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Greenyard NV Interim / Quarterly Report 2011

Aug 18, 2011

3957_ir_2011-08-18_be6375a5-3a44-4482-8d94-0408e9403677.pdf

Interim / Quarterly Report

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HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS - June 2011 under IFRS accounting standards

INDEX

1. OBLIGATIONS WITH REGARD TO PERIODICAL INFORMATION FOLLOWING THE
EUROPEAN TRANSPARENCY DIRECTIVES 3
2. INTERIM ANNUAL REPORT 4
2.1.
CONSOLIDATED KEY FIGURES 4
2.2.
ANALYSIS OF CONSOLIDATED INCOME STATEMENT 6
2.3.
ANALYSIS OF CONSOLIDATED INCOME STATEMENT BY OPERATING SEGMENT 7
2.4.
ANALYSIS OF CONSOLIDATED STATEMENT OF FINANCIAL POSITION AND
CONSOLIDATED STATEMENT OF CASH FLOWS 8
2.5.
PRINCIPAL RISKS AND UNCERTAINTIES FOR THE REMAINING MONTHS OF THE
FINANCIAL YEAR 9
IMPORTANT EVENTS AFTER BALANCE SHEET DATE 9
2.6.
3. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 12
CONDENSED CONSOLIDATED INCOME STATEMENT 12
3.1.
3.2.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 13
3.3.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 14
3.3.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONT'D) 15
3.4.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 16
3.4.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONT'D) 17
3.5.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 18
4. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 19
4.1.
PRESENTATION 19
4.2.
STATEMENT OF COMPLIANCE 19
SEASONALITY OF OPERATIONS 19
4.3.
4.4.
CHANGES IN ACCOUNTING POLICIES AND PRESENTATION RULES 19
4.5.
FOREIGN CURRENCIES 20
4.6.
SEGMENT INFORMATION 21
4.7.
OTHER OPERATING INCOME 25
4.8.
OPERATING CHARGES 25
4.9.
NON-RECURRING ITEMS 26
4.10.
FINANCIAL INCOME AND EXPENSES 27
4.11.
INCOME TAX EXPENSES 27
4.12.
GOODWILL 27
4.13.
INVESTMENT EXPENSES 28
4.14.
DEFERRED TAX ASSETS 28
4.15.
INVENTORIES 28
4.16.
NUMBER OF SHARES 28
4.17.
FINANCIAL INSTRUMENTS AND RISK DESCRIPTION 29
4.18.
INTEREST-BEARING LIABILITIES 29
4.19.
FOREIGN EXCHANGE SENSITIVITY 31
4.20.
CHANGES IN CONSOLIDATION SCOPE 33
4.21.
CONTINGENCIES 33
4.22.
RELATED PARTIES 33
4.23.
EVENTS AFTER THE BALANCE SHEET DATE 33
5. REPORT OF THE STATUTORY AUDITOR ON THE CONDENSED CONSOLIDATED
INTERIM FINANCIAL STATEMENTS 34
ANNEX 1: CONDENSED CONSOLIDATED FIGURES OF SCANA NOLIKO HOLDING NV (BE
GAAP) 35

1. OBLIGATIONS WITH REGARD TO PERIODICAL INFORMATION FOLLOWING THE EUROPEAN TRANSPARENCY DIRECTIVES

Declaration regarding the information given in this interim report for the 6 months period ended 30 June 2011

Westrozebeke, 18th of August 2011

The undersigned declare that to the best of their knowledge:

  • the condensed interim financial statements for the six months period ended 30 June 2011, which have been prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of PinguinLutosa NV, and the undertakings included in the consolidation as a whole (the "Group");

  • this interim management includes a fair review of the important events and major related parties transactions that have occurred during the first six months of the financial year, and their impact on the condensed set of financial statements, together with a description of the principal risks and uncertainties for the remaining six months of the financial year.

Deprez Invest NV, represented by Mr Hein Deprez, CEO The New Mile BVBA, represented by Mr Steven D'haene, CFO The Marble BVBA, represented by Mr Luc Van Nevel, president of Board of Directors

2. INTERIM ANNUAL REPORT

This interim annual report should be read in conjunction with the condensed consolidated interim financial statements of the PinguinLutosa Group.

2.1. CONSOLIDATED KEY FIGURES

Consolidated key figures: IFRS income statement 30/06/2011 30/06/2010
(in thousands of €) (6 months) (6 months)
Sales 228,089 228,403
Operating income 222,731 199,578
Operating cash flow (EBITDA) -7,271 2,414
Operating profit (EBIT) -17,282 -7,092
Recurring EBITDA (REBITDA) -5,941 2,855
Recurring EBIT (REBIT) -16,271 -6,978
Financial income 1,146 3,959
Financial charges -6,853 -3,718
Net profit after taxes -12,872 -6,351
Earnings per share: part of the Group (in €) -1.04 -0.53
Ratios
EBITDA / Operating income -3.3% 1.2%
EBIT / Operating income -7.8% -3.6%
Consolidated key figures: IFRS statement of financial position 30/06/2011 31/12/2010
(in thousands of €) (6 months) (12 months)
Fixed assets 186,984 188,301
Current assets 174,847 231,936
Statement of financial position total 361,831 420,237
Equity (incl. non-controlling interests) 125,002 138,714
Non-controlling interests 1,140 1,960
Liabilities 236,829 281,523
Statement of financial position total 361,831 420,237
Working capital 68,813 100,053
Net financial debt 99,807 66,796
Consolidated key figures: IFRS statement of financial position 30/06/2011 31/12/2010
(6 months) (12 months)
Ratios
ROE (1) -10.3% 2.0%
Liquidity (2) 103.7% 117.9%
Solvency (3) 34.5% 33.0%
Gearing (4) 79.8% 48.2%
(1) ROE
= return on equity (share of the Group + non-controlling interests).

= Group net result after taxes / equity (share of the Group + non-controlling interests).

(2) Liquidity = current assets / current liabilities.

(3) Solvency = equity (share of the Group + non-controlling interests) / total assets.

(4) Gearing = net financial debt / equity (share of the Group + non-controlling interests).

2.2. ANALYSIS OF CONSOLIDATED INCOME STATEMENT

During the first six months of the financial year 2011, the consolidated sales of the Group remained stable (-0.1%) with €228.1 million at 30 June 2011 compared to €228.4 million at 30 June 2010. The increase of sales in the potato division (€+9.4 million or +8.4%) is explained by the fact that the increased raw material prices could be partially charged through, but this positive evolution was partially compensated by the decrease of the volume sold (-18.4%). On the other hand sales in the deep-frozen vegetable division decreased by €9.7 million (or -8.4%) compared to the same period prior year.

In accordance with the IFRS standards, in 2011 the transport costs charged on to customers have been presented under the heading 'sales' and the prior period figures have been adjusted accordingly. €3.3 million of all transport costs charged on to customers in 2011 (€3.7 million) can be attributed to the potato division, whereas €3.5 million of all transport costs charged on to customers in 2010 (€3.7 million) can be attributed to the potato division.

The heading 'Other operating income' decreased by €0.2 million (-10.3%) to €1.6 million, versus €1.8 million for the same period of the previous year. This decrease can be explained primarily by the loss of the leasing out of deep-freeze units (€-0.5 million) at the King's Lynn site (United Kingdom). However this decrease was partially compensated by the increased revenue out of 'costs passed on in the context of the delivery of green energy' (€+0.4 million).

The heading 'Raw materials, consumables and goods for resale' increased by €28.8 million (+26.3%) to €138.0 million versus €109.2 million for the same period last year. This increase is mainly due to the increase of the heading 'purchase of fresh vegetables and potatoes' by €25.4 million, which can be largely explained by the sharp rise in raw material prices that faced the potato division.

The heading 'Services and other goods' increased by €3.8 million (+6.8%) to €60.4 million versus €56.6 million for the same period last year. This increase is mainly due to the increase of the energy costs (€+1.2 million), maintenance and IT costs (€+0.7 million), external advisory costs (€+0.6 million: mainly costs related to the acquisitions of Scana Noliko and CECAB: see note '4.9. Non-recurring items)) and costs related to sales and administration (€+0.7 million).

