million. Of the turnover growth, 8.1% was organic. Group operating profits rose
by 18.9% to �20.1 million. Profit before tax rose 11.1% to �20 million with
interest, as expected, lower than last year when �0.7 million interest on
overpaid tax was received.
Basic earnings per share were 9.7% higher at 12.4p after a tax rate of 21%. The
proposed dividend per share has been significantly increased again this year to
3.5 pence per share, up 16.7%. The dividend has doubled in the last five-year
period as the strategic development plans have delivered sustained earnings
growth.
Consumer Operations
Aga and Rangemaster are now well established forces in the premium appliance
market and the combination of international expansion, product innovation and
strong routes to market all helped drive growth. Even against a slow UK
consumer backdrop, record profits were achieved. The operational gearing
available to both businesses from cooker volume growth remains a major driver
of the Group's profit growth and both operations are benefiting from the
ongoing expansion of our cookware and refrigeration lines.
In the first half we have sold 9,000 cast iron cookers under the Aga, Rayburn
and Stanley brands and we have set a target of 20,000 for the full year. The
rise of the electric model as a proportion of Aga sales continues and Aga is
establishing itself internationally in both heat storage and conventional
cooking products. We sold 6,500 Aga branded cookers in the first half of which
2,300 were outside the UK and we expect a strong end to the year. Our own
cooker retail operations performed well. The Fired Earth chain is now under the
control of a single UK Aga retail team and we have focused the range on paint,
tiles, bathrooms and now kitchen furniture made by Grange.
Rangemaster had another strong period with overall cooker sales up 7% to 32,500
with international sales growing well representing 18% of sales compared with
13% in the prior year. Performance in the Irish, French and US markets was
strong as the benefits of investment in these markets over recent years paid
off. We expect these trends to continue as our powerful product offering
combines with a shift in demand being seen in these markets from built-in to
free-standing kitchens. Brands like La Cornue and Heartland are also
beneficiaries of this trend.
Marvel leads the Group's progress in refrigeration from the USA and has had an
excellent first half with its sales up over 12% - led by the growing trend for
`outdoor living'. The markets of our home furnishings operations at Domain and
Grange remained soft. After a management restructuring and with a strong new
product programme, a better second half is expected. The first half results
included costs for reorganisation and stock clearances.
Foodservice Operations
Our bakery operations had a strong first half. Sales into central Europe and
into Africa bolstered our French based operations and in the UK we benefited
from investment programmes notably by Marks & Spencer and Sainsbury's. In the
USA our doughnut equipment operation saw strong sales to Wal-Mart and Dunkin'
Donuts. We chose to focus our operations on supermarkets and cut back on our
semi-industrial lines. The cost of these measures, including stock write-offs
was over �0.8 million in the first half and leaves us well placed as we direct
our sales effort towards caf� bakeries and US supermarkets where interest in
healthy quality breads is growing.
We have seen continuing growth from our refrigeration operations with
significant improvement for Victory in the USA and particularly good
performances in China and Australia. In prime cooking, the UK remains quiet,
although the steady increase in sales of the Infinity fryer is an important
feature - as are sales of the Eloma combination ovens, which are gaining
recognition beyond their German domestic base following the acquisition in
February.
Our conviction is that the commercial kitchen has seen years of under
investment and that higher energy costs and health, hygiene and emission
concerns are growing rapidly. Change is coming - a point now widely accepted by
equipment producers. As Governments focus on carbon emissions and major
companies address the subject, higher equipment efficiency standards can be
expected. The Group's commitment to innovation and energy efficiency means it
is well placed to provide the capital equipment much needed in many kitchens.
This is seen not only in the Infinity fryer but also in our refrigerators,
which are leaders on efficiency grounds. We have been named as a 2006 US Energy
Star Partner of the Year for the US Federal Government.
Strategic Development
Over the last five years we have created strong market leading positions within
the consumer and commercial appliance markets for cookers and fridges. Our new
product programmes are central to our progress. At Aga we have a bio-fuel
enabled product and heat storage electric cookers which lend themselves to
energy management and micro-generation. Also, Rangemaster and Marvel are adding
exciting new feature-led products.
In foodservice we are leading the drive for more healthy food, produced quicker
and more efficiently. Our recent acquisition of Amana is part of this process.
It brings the world's leading commercial microwave company into the Group and
provides excellent major account links and a platform for expansion in
accelerated cooking.
Growth rates in our markets are increasing, underlining the benefits of our
investments in recent years. There are further organic and acquisition
opportunities available which we are pursuing and we expect consolidation in
the sectors to continue at all levels.
