Earnings Release • Apr 27, 2017
Earnings Release
Open in ViewerOpens in native device viewer
| Continuing operations – pre-exceptional | 6 months ended 28 February 2017 |
6 months ended 29 February 2016 |
Change | |
|---|---|---|---|---|
| Revenue - continuing operations | € | €46.4m | €49.9m | (€3.5m) |
| Adjusted operating profit | € | €3.5m | €1.5m | +€2.0m |
| Profit before tax – continuing operations | € | €3.2m | €1.2m | +€2.0m |
| Operating cash flow before interest & tax | € | (€2.3m) | (€1.9m) | (€0.4m) |
| Adjusted earnings per share* | Cent | 30.1c | 16.5c | +13.6c |
| Basic earnings per share – continuing operations |
Cent | 26.4c | 13.0c | +13.4c |
| Net debt | € | €16.4m | €18.0m | (€1.6m) |
| Investment property carrying value | € | €17.7m | €18.6m | (€0.9m) |
| Net asset value per share** | € | €6.02 | €5.97 | +€0.05 |
* Adjusted earnings per share before the impact of change in fair value of investment properties in group & associates and the related deferred tax
**Net assets are total equity attributable to equity holders of the Company
| Enquiries: | |
|---|---|
| Investors & Analysts | Media |
| Ian Ireland | Paddy Hughes |
| Managing Director | Drury |
| Donegal Investment Group Plc | Tel: 01 2605000 or 087 6167811 |
| Tel: 074 9121766 | Email: [email protected] |
| Email: [email protected] |
The Board is very satisfied with the first half performance, with all businesses, on or ahead of plan for the first 6 months of the year. Our produce seed potato business is now benefitting from the initiatives introduced during 2015 and early 2016 and as first advised in our 2015 preliminary results announcement. Our Food-Agri businesses and in particular our speciality dairy business, while continuing with further strong volume growth remained challenged by trading conditions post Brexit as a result of the weakness in sterling.
While Group revenue decreased by €3.5m for the first six months of 2016/17, our operating profit increased by €2.0m to €3.5m, reflecting in the main the continued improvement in the performance of our produce seed potato business.
Revenue was down by €2.9m to €21.6m with a segmental profit of €2.5m, an increase of €2.0m on the prior period.
The first 6 months of 2016/17 has seen improved trading conditions for our seed potato varieties in key destination markets. Similar to the prior season, while the harvest of seed potato in several European countries has been negatively impacted by weather conditions, the diverse nature of IPM's growing platform has resulted in normal levels of production of seed being achieved.
During the period, AJ Allan ceased providing a trading service to a number of contract growers which resulted in reduced revenue while not impacting the bottom line performance of the produce segment.
The majority of sales generated occur in the months of October to December of any year and have a material impact on the bottom line performance of the produce segment in any twelve month period.
Revenue from operations decreased by €0.6m to €24.8m. The segmental result for the period was a profit of €0.9m, a reduction of €0.1m on the six month period to 29 February 2016.
Our speciality dairy business continues to experience good volume growth. However with a significant portion of sales being exported to the UK the recent sterling weakness has impacted on turnover and consequently margins. While growth is the ongoing focus of this business, management have had significant recent success in margin recovery which will ensure the business continues to generate a profit.
Our animal feeds business Smyths, again experienced a satisfactory first six months with both tonnage and margins in line with the six month period to 29 February 2016.
In addition, a number of properties located in Donegal were disposed of during the period resulting in a gain on disposal of €0.3m.
Our main associate investment, Monaghan Middlebrook Mushrooms, through our shareholding in Elst (the holding company of Monaghan Middlebrook Mushrooms business) is now accounted for as an asset held for sale. This business continues to perform very well and although it will no longer provide a contribution to our share of profits from associates, its value is expected to be recovered through a sale transaction.
Please see Note 10, which contains the most recent announcement, 27 February 2017, made with regard to the ongoing legal case.
The Group's net debt at 28 February 2017 was €16.4m, a decrease of €1.6m on 29 February 2016.
As stated in our recent trading announcement of 3 April 2017, the Board has taken the decision to discontinue the payment of dividends for the foreseeable future with the view of, subject to the requirements of the Company's businesses, returning capital to shareholders in the more tax efficient form of a share buy-back programme. The timing and scale of any share buybacks are dependent on the requirements of the Company's businesses, completion of our non-core asset disposal programme as well as the finalisation of the Monaghan Middlebrook Mushrooms legal case.
The majority of sales generated by the Group occur in the first half of the new financial year to 31 August due to the seasonal nature of our seed potato business, and to a lesser extent our animal feeds business. Therefore, the Group's first half performance will represent a materially significant element of the Group's full year performance.
The Board expects continued progress in respect of the Group's non-core asset disposal programme during the second half of the year. The Board is aware of speculation regarding the Grianan Estate and wish to confirm the sales process continues and an offer has been received which may or may not result in a completed sale.
The Board is optimistic that all businesses will remain on plan for the remainder of the year and we will provide guidance on our expected out turn for our new year-end 31 August 2017 at an appropriate time later in the year.