The heading 'Personnel costs' decreased by €0.3 million (-1.3%) to €29.5 million versus €29.8 million for the same period in the previous year. This decrease is mainly attributable to the decrease in personnel costs in the potato division. The reduction of payroll charges was recorded as a deduction of the heading 'personnel costs' (30 June 2011: €0.5 million; 30 June 2010: €0.5 million) instead of under the heading 'other operating income' (see note '4.7. Other operating revenue' and note '4.8. Operating charges').

The heading 'Depreciation charges' increased by €0.7 million compared to the same period last year. The heading 'Impairments and write-offs' decreased by 30.1% to an addition of €0.4 million compared to an addition of €0.6 million for the same period in previous year. The heading 'Provisions' remained stable compared to the same period in previous year at a reversal of €0.3 million.

The heading 'Other operating charges' amounts to €2.1 million at 30 June 2011 and increased by €0.6 million (+42.3%) compared to the same period in the previous year, which can be mainly explained by costs in Pinguin Aquitaine SAS related to cleaning and repair works on the property and waterpurification installation of third parties (€0.6 million).

One-off expenses and profits

The one-off expenses included in the operating result at 30 June 2011 in an amount of €1.0 million relate on the one hand to the British subsidiary (€0.4 million) and on the other hand to PinguinLutosa NV (€0.6 million). The one-off expenses in the United Kingdom mainly relate on the one hand to additional costs (€0.1 million) for clearing and repair work when the rented site in Easton was vacated and on the other hand a provision (€0.2 million) was recorded for a claim relating to a tax issue. The one-off expenses in PinguinLutosa NV mainly relate to acquisition costs for Scana Noliko and CECAB (€0.6 million).

PINGUINLUTOSA NV Ⴠ Romenstraat 3 Ⴠ 8840 WESTROZEBEKE Ⴠ Belgium

There are no one-off profits included in the operating result at 30 June 2011.

The one-off expenses included in the operating result at 30 June 2010 relate to a €0.1 million cost arising from the booking of additional costs for clearing and repair work when the rented site in Easton (United Kingdom) was vacated.

There are no one-off profits included in the operating result at 30 June 2010.

The operating cash flow (EBITDA) decreased by €9.7 million (-401.2%) to €-7.3 million compared to €2.4 million for the same period last year. The operating result (EBIT) of the Group decreased by €10.2 million from €-7.1 million at 30 June 2010 to €-17.3 million, with an EBIT margin of -7.8% at the end of June 2011 compared to -3.6% at the end of June 2010.

The recurring operating cash flow (REBITDA) now amounts to €-5.9 million compared to €2.9 million at 30 June 2010. The recurring EBIT (REBIT) now amounts to €-16.3 million compared to €-7.0 million at 30 June 2010.

The net financial result at the end of June 2011 amounted to €-5.7 million compared to €0.2 million for the same period last year. The negative financial result as per 30 June 2011 is the combined result of on the one hand negative exchange rate results of €-1.9 million (as per 30 June 2010: positive exchange rate results of €3.7 million) and interest charges of €-3.1 million (as per 30 June 2010: €-2.7 million) and on the other hand the financial result being positively affected by a result of €0.2 million on derivatives (as per 30 June 2010: €0.0 million). The other financial expenses increased to €-0.9 million (as per 30 June 2010: €-0.8 million).

Taxes decreased from €+0.5 million for the first half year of 2010 to €+10.1 million for the first half year of 2011. We remark that taxes at 30 June 2011 include the recognition of deferred tax assets in an amount of €7.9 million (see note '2.4. Analysis of consolidated statement of financial position and consolidated statement of cash flows').

The net loss of the Group in the first half year of 2011 then amounts to €-12.9 million compared to a net loss of €-6.4 million in the first half year of 2010.

2.3. ANALYSIS OF CONSOLIDATED INCOME STATEMENT BY OPERATING SEGMENT

I. DEEP-FROZEN VEGETABLE SEGMENT (revenue -8.4% (in value))

This segment represents 46.4% of the consolidated revenue of the Group (as per 30 June 2010: 51.3%). The decrease of revenue (€-9.7 million) in this segment compared to the first half year of the previous year is mainly due to the decreased sales volumes in the deep-frozen vegetable division (-12.4%). The decrease is most pronounced in the Belgian deep-frozen vegetable division. The fact that sales in percentage decline less than the decline in volumes sold is due to the sale of a more expensive product mix compared to previous year.

The first six months of the calendar year are traditionally characterised by low production activities since only a limited quantity of fresh vegetables is harvested. During this period PinguinLutosa undertakes planned repairs and maintenance as well as large investment projects. As a consequence, the contribution of the first half year to the result of the Group is always substantially less than the contribution of the second half year.

The operating result of the deep-frozen vegetable segment in the first half year of 2011 amounts to €-15.0 million. This result includes a one-off expense of €1.0 million mainly arising from on the one hand acquisition costs for Scana Noliko and CECAB (€0.6 million) in PinguinLutosa NV and on the other hand the booking of additional costs (€0.1 million) for clearing and repair work when the rented site in Easton (United Kingdom) was vacated and a provision (€0.2 million) was recorded for a claim relating to a tax issue in the United Kingdom.

In the comparable period of last year the operating result amounted to €-6.8 million. This result includes a one-off expense of €0.1 million arising from the booking of additional costs for clearing and repair work when the rented site in Easton (United Kingdom) was vacated. Thus, the operating result of the deep-frozen vegetable division fell by €8.2 million. The operating result before non-recurring income and expenditure fell by €7.4 million. For a further explanation of this negative variance we refer to the discussion of the REBITDA.

As per 30 June 2011, the REBITDA was €-9.0 million, €7.3 million lower than the previous year. The decrease in recurring operating cash flow is to be found in the Belgian (€-1.5 million) and British sites (€-5.5 million) of the deep-frozen vegetable division. The sharp fall in our British subsidiary can mainly be explained by the lower volumes sold, the lower sales prices, the increased raw material prices, the loss of rental income from leasing out of deep-freeze units and the increase of a number of cost accounts.

In the Belgian deep-frozen vegetable division the negative evolution of the result can be mainly explained by the lowered sales and the lower margins that were realized on these sales.

II. POTATO SEGMENT (revenue +8.4% (in value))

This segment now represents 53.6% of the consolidated revenue of the Group (as per 30 June 2010: 48.7%). Despite the decrease of volume sold (-18.4%) there is an increase in turnover in this segment compared to the first six months of the previous financial year, which is mainly attributable to the partial through-charging of the increased raw material prices.

The operating result of the potato segment in the first half year of 2011 amounts to €-2.2 million. This result does not include any non-recurring elements. In the comparable period of last year the operating result amounted to €-0.3 million, not including any non-recurring elements. The decline in the operating result is primarily attributable to the fall in gross margin resulting from the fact that the increased raw material prices could not be charged through sufficiently.

As per 30 June 2011, the operating cash flow (EBITDA) was €3.1 million compared to €4.5 million in the previous year (€-1.4 million). The explanation for this negative evolution is the same as given under the discussion of the operating result.

2.4. ANALYSIS OF CONSOLIDATED STATEMENT OF FINANCIAL POSITION AND CONSOLIDATED STATEMENT OF CASH FLOWS

During the first six months of 2011 the Group's fixed assets decreased by 0.7% to €187.0 million.

During the first six months of 2011 the Group's intangible fixed assets fell slightly by 1.2% to €4.2 million. This fall resulted from investments rising by €0.5 million compared to depreciations amounting to €0.6 million.

Compared to the previous reporting period, the heading goodwill fell by €0.1 million as a result of exchange rate differences on the goodwill relating to the segment 'Christian Salvesen Foods'.

During the first six months of 2011 the Group's fixed assets decreased by €1.8 million (-1.4%) to €129.3 million. This decrease is the net result of capital expenditure of €8.5 million (+30.5% compared to the same period last year) and depreciation charges that rose to €9.4 million (+6.7%), net disposals of €-0.1 million and negative translation differences of €-0.7 million.

At 30 June 2011 the Group has recognized a deferred tax asset for its British subsidiary PinguinLutosa Foods UK Ltd. for €0.6 million (see note '4.11. Income tax expenses').