Current Trading
We continue to perform well in our core UK consumer appliance markets and have
the products now available to sustain that position. Our determined efforts to
develop new markets for our cookers are proving effective and we expect to see
further growth in the second half, notably in Ireland and France.
In foodservice order intake is satisfactory and we continue to work on some
major projects and accounts to provide continuing momentum.
We believe that we have correctly identified and aligned ourselves with growth
markets and with underlying customer trends which will continue to drive
profitability in the future. Accordingly we are confident that 2006 will be
another good year for the Group and that we are well positioned for further
expansion.
V Cocker CBE W B McGrath
Chairman Chief Executive
8th September 2006
AGA FOODSERVICE GROUP PLC
INTERIM RESULTS
CONSOLIDATED INCOME STATEMENT
Half year Half year Year to
to June to June December
2006 2005 2005
_________________________________________
Note �m �m �m
Revenue 3 273.3 225.4 501.8
_________________________________________________________________________________________
Group operating profit 3 20.1 16.9 41.7
Share of post tax result from associate - 0.1 0.1
_________________________________________________________________________________________
Profit before finance (costs)/income 20.1 17.0 41.8
Finance income 0.4 1.3 2.3
Finance costs (0.5) (0.3) (1.1)
_________________________________________________________________________________________
Profit before tax 20.0 18.0 43.0
Income tax expense 4 (4.2) (3.6) (8.6)
_________________________________________________________________________________________
Profit for the period 15.8 14.4 34.4
_________________________________________________________________________________________
Profit attributable to equity shareholders 15.9 14.4 34.0
(Loss) / profit attributable to minority interests (0.1) - 0.4
_________________________________________________________________________________________
Profit for the period 15.8 14.4 34.4
_________________________________________________________________________________________
Earnings per share 5 p p p
Basic 12.4 11.3 26.6
Diluted 12.3 11.2 26.5
_________________________________________________________________________________________
Dividend per share 6 p p p
Paid 6.2 5.8 8.8
Proposed 3.5 3.0 9.2
_________________________________________________________________________________________
The above results relate to continuing operations.
CONSOLIDATED BALANCE SHEET
Half year Half year Year to
to June to June December
2006 2005 2005
_________________________________________
�m �m �m
Non-current assets
Goodwill 154.4 140.9 154.2
Intangible assets 20.1 13.5 19.1
Property, plant and equipment 86.1 81.8 85.3
Investments 0.3 6.0 0.3
Deferred tax assets 5.6 11.6 11.3
_________________________________________________________________________________________
266.5 253.8 270.2
_________________________________________________________________________________________
Current assets
Inventories 98.6 84.6 89.4
Trade and other receivables 87.9 83.2 90.5
Cash and cash equivalents 48.9 32.9 55.4
_________________________________________________________________________________________
235.4 200.7 235.3
_________________________________________________________________________________________
Total assets 501.9 454.5 505.5
_________________________________________________________________________________________
Current liabilities
Borrowings (3.9) (26.9) (2.1)
Trade and other payables (113.1) (97.4) (117.5)
Current tax liabilities (11.1) (7.8) (8.6)
Current provisions (6.7) (3.9) (5.1)
_________________________________________________________________________________________
(134.8) (136.0) (133.3)
_________________________________________________________________________________________
Net current assets 100.6 64.7 102.0
_________________________________________________________________________________________
Non-current liabilities
Borrowings (34.3) (2.5) (32.9)
Other payables (0.8) - (0.8)
Retirement benefit surplus/(obligation) 1.0 (22.6) (18.2)
Deferred tax liabilities (7.9) (5.0) (7.6)
Provisions (10.5) (13.1) (11.7)
_________________________________________________________________________________________
(52.5) (43.2) (71.2)
_________________________________________________________________________________________
Total liabilities (187.3) (179.2) (204.5)
_________________________________________________________________________________________
Net assets 314.6 275.3 301.0
_________________________________________________________________________________________
Shareholders' equity
Share capital 32.2 32.0 32.1
Share premium account 67.4 65.4 65.8
Other reserves 31.6 38.1 38.3
Retained earnings 181.2 139.6 162.5
_________________________________________________________________________________________
Total shareholders' equity 312.4 275.1 298.7
Minority interest in equity 2.2 0.2 2.3
_________________________________________________________________________________________
Total equity 314.6 275.3 301.0
_________________________________________________________________________________________
CONSOLIDATED CASH FLOW STATEMENT
Half year Half year Year to
