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Ridley Inc. Reports Financial Results for Fiscal 2014 Second Quarter

MANKATO, MINNESOTA -- (Marketwired) -- 02/05/14 -- Ridley Inc. (TSX: RCL) today reported its financial results for the three and six months ended December 31, 2013. All currency amounts are stated in U.S. dollars unless otherwise noted.

For the three months ended December 31, 2013, Ridley's earnings before interest, taxes, depreciation and amortization (EBITDA) from continuing operations were $13.0 million compared to $10.6 million last year. Consolidated net income (after income taxes) for the quarter was $7.3 million ($0.57 per share) compared to $6.4 million ($0.50 per share) last year.

Ridley's results in the second quarter of fiscal 2014 reflect a return to a more normal market environment from last year when severe drought across much of the U.S. reduced forage availability and increased demand for feed supplementation. Ridley's overall tonnage volume in the second quarter increased by 3.9% over the same period last year. Volume in the beef sector was lower in the second quarter this year compared to last year, but is comparable to prior years when drought was not a factor. Volumes were higher this year in the dairy, swine and poultry sectors, which are less affected by drought conditions. Product mix trended towards higher value-added products while unit margins benefited from more favorable raw material positions relative to last year resulting in a 12.0% increase in gross profits of continuing operations in the second quarter this year.

Operating income of continuing operations (before income taxes) increased by 25.0% in the second quarter of fiscal 2014 to $11.2 million. U.S. Feed Operations (USFO) reported a $0.7 million increase in operating income for the three months ended December 31, 2013, on a favorable product mix and improved unit margins that offset lower volumes relative to last year. Ridley Block Operations (RBO) reported a $0.9 million increase in operating income from last year on improved unit margins and the contribution of Stockade Brands acquired late in the second quarter last year. Ridley Feed Ingredients (RFI) reported operating income of $1.1 million in the second quarter this year, an increase of $0.7 million over last year, also the result of improved unit margins and volume growth.

In the second quarter last year, Ridley merged its Canadian Feed Operations with Masterfeeds Inc. to form Masterfeeds LP, the second largest feed provider in Canada. Ridley's share of the operating income of its joint venture interest in Masterfeeds LP improved to $0.4 million in the second quarter this year from $0.2 million last year.

MANAGEMENT'S DISCUSSION AND ANALYSIS

This Management's Discussion and Analysis dated as at February 5, 2014 and the accompanying interim consolidated financial statements for the three and six months ended December 31, 2013 have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") which incorporate International Financial Reporting Standards ("IFRS").

Second Quarter Results

The following summary is presented to assist in understanding the second quarter results of fiscal 2014.


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Summary of Results of Operations      Three Months Ended    Six Months Ended
                                             December 31         December 31
($000s except for EPS)                    2013      2012      2013      2012
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Continuing Operations (i)
  Revenue                              152,535   157,065   286,456   300,126
  Gross profit                          23,869    21,320    41,640    40,919
  Operating income                      11,207     8,966    16,444    17,050
  Net income before exceptions           7,288     5,689    10,227    10,824
  Exceptions, net of income taxes
   (ii)                                      -         -       131         -
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  Net income from continuing
   operations                            7,288     5,689    10,358    10,824
  Earnings per share (EPS), from
   continuing operations                  0.57      0.45      0.81      0.85
  EBITDA (iii)                          13,051    10,623    19,836    20,334
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Net income from discontinued
 operations                                  -       681         -       619
Net income for the period                7,288     6,370    10,358    11,443
Earnings per share (EPS), basic and
 diluted                                  0.57      0.50      0.81      0.90
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i.  Continuing Operations excludes the results of the Company's feed
    manufacturing operations in Canada previously reported as the Canadian
    Feed Operations (CFO) segment and now comprising discontinued
    operations.
ii. Exceptions - In the preceding summary data, net income was reported
    before exceptions. Those exceptions in the six months ended December 31,
    2013 were comprised of $0.3 million, net of income taxes, from the gain
    on the sale of a previously closed facility in Castleton, Indiana, and
    $0.1 million, net of income taxes, for the asset impairment loss and
    restructuring accrued for closure of the Chambersburg, Pennsylvania
    facility. There were no exceptions in the first six months of last year.
iii.EBITDA - Operating income before depreciation, amortization and
    exceptions. EBITDA does not have a standardized meaning prescribed by
    GAAP and, therefore, is not readily comparable to similar measures
    presented by other companies. However, management believes that this
    measure provides investors with useful supplemental information.