Geoffrey Vance Chairman
Condensed consolidated statement of profit or loss and comprehensive income for the 6 months ended 28 February 2017
| Unaudited | Unaudited | Audited | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 6 months | 6 months | 8 months | |||||||
| ended 28 | ended 29 | ended 31 | |||||||
| Note | February | February | August | ||||||
| Pre | Note 12 | 2017 | Pre | Note 12 | 2017 | Pre | Note 12 | 2016 | |
| Exceptional | Exceptional | Total | Exceptional | Exceptional | Total | Exceptional | Exceptional | Total | |
| €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
| Continuing operations | |||||||||
| Revenue | 5 46,403 |
- | 46,403 | 49,888 | 49,888 | 47,501 | - | 47,501 | |
| Cost of sales | (33,206) | - | (33,206) | (37,242) | (37,242) | (36,109) | - | (36,109) | |
| Gross profit | 13,197 | - | 13,197 | 12,646 | 12,646 | 11,392 | - | 11,392 | |
| Other income | 606 | - | 606 | 168 | 168 | 546 | - | 546 | |
| Other expenses | (214) | - | (214) | - | - | (657) | - | (657) | |
| Distribution expenses | (5,141) | - | (5,141) | (6,029) | (6,099) | (3,707) | - | (3,707) | |
| Administrative expenses | (5,047) | (270) | (5,317) | (5,413) | (244) | (5,587) | (6,809) | (2,545) | (9,354) |
| Profit/(loss)from operating activities | 3,401 | (270) | 3,131 | 1,372 | (244) | 1,128 | 765 | (2,545) | (1,780) |
| Finance income | 218 | - | 218 | 26 | - | 26 | 61 | - | 61 |
| Finance expenses | (315) | - | (315) | (1,074) | - | (1,074) | (1,371) | (1,371) | |
| Net finance expense | (97) | - | (97) | (1,048) | - | (1,048) | (1,310) | - | (1,310) |
| Share of (loss)/profit of associates (net |
|||||||||
| of tax) | (90) | - | (90) | 915 | (221) | 694 | - | - | - |
| Profit/(loss) before income tax |
3,214 | (270) | 2,944 | 1,239 | (465) | 774 | (545) | (2,545) | (3,090) |
| Income tax (charge)/credit | (389) | - | (389) | 533 | - | 533 | 1,262 | 450 | 1,712 |
| Profit/(loss) for the period | 5 2,825 |
(270) | 2,555 | 1,772 | (465) | 1,307 | 717 | (2,095) | (1,378) |
Condensed consolidated statement of profit or loss and comprehensive income
for the 6 months ended 28 February 2017
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| 6 months ended 28 February 2017 | 6 months ended 29 February 2016 | 8 months ended 31 August 2016 | |
| Total | Total | Total | |
| €'000 | €'000 | €'000 | |
| Other comprehensive income | |||
| Items that are or may be reclassified to profit or loss | |||
| Foreign currency translation differences for foreign operations | (26) | (117) | (528) |
| Currency translation adjustment in associate undertaking | - | 113 | - |
| Revaluation of financial instrument in associate undertaking | - | (86) | - |
| Revaluation of property on reclassification to investment property |
- | 31 | - |
| Tax on revaluation of property on reclassification to investment |
|||
| property | - | (10) | - |
| Recycle of change in fair value of available for sale financial asset | - | (146) | (264) |
| Tax on recycle of change in fair value of available for sale financial asset | - | 48 | 88 |
| Revaluation of available for sale financial assets | 20 | - | 5 |
| Tax on revaluation of available for sale financial assets |
(7) | - | (2) |
| Total comprehensive income for the period | 2,542 | 1,140 | (2,079) |
| Profit attributable to: | |||
| Equity holders of the Company | 2,587 | 1,307 | (1,460) |
| Non-controlling interest | (32) | - | 82 |
| 2,555 | 1,307 | (1,378) | |
| Total comprehensive income attributable to: | |||
| Equity holders of the Company | 2,574 | 1,217 | (2,014) |
| Non-controlling interest | (32) | (77) | (65) |
| 2,542 | 1,140 | (2,079) | |
| Earnings/(loss) per share: | |||
| Basic earnings/(loss) per share (euro | |||
| cent) | |||
| Continuing | 26.4 | 13.0 | (14.7) |
| Diluted earnings/(loss) per share |
|||
| (euro cent) | |||
| Continuing | 26.2 | 12.9 | (14.7) |
| Unaudited | Unaudited | Audited | ||
|---|---|---|---|---|
| Note | 28 | 28 | 31 | |
| February | February | August | ||