During the first six months of 2011, inventories have fallen from €112.6 million at 31 December 2010 to €100.0 million at 30 June 2011. This decrease in inventories by €12.6 million (-11.2%) is related to

PINGUINLUTOSA NV Ⴠ Romenstraat 3 Ⴠ 8840 WESTROZEBEKE Ⴠ Belgium

Tel. +32 (0)51 788 200 Ⴠ Fax +32 (0)51 778 382 Ⴠ www.pinguinlutosa.com

the seasonal nature of the deep-frozen vegetable segment: vegetables are mainly processed in the July-December period, leading to higher inventory levels at the end of December than at the end of June (see note '2.3. Analysis of comprehensive income by operating segment').

At 30 June 2011 the outstanding receivables amounted to €60.2 million compared to €64.4 million at 31 December 2010.

Cash & cash equivalents decreased by 73.3% from €55.0 million to €14.7 million.

On 31 December 2010 and 30 June 2011 the Group did not own treasury shares.

Consolidated equity attributable to equity holders of PinguinLutosa at 30 June 2011 was €125.0 million, compared to €138.7 million at the end of 2010. Further details on equity movements can be found in note '3.4. Changes in equity' of the interim consolidated financial statements.

Provisions have decreased by €0.4 million compared to previous reporting period. In Pinguin Aquitaine SAS the provision related to the cleaning and repair work on a property and the water-purification installation (€0.6 million) has been used in 2011. On the other hand a provision (€0.2 million) has been set up for a claim relating to a tax issue in the United Kingdom.

Long-term debts decreased from €84.7 million at 31 December 2010 to €68.3 million at 30 June 2011. Deferred tax liabilities decreased from €27.4 million at 31 December 2010 to €18.0 million at 30 June 2011, mainly following the recognition of deferred tax assets in the British and Belgian deep-frozen vegetable divisions in an amount of €7.9 million as a result of the expected taxable position at year end in the United Kingdom and the tax losses carried forward in Belgium. The long-term financial debts at credit institutions decreased from €56.0 million at 31 December 2010 to €49.3 million at 30 June 2011. The short-term financial debts at credit institutions decreased from €65.8 million at 31 December 2010 to €65.1 million at 30 June 2011 (see note '4.18. Interest-bearing debts').

At 30 June 2011 the derivatives valued at fair value amounted to €0.4 million compared to €0.6 million at 31 December 2010.

At 30 June 2011 the trade payables amounted to €91.0 million compared to €116.7 million at 31 December 2010. At 30 June 2011 tax payables decreased from €6.8 million at 31 December 2010 to €4.4 million at 30 June 2011. At 30 June 2011 remuneration and social security payables increased from €6.9 million at 31 December 2010 to €7.4 million at 30 June 2011. At 30 June 2011 other payables remained stable at €0.6 million.

2.5. PRINCIPAL RISKS AND UNCERTAINTIES FOR THE REMAINING MONTHS OF THE FINANCIAL YEAR

The principal risks and uncertainties for the remaining months of the financial year ended 31 December 2011 remain the same as those described in the previous annual report at 31 December 2010.

2.6. IMPORTANT EVENTS AFTER BALANCE SHEET DATE

Between 30 June 2011 and the date on which these condensed interim consolidated financial statements were released for publication, following significant events after the balance sheet date have occurred:

Business combination Scana Noliko

On 19 July 2011 the full acquisition of the Scana Noliko group was successfully closed. Scana Noliko (www.Scana-Noliko.be) is an internationally active food products company that is growing rapidly and includes the companies Scana Noliko Holding NV, Scana Noliko NV, Scana Noliko Ltd, Scana Noliko Rijkevorsel NV, Scana Noliko Real Estate NV and BND CVBA. Besides the processing of harvest-

PINGUINLUTOSA NV Ⴠ Romenstraat 3 Ⴠ 8840 WESTROZEBEKE Ⴠ Belgium

Tel. +32 (0)51 788 200 Ⴠ Fax +32 (0)51 778 382 Ⴠ www.pinguinlutosa.com

fresh vegetables and fruit, it is also active in the preparation of convenience food products such as soups, sauces, dips and pasta dishes. This is being commercialised under private label and own brand in cans, glass jars or flexible packaging. There are 2 establishments in Bree and Rijkevorsel, employing 563 people in total. The figures of Scana Noliko will be included in the consolidation scope of PinguinLutosa as of 1 July 2011.

This acquisition again represents a major step forward for PinguinLutosa, extending its product range with high quality preserved foods in can or glass jars. The strengths of Scana Noliko in agro, production, technology and R&D, in combination with the extensive commercial network of Pinguin-Lutosa, complement each other perfectly and strengthen the organisation of PinguinLutosa even further. The acquisition of Scana Noliko further strengthens the profitability of PinguinLutosa, and consequently lays a strong base for the future.

PinguinLutosa will pay €117.36 million for all the shares in the companies mentioned above. This amount includes a deferred payment in an amount of €1.8 million at an interest rate of 6%, payable end of July 2012. This transaction will be financed as follows:

    1. Partly by a capital increase of €44 million:
  • o PinguinLutosa has the commitment of the Gimv-XL fund to subscribe a tranche of €24 million at a price of €11.67 per share, as well as the commitment from the controlling shareholder Food Invest International NV (controlled by the family Deprez), also at the same conditions for an amount of €8.48 million.
  • o The remainder of the capital tranche, €11.52 million will then be offered to the public.
    1. Partly by a subordinated loan with warrants for an amount of €36 million issued by Gimv-XL fund, repayable after 7 years at an interest rate of 6.75%.
    1. The realisation of the real estate in an amount of €30 million via Food Invest International NV.
    1. The balance will be realised from part of the trade receivables.

The costs related to the acquisition of Scana Noliko are taken directly in the income statement as per 30 June 2011 under the heading 'services and other goods: external advisory' and amount to €0.2 million (see note '4.9. Non-recurring costs and income).

The financial information regarding the interim statement of financial position of Scana Noliko as per 30 June 2011 is currently being converted into the IFRS valuation rules of the Group (fair value exercise IFRS 3 for the opening balance sheet as per 1 July 2011). Reporting within Scana Noliko was based on Belgian recognition and valuation rules and not the IFRS recognition and valuation rules as applied by the Group.

Annex 1 presents the condensed consolidated accounts for Scana Noliko Holding NV as per 31 March 2011, based on Belgian recognition and valuation rules. These consolidated figures of Scana Noliko Holding NV include the result of the period for the following companies for the 12 month period ending on 31 March 2011: Scana Noliko Holding NV, Scana Noliko NV, Scana Noliko Rijkevorsel NV, Scana Noliko Ltd, BND CVBA and Scana Noliko Real Estate NV. In addition, one needs to remark that these consolidated figures of Scana Noliko Holding NV as per 31 March 2011 include the land and buildings of Scana Noliko (and the depreciation charges on these buildings). However the real estate company Scana Noliko Real Estate NV was directly sold through to Food Invest International NV in an amount of €27.5 million and the real estate from the site in Rijkevorsel will at its turn be sold in the autumn of 2011 by Scana Noliko Rijkevorsel NV (asset deal) to De Binnenakkers NV (founded by Food Invest International NV and Scana Noliko Real Estate NV) in an amount of €2.5 million.

For further information regarding the consolidated accounts of Scana Noliko Holding NV as per 31 March 2011 we refer to the website of the National Bank of Belgium (www.bnb.be) where these consolidated accounts will be available for consulting (free of charge) as from beginning of September 2011 onwards.

Club deal

Supported by the banking syndicate, the reference shareholders of PinguinLutosa and the previous shareholders of Scana Noliko, PinguinLutosa has also managed to replace and extend the existing financing of PinguinLutosa as well as that of Scana Noliko. In total a credit facility of €250 million (with a variable interest rate between 'euribor +4.25%' and 'euribor +6%')), has been negotiated, which consists of:

  • (i) A €130 million term loan. This loan is repayable in periodical instalments, with the largest instalment (60% of the loan) at final maturity at the end of the five year term. The term loan has been drawn partly in pounds sterling and partly in euros.
  • (ii) A €60 million revolving credit facility during the same five year term. This loan is repayable in periodical instalments.
  • (iii) A €60 million line for future investments during the same five year term. This line is repayable in periodical instalments, with the largest instalment (70% of the outstanding aggregate amount) at final maturity at the end of the five year term.