to June to June December
2006 2005 2005
_________________________________________
Note �m �m �m
Cash flows from operating activities
Cash generated from operations 11.9 (3.8) 37.8
Finance income 0.4 1.3 2.3
Finance costs (0.5) (0.1) (1.0)
Tax (payment) / repayment (1.7) 3.0 1.2
_________________________________________________________________________________________
Net cash generated from operating activities 10.1 0.4 40.3
_________________________________________________________________________________________
Cash flows from investing activities
Acquisition of subsidiaries, net of cash 7 (5.0) (5.6) (13.8)
acquired
Purchase of property, plant and equipment (6.4) (5.4) (10.6)
Expenditure on intangibles (2.1) (1.0) (3.2)
Proceeds from disposal of property, plant and 2.6 0.3 0.7
equipment
_________________________________________________________________________________________
Net cash used in investing activities (10.9) (11.7) (26.9)
_________________________________________________________________________________________
Cash flows from financing activities
Dividends paid to shareholders (8.0) (7.4) (11.3)
Net proceeds from issue of ordinary share capital 1.7 2.2 2.7
Repayment of loan to associated undertaking - 0.3 0.3
Repayment of borrowings acquired with acquisitions (3.0) (4.8) (4.8)
Finance lease (repayment) / inception (1.7) 0.1 (0.4)
Repayment of borrowings (0.8) (0.1) (3.8)
New bank loans raised 5.6 4.0 9.1
_________________________________________________________________________________________
Net cash used in financing activities (6.2) (5.7) (8.2)
_________________________________________________________________________________________
Effects of exchange rate changes 0.5 0.1 0.4
_________________________________________________________________________________________
Net (decrease) / increase in cash and cash (6.5) (16.9) 5.6
equivalents
Cash and cash equivalents at beginning of period 55.4 49.8 49.8
_________________________________________________________________________________________
Cash and cash equivalents at end of period 48.9 32.9 55.4
_________________________________________________________________________________________
CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE
Half year Half year Year to
to June to June December
2006 2005 2005
_________________________________________
�m �m �m
Profit for period 15.8 14.4 34.4
_________________________________________________________________________________________
Exchange adjustments on net investments (5.4) 1.3 5.4
Cash flow hedges - - (0.1)
Actuarial gains/(losses) on defined benefit 15.3 (20.0) (17.5)
pension schemes
Tax on items taken directly to reserves (4.6) 6.0 5.3
_________________________________________________________________________________________
Net gains/(losses) not recognised in income 5.3 (12.7) (6.9)
statement
_________________________________________________________________________________________
Total recognised income for period 21.1 1.7 27.5
_________________________________________________________________________________________
Attributable to:
Equity shareholders 21.2 1.7 27.1
Minority interests (0.1) - 0.4
_________________________________________________________________________________________
21.1 1.7 27.5
_________________________________________________________________________________________
CONSOLIDATED CASH FLOW STATEMENT - RECONCILIATION
Reconciliation of operating profit to net cash inflow / (outflow) from operating activities
Half year Half year Year to
to June to June December
2006 2005 2005
_________________________________________
�m �m �m
Operating profit 20.1 16.9 41.7
Amortisation of intangible assets 1.0 0.6 1.9
Depreciation 5.2 4.1 9.8
Profit on disposal of property, plant and equipment (1.8) (0.1) (0.2)
(Increase) / decrease in inventories (8.9) (9.6) (4.9)
Decrease / (increase) in receivables 2.6 (3.0) (4.1)
(Decrease) / increase in payables (5.9) (12.0) (3.0)
(Decrease) / increase in provisions (0.4) (0.7) (3.4)
_________________________________________________________________________________________
Net cash inflow / (outflow) from operating 11.9 (3.8) 37.8
activities
_________________________________________________________________________________________
AGA FOODSERVICE GROUP PLC
NOTES TO THE INTERIM FINANCIAL REPORT
1. BASIS OF PREPARATION
Financial information presented here is unaudited but has been reviewed by the
Group's auditor. Its review opinion appears below. Comparatives for the year
ended 31st December 2005 are not the Group's statutory accounts for that year
as defined by Section 240 of the Companies Act 1985. Those accounts have been
delivered to the Registrar of Companies. The auditors' report on those accounts
was unqualified.
2. ACCOUNTING POLICIES
The interim consolidated financial statements do not include all information
and disclosures required in the annual financial statements. They have,
however, been prepared using the same accounting policies as used in the
preparation of the Group's annual financial statements for the year ended 31st
December 2005.
3. SEGMENTAL ANALYSIS
For management purposes, the Group is organised into four operating divisions
and these divisions are the basis on which the Group reports its primary
segmental information.