| 2017 | 2016 | 2016 | ||
| €'000 | €'000 | €'000 | ||
| Assets | ||||
| Property, plant and equipment | 8 | 12,214 | 13,909 | 12,696 |
| Investment property | 9 | 17,660 | 18,624 | 19,021 |
| Goodwill | 3,633 | 3,633 | 3,633 | |
| Intangible assets | 403 | 467 | 399 | |
| Investment in associates | 10 | 920 | 1,070 | 1,008 |
| Other investments | 1,164 | 1,505 | 1,144 | |
| Prepayment | 187 | 188 | 188 | |
| Total non-current assets | 36,181 | 39,396 | 38,089 | |
| Inventories | 4,346 | 4,047 | 4,419 | |
| Trade and other receivables | 27,257 | 30,012 | 17,800 | |
| Current tax | - | 261 | 43 | |
| Current financial instrument | - | 120 | 53 | |
| Total current assets before asset held for sale | 31,603 | 34,440 | 22,315 | |
| Asset held for sale | 11 | 23,835 | 23,835 | 23,835 |
| Total current assets | 55,438 | 58,275 | 46,150 | |
| Total assets | 91,619 | 97,671 | 84,239 | |
| Equity | ||||
| Share capital | 1,337 | 1,337 | 1,337 | |
| Share premium | 2,975 | 2,975 | 2,975 | |
| Other reserves | (2,351) | (975) | (2,430) | |
| Retained earnings | 57,021 | 57,374 | 54,951 | |
| Total equity attributable to equity holders of the | 58,982 | 60,711 | 56,833 | |
| Company | ||||
| Non-controlling interest | 1,192 | 1,334 | 1,224 | |
| Total equity | 60,174 | 62,045 | 58,057 | |
| Liabilities | ||||
| Loans and borrowings | 11,000 | 21 | 2 | |
| Deferred income | 86 | 114 | 94 | |
| Deferred tax liabilities | 1,934 | 3,184 | 1,797 | |
| Total non-current liabilities | 13,020 | 3,319 | 1,893 | |
| Trade and other payables | 12,718 | 14,318 | 9,350 | |
| Bank overdraft | 5,421 | 6,022 | 3,621 | |
| Current financial instrument | 78 | - | - | |
| Current tax | 196 | - | - | |
| Loans and borrowings | 12 | 11,967 | 11,318 | |
| Total current liabilities | 18,425 | 32,307 | 24,289 | |
| Total liabilities | 31,445 | 35,626 | 26,182 | |
| Total equity and liabilities | 91,619 | 97,671 | 84,239 |
Condensed consolidated statement of changes in equity
for the 6 months ended 28 February 2017
| Share capital €'000 |
Share premium €'000 |
Trans lation reserve €'000 |
Reserve for own shares €'000 |
Reval uation reserves €'000 |
Fair value reserve €'000 |
Share option reserve €'000 |
Retained earnings €'000 |
Total €'000 |
Non controlling interest €'000 |
Total equity €'000 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at 1 September 2016 | 1,337 | 2,975 | (2,879) | (2,739) | 4,190 | (1,511) | 509 | 54,951 | 56,833 | 1,224 | 58,057 |
| Total comprehensive income for the period | |||||||||||
| Profit/(loss) for the period |
- | - | - | - | - | - | - | 2,587 | 2,587 | (32) | 2,555 |
| Other comprehensive income | |||||||||||
| Foreign currency translation differences | |||||||||||
| for foreign operations | - | - | (26) | - | - | - | - | - | (26) | - | (26) |
| Net change in fair value of available for sale | |||||||||||
| financial assets, net of tax | - | - | - | - | - | 13 | - | - | 13 | - | 13 |
| Other comprehensive income | - | - | (26) | - | - | 13 | - | - | (13) | - | (13) |
| Total comprehensive income for the period |
- | - | (26) | - | - | 13 | - | 2,587 | 2,574 | (32) | 2,542 |
| Transactions with owners recorded directly in equity |
|||||||||||
| Contributions by and distributions to | |||||||||||
| owners | |||||||||||
| Dividends paid | - | - | - | - | - | - | - | (490) | (490) | - | (490) |
| Acquisition of treasury shares | - | - | - | (23) | - | - | - | - | (23) | - | (23) |
| Shared based payments | - | - | - | 42 | - | - | 73 | (27) | 88 | - | 88 |
| Total contributions by and distributions to | |||||||||||
| owners | - | - | - | 19 | - | - | 73 | (517) | (425) | - | (425) |
| Balance at 28 February 2017 | 1,337 | 2,975 | (2,905) | (2,720) | 4,190 | (1,498) | 582 | 57,021 | 58,982 | 1,192 | 60,174 |
€615,000 of the translation reserve and €2,292,000 of the fair value reserve will be recycled to profit or loss on realisation of the investment in associate which is classified as an asset held for sale.