The existing guarantees of Scana Noliko have been released and replaced by a guarantee structure based primarily on limited registered mortgages and pledges on property and general business assets, mortgage and pledge mandates on property and the general business assets, a pledge on shares and a pledge on receivables. The agreement includes a change of control clause that in case of a change of control a prepayment of the facilities is foreseen.

A new covenant package is applicable on a quarterly basis as from the fourth quarter of 2011 onwards and reporting to the credit providers will therefore also be made on a quarterly basis. For the fourth quarter of 2011 the following covenants have been included:

  • (i) net financial debt /REBITDA ratio (Q 3.75 at 31 December 2011)
  • (ii) EBITDA/interest payments ratio (R 3.70 at 31 December 2011)
  • (iii) cash flow/capital and interest repayments ratio (R 1)
  • (iv) the extent of investment (for calendar year 2011 fixed at maximum €41.0 million)
  • (v) the extent of invoice discounting (for calendar year 2011 fixed at €70 million)

The margin applicable on the credits is dependent on performance against these covenants. For a calculation of the ratios under items (i),(ii) and (iii) a period of 12 months preceding the date of the examination must be taken into account.

The transaction costs related to the renegotiation of the club deal for a total amount of €3.1 million will be recorded as a deduction of the interest-bearing liabilities and will be taken into result over the term of the financing.

Within the framework of the club deal that was renegotiated on 19 July 2011, several restrictions were also imposed in connection with the dividend policy to be employed. Specifically, in the event of a possible dividend payment, account is to be taken of the outstanding financial debt as a result of the club deal and a part is reserved for continuing to scale down debt.

Status CECAB

PinguinLutosa has obtained the approval from the French Competition authorities for the acquisition of the deep-frozen activities of the French CECAB. Now that this last obstacle has been overcome, nothing stands in the way for integration into PinguinLutosa.

It was decided to coincide this step with the start of the new sales season on 1st September. This means that from that date onwards, the operational and commercial activities will be fully in the hands of PinguinLutosa.

The finalisation of this transaction is expected end of August 2011.

3. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

3.1. CONDENSED CONSOLIDATED INCOME STATEMENT 1

Consolidated income statement Note 30/06/2011 30/06/2010
(in thousands of €) (6 months) (6 months)
Sales 4.6. 228,089 228,403
Increase/decrease (-) in inventories -6,951 -30,600
Other operating income 4.7. 1,593 1,775
Raw materials, consumables and goods for resale 4.8. -137,992 -109,229
Services and other goods 4.8. -60,417 -56,594
Personnel costs 4.8. -29,459 -29,841
Depreciation and amortization 4.8. -9,928 -9,268
Impairments, write-offs 4.8. -405 -579
Provisions 4.8. 323 341
Other operating charges 4.8. -2,134 -1,500
Operating profit (EBIT) -17,282 -7,092
Non-recurring income 4.9.
Non-recurring expenses 4.9. -1,011 -114
Operating profit before non-recurrings (REBIT) -16,271 -6,978
Financial income 4.10. 1,146 3,959
Financial expenses 4.10. -6,853 -3,718
Operating profit after net finance costs -22,989 -6,851
Taxes 4.11. 10,117 500
PROFIT (LOSS) OF THE PERIOD -12,872 -6,351
Attributable to:
- The shareholders of PinguinLutosa (the 'Group') -12,052 -5,673
- Non-controlling interests -820 -678

PINGUINLUTOSA NV Ⴠ Romenstraat 3 Ⴠ 8840 WESTROZEBEKE Ⴠ Belgium

Tel. +32 (0)51 788 200 Ⴠ Fax +32 (0)51 778 382 Ⴠ www.pinguinlutosa.com

1 In accordance with the IFRS standards, in 2011 the transport costs charged on to customers have been posted under the heading 'sales' and the prior period figures have been adjusted accordingly (we refer to the heading "2.3. Valuation rules" of the annual report 2010 and note 2.2.). In addition, in 2010 and 2011 the reduction for personnel charges has been recorded as a reduction of the heading 'personnel charges' instead of under the heading 'other operating revenue' (see note 2.2.).

Earnings per share 30/06/2011 30/06/2010
(in € per share) (6 months) (6 months)
Basic Basic
Weighted average number of ordinary shares 11,570,631 10,713,733
Net profit (loss) attributable to ordinary shareholders
(in thousands of €) -12,052 -5,673
- Net profit (loss) from continuing operations -12,052 -5,673
Earnings per share (in € per share) -1.04 -0.53
- Earnings per share from continuing operations -1.04 -0.53

In the absence of warrants or option plans in 2010 and 2011, there is no dilution effect in calculating earnings per share.

3.2. CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Consolidated statement of comprehensive income 30/06/2011 30/06/2010
(in thousands of €) (6 months) (6 months)
Profit (loss) of the period -12,872 -6,351
Other comprehensive income of the period
Foreign currency translation differences for foreign operations
Other
-833 1,766
Income tax relating to components of other comprehensive income
Other comprehensive income (net of tax) -833 1,766
Total comprehensive income of the period -13,705 -4,585
Attributable to:
- The shareholders of PinguinLutosa (the Group) -12,885 -3,907
- Non-controlling interests -820 -678

3.3. CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

ASSETS Note 30/06/2011 31/12/2010
(in thousands of €)
NON-CURRENT ASSETS 186,984 188,301
Intangible fixed assets 4.13. 4,157 4,206
Goodwill 4.12. 52,775 52,832
Tangible fixed assets
- Land and buildings
- Plant, machinery and equipment
- Furniture and vehicles
- Other
- Assets under construction and advance payments
4.13. 129,348
28,275
97,429
2,402
1,242
131,120
28,789
98,572
2,706
1,053
Financial fixed assets
- Other non-current financial assets
Deferred tax assets 4.14. 576
Long-term receivables (> 1 year)
- Other receivables
128
128
143
143
CURRENT ASSETS 174,847 231,936
Assets held for sale
Inventories
4.15. 99,978 112,566
- Raw materials and consumables 11,503 15,648
- Work in progress and finished goods 88,475 96,918
Amounts receivable 60,206 64,380
- Trade receivables 43,172 51,182
- Other receivables 17,034 13,198
Other financial assets
- Derivatives 4.17.
- Short-term deposits
Cash and cash equivalents
14,663 54,990
TOTAL ASSETS 361,831 420,237

3.3. CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

EQUITY AND LIABILITIES Note 30/06/2011 31/12/2010
(in thousands of €)
EQUITY 125,002 138,714
Share capital 3.4./4.16. 111,013 111,013
- Issued capital 111,013 111,013
Share premium
Consolidated reserves
3.4.
3.4.
11,376
5,700
11,376
17,759
Cumulative translation adjustments 3.4. -4,227 -3,394
Non-controlling interests 3.4. 1,140 1,960
NON-CURRENT LIABILITIES 68,268 84,743
Provisions for pensions and similar rights 23 26
Other provisions 902 1,257
Financial debts at credit institutions 4.18. 49,344 56,031
- Finance leases 4.18. 152 476
- Bank loans 4.18. 46,785 53,055
- Other financial debts 4.18. 2,407 2,500
Deferred tax liabilities 17,999 27,429
CURRENT LIABILITIES 168,561 196,780
Financial debts at credit institutions 4.18. 65,126 65,755
- Finance leases 4.18. 509 629
- Bank loans: debts > 1 year payable within current year 4.18. 12,663 12,781
- Bank loans 4.18. 51,355 51,516
- Derivatives 4.17. 359 594
- Other financial debts 4.18. 240 235
Trade payables 90,998 116,679
Advances received on contracts 1 61
Tax payable 4,369 6,763
Remuneration and social security 7,382 6,876
Other amounts payable 685 646
TOTAL EQUITY AND LIABILITIES 361,831 420,237