Consolidated Second Quarter Results

Revenue from continuing operations was $152.5 million in the second quarter of fiscal 2014, a decrease of 2.9% over the same period last year. A comparison of revenue is not necessarily indicative of the strength of Ridley's business because revenue is influenced by fluctuating commodity prices. Lower revenues reflect a general reduction in raw material costs over the last several months, which had the effect of reducing average unit selling prices for the Company's feed products.

While tonnage volumes were lower in the beef cattle sector from the easing of drought conditions that had boosted demand for feed supplementation last year, volumes were higher in other animal species less affected by forage availability, including dairy cattle, swine and poultry.

Consolidated gross profit from continuing operations in the second quarter of fiscal 2014 was $23.9 million compared to $21.3 million in the same period last year. The major part of the 12.0% increase in gross profits in the second quarter was the result of the 3.9% increase in overall volumes combined with higher unit margins that reflected a favourable product mix in most market segments and improved raw material positions.

Operating expenses, which include technical services, selling, administration expenses and research and development, in continuing operations were $12.7 million in the second quarter compared to $12.4 million last year.

Net income from continuing operations, net of income tax expense, for the second quarter of fiscal 2014 was $7.3 million ($0.57 per share) compared to $5.7 million ($0.45 per share) in the same period of fiscal 2013.

EBITDA is comprised of operating income of continuing operations before depreciation, amortization and exceptions. For the three months ended December 31, 2013, EBITDA was $13.0 million compared to $10.6 million for the same period last year. The increase of $2.4 million in EBITDA is mainly comprised of a $2.5 million increase in gross profit offset by the $0.3 million increase in operating expenses and a $0.2 million increase in depreciation and amortization.

Discontinued operations are comprised of the Company's feed manufacturing business in Canada, previously reported as the Canadian Feed Operations (CFO) segment, which was merged into a limited partnership with Masterfeeds Inc. in the second quarter of fiscal 2013. Prior period results of CFO have been re-presented here as discontinued operations. Net income from discontinued operations in the second quarter of fiscal 2014 was nil compared to $0.7 million last year. In the second quarter last year, CFO recorded a net pre-tax operating loss of $2.1 million, which was offset by a $3.7 million pre-tax gain on the disposal of CFO net assets to the limited partnership with Masterfeeds.

The Company owns a non-controlling interest in the limited partnership, Masterfeeds LP. Starting with the second quarter of fiscal 2013, the Company's share of the earnings of Masterfeeds LP is reported as share of net income of associate, which in the second quarter of fiscal 2014 was $0.4 million compared to $0.2 million for the month of December last year.

Including income from discontinued operations, the Company reported net income after taxes for the three months ended December 31, 2013 of $7.3 million ($0.57 per share) compared to $6.4 million ($0.50 per share) in the same period last year.

Consolidated Six Months Results

For the six months ended December 31, 2013, revenue of $286.5 million from continuing operations was $13.7 million or 4.6% lower than the same period last year reflecting a general reduction in raw material prices this year combined with a 0.4% decrease in overall tonnage volumes for the period. Volumes last year, particularly in the first quarter, gained significantly from severe drought in the Midwestern states, which has since abated in most areas.

Consolidated gross profit from continuing operations for the first half of fiscal 2014 was $41.6 million compared to $40.9 million last year, which reflected a favourable product mix in most market segments and lower unit costs of raw materials. Direct production costs and manufacturing overheads, which are included in gross profits, increased by 4.3% in the first half of fiscal 2014.

Operating expenses of continuing operations in the first half of fiscal 2014 were $25.2 million, an increase of $1.3 million over last year. Earnings exceptions in the first half this year, which are also included in operating expenses, were related to the closure and sale of two facilities earlier in the year.

EBITDA from continuing operations in the first six months of fiscal 2014 was $19.8 million compared to $20.3 million for the same period last year. The decrease of $0.5 million in EBITDA is comprised of the $0.6 million decrease in operating income offset by an increase of $0.3 million in depreciation and amortization expense and $0.2 million in income from net exceptions in the first half.