Condensed consolidated statement of changes in equity
for the 6 months ended 29 February 2016
| Share capital |
Share premium |
Trans lation reserve |
Reserve for own shares |
Reval uation reserves |
Fair value reserve |
Share option reserve |
Retained earnings |
Total | Non controlling interest |
Total equity |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
| Balance at 1 September 2015 | 1,337 | 2,975 | (2,515) | (912) | 4,169 | (1,227) | 298 | 56,768 | 60,893 | 1,443 | 62,336 |
| Total comprehensive income for the | |||||||||||
| period | |||||||||||
| Profit for the period |
- | - | - | - | - | - | - | 1,307 | 1,307 | - | 1,307 |
| Other comprehensive income | |||||||||||
| Foreign currency translation differences | |||||||||||
| for foreign operations | - | - | (40) | - | - | - | - | - | (40) | (77) | (117) |
| Currency translation adjustment in | |||||||||||
| associate undertaking | - | - | 113 | - | - | - | - | - | 113 | - | 113 |
| Change in fair value of financial instrument | |||||||||||
| in associate undertaking | - | - | - | - | - | (86) | - | - | (86) | - | (86) |
| Net change in revaluation of property on |
|||||||||||
| reclassification to investment property, net |
- | - | - | - | 21 | - | - | - | 21 | - | 21 |
| of tax | |||||||||||
| Net change in fair value of available for sale | |||||||||||
| financial assets, net of tax | - | - | - | - | - | (98) | - | - | (98) | - | (98) |
| Other comprehensive income | - | - | 73 | - | 21 | (184) | - | - | (90) | (77) | (167) |
| Total comprehensive income for the |
|||||||||||
| period | - | - | 73 | - | 21 | (184) | - | 1,307 | 1,217 | (77) | 1,140 |
| Transactions with owners recorded | |||||||||||
| directly in equity | |||||||||||
| Contributions by and distributions to | |||||||||||
| owners | |||||||||||
| Dividends paid | - | - | - | - | - | - | - | (701) | (701) | (32) | (733) |
| Acquisition of treasury shares | - | - | - | (803) | - | - | - | - | (803) | - | (803) |
| Shared based payments | - | - | - | - | - | - | 105 | - | 105 | - | 105 |
| Total contributions by and distributions to | - | - | - | (803) | - | - | 105 | (701) | (1,399) | (32) | (1,431) |
| owners | |||||||||||
| Balance at 29 February 2016 | 1,337 | 2,975 | (2,442) | (1,715) | 4,190 | (1,411) | 403 | 57,374 | 60,711 | 1,334 | 62,045 |
| Share capital €'000 |
Share premium €'000 |
Trans lation reserve €'000 |
Reserve for own shares €'000 |
Reval uation reserves €'000 |
Fair value reserve €'000 |
Share option reserve €'000 |
Retained earnings €'000 |
Total €'000 |
Non controlling interest €'000 |
Total equity €'000 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2016 | 1,337 | 2,975 | (2,498) | (1,640) | 4,190 | (1,338) | 369 | 57,293 | 60,688 | 1,347 | 62,035 |
| Total comprehensive income for the | |||||||||||
| period | |||||||||||
| (Loss)/profit for the period |
- | - | - | - | - | - | - | (1,460) | (1,460) | 82 | (1,378) |
| Other comprehensive income | |||||||||||
| Foreign currency translation differences | |||||||||||
| for foreign operations | - | - | (381) | - | - | - | - | - | (381) | (147) | (528) |
| Recycle of change in fair value of available | |||||||||||
| for sale financial assets, net of tax | - | - | - | - | - | (176) | - | - | (176) | - | (176) |
| Net change in fair value of available for sale | |||||||||||
| financial assets, net of tax | - | - | - | - | - | 3 | - | - | 3 | - | 3 |
| Other comprehensive income | - | - | (381) | - | - | (173) | - | - | (554) | (147) | (701) |
| Total comprehensive income for the period |
- | - | (381) | - | - | (173) | - | (1,460) | (2,014) | (65) | (2,079) |
| Transactions with owners recorded | |||||||||||
| directly in equity | |||||||||||
| Contributions by and distributions to | |||||||||||
| owners | |||||||||||
| Dividends paid | - | - | - | - | - | - | - | (882) | (882) | (58) | (940) |
| Acquisition of treasury shares | - | - | - | (1,099) | - | - | - | - | (1,099) | - | (1,099) |
| Shared based payments | - | - | - | - | - | - | 140 | - | 140 | - | 140 |
| Total contributions by and distributions to | |||||||||||
| owners | - | - | - | (1,099) | - | - | 140 | (882) | (1,841) | (58) | (1,899) |
| Balance at 31 August 2016 | 1,337 | 2,975 | (2,879) | (2,739) | 4,190 | (1,511) | 509 | 54,951 | 56,833 | 1,224 | 58,057 |
Condensed consolidated statement of cash flows for the 6 months ended 28 February 2017 -
| 6 months | 6 months | 8 months | |
|---|---|---|---|
| ended 28 | ended 29 | ended 31 | |
| February | February | August | |
| 2017 | 2016 | 2016 | |
| €'000 | €'000 | €'000 | |
| Cash flows from operating activities | |||
| Profit/(loss) for the period | 2,555 | 1,307 | (1,378) |
| Adjustments for: | |||
| Depreciation | 598 | 635 | 755 |
| Amortisation of intangibles | 38 | 18 | 103 |
| Change in fair value of investment property | 125 | 153 | 576 |
| Net finance expense | 97 | 1,048 | 1,310 |
| Share of loss/(profit) of associates | 90 | (694) | - |
| Gain on sale of property, plant and equipment | (34) | - | (17) |
| Gain on sale of other investments | - | - | (285) |
| (Gain)/loss on sale of investment property | (348) | - | 81 |
| Loss on sale of subsidiary | 89 | - | - |