3.4. CONDENSEDCONSOLIDATED STATEMENT OF CHANGES IN EQUITY

The table belowsummarizes the changes in equity for the six month period ended 30 June 2011 and 30 June 2010:

Co
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2
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5,
0
0
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3.4. CONDENSEDCONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

Co
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da
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p
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0 0 0 1,
7
6
6
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6
7
3
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8
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D
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6
7
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5
4
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1,
8
3
5
1
1
9,
1
9
3
1,
3
4
0
1
2
0,
3
3
5

3.5. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS2

Consolidated statement of cash flows 30/06/2011 30/06/2010
(in thousands of €) (6 months) (6 months)
CASH AND CASH EQUIVALENTS, OPENING BALANCE 54,990 37,988
CASH FLOW FROM OPERATING ACTIVITIES (A) -20,877 10,645
Operating profit (EBIT) -17,282 -7,092
Income taxes -93 -2,000
Adjustments for non-cash items 9,924 9,784
Depreciation of tangible fixed assets 9,324 8,973
Amortization of intangible fixed assets 553 504
Increase/decrease (-) in amounts written off 405 579
Increase/decrease (-) in provisions -358 -272
Increase/decrease in working capital -13,426 9,953
Increase (-)/decrease in inventories 12,382 28,536
Increase (-)/decrease in trade and other receivables 4,174 -5,027
Increase/decrease (-) in trade and other payables -27,992 -16,884
Effect of exchange rate on working capital -1,990 3,328
CASH FLOW FROM INVESTING ACTIVITIES (B) -8,402 -4,668
Acquisitions (-) -8,550 -5,032
Acquisition of intangible fixed assets -577 -164
Acquisition of tangible fixed assets -7,973 -4,868
Disposals 148 364
Disposal of tangible fixed assets 148 364
CASH FLOW FROM FINANCING ACTIVITIES (C) -11,028 -2,615
Increase long- and short-term funding 386 9,205
Decrease (-) long- and short-term funding -7,466 -8,793
Net interests paid -3,091 -2,664
Other financial charges -857 -363
NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) -40,307 3,362
Effect of exchange rate fluctuations -20 162
CASH AND CASH EQUIVALENTS, CLOSING BALANCE 14,663 41,512

PINGUINLUTOSA NV Ⴠ Romenstraat 3 Ⴠ 8840 WESTROZEBEKE Ⴠ Belgium

Tel. +32 (0)51 788 200 Ⴠ Fax +32 (0)51 778 382 Ⴠ www.pinguinlutosa.com

2 The figures as at 30 June 2010 have been reclassified to conform to the presentation of the figures in the annual report at 31 December 2010 and of the figures at 30 June 2011. More specifically it relates to a transfer from the category 'movement on financial instruments' out of the 'cash flow from operating activities' into the 'cash flow from investing activities' for an amount of €0.060 million.

4. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

4.1. PRESENTATION

PinguinLutosa NV (the "Company") is domiciled in Belgium in Westrozebeke and is listed on the continuous market of Euronext Brussels under the code 'PIN'. PinguinLutosa (www.pinguinlutosa.com) is specialized in fresh frozen vegetables, vegetable products and potato products (under the brand Lutosa), through eight production facilities per 30 June 2011: Westrozebeke, Langemark, Leuze-en-Hainaut and St-Eloois-Vijve (Belgium), Ychoux (France), King's Lynn, Boston and Bourne (UK). After the acquisition of Scana Noliko (01/07/2011) and the acquisition of the deep-frozen vegetable activities of the French CECAB-group (01/09/2011), the Group will obtain 15 production units in five different countries (Belgium, France, United Kingdom, Poland and Hungary) and sales offices in five continents.

PinguinLutosa's business is focused primarily on companies in the Food Industry, Food Service and Retail sectors. PinguinLutosa offers its customers a total "Vegetable Solution" concept, in line with a growing market trend towards "component cooking". The Group maintains its own R&D centre, focusing on product and process innovation.

4.2. STATEMENT OF COMPLIANCE

The condensed consolidated interim financial statements for the six months ended 30 June 2011 contain the financial statements of the Company, its subsidiaries (the "Group"), and the Group's interests in associated companies and jointly controlled entities.

The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union. They do not contain all the information needed for full annual financial statements and should therefore be read in conjunction with the consolidated financial statements for the reporting period ended 31 December 2010, published in the 2010 Annual Report to Shareholders.

These condensed consolidated interim financial statements were authorised for issue by the Board of Directors on the 16th of August 2011.

4.3. SEASONALITY OF OPERATIONS

In the deep-frozen vegetable segment, the first six months of the calendar year are traditionally characterised by low production activities since only a limited quantity of fresh vegetables is harvested. During this period PinguinLutosa undertakes planned repairs and maintenance as well as large investment projects. As a consequence, the contribution of the first half year to the result of the Group is always substantially less than the contribution of the second half year.

4.4. CHANGES IN ACCOUNTING POLICIES AND PRESENTATION RULES

The accounting policies adopted in the preparation of the condensed interim financial statements are consistent with those applied in the preparation of the consolidated financial statements for the financial year 2010, except for the adoption of new Standards and Interpretations as of 1 January 2011, noted below:

  • IAS 24 (Revised) "Related party disclosures" (effective from 1 January 2011);

The revised standard basically introduces exemptions from state-owned entities. It also clarifies and simplifies the definition of related parties.

  • IAS 32 (Revised) "Financial instruments: Presentation and classification of right issues" (effective from 1 February 2010);

This amendment deals with the classification of right issues.

  • IFRIC 19 "Extinguishing financial liabilities with equity instruments" (effective from 1 July 2010);

This interpretation provides guidance on debt for equity swaps.

  • Improvements to IFRS (2009-2010 ) (normally effective from 1 January 2011);

Applying these improvements to IFRS (2010) has no significant impact on the Group's reported results or financial position.

Per 30 June 2011 the Group did not apply yet in the interim financial statements the following new Standards and Interpretations which have been issued at the date of approval of this interim annual report, but had not yet come into effect at the date of the approval of the interim financial statements:

  • IFRS 10 "Consolidated Financial Statements" (applicable for annual periods beginning on or after 1 January 2013);
  • IFRS 11 "Joint Arrangements" (applicable for annual periods beginning on or after 1 January 2013);
  • IFRS 12 "Disclosures of Interests in Other Entities" (applicable for annual periods beginning on or after 1 January 2013);
  • IFRS 13 "Fair Value Measurement" (applicable for annual periods beginning on or after 1 January 2013);
  • Amendment to IFRS 1 "First Time Adoption of International Financial Reporting Standards Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters" (applicable for annual periods beginning on or after 1 July 2011);
  • Amendment to IAS 1 "Presentation of Financial Statements Presentation of Items of Other Comprehensive Income" (applicable for annual periods beginning on or after 1 July 2012);
  • Amendment to IAS 12 "Income Taxes Deferred Tax: Recovery of Underlying Assets" (applicable for annual periods beginning on or after 1 January 2012);
  • Amendments to IAS 19 "Employee Benefits" (applicable for annual periods beginning on or after 1 January 2013).

No other presentation changes, apart from those mentioned above and in note '3.1. Condensed consolidated income statement' and note '3.5. Condensed consolidated statement of cash flows', have been made compared to the previously published figures.

USE OF ESTIMATES

There are no changes in the use of estimates compared to prior reporting period.

4.5. FOREIGN CURRENCIES

EXCHANGE RATES

The following exchange rates have been used in preparing the half-year financial statements.

Closing rate Average rate
30 June 2011 30 June 2010 Evolution in
%
30 June 2011 30 June 2010 Evolution in
%
1 GBP = 1.11310 € 1.23480 € -10% 1.15240 € 1.14909 € 0%
1 USD = 0.69490 € 0.81930 € -15% 0.71340 € 0.75404 € -5%
1 BRL = 0.44300 € 0.45720 € -3% 0.43640 € 0.42142 € 4%
1 JPY = 0.00860 € 0.00924 € -7% 0.00870 € 0.00825 € 5%
1 CNY = 0.10750 € 0.12070 € -11% 0.10890 € 0.11062 € -2%

4.6. SEGMENT INFORMATION

The information that is reported for PinguinLutosa to the Group's 'chief operating decision makers' with a view to assessing the results and allocating resources, is based on two operating segments, which are further broken down by geographic location. This segmentation basis is employed to allocate resources to the different segments and enables the performance of those segments to be assessed. The management committee judges the results of the segments based on the net result after taxes. The assets and liabilities per segment are those belonging directly to it, including the elements that can reasonably be attributed to the segment (tax assets and tax liabilities are included in segment assets and segment obligations).