Net income from continuing operations for the six months ended December 31, 2013 was $10.4 million (earnings per share of $0.81) compared to $10.8 million (earnings per share of $0.85) in the same period last year. Net income from discontinued operations was nil this year compared to $0.6 million last year. Including income from discontinued operations and share of income of associate, the Company reported net income after taxes of $10.4 million (earnings per share of $0.81) for the first half of fiscal 2014 compared to $11.4 million (earnings per share of $0.90) in the same period last year.

The accompanying interim financial statements reflect the Company's adoption of IAS 19r "Employee Benefits" which significantly changed the recognition and measurement of defined benefit pension and post-retirement expense, and the disclosure of all employee benefits. Implementation of this standard in the Company's interim consolidated financial statements required restatement of the fiscal 2013 comparative numbers. In summary, the effects of IAS 19r on previously reported financial statements for the six months ended December 31, 2012 were: (1) reclassification of $1.5 million from retained earnings to accumulated other comprehensive income, and (2) a reduction of net income by $0.4 million ($0.02 per share). The accompanying notes to the financial statements more fully explain the reporting changes caused by IAS19r and the retrospective effect on the Company's previously reported results for fiscal 2013.

The following table is a reconciliation of EBITDA to net income, the most closely comparable GAAP measure to EBITDA:


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EBITDA                             Three Months Ended      Six Months Ended
                                          December 31           December 31
($000s)                               2013       2012       2013       2012
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Net income for the period            7,288      6,370     10,358     11,443
Net income from discontinued
 operations                              -       (681)         -       (619)
Income tax expense                   4,036      3,335      5,950      6,155
Share of net income of associate      (354)      (181)      (336)      (181)
Finance expense                        266        389        532        783
Finance income                         (29)      (266)       (60)      (531)
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Operating income                    11,207      8,966     16,444     17,050
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Depreciation of property, plant
 and equipment                       1,594      1,463      3,092      2,895
Amortization of intangible
 assets                                234        194        468        389
Gain on sale of facilities               -          -       (420)         -
Asset impairment loss                    -          -        203          -
Restructuring                           16          -         49          -
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EBITDA of continuing operations     13,051     10,623     19,836     20,334
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Ridley reports its financial results according to IFRS that have been incorporated into the Handbook of the Canadian Institute of Chartered Accountants ("CICA"). However, Ridley has included in its management discussion and analysis certain non-IFRS financial measures and ratios that its management believes provide useful information in measuring the financial performance and financial condition of Ridley. These measures and ratios do not have a standardized meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other public companies, nor should they be construed as an alternative to other financial measures described by IFRS.

Operating income is defined as net income before finance expense, finance income, income tax expense, share of net income or loss of associate and net income or loss from discontinued operations. Earnings before interest, taxes, depreciation and amortization ("EBITDA") is defined as operating income of continuing operations before depreciation and amortization, gain or loss on sale of facilities and asset impairment loss.

Comprehensive Income

Comprehensive income (loss) is the change in net assets that results from transactions, events and circumstances from sources other than investments by and/or distributions to shareholders. Other comprehensive income (OCI) is comprised of unrealized gains and losses on translation of financial statements of related entities with foreign functional currency to U.S. dollar reporting currency, the transition adjustment between retained earnings and accumulated other comprehensive income related to the adoption of IAS19r and the accumulated currency translation losses realized upon disposal of the Canadian business unit. Comprehensive income in the second quarter of fiscal 2014 was $6.5 million, which was comprised of net income of $7.3 million, as reported above, less unrealized losses of $0.8 million on the translation of the financial statements of related entities with foreign functional currency to U.S. dollar reporting currency. Comprehensive income for the six months ended December 31, 2013 was $10.1 million, which was comprised of net income of $10.4 million, as reported above, less unrealized losses of $0.3 million on the translation of the financial statements of related entities with foreign functional currency to U.S. dollar reporting currency.