| Equity-settled share-based payment transactions | 76 | 105 | 190 |
| Income tax (expense/(credit) | 389 | (533) | (1,712) |
| Change in inventories | 64 | (283) | 472 |
| Change in trade and other receivables | (9,242) | (8,641) | 14,376 |
| Change in trade and other payables | 3,166 | 5,028 | (13,759) |
| (2,337) | (1,857) | 712 | |
| Interest paid | (129) | (161) | (204) |
| Income tax refunded/(paid) | (77) | 65 | 142 |
| Net cash from operating activities | (2,543) | (1,953) | 650 |
| Cash flows from investing activities | |||
| Interest received | 5 | 4 | 6 |
| Dividends received | - | 39 | 2 |
| Proceeds from sale of property, plant and equipment | 50 | - | 37 |
| Proceeds from disposal of other investments | - | - | 386 |
| Proceeds from exercise of option over financial assets | - | 350 | - |
| Proceeds from disposal of investment property | 1,642 | - | 76 |
| Acquisition of treasury shares | (23) | (803) | (1,099) |
| Exercise of share option | 15 | - | - |
| Proceeds from disposal of subsidiary | 43 | - | - |
| Acquisition of property, plant and equipment | (176) | (333) | (894) |
| Acquisition of intangibles | (11) | - | (37) |
| Net cash used in investing activities | 1,545 | (743) | (1,523) |
| 6 months | 6 months | 8 months | |
|---|---|---|---|
| ended 28 | ended 29 | ended 31 | |
| February | February | August | |
| 2017 | 2016 | 2016 | |
| €'000 | €'000 | €'000 | |
| Cash flows from financing activities | |||
| Repayment of borrowings | (300) | (600) | (900) |
| Payment of finance lease liabilities | (6) | (12) | (65) |
| Dividend paid to non-controlling interest | - | (32) | (58) |
| Dividends paid | (490) | (701) | (882) |
| Net cashflow from financing activities | (796) | (1,345) | (1,905) |
| Net decrease in cash and cash equivalents | (1,794) | (4,041) | (2,778) |
| Cash and cash equivalents at start of period | (3,621) | (1,850) | 82 |
| Effect of exchange rate fluctuations on cash held | (6) | (131) | (925) |
| Cash and cash equivalents at period end | (5,421) | (6,022) | (3,621) |
Donegal Investment Group Plc (the "Company") is a company domiciled in Ireland. The unaudited condensed consolidated interim financial statements of the Group as at and for the six months ended 28 February 2017 comprise the Company and its subsidiaries (together referred to as the "Group") and the Group's interests in associates.
These unaudited condensed consolidated interim financial statements have been prepared in accordance with international financial reporting standard (IFRS) IAS 34 Interim Financial Reporting as adopted by the EU. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated annual financial statements of the Group, prepared in accordance with IFRS as adopted by the EU (EU IFRS) as at and for the period ended 31 August 2016. The financial information presented herein does not amount to statutory financial statements that are required by company law to be annexed to the annual return of the company. The financial statements for the financial period ended 31 August 2016 are annexed to the annual return to be filed with the Registrar of Companies. The audit report on those EU IFRS financial statements was not qualified.
These financial statements are presented in euro, which is the company's functional currency. All financial information presented in euro is rounded to the nearest thousand. They are prepared on the historical cost basis except that the following assets and liabilities are stated at their fair value: derivative financial instruments, financial assets classified as available-for-sale and investment property. These condensed consolidated interim financial statements were approved by the Board of Directors on 26 April 2017.
The following standards, amendments and interpretations were applicable in the financial period beginning 1 September 2016:
For all changes to the standards above, the Group has changed its accounting policies accordingly, which did not have a material impact on the financial results or financial position of the Group.
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing these financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied in prior periods (in respect of the carrying value of goodwill, deferred tax, financial assets and liabilities).
IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal reports that are regularly reviewed by the chief operating decision maker (CODM) in order to allocate resources to the segments and to assess their performance.
The Group comprises the following reportable business segments:
Information regarding the results of each reportable segment is included below. Performance is measured based on segment operating profit/(loss) as included in the internal management reports that are reviewed by the Group's CODM, being the Board. Segment operating profit is used to measure performance; as such information is the most relevant in evaluating the results of the Group's segments. Segment results, assets and liabilities include all items directly attributable to a segment. Segment capital expenditure is the total amount incurred during the period to acquire segment assets that are expected to be used for more than one accounting period.