By primary business group
Half year to Half year to Year to
June 2006 June 2005 December 2005
Revenue Operating Revenue Operating Revenue Operating
profit* profit profit
______________________________________________________________
�m �m �m �m �m �m
UK & European Consumer 116.1 11.5 89.0 9.6 215.2 23.0
US Consumer 39.1 (0.2) 34.4 1.4 69.6 2.3
UK & European Foodservice 95.3 8.1 81.0 4.5 172.8 14.0
US Foodservice 22.8 0.7 21.0 1.4 44.2 2.4
_________________________________________________________________________________________
Total operations 273.3 20.1 225.4 16.9 501.8 41.7
Share of result of associate - - - 0.1 - 0.1
Net finance (cost) / income - (0.1) - 1.0 - 1.2
_________________________________________________________________________________________
Profit before tax - 20.0 - 18.0 - 43.0
Income tax expense - (4.2) - (3.6) - (8.6)
_________________________________________________________________________________________
Profit for the period - 15.8 - 14.4 - 34.4
_________________________________________________________________________________________
The share of result of associate relates to the UK & European Consumer segment.
* Operating profit includes reorganisation costs in US Consumer and in US
Foodservice of �0.8m each and a property profit in UK and European Foodservice
of �1.8m.
Revenue by secondary segment - geographical origin
Half year to Half year to Year to
June 2006 June 2005 December 2005
______________________________________________________________
�m % �m % �m %
United Kingdom 139.3 51.0 126.4 56.1 267.5 53.3
North America 62.4 22.8 55.2 24.5 113.4 22.6
Europe 65.6 24.0 40.5 18.0 113.4 22.6
Rest of World 6.0 2.2 3.3 1.4 7.5 1.5
_________________________________________________________________________________________
Total Group 273.3 100.0 225.4 100.0 501.8 100.0
_________________________________________________________________________________________
4. TAXATION
Corporation tax for the interim period to 30th June 2006 has been charged at
the estimated rates chargeable for the full year in the respective
jurisdictions as follows:
Half year Half year Year to
to June to June December
2006 2005 2005
_________________________________________
�m �m �m
Current tax
UK corporation tax 2.7 0.8 2.6
Overseas tax 1.5 2.8 3.9
_________________________________________________________________________________________
4.2 3.6 6.5
Deferred tax
UK corporation tax - - 2.9
Overseas tax - - (0.8)
_________________________________________________________________________________________
- - 2.1
_________________________________________________________________________________________
Total income tax expense 4.2 3.6 8.6
_________________________________________________________________________________________
5. EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share is based on the
following data - all activities are continuing:
Half year Half year Year to
to June to June December
2006 2005 2005
_________________________________________
�m �m �m
Earnings
Profit for the period 15.8 14.4 34.4
Minority interests 0.1 - (0.4)
_________________________________________________________________________________________
Earnings - basic and diluted EPS
15.9 14.4 34.0
_________________________________________________________________________________________
Weighted average number of shares in issue million million million
For basic EPS calculation 128.7 127.0 127.6
Dilutive effect of share options 1.1 1.2 0.8
_________________________________________________________________________________________
For diluted EPS calculation 129.8 128.2 128.4
_________________________________________________________________________________________
Earnings per share p p p
Basic 12.4 11.3 26.6
Diluted 12.3 11.2 26.5
_________________________________________________________________________________________
6. DIVIDENDS
Half year Half year
to June to June
2006 2005
_______________________
�m �m
Amounts recognised as distributions to equity shareholders
in the period:
Final dividend of 6.2p for the year ended 31st December 2005
(2004: 5.8p) per share 8.0 7.4
The directors are proposing an interim dividend in respect of the financial
year ending 31st December 2006 of 3.5p per share (2005 : 3.0p).
7. ACQUISITION OF SUBSIDIARIES
On 2nd February 2006, the Group acquired 100% of the issued share capital of
Eloma, a German combi-oven maker, for a consideration of �7.6m. This
transaction has been accounted for by the purchase method of accounting.
Prior year
Fair value fair value Provisional
Book value adjustments adjustments fair values
_______________________________________________________
�m �m �m �m
Net assets acquired
Intangible assets - Brands 0.4 (0.3) - 0.1
Property, plant and equipment 2.9 (0.3) (0.1) 2.5
Inventories 3.0 (0.2) (0.2) 2.6
Trade and other receivables 2.6 (0.2) - 2.4
Borrowings < 1 year (3.0) - - (3.0)
Trade and other payables (1.4) - - (1.4)
Retirement benefit obligation (0.5) - - (0.5)
Current provisions - - (0.9) (0.9)
Net assets acquired 4.0 (1.0) (1.2) 1.8
________________________________________________________________________________________
Total consideration 4.6
________________________________________________________________________________________
Goodwill arising on acquisitions:
- in the period 0.6 1.0 - 1.6
- prior year - - 1.2 1.2
Total goodwill 0.6 1.0 1.2 2.8
________________________________________________________________________________________
Net cash outflow arising on acquisitions:
Cash consideration 4.6
Repayment of borrowings acquired 3.0
Deferred consideration Waterford Stanley 0.4
Total cash outflow 8.0
________________________________________________________________________________________
The fair value adjustments bring the acquired company in line with the Group's
accounting policies.