SEGMENT RESULTS

In the second quarter of fiscal 2013, the Company modified its reporting segments to eliminate the Canadian Feed Operations (CFO) segment following the sale of substantially all of the net assets of its Canadian operations to Masterfeeds LP. The following is a summary of operating income (loss) of the reporting segments of the Company's continuing operations for the second quarter and six months year-to-date of fiscal 2013 and 2014. "Corporate" in this presentation includes the consolidating elimination of intersegment sales and the total assets and property, plant & equipment associated with discontinued operations.


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Operating Income (Loss)            Three Months Ended      Six Months Ended
                                          December 31           December 31
($000s)                               2013       2012       2013       2012
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U.S. Feed Operations (USFO)          3,966      3,302      6,372      6,600
Ridley Feed Ingredients (RFI)        1,084        412      1,459      1,061
Ridley Block Operations (RBO)        6,954      6,025     10,169     10,795
Corporate                             (797)      (773)    (1,556)    (1,406)
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Consolidated operating income
 from continuing operations         11,207      8,966     16,444     17,050
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U.S. Feed Operations (USFO)

The U.S. Feed Operations (USFO) segment consists of twenty full-line production facilities, operating in the United States as Hubbard Feeds, producing and marketing products for the core animal nutrition market. USFO plants derive most of their business by manufacturing and marketing a broad range of complete feeds, supplements and premixes to meat, milk and egg producers, and owners of equine and companion animals located mostly in the Midwestern United States.

Tonnage volume was lower by 1.0% in the second quarter of fiscal 2014 compared to last year. Volume last year reflected a significant increase in demand for feed supplements in the beef sector due to the severe drought throughout much of the United States. Lower volumes this year followed from the return to a more normal level of demand for feed in the beef sector partially offset by gains in volume in the dairy and swine sectors in the second quarter. Year-to-date volumes were 3.5% lower than last year.

Gross profits in the second quarter this year were $11.7 million compared to $11.0 million in the same period last year. Unit margins were generally higher this year as volumes trended towards higher value- added products and raw material positions improved from the effects of drought last year. Year-to-date gross profits were higher by $0.4 million than last year.

Operating expenses were higher by $0.1 million in the second quarter this year. An increase in the allocation of head office administrative costs, previously absorbed by discontinued operations, was offset by reversal of a bad debt reserve from a prior period. Year-to-date operating expenses were higher by $0.7 million. Operating expenses in the first quarter this year included a $0.4 million gain on the sale of the site of the Castleton, Indiana feed manufacturing facility. Also in the first quarter, USFO discontinued feed manufacturing operations at its Chambersburg, Pennsylvania facility, which resulted in a $0.2 million asset impairment loss.

Operating income for the second quarter of fiscal 2014 was $4.0 million, an increase of $0.7 million over last year. Year-to-date operating income was $6.4 million compared to $6.6 million for the same period last year.

In the second quarter of fiscal 2014, the Company ceased feed manufacturing operations at its Chambersburg, Pennsylvania facility. Customer volume previously served by Chambersburg has been consolidated with the Company's equine-dedicated feed facility in Versailles, Kentucky.

Ridley Feed Ingredients (RFI)

The Ridley Feed Ingredients (RFI) segment produces and distributes vitamin and trace mineral premixes, small packaged specialty products, medicated and non-medicated feed additives and micro feed ingredients to customers throughout North America from its facility in Mendota, Illinois.

Revenue in the second quarter of fiscal 2014, including intersegment sales, increased by $1.9 million or 6.6% over the same period last year as a result of broadly based growth in volumes across most product categories and animal species. Year-to-date revenues were higher by 1.9%. Revenues earlier in the year declined from lower volumes of redistributed feed ingredients, particularly feed-grade vitamins and amino acids.

Gross profit of $2.2 million in the second quarter was $0.9 million higher than last year, mainly the result of increased volumes and improved unit margins. Gross profit of $3.7 million for the six months year-to- date was $0.8 million ahead of last year.

Operating expenses in the second quarter increased over the prior year by $0.2 million on generally higher selling and administrative costs while expenses for the six months year-to-date were higher by $0.4 million for similar reasons.

Operating income for the three months ended December 31, 2013 was $1.1 million, an increase of $0.7 million over last year reflecting the increase in gross profit for the period against slightly higher overhead expenses. Year-to-date operating income was $1.5 million compared to $1.1 million last year.