| Produce | Food-Agri & Property |
Associates | Total-Group | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 6 | 6 | 8 | 6 | 6 | 8 | 6 | 6 | 8 | 6 | 6 | 8 | |
| months | months | months | months | months | months | months | months | months | months | months | months | |
| ended 28 | ended 29 | ended 31 | ended 28 | ended 29 | ended 31 | ended 28 | ended 29 | ended 31 | ended 28 | ended 29 | ended 31 | |
| February | February | August | February | February | August | February | February | August | February | February | August | |
| 2017 | 2016 | 2016 | 2017 | 2016 | 2016 | 2017 | 2016 | 2016 | 2017 | 2016 | 2016 | |
| €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
| Total revenues | 21,558 | 24,499 | 13,745 | 24,845 | 25,389 | 33,756 | - | 33,850 | - | 46,403 | 83,738 | 47,501 |
| Less : Revenue from associates |
- | - | - | - | - | - | - | (33,850) | - | - | (33,850) | - |
| Revenue – continuing operations |
21,558 | ______ 24,499 |
13,745 | 24,845 | ______ 25,389 |
33,756 | _ - |
- | ___ - |
_ 46,403 |
49,888 | _ 47,501 |
| Inter-segment revenue | - | - | - | - | - | - | - | - | - | - | - | - |
| Segment result before exceptional items & property |
||||||||||||
| devaluations | 2,535 | 511 | (515) | 1,070 | 1,142 | 2,046 | (90) | 915 | - | 3,515 | 2,568 | 1,531 |
| Property devaluations | - | - | - | (125) | (153) | (576) | - | - | - | (125) | (153) | (576) |
| Segmental result from continuing operations before |
______ | ______ | _ | __ | _ | _ | ||||||
| exceptional items | 2,535 | 511 | (515) | 945 | 989 | 1,470 | (90) | 915 | - | 3,390 | 2,415 | 955 |
| Exceptional items | (270) | (465) | (2,545) | |||||||||
| Net finance expense | (97) | (1,048) | (1,310) | |||||||||
| Income tax (expense)/credit | (389) | 533 | 1,712 | |||||||||
| Equity-settled share-based | ||||||||||||
| payment transactions | (79) | (128) | (190) | |||||||||
| Profit/(loss) for the period – |
||||||||||||
| continuing operations | 2,555 | 1,307 | (1,378) |
Notes to the unaudited preliminary condensed consolidated financial statements (continued)
for the 6 months ended 28 February 2017
Business segments (continued)
| Produce | Food-Agri | & Property | Associates | Total-Group | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 28 | 29 | 31 | 28 | 29 | 31 | 28 | 29 | 31 | 28 | 29 | 31 | |
| February | February | August | February | February | August | February | February | August | February | February | August | |
| 2017 | 2016 | 2016 | 2017 | 2016 | 2016 | 2017 | 2016 | 2016 | 2017 | 2016 | 2016 | |
| €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
| Segment assets | 16,747 | 18,750 | 8,850 | 50,117 | 53,896 | 50,493 | - | - | - | 66,864 | 72,646 | 59,343 |
| Investments in associates Asset hed for sale |
- | - | - | - | - - |
- | 920 | 1,070 - |
1,008 | 920 | 1,070 | 1,008 |
| (unallocated) Current financial instrument |
- | - | - | - | - | - | - | 23,835 | 23,835 | 23,835 | ||
| (unallocated) | - | - | - | - | - | - | - | - | - | - | 120 | 53 |
| Total assets | 16,747 | 18,750 | 8,850 | 50,117 | 53,896 | 50,493 | 920 | 1,070 | 1,008 | 91,619 | 97,671 | 84,239 |
| Segment liabilities | 3,903 | 6,205 | 1,843 | 9,097 | 8,227 | 7,601 | - | - | - | 13,000 | 14,432 | 9,444 |
| Bank overdraft (unallocated) Loans and borrowings |
5,421 | 6,022 | 3,621 | |||||||||
| (unallocated) Current financial instrument |
11,012 | 11,988 | 11,320 | |||||||||
| (unallocated) | 78 | - | - | |||||||||
| Deferred tax (unallocated) | 1,934 | 3,184 | 1,797 | |||||||||
| Total liabilities | 31,445 | 35,626 | 26,182 | |||||||||
| Capital expenditure Depreciation and |
43 | 79 | 161 | 145 | 254 | 770 | - | - | - | 187 | 333 | 931 |
| amortisation Revaluation of investment |
185 | 227 | 275 | 451 | 426 | 585 | - | - | - | 636 | 653 | 860 |
| property and other assets | - | - | - | 105 | 299 | 571 | - | - | - | 105 | 299 | 571 |
| Island of Ireland | Europe | Rest of World | Total-Group | |||||||||
| 28 | 29 | 31 | 28 | 29 | 31 | 28 | 29 | 31 | 28 | 29 | 31 | |
| February | February | August | February | February | August | February | February | August | February | February | August | |
| 2017 | 2016 | 2016 | 2017 | 2016 | 2016 | 2017 | 2016 | 2016 | 2017 | 2016 | 2016 | |
| €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
| Revenue from external | ||||||||||||
| customers | 38,786 | 43,923 | 40,925 | 7,285 | 5,475 | 5,998 | 332 | 490 | 578 | 46,403 | 49,888 | 47,501 |
| Segment assets | 87,558 | 92,404 | 79,473 | 3,381 | 4,562 | 4,261 | 680 | 705 | 505 | 91,619 | 97,671 | 84,239 |
| Capital expenditure | 167 | 275 | 656 | 20 | 26 | 83 | - | 32 | 12 | 187 | 333 | 751 |
Entity-wide disclosures Section 1: Information about products and services The Group's revenue from external customers in respect of its principal products and services is analysed in the disclosures above.
Section 2: Information about geographical areas and customers
The Group has a presence in several countries worldwide. The revenues from external customers and non-current assets (as defined in IFRS 8) attributable to the country of domicile of all foreign operations are noted above.
The Group's Produce and Food-Agri divisions are first half weighted. This weighting is primarily driven by weather and global buying patterns.