Prior year fair value adjustments relate to Waterford Stanley �1.0m and others
�0.2m finalising the provisional fair values made in 2005. If the acquisition
of Eloma had been completed on the first day of the financial year, Group
results would not have been materially different.
8. BANK LOANS AND OVERDRAFTS
In the period bank loans denominated in overseas currencies (US dollars and
Euros) of �2.7m have been issued to hedge overseas investments.
9. SHARE CAPITAL
During the period 690,750 ordinary shares of 25p each (nominal value �172,688)
were issued in connection with the Company's share option schemes for an
aggregate consideration of �1.7m.
10. RETIREMENT BENEFIT SCHEMES
Defined benefit schemes
Plan assets have been valued at a market value of �745.3m and the defined
benefit liabilities at �744.3m, at the interim date. The liabilities have been
rolled forward from 31st December 2005 and adjusted to take account of the
increase in bond yields, which have increased the discount rate from 4.8% to
5.3%.
11. EVENTS AFTER THE BALANCE SHEET DATE
On 7th September 2006 the Group acquired `Amana', a US product line of
commercial microwaves for $49.25m in cash. In the year to 31st December 2005
the turnover was $43m and operating profit $4.7m.
NOTES TO THE INTERIM FINANCIAL REPORT
Independent Review Report to Aga Foodservice Group plc
Introduction
We have been instructed by the company to review the financial information for
the six months ended 30th June 2006 which comprises Consolidated Income
Statement, Consolidated Balance Sheet, Consolidated Cash Flow Statement,
Consolidated Statement of Recognised Income and Expense, and the related notes
1 to 11.
We have read the other information contained in the interim report and
considered whether it contains any apparent misstatements or material
inconsistencies with the financial information.
This report is made solely to the Company in accordance with guidance contained
in Bulletin 1999/4 `Review of interim financial information' issued by the
Auditing Practices Board. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company, for our work,
for this report, or for the conclusions we have formed.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by the directors. The directors
are responsible for preparing the interim report in accordance with the Listing
Rules of the Financial Services Authority which require that the accounting
policies and presentation applied to the interim figures should be consistent
with those applied in the preceding annual accounts. Any changes to these
policies, together with the reasons for the amendment are disclosed.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/
4 'Review of interim financial information' issued by the Auditing Practices
Board for use in the United Kingdom. A review consists principally of making
enquiries of group management and applying analytical procedures to the
financial information and underlying financial data and, based thereon,
assessing whether the accounting policies and presentation have been applied,
unless otherwise disclosed. A review excludes audit procedures such as tests of
controls and verification of assets, liabilities and transactions. It is
substantially less in scope than an audit performed in accordance with
International Standards on Auditing (UK and Ireland) and therefore provides a
lower level of assurance than an audit. Accordingly we do not express an audit
opinion on the financial information.
Review conclusion
APB Bulletin 1999/4 requires that we state that we have not reviewed the
interim comparative figures included in the interim report.
On the basis of our review, with the exception of the matter described in the
preceding paragraph, we are not aware of any material modifications that should
be made to the financial information as presented for the six months ended 30th
June 2006.
Ernst & Young LLP
Birmingham
8th September 2006
MAIN ADDRESSES AND ADVISERS
Head Office and Registered Office:
Aga Foodservice Group plc
4 Arleston Way
Shirley
Solihull
B90 4LH
Telephone: 0121 711 6000
Fax: 0121 711 6001
e-mail: info@agafoodservice.com
Website: www.agafoodservice.com
Registered in England No. 354715
Registrars:
Lloyds TSB Registrars
The Causeway
Worthing
West Sussex
BN99 6DA
Telephone (Helpline): 0870 600 3953
International (Helpline): 0044 (0) 121 415 7047
Auditors:
Ernst & Young LLP - Appointed auditors on 1st June 2006 following completion of
a tender process.
Financial Advisers and Joint Stockbrokers:
Dresdner Kleinwort
Joint Stockbrokers:
Collins Stewart
2006 financial calendar
Record date for Interim ordinary dividend 10th November 2006
Interim ordinary dividend payable 6th December 2006
2006 year end 31st December 2006
END
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