Ridley Block Operations (RBO)

The Ridley Block Operations (RBO) segment manufactures a complete range of block supplements, including low moisture, pressed, compressed, composite and poured blocks, loose minerals and dried molasses from eight U.S. facilities.

RBO's tonnage volume in the second quarter of fiscal 2014 increased by 4.3% over last year, mainly from the contribution of new tonnage from Stockade Brands, which RBO acquired at the end of the second quarter of fiscal 2013. Volume last year was positively influenced by drought conditions that increased demand for feed supplementation, particularly in the Midwestern states. With the easing of drought conditions this year, volumes returned to historically more normal levels. The overall increase in volume in the second quarter this year reflects more favourable pasture conditions in the Southeastern states and the contribution of new volume from Stockade Brands. Year-to-date volumes were 5.4% lower than last year following a return to more normal conditions from the severe drought last year.

Gross profits of $9.9 million in the second quarter this year were higher by $1.0 million or 11.2% over last year reflecting increased overall volumes of block products, improved unit margins and the contribution of Stockade Brands acquired last year. For the six months year-to-date, gross profits were behind last year by $0.5 million reflecting reduced volumes in the first quarter this year relative to last year when strong demand was sustained by severe drought in the Midwestern states.

Operating expenses in the second quarter of fiscal 2014 were ahead of last year by $0.1 million and by a similar amount for the year-to-date, mainly the result of increased employee benefits costs and the allocation of head office administrative costs previously absorbed by discontinued operations.

Operating income increased over last year by $0.9 million in the second quarter in line with the increase in gross profits and slightly increased operating expenses. Operating income for the six months year-to-date was lower by $0.6 million from last year reflecting the lower volumes and gross profits of the first quarter relative to the strong performance from drought-driven demand last year.

Liquidity/Capital Resources/Cash Flow

Ridley's net working capital and debt-to-equity positions are summarized below.


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Balances as of:      December 31 September 30  June 30 March 31 December 31
($000s)                     2013         2013     2013     2013        2012
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Net working capital
 (i)                      35,493       38,109   34,816   35,705      33,032
Net debt (ii)              5,152       14,607   15,931       85       4,090
Equity                   131,004      124,516  120,924  138,905     133,902
Debt to
 capitalization ratio
 (iii)                       3.5%        11.0%     9.0%     0.3%        9.0%
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i.  Net working capital is defined as current assets (excluding cash and the
    current portion of loans receivable) less current liabilities (excluding
    outstanding cheques in excess of bank balances, short-term debt, and the
    current portion of long-term debt).
ii. Net debt is defined as bank obligations and outstanding cheques in
    excess of bank balances less cash and short-term deposits.
iii.Capitalization is debt plus equity.

Net working capital balances decreased by $2.6 million in the three months between September 30, 2013 and December 31, 2013. Advances from customers who pre-pay their feed accounts were lower by $2.3 million while inventories were lower by $1.2 million, mainly the result of lower raw material prices and more efficient turnover rates. Accounts receivable were higher by $4.2 million reflecting the seasonal increase in sales volumes and revenue between the first quarter and second quarter of the current year. Compared to the same point in time a year ago, net working capital balances were higher this year by $2.5 million, mainly due to lower accounts payable and accrued liabilities that more than offset reduced inventories.

The following is a summary of cash generated or utilized by business operations, net of capital expenditures on plant and equipment and other intangibles, excluding business acquisitions.


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Summary of Changes in Cash Available Three Months Ended    Six Months Ended
                                            December 31         December 31
($000s)                                  2013      2012      2013      2012
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Cash flow from operating activities     8,438     5,062    12,964    12,072
Net change in non-cash working
 capital balances (i)                   3,547     6,954     1,146       146
Increase in loans receivable, net        (273)     (106)     (334)     (406)
Proceeds on disposal of property,
 plant and equipment                        5         1       760         9
Capital expenditures, including
 purchase of intangible assets         (2,252)   (3,572)   (3,739)   (6,594)
Proceeds on disposal of discontinued
 operations                                 -     2,076         -     2,076
Distributions from associate                -     7,944         -     7,944
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Increase in cash available              9,465    18,359    10,797    15,247
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i.  Includes the change in certain pension and post-retirement liabilities,
    certain other long-term liabilities, and foreign currency exchange on
    certain liabilities denominated in Canadian currency.