The calculation of basic and diluted (loss)/earnings per share is set out below:
| 28 February 2017 | 29 February 2016 | 31 August 2016 | |
|---|---|---|---|
| €'000 | €'000 | €'000 | |
| Earnings/(loss) for the period | 2,555 | 1,307 | (1,378) |
| Earnings/(loss) attributable to ordinary shareholders | 2,587 | 1,307 | (1,460) |
| Weighted average number of ordinary shares | 28 February 2017 | 29 February 2016 | 31 August 2016 |
| In thousands of shares | |||
| Weighted average number of ordinary shares in issue for the period | 10,286 | 10,286 | 10,286 |
| Weighted average number of treasury shares | (493) | (270) | (369) |
| Denominator for basic earnings per share | 9,793 | 10,016 | 9,917 |
| Effect of share options in issue | 87 | 135 | 96 |
| Weighted average number of ordinary shares (diluted) at end of period | 9,880 | 10,151 | 10,013 |
The Group purchased 3,969 treasury shares at a total purchase price of €23,000 including transaction costs, in a number of transactions, intended to be used to settle the Group share option scheme.
| 28 February 2017 | 29 February 2016 | 31 August 2016 | |
|---|---|---|---|
| Basic earnings/(loss) per share (euro cent) | |||
| Continuing | 26.4 | 13.0 | (14.7) |
| Diluted earnings/(loss) per share (euro cent) | |||
| Continuing | 26.2 | 12.9 | (14.7) |
As the Group incurred a loss in the current period, share options have an anti-dilutive impact and as such have not been included in the diluted loss per share calculation.
| 28 February 2017 | 29 February 2016 | 31 August 2016 | |
|---|---|---|---|
| €'000 | €'000 | €'000 | |
| €0.05 per qualifying ordinary share (29 February 2016: €0.07) | 490 | 701 | 882 |
During the 6 months ended 28 February 2017, the Group acquired assets for €187,000 (29 February 2016: €333,000). Assets with a net book value of €16,000 were disposed of during the 6 months ended 28 February 2017 (29 February 2016: €Nil), resulting in a gain on disposal of €34,000 (29 February 2016: €Nil).
| (9) Investment property | 28 February 2017 | 29 February 2016 | 31 August 2016 | |
|---|---|---|---|---|
| €'000 | €'000 | €'000 | ||
| Balance at start of the period | 19,021 | 18,303 | 18,634 | |
| Change in fair value | (125) | (153) | (13) | |
| Reclassification from land & buildings | - | 483 | 500 | |
| Disposals | (1,236) | - | (73) | |
| Effect of movement in exchange rates | - | (9) | (27) | |
| Balance at end of the period | 17,660 | 18,624 | 19,021 |
Investment property includes the Grianan estate, the Oatfield site in Letterkenny, the Bridgend property and development land in Donegal.
During the 6 months ended 28 February 2017, the Group did not acquire any investment properties (29 February 2016: €Nil). The Group disposed of investment property with a carrying value of €1,236,000 during the period (29 February 2016: €Nil) resulting in a gain on disposal of €348,000 (29 February 2016: €Nil).
| 28 | 28 | 29 | 29 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| February | February | 28 | February | February | 29 | 31 August | 31 August | ||
| 2017 | 2017 | February | 2016 | 2016 | February | 2016 | 2016 | 31 August | |
| Interest in | Loans to | 2017 | Interest in | Loans to | 2016 | Interest in | Loans to | 2016 | |
| associate | associate | Total | associate | associate | Total | associate | associate | Total | |
| €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
| Balance at start of the period | 239 | 769 | 1,008 | 23,353 | 830 | 24,183 | 24,074 | 830 | 24,904 |
| Share of (decrease)/increase in net assets | |||||||||
| after tax | (90) | - | (90) | 721 | - | 721 | - | - | - |
| Impairment of loan to associate |
- | - | - | - | - | - | - | (63) | (63) |
| Interest charged | - | 2 | 2 | - | 1 | 1 | - | 2 | 2 |
| Transfer to asset held for sale | - | - | - | (23,835) | - | (23,835) | (23,835) | - | (23,835) |
| Balance at end of the period |
149 | 771 | 920 | 239 | 831 | 1,070 | 239 | 769 | 1,008 |
The Group's share of results in its associates, for the 6 months ended 28 February 2017 was a loss of €90,000 (29 February 2016: a profit of 721,000, substantially all related to Monaghan Middlebrook Mushrooms. The group's share of Monaghan Middlebrook Mushrooms was transferred to an asset held for sale as at 1 January 2016).
As previously advised, the Company took a shareholder oppression claim relating to its shareholding in Elst (the unlimited holding company of the Monaghan Middlebrook Mushrooms business) ("Monaghan"). The respondents to this claim were the majority shareholders in Monaghan (the "Respondents"). The Commercial Court, a division of the High Court, gave judgment on 5 December 2014 in an individual module of the case, being the price at which the Respondents might purchase the Company's interest in Elst (the "Valuation Module"). The Court determined this price to be €30.6m. This price was based on a shareholding of 35% in Elst (the "High Court Valuation Order"). In separate proceedings, the Court held that the Respondents had an option to acquire 5% of Elst that was held by the Company. This Option has been exercised and the Company's shareholding in Elst is now 30%. On the basis of a 30% shareholding in Elst, the Company's interest in Elst was valued by the Commercial Court pursuant to the judgment of 5 December 2014 at €26,228,570.
After the Valuation Module, the Commercial Court proceeded to a hearing on oppression and the appropriate remedy that ought to be directed (the "Remedy/Oppression Module"). On 21 May 2015, the Respondents (being the majority shareholders in Elst) admitted specified and unspecified acts of oppression and on 21 May 2015 the Commercial Court ordered the Respondents to purchase the shares held by the Company in Elst at the price fixed by it on 5 December 2014 (the "High Court Remedy Order"). On 5 June 2015, the Commercial Court made an order for costs in respect of the Valuation Module and Remedy/Oppression Module in favour of Donegal (the "High Court Costs Order").