For internal 'management reporting' the Group is therefore divided into two segments based on products belonging either to the deep-frozen vegetable segment or to the potato segment where the geographic location is an additional segmentation basis per operational segment.

The Group's various companies are included in the following segments:

PinguinLutosa NV, Pinguin Langemark NV, Pinguin
Aquitaine SAS, PinguinLutosa Foods UK Ltd. and the
sales offices MAC Sarl, PinguinLutosa Deutschland
GmbH and Pinguin Hong Kong Ltd.
PinguinLutosa Foods SA, G&L Van den Broeke
Olsene NV, Vanelo NV and the sales offices Lutosa
France Sarl, Lutosa UK Ltd., Lutosa España SA,
PinguinLutosa America Latina Ltda, PinguinLutosa
Japan K.K., PinguinLutosa Foods Shanghai Ltd and

The distribution of the turnover was allocated to the different countries based on the place where the sales occur. The column 'others' comprises the sales offices of the deep-frozen vegetable division and the potato division.

The same valuation rules are used in this segment reporting as in the consolidated financial statements.

The result of a segment contains the income and costs generated directly by that segment, including the portion of the general income and costs that can reasonably be attributed to the segment.

The assets and liabilities of a segment are those belonging directly to it. With primary segment reporting structured according to the geographic location of the assets, it was easy to attribute the balance sheet items to the respective segments. Assets and liabilities per segment are presented before elimination of intersegment positions. Intersegment transfer pricing is based on market conditions.

The tables below provide a summary of the performance of each business segment, for the six month periods ended 30 June 2010 and 30 June 2011.

Additional disclosures about each of these segments are shown in note '2.3. Analysis of income statement by operating segment'.

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4.7. OTHER OPERATING INCOME

The heading 'Other operating income' decreased by €0.2 million (-10.3%) to €1.6 million, versus €1.8 million for the same period of the previous year. This decrease can be explained primarily by the loss of the leasing out of deep-freeze units (€-0.5 million) at the King's Lynn site (United Kingdom). However this decrease was partially compensated by the increased revenue out of 'costs passed on in the context of the delivery of green energy' (€+0.4 million).

Other operating income 30/06/2011 30/06/2010
(in thousands of €) (6 months) (6 months)
Operating subsidies 11 9
Rentals 9 481
Insurance compensation received 64 121
Realised capital gain 0 13
Costs passed on in the context of the delivery of green energy 526 165
Other 984 986
Total 1,593 1,775

4.8. OPERATING CHARGES

Operating charges increased by €33.3 million (+16.1%) compared to the same period last year.

Operating charges 30/06/2011 30/06/2010
(in thousands €) (6 months) (6 months)
Raw materials, consumables and goods for resale 137,992 109,229
Purchase of fresh vegetables and potatoes 70,134 44,685
Purchase of frozen vegetables 22,478 25,216
Purchase of packing materials 17,176 16,589
Purchase of cooking fats 7,474 4,996
Storage and work by third parties 5,603 4,611
Transport costs related to purchasing activities 1,770 1,855
Purchase of ingredients 3,692 4,582
Purchase of seeds 1,350 1,073
Other 8,315 5,621
Services and other goods 60,417 56,594
Transport 15,634 15,479
Energy 15,653 14,445
Maintenance + IT 8,617 7,940
Rent (forklifts, hardware, buildings, …) 5,575 5,049
Interims 5,266 5,268
Insurance 1,195 1,248
External advisory 1,443 813
Costs related to sales and administration 4,373 3,720
Cost effluent PinguinLutosa Foods UK Ltd. 466 455
Other 2,195 2,178
Personnel costs 29,459 29,841
PINGUINLUTOSA NV Ⴠ Romenstraat 3 Ⴠ 8840 WESTROZEBEKE Ⴠ Belgium

Tel. +32 (0)51 788 200 Ⴠ Fax +32 (0)51 778 382 Ⴠ www.pinguinlutosa.com

Depreciation 9,928 9,268
Write-downs and provisions 82 238
Write-down of inventories 277 503
Write-down of trade debtors 128 76
Provisions -323 -341
Other operating charges 2,134 1,500
Total 240,012 206,670

The heading 'Raw materials, consumables and goods for resale' increased by €28.8 million (+26.3%) to €138.0 million versus €109.2 million for the same period last year. This increase is mainly due to the increase of the heading 'purchase of fresh vegetables and potatoes' by €25.4 million, which can be largely explained by the sharp rise in raw material prices that faced the potato division.

The heading 'Services and other goods' increased by €3.8 million (+6.8%) to €60.4 million versus €56.6 million for the same period last year. This increase is mainly due to the increase of the energy costs (€+1.2 million), maintenance and IT costs (€+0.7 million), external advisory costs (€+0.6 million: mainly costs related to the acquisitions of Scana Noliko and CECAB: see note '4.9. Non-recurring items)) and costs related to sales and administration (€+0.7 million).

The heading 'Personnel costs' decreased by €0.3 million (-1.3%) to €29.5 million versus €29.8 million for the same period in the previous year. This decrease is mainly attributable to the decrease in personnel costs in the potato division. The reduction of payroll charges was recorded as a deduction of the heading 'personnel costs' (30 June 2011: €0.5 million; 30 June 2010: €0.5 million) instead of under the heading 'other operating income' (see note '4.7. Other operating revenue').

The heading 'Depreciation charges' increased by €0.7 million compared to the same period last year. The heading 'Impairments and write-offs' decreased by 30.1% to an addition of €0.4 million compared to an addition of €0.6 million for the same period in previous year. The heading 'Provisions' remained stable compared to the same period in previous year at a reversal of €0.3 million.

The heading 'Other operating charges' amounts to €2.1 million at 30 June 2011 and increased by €0.6 million (+42.3%) compared to the same period in previous year, which can be mainly explained by costs in Pinguin Aquitaine SAS related to cleaning and repair works on the property and waterpurification installation of third parties (€0.6 million).

4.9. NON-RECURRING ITEMS

The non-recurring costs included in the operating result at 30 June 2011 in an amount of €1.0 million relate on the one hand to the British subsidiary (€0.4 million) and on the other hand to PinguinLutosa NV (€0.6 million). The one-off expenses in the United Kingdom mainly relate on the one hand to additional costs (€0.1 million) for clearing and repair work when the rented site in Easton was vacated and on the other hand a provision (€0.2 million) was recorded for a claim relating to a tax issue. The one-off expenses in PinguinLutosa NV mainly relate to acquisition costs for Scana Noliko and CECAB (€0.6 million).

There are no one-off profits included in the operating result at 30 June 2011.

The non-recurring costs included in the operating result at 30 June 2010 relate to a €0.1 million cost arising from the booking of additional costs for clearing and repair work when the rented site in Easton (United Kingdom) was vacated.

There are no one-off profits included in the operating result at 30 June 2010.

4.10. FINANCIAL INCOME AND EXPENSES

The net financial result at the end of June 2011 amounted to €-5.7 million compared to €0.2 million for the same period last year. The negative financial result as per 30 June 2011 is the combined result of on the one hand negative exchange rate results of €-1.9 million (as per 30 June 2010: positive exchange rate results of €3.7 million) and interest charges of €-3.1 million (as per 30 June 2010: €-2.7 million) and on the other hand the financial result being positively affected by a result of €0.2 million on derivatives (as per 30 June 2010: €0.0 million). The other financial expenses increased to €-0.9 million (as per 30 June 2010: €-0.8 million).