For the second quarter of fiscal 2014, cash available from operations net of capital expenditures and disposals (excluding business acquisitions) increased by $9.5 million compared to an increase of $12.6 million in the same three-month period last year. Cash flows last year included distributions from associate of $7.9 million following the transfer of working capital assets of Canadian operations to Masterfeeds LP and $2.1 million for the excess of working capital contributed to the start-up of Masterfeeds LP. Business acquisitions of $5.7 million last year reflect the net purchase price for the assets of Stockade Brands Inc.

The Company's borrowing capacity under its loan agreement with U.S. Bank National Association was unchanged at $50.0 million as at December 31, 2013.

Capital Expenditures

Capital expenditures on property, plant and equipment, and intangible assets (software) in the second quarter of fiscal 2014 were $2.3 million, compared to $3.6 million in the same period a year ago. Capital expenditures for the year-to-date were $3.7 million compared to $6.6 million last year. Lower capital expenditures this year were mainly due to the discontinuation of Canadian Feed Operations.

Investment in Masterfeeds LP

On November 30, 2012 the Company and Masterfeeds Inc., a wholly-owned subsidiary of Ag Processing Inc., completed the merger of their respective livestock and poultry feed and nutrition businesses in Canada into a new limited partnership called Masterfeeds LP. Masterfeeds Inc. and Ridley Inc. contributed essentially all of their respective Canadian feed operating assets and liabilities in exchange for relative unit holdings in Masterfeeds LP. Ridley retains a non-controlling equity interest in Masterfeeds LP.

Starting in the second quarter of fiscal 2013, results of the Company's Canadian operations up to November 30, 2012 are reported as net income from discontinued operations. Pre-tax earnings from the Company's investment in Masterfeeds LP are reported as share of net income of associate under the equity method of accounting, which in the second quarter of fiscal 2014 was $0.4 million. As a limited partnership, Masterfeeds LP is not subject to income taxes - any taxable income is allocated between the respective partners. The Company's investment in Masterfeeds LP is reported as an investment in associate, which was $17.3 million as at December 31, 2013.

Outstanding Share Data

The Company's share capital consists of an unlimited number of common shares, with no par value. On December 12, 2013, the Company received approval from the Toronto Stock Exchange (the "TSX") to initiate a normal course issuer bid for the Company's shares through the facilities of the TSX. The shares repurchase program permits the Company to purchase for cancellation up to 639,499 of its common shares over the twelve-month period ending December 15, 2014. As at February 5, 2014, the Company had not repurchased any shares under the current normal course issuer bid. The number of shares outstanding as at December 31, 2013 and as at February 5, 2014 was 12,789,978.

Seasonality and Commodity Variability

The Company experiences seasonal variations in revenue. Historically, revenue is strongest in the second and third fiscal quarters when colder weather from October to March typically increases demand for beef cattle feed. Other product lines are only marginally affected by seasonal conditions. Certain of the raw materials comprising the Company's products incorporate commodity-based products and the by-products of commodity processing. Fluctuating commodity prices may therefore influence revenues and associated cost of sales as the Company's selling prices are adjusted to reflect current raw materials markets.

Selected Quarterly Financial Information


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                                  Fiscal    First   Second    Third   Fourth
($000s except per share data)       Year  Quarter  Quarter  Quarter  Quarter
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Revenue (i)                         2014  133,921  152,535
                                    2013  143,061  157,065  144,571  130,053
                                    2012  126,954  146,258  136,528  118,260
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Net income before discontinued
 operations and exceptions (ii)
 net of income taxes                2014    2,853    7,304
                                    2013    5,135    5,689    5,539    1,561
                                    2012    1,817    3,812    5,744      479
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Net income per share (EPS) before
 discontinued operations and
 exceptions (ii) net of income
 taxes                              2014     0.22     0.57
                                    2013     0.40     0.45     0.43     0.12
                                    2012     0.14     0.30     0.45     0.04
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Net income (iii)                    2014    3,070    7,288
                                    2013    5,073    6,370    5,413    1,647
                                    2012      722    3,950    3,952      328
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Net income per share (EPS)          2014     0.24     0.57
                                    2013     0.40     0.50     0.42     0.12
                                    2012     0.06     0.31     0.30     0.03
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i.  Revenue in the current and prior quarters has been restated to exclude
    discontinued operations.
ii. Exceptions include asset impairment loss, restructuring charges, and
    (gain) loss on sale of facilities.
iii.Net income in fiscal 2013 and 2014 reflects the Company's adoption of
    IAS19r.