The Company appealed the High Court Valuation Order and High Court Remedy Order to the Court of Appeal. The appeals were heard by the Court of Appeal in April 2016. The Court of Appeal delivered judgment on 8 June 2016. The Court of Appeal allowed the Company's appeal in respect of the High Court Valuation Order. It vacated the said Order and remitted back to the High Court for a rehearing on the price at which the Respondents should purchase the Company's 30% shareholding in Elst (the "Court of Appeal Valuation Order") (the "Rehearing").
The Court of Appeal upheld the decision of the High Court in respect of the High Court Remedy Order save in relation to the precise amount which falls to be determined in the Rehearing.
The Respondents also appealed the High Court Costs Order to the Court of Appeal. The appeal was heard on 7 July 2016 and judgment was delivered on 27 July 2016 allowing the appeal. The High Court Costs Order was vacated and the Court of Appeal directed that there be no Order as to costs in respect of the Valuation Module and the Remedy/Oppression Module (the "Court of Appeal Costs Order").
The Respondents sought leave to appeal the Court of Appeal Valuation Order to the Supreme Court ("Respondents' SC Appeal") and following that the Company sought leave to appeal the Court of Appeal Costs Order ("DIG SC Costs Appeal"). Leave to appeal was granted by the Supreme Court in both applications and the Supreme Court heard the Respondents' SC Appeal on 31 January 2017. The Rehearing was originally scheduled for December 2016, however, it was vacated pending the outcome of the Respondents' SC Appeal.
Judgment was delivered by the Supreme Court in the Respondents' SC Appeal on 27 February 2017, and the appeal was dismissed. Accordingly, the Rehearing will now take place and the Company will be making an application for the setting of such a date (which will take a number of days) at the earliest appropriate opportunity. Given the length of time a Rehearing will take, it would not be expected to take place for a number of months, but it would be expected to be heard during the second half of 2017.
Now that the Respondents' SC Appeal has been dealt with, the Supreme Court has sought legal submissions from both sides on the DIG SC Costs Appeal and a hearing date will be allocated in due course. Costs accrued during the Respondents' SC Appeal will also be dealt with at the same time as this appeal is dealt with.
| 28 February 2017 | 29 February 2016 | 31 August 2016 | ||
|---|---|---|---|---|
| €'000 | €'000 | €'000 | ||
| Balance at start of period | 23,835 | - | - | |
| Transfer from investment in associates | - | 23,835 | 23,835 | |
| Balance at end of period | 23,835 | 23,835 | 23,835 |
As outlined in note 10, as a result of the Court of Appeal decision to uphold the High Court Remedy Order, the Group's share in Monaghan Middlebrook Mushrooms was transferred to an asset held for sale as at 1 January 2016, as its value will be recovered through a sales transaction. Accordingly, we are no longer aacounting for a share of profit in Monaghan Middlebrook Mushrooms from that date.
The asset held for sale is not held at market value and was accounted for using the equity accounting method up to the date of transfer from investment in associates. A valuation report commissioned by Donegal Investment Group which values the Group's shareholding in Monaghan Middlebrook Mushrooms at an amount significantly higher than its current carrying value.
Exceptional items are those that, in management's judgement, should be disclosed by virtue of their nature or amount. Such items are included in the statement of profit or loss and comprehensive income caption to which they relate and are separately disclosed in the notes to the Group Financial Statements.
The Group reports the following exceptional items:
| 28 February 2017 | 29 February 2016 | 31 August 2016 | ||
|---|---|---|---|---|
| €'000 | €'000 | €'000 | ||
| Restructuring costs | a | - | - | (141) |
| Associate exceptional costs, net | b | - | (221) | - |
| Reversal of legal costs receivable in respect of oppression action concerning Monaghan Middlebrook Mushrooms |
c | - | - | (1,800) |
| Legal costs in respect of the ongoing legal case concerning Monaghan Middlebrook Mushrooms |
(270) | (214) | (569) | |
| Legal costs receivable in respect of other legal cases | - | (30) | (35) | |
| Income tax expense in respect of exceptional items | - | - | 450 | |
| (270) | (465) | (2,095) |
a) Restructuring costs include operational costs, redundancy costs, legal, and accounting and taxation advice in respect of costs associated with restructuring the Group.
b) Associate exceptional costs include costs in respect of a change in EU grant funding model and redundancy costs.
c) Estimated legal costs receivable in respect of costs awarded by the Courts in 2015 to the Group in respect of the Oppression Action and overturned by the Courts in July 2016.
Key management personnel receive compensation in the form of short-term employee benefits, post-employment benefits and equity compensation benefits. Key management personnel received total compensation of €338,000 relating to two executive directors for the period (28 February 2016: €297,000). Total remuneration is included in "administration expenses."
| Transaction value | Balance outstanding | ||||||
|---|---|---|---|---|---|---|---|
| 28 February | 29 February | 31 August | 28 February | 29 February | 31 August | ||
| 2017 | 2016 | 2016 | 2017 | 2016 | 2016 | ||
| €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | ||
| Sale of goods and services | |||||||
| Sales by Group to directors | 137 | 142 | 192 | 24 | 22 | 39 |
There have been no significant events subsequent to the period end, which would require adjustment to, or disclosure in, the financial statements.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.