4.11. INCOME TAX EXPENSES

The Group's estimation of the effective tax rate (income taxes and deferred taxes) in the financial year ended 31 December 2011 (12 months) amounts to 12.5%, compared to an effective tax rate of -4.2% for the reporting period ended 31 December 2010 (12 months). The increase compared to the situation as per the end of the last accounting year can mainly be explained by the better expected statutory results within the group entities which are in a taxable position (see note '6.8. deferred tax assets and liabilities' of the consolidated annual report per 31 December 2010).

The increase in the effective tax rate (income tax and deferred tax) in the first six months of 2011 (-44.0%) compared to the first six months of 2010 (-7.3%) is mainly explained by on the one hand the deferred tax resulting from the different treatment between local and IFRS accounting rules relating to stocks, tangible fixed assets, non-realized exchange gains and financial derivatives and on the other hand the fact that these deferred tax liabilities were compensated by the fact that as per 30 June 2011 for a number of subsidiaries in the Belgian deep-frozen vegetable division and the subsidiary in the United Kingdom deferred tax assets were set up for a total amount of €7.9 million (see note '2.4. Analysis of consolidated cash flow and statement of financial position').

4.12. GOODWILL

Goodwill is tested for impairment annually (as at 31 December) or when circumstances indicate the carrying value may be impaired. The Group's impairment test for goodwill is based on value in use calculations that use a discounted cash flow model. The key assumptions used to determine the recoverable amount for the cash generating unit 'Christian Salvesen Foods' were discussed in the annual report for the year ended 31 December 2010 and those related to the potato division are discussed below.

The goodwill related to the acquisition of the potato division (Lutosa Group) in 2007 amounts to €51.6 million and is fully attributed to the potato segment. The realizable value of the cash flow generating unit is determined on the basis of the value in use. The 20-year cash flow forecasts are based on the revised financial budget of 2011. The following 19 years have been extrapolated based on this revised budget of 2011. The value in use is based on a perpetuity of cash flows for 20 years, based on the revised budget of 2011 with an average growth rate of 1.2% for the following 19 years. The EBITDA margin that is applied is equal to the average EBITDA out of operating activities over the last 5 years. Cash flows are discounted at an after-tax discount rate of 7.85%. The results of this test have shown that the value in use exceeds the carrying value of the cash flow generating unit (the 'headroom') by €3.0 million. The major sensitivities for the impairment tests are the EBITDA margin and the discount rate. This 'headroom' would reduce to zero if the EBITDA margin which is applied in calculating the value in use were to fall by 62 base points or if the after-tax discount rate were to rise by 14 base points. Based on the above assumptions the Group has decided that no impairment losses need to be recorded at 30 June 2011 on the goodwill of the potato segment.

At the end of the current reporting period there are no indications for impairment losses on the outstanding goodwill of the cash generating unit 'Christian Salvesen Foods'.

4.13. INVESTMENT EXPENSES

In the half year ended 30 June 2011, the Group acquired intangible and tangible fixed assets for a total amount of €9.0 million.

The investments in intangible fixed assets amount to €0.5 million and mainly relate to software (SAP licenses).

The investments in tangible fixed assets include investments in the headings "land and buildings" (€0.4 million), "plant, machinery and equipment" (€7.7 million), "furniture and vehicles" (€0.2 million) en "other tangible fixed assets" (€0.2 million).

The investments in "plant, machinery and equipment" mainly relate to the deep-frozen vegetable division in Belgium (€1.7 million), PinguinLutosa Foods UK Ltd. (€4.6 million) and the potato division (€0.9 million). These investments in the Belgian deep-frozen vegetable division mainly comprise automation investments in blanching and cooling systems, whereas the investments in the United Kingdom are related to a new processing line in King's Lynn including freezer, compressors, blancher and colour sorter. The investments in the potato division mainly comprise optimisation investments in the production lines.

In the first half year of 2010, the investments in intangible and tangible fixed assets amounted to €6.6 million, of which €0.2 million intangible fixed assets and €6.4 million tangible fixed assets.

4.14. DEFERRED TAX ASSETS

At 30 June 2011 the Group has set up a deferred tax asset for a total amount of €0.6 million.

The improved profit outlook for the British subsidiary PinguinLutosa Foods UK suggests that sufficient taxable profit will be available during the current financial year for the recognized tax asset to be offset. As per 30 June 2011 the deferred tax liability (resulting from the different treatment between local and IFRS accounting rules relating to tangible fixed assets and other receivables) in the British subsidiary was fully compensated by this deferred tax asset.

4.15. INVENTORIES

During the first six months of 2011, inventories have decreased from €112.6 million at 31 December 2010 to €100.0 million at 30 June 2011. This decrease in inventories by €12.6 million (-11.2%) can be explained by the seasonal nature of the vegetable segment: vegetables are mainly processed in the July-December period, leading to higher inventory levels at the end of December than at the end of June.

The Lutosa Group also grows its own potatoes on rented land. According to IAS 41 'Agriculture', these potatoes should be measured on initial recognition until the moment they are harvested at fair value minus costs to sell. Since fair value cannot be reliably measured per 30 June 2011, these potatoes were measured at cost in the current accounting period.

4.16. NUMBER OF SHARES

The number of outstanding shares remained stable compared to the situation as per end of December 31, 2010.

On 31 December 2010 and 30 June 2011 the Group did not own treasury shares.

4.17. FINANCIAL INSTRUMENTS AND RISK DESCRIPTION

Changes in the markets that lead to market risks include changes in interest rates, prices of raw materials and changes in exchange rates of foreign currencies. At 30 June 2011 there were no material changes in market risks as described in note '6.20. Risk management policy' in the 2010 Annual Report.

The Group uses financial instruments in order to reduce the risk attached to interest rates fluctuations (see as well note '6.20. Risk management policy' in the annual report for the period ended 31 December 2010). In the first half year of 2011 the Group has hedged 67% of the long-term credits for a minimum period of 2 years. At 30 June 2011, in total the Group holds interest hedging instruments for a nominal amount of €11.1 million (as per 31 December 2010: €34.9 million).

The half-year results at 30 June 2011 include a gain on derivatives valued at fair value of €0.2 million (as per 30 June 2010: €-0.02 million).

4.18. INTEREST-BEARING LIABILITIES

This note provides information on the contractual conditions governing the Group's interest-bearing liabilities at 30 June 2011. The note gives an overview of the long-term debts and those maturing within the period.

Interest-bearing liabilities at Due within Due between Due after 5
30 June 2011 1 year 1 and 5 years years Total
(in thousands of €)
Interest-bearing liabilities > 1 year 47,743 1,601 49,344
- Subordinated bond loan
- Finance leases 152 152
- Bank loans (credit institutions) 46,785 46,785
- Other financial debts 806 1,601 2,407
Interest-bearing liabilities < 1 year 64,767 64,767
- Subordinated bond loan
- Finance leases 509 509
- Bank loans (credit institutions): debts
> 1 year payable within current year 12,663 12,663
- Short-term bank loans (credit
institutions) 51,355 51,355
- Other financial debts 240 240
Total 64,767 47,743 1,601 114,111

Interest-bearing liabilities

The heading 'other long-term financial debts' includes the deferred payment related to the acquisition of the Lutosa Group and the sale-and-rent-back operation of the Lutosa buildings.

The financial liabilities at 30 June 2011 can be broken down as follows:

Interest-bearing liabilities
(in thousands of €)
Fixed Variable Total
Total 5,756 108,355 114,111
Interest-bearing liabilities
(in thousands of €)
Secured Non
secured
Total
Total 111,921 2,190 114,111

The Group is financed primarily via variable debt instruments such as straight loans and term credits. In order to offset the risk and the costs related to increases in the interest rate, the Group hedged for a nominal amount of €11.1 million whereby the floating interest rate was fixed for a minimum period of 2 years. The following table gives an overview of the outstanding derivatives on the basis of the nominal amounts per maturity date.

Outstanding deriva 30/06/2011
Due
31/12/2010
Due
tives: nominal amounts
per maturity date
(in thousands of €)
Due within
1 year
between 1
and 5
years
Due after
5 years
Due within
1 year
between 1
and 5
years
Due after
5 years
Foreign exchange risk
Options
Interest-rate risk
IRS
Caps
11,077 23,243 11,646
Total 0 11,077 0 23,243 11,646 0

This note below demonstrates the relative importance of the floating credits.