Internal Control Over Financial Reporting

The Chief Executive Officer and Chief Financial Officer have each signed form "52-109F2 - Certification of Interim Filings" and filed it with the appropriate securities regulators in Canada in compliance with National Instrument 52-109: Certification of Disclosure in Issuers' Annual and Interim Filings issued by the Canadian Securities Administrators. There has been no change in Ridley's internal controls over financial reporting or disclosure controls and procedures that occurred during the most recent interim period that has materially affected, or is reasonably likely to materially affect, Ridley's internal control over financial reporting.

Forward-Looking Information

This report contains "forward-looking" information. The forward-looking information includes statements concerning the proposed transaction described herein, Ridley's outlook for the future, as well as other statements of beliefs, plans and strategies or anticipated events, and similar expressions concerning matters that are not historical facts. Forward-looking information and statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, contemplated or implied by, such statements. These risks and uncertainties include the risk that the proposed transaction described herein will not be completed, the ability to make effective acquisitions and successfully integrate newly acquired businesses into existing operations, the availability and prices of raw materials and supplies, livestock disease, product pricing, the competitive environment and related market conditions, operating efficiencies, access to capital, the cost of compliance with environmental and health standards and other regulatory requirements affecting Ridley's business, adverse results from ongoing litigation, and actions of domestic and foreign governments. Other risks are outlined in the Risk Management section of the MD&A included in Ridley's Annual Report. Unless otherwise required by applicable securities law, Ridley disclaims any intention or obligation to publicly update or revise this information, whether as a result of new information, future events or otherwise. Ridley cautions readers not to place undue reliance upon forward-looking statements.

OUTLOOK

Ridley's business is sensitive to any changes in the economic environment for livestock and poultry producers. Generally, most sectors of livestock and poultry production in North America are operating profitably at the current time. Grain prices have decreased significantly in recent months, which will be beneficial to the economic prospects of producers and a positive influence for the rebuilding of herd populations. The drought in much of the Midwestern states, which was severe at the start of Ridley's previous fiscal year, has since abated and is not a driver for feed volumes and prices in the current fiscal year. Seasonal weather conditions will continue to be an important factor in tonnage volumes for the beef cattle sector during the remaining winter months of Ridley's third fiscal quarter.

Ridley Inc., headquartered in Mankato, Minnesota, is one of North America's leading commercial animal nutrition companies. Ridley employs approximately 700 people in the manufacture, sales and marketing of a full range of animal nutrition products under highly regarded trade names. Ridley's common shares are listed on The Toronto Stock Exchange (trading symbol: RCL). Additional information, including the notes to the interim financial statements and Ridley's Annual Information Form (AIF), are available at www.sedar.com. Visit our website at www.ridleyinc.com.


CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. dollars)
 (unaudited)
                                          December 31   June 30  December 31
                                     Note        2013      2013         2012
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ASSETS
Current assets
  Cash                                          8,139       329       10,674
  Accounts receivable                          30,181    25,133       31,027
  Inventories                           7      39,557    41,978       42,803
  Prepaid and other current assets              1,579       841        1,637
  Current portion of loans
   receivable                                     707       355        1,182
----------------------------------------------------------------------------
Total current assets                           80,163    68,636       87,323
Non-current assets
  Loans receivable                                 46        64          369
  Assets-held-for-sale                  9         200       330          330
  Property, plant and equipment                64,354    64,188       64,097
  Deferred income tax asset                     7,623     7,407        7,837
  Investment in associate              12      17,347    17,218       17,612
  Intangible assets                             8,259     8,676        8,953
  Goodwill                                     38,928    38,928       38,928
----------------------------------------------------------------------------
Total non-current assets                      136,757   136,811      138,126
----------------------------------------------------------------------------
TOTAL ASSETS                                  216,920   205,447      225,449
----------------------------------------------------------------------------
----------------------------------------------------------------------------