Financial debts 30/06/2011 31/12/2010
In In
thousands Interest rate thousands Interest rate
of € of €
Floating interest rate
EUR 95,241 3.55% 100,888 3.08%
GBP (in EUR terms) 13,473 2.66% 14,894 2.54%
Fixed interest rate
EUR 5,533 4.62% 5,557 4.64%
GBP (in EUR terms) 223 5.77% 447 5.77%
Total 114,470 121,786

Bank covenants & undertakings

On 8 January 2008 the club deal has been negotiated by PinguinLutosa for a €140 million credit facility of. As per 30 June 2011 the existing financing of PinguinLutosa was being renegotiated following the planned acquisitions of Scana Noliko and the deep-frozen vegetable division of CECAB and therefore the existing bank covenants were not tested.

Supported by the banking syndicate, the reference shareholders of PinguinLutosa and the previous shareholders of Scana Noliko, PinguinLutosa has also managed to replace and extend the existing financing of PinguinLutosa as well as that of Scana Noliko. In total a credit facility of €250 million has been negotiated (for a further discussion we refer to note '2.6. Important events after balance sheet date').

4.19. FOREIGN EXCHANGE SENSITIVITY

Outstanding foreign currency receivables and liabilities at balance sheet date at Group level break down as follows:

Outstanding amounts in foreign currencies
exposed to foreign exchange risk
(in thousands of €)
30/06/2011 31/12/2010
Amounts receivable
GBP (in EUR terms)
USD (in EUR terms)
33,835
2,678
20,390
1,318
Liabilities
GBP (in EUR terms)
USD (in EUR terms)
9,618
647
2,991
490

These amounts relate to both receivables and liabilities from/to third parties and to intra-Group liabilities which represent a foreign exchange risk at balance sheet date. In other words these amounts consist only of receivables and payables in a currency other than the functional currency of the entity holding them.

2010-2011
1 € = 010
mber 2
Closing rate
e
c
e
D
31
011
Closing rate
2
June
0
3
closing rate
010
mber 2
ossible
e
c
e
D
31
P
closing rate
011
2
ossible
June
0
P
3
e
chang
%
olatility in
x
e
ossible
v
rate
P
Pound sterling
US dollar
0.86
1.33
0.90
1.44
0.77 - 0.94
1.19 - 1.46
0.81 - 0.99
1.30 - 1.58
10%
10%
2010-2011
1 € = e
g
era
010
rate
v
A
2
e
g
era
011
rate
v
A
2
e
g
era
v
a
010
ossible
2
rate
P
e
g
era
v
a
011
ossible
2
rate
P
e
chang
%
olatility in
x
e
ossible
v
rate
P
Pound sterling
US dollar
0.86
1.33
0.87
1.40
0.78 - 0.96
1.19 - 1.46
0.78 - 0.95
1.26 - 1.54
10%
10%

a) Transaction risk with respect to outstanding receivables and payables

Based on the average volatility of the GBP and USD against the € during the past reporting period, we have made a reasonable estimate, as follows, of the effect of a potential variation of the GBP and USD exchange rates against the €:

  • If the € had risen/fallen by 10% against the GBP, and all other variables remaining constant, the result on the open position would have been €2.4 million lower/higher given the net receivable position in GBP at 30 June 2011 (at 31 December 2010: €1.7 million lower/higher given the net receivable position in GBP).
  • If the € had risen/fallen by 10% against the USD, and all other variables remaining constant, the result on the open position would have been €0.2 million lower/higher given the net receivable position in USD at 30 June 2011 (at 31 December 2010: €0.1 million lower/higher given the net receivable position in USD).

b) Translation risk in relation to comprehensive income

22.8% of the Group's sales are realized by PinguinLutosa Foods UK Ltd. (at 30 June 2010: 23.4%), which operates in British pounds. These results are converted into the Group's functional currency, which is the €. Based on an analysis of exchange rate developments over the past reporting period, we have made a reasonable estimate of an effect of a potential variation in the GBP against the €.

  • If the € had risen/fallen by 10% against the GBP, and all other variables remaining constant, the net result would have been €0.6 million higher/lower at 30 June 2011 (at 30 June 2010: €0.2 million lower/higher).

The impact of exchange rate fluctuations in respect of the sales offices that report in foreign currencies (Pinguin Hong Kong Ltd., Lutosa UK Ltd., Lutosa America Latina Ltda, PinguinLutosa Japan K.K. and PinguinLutosa Foods Shanghai Ltd.) on the Group result at 30 June 2011 is not significant.

c) Translation risk in relation to equity

If the € had risen/fallen by 10% against the GBP, and all other variables remaining constant, the translation differences in equity would have been €1.9 million lower/higher at 30 June 2011 (at 31 December 2010: €1.7 million lower/higher).

The impact of exchange rate fluctuations in respect of the sales offices that report in foreign currencies (Pinguin Hong Kong Ltd., Lutosa UK Ltd., Lutosa America Latina Ltda, PinguinLutosa Japan K.K. and PinguinLutosa Foods Shanghai Ltd.) on the Group's shareholders' equity at 30 June 2011 is €0.03 million (at 31 December 2010: €0.03 million).

4.20. CHANGES IN CONSOLIDATION SCOPE

The following changes in the consolidation scope occurred during the 2011 financial year:

Incorporation of new companies

In 2011 a number of new companies were incorporated following the acquisition of the deep-frozen vegetable activities of CECAB (01/09/2011: see note '4.23. Events after balance sheet date'), more specifically 'Pinguin Comines SAS', 'PinguinLutosa Foods Polska Sp. z o.o.' and 'PinguinLutosa Hungary Foods Kft.'.

4.21. CONTINGENCIES

There are no significant changes to contingencies compared with the previous reporting period. No new important leasing or factoring contracts have been concluded compared with the previous reporting period.

4.22. RELATED PARTIES

During the first six months of 2011 there are no changes in related parties compared with the previous reporting period. No related party transactions with a significant impact on the financial position and the results of the Group have occurred.

4.23. EVENTS AFTER THE BALANCE SHEET DATE

For a detailed discussion of the important events after balance sheet date we refer to note '2.6. Important events after balance sheet date'.

Only the Dutch version is the official version. The French and English versions are translations of the original Dutch version.

5. REPORT OF THE STATUTORY AUDITOR ON THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

ANNEX 1: CONDENSED CONSOLIDATED FIGURES OF SCANA NOLIKO HOLDING NV (BE GAAP)

ASSETS 31/03/2011
(consolidated figures BE GAAP)
(in thousands of €)
FIXED ASSETS 35,818
Intangible fixed assets 258
Tangible fixed assets: land and buildings 11,412
Tangible fixed assets: others 24,137
Financial fixed assets 10
CURRENT ASSETS 101,725
Inventories 74,226
Amounts receivable 26,440
Cash and cash equivalents 97
Accruals 962
TOTAL ASSETS 137,542
LIABILITIES 31/03/2011
(consolidated figures BE GAAP)
(in thousands of €)
EQUITY 54,232
Share capital 8,829
Consolidated reserves 45,827
Cumulative translation adjustments -706
Capital subsidies 276
Non-controlling interests 5
NON-CURRENT LIABILITIES 32,767
Provisions 496
Financial debts 26,452
Deferred tax liabilities 5,818
CURRENT LIABILITIES 50,543
Debts > 1 year payable within current year 9,011
Financial debts 4,126
Trade payables 29,034
Tax payable 921
Remuneration and social security 5,268
Other amounts payable 529
Accruals 1,654
TOTAL LIABILITIES 137,542
INCOME STATEMENT 31/03/2011
(consolidated figures BE GAAP) (12 months)
(in thousands of €)
RESULTS
Sales 183,844
Total operating income 186,556
Operating result (EBIT) 16,449
Depreciation 7,354
Write-downs recognized in comprehensive income -8
Provisions 25
Operating cash flow (EBITDA) 23,820
Financial income 36
Financial costs 2,818
Result from operating activities before taxes 13,667
Exceptional income 30
Exceptional charges 43
Result before taxes 13,654
Taxes 4,257
Net result 9,397