LIABILITIES and SHAREHOLDERS' EQUITY
Current liabilities
  Outstanding cheques in excess of
   bank balances                                8,538     4,234        1,491
  Accounts payable and accrued
   liabilities                                 31,207    30,676       35,560
  Advances from customers                       2,949       667        4,288
  Income taxes payable                          1,668     1,793        2,587
  Current portion of long-term debt                 -         -           61
----------------------------------------------------------------------------
Total current liabilities                      44,362    37,370       43,987
Non-current liabilities
  Long-term debt                                4,753    12,026       13,212
  Deferred income tax liability                16,863    16,989       16,838
  Other accrued liabilities                     1,523     1,028          413
  Post-employment benefit
   obligations                                 18,415    17,110       17,097
----------------------------------------------------------------------------
Total non-current liabilities                  41,554    47,153       47,560
----------------------------------------------------------------------------
Total liabilities                              85,916    84,523       91,547
----------------------------------------------------------------------------

Shareholders' equity
Share capital                          14      53,159    53,159       53,159

Retained earnings                              77,255    66,897       78,881
Accumulated other comprehensive
 income                                           590       868        1,862
----------------------------------------------------------------------------
                                               77,845    67,765       80,743
----------------------------------------------------------------------------
Total shareholders' equity                    131,004   120,924      133,902
TOTAL LIABILITIES and SHAREHOLDERS'
 EQUITY                                       216,920   205,447      225,449
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Refer to accompanying notes to the interim consolidated financial statements. Certain prior year figures have been restated as required by IAS 19r - See Note 5.


Approved by the Board of Directors

(signed)  B. P. Martin, Director      (signed)  W. Harden, Director


CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Expressed in thousands of U.S. dollars) (unaudited)

                                   Three Months Ended      Six Months Ended
                                          December 31           December 31
                                --------------------------------------------
                            Note      2013       2012       2013       2012
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Revenue                            152,535    157,065    286,456    300,126
Cost of sales                  7   128,666    135,745    244,816    259,207
----------------------------------------------------------------------------
Gross profit                        23,869     21,320     41,640     40,919
----------------------------------------------------------------------------
Operating (income) expenses
Technical services, selling
 and administrative                 12,722     12,363     25,377     24,037
Other income                          (228)      (123)      (251)      (438)
Gain on sale of facilities     9         -          -       (420)         -
Research and development               152        114        238        270
Asset impairment               9         -          -        203          -
Restructuring                           16          -         49          -
----------------------------------------------------------------------------
Net operating expenses              12,662     12,354     25,196     23,869
----------------------------------------------------------------------------
Operating income                    11,207      8,966     16,444     17,050
Share of net income of
 associate                    12       354        181        336        181
Finance expense                       (266)      (389)      (532)      (783)
Finance income                          29        266         60        531
----------------------------------------------------------------------------
Income before income taxes          11,324      9,024     16,308     16,979
Income tax expense            13     4,036      3,335      5,950      6,155
----------------------------------------------------------------------------
Net income from continuing
 operations                          7,288      5,689     10,358     10,824
Net income from
 discontinued operations      11         -        681          -        619
Net income for the period            7,288      6,370     10,358     11,443
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Retained earnings,
 beginning of period                69,967     72,511     66,897     67,438
Net income for the period            7,288      6,370     10,358     11,443
----------------------------------------------------------------------------
Retained earnings, end of
 period                             77,255     78,881     77,255     78,881
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Net income per share from
 continuing operations,
 basic and diluted                    0.57       0.45       0.81       0.85

Net income per share from
 discontinued operations,
 basic and diluted                       -       0.05          -       0.05

Net income per share, basic
 and diluted                          0.57       0.50       0.81       0.90
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Refer to accompanying notes to the interim consolidated financial statements. Certain prior year figures have been restated as required by IAS 19r - See Note 5.


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Expressed in thousands of U.S.         Three Months Ended  Six Months Ended
 dollars) (unaudited)                          December 31       December 31
                                       -------------------------------------
                                            2013      2012     2013     2012
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net income for the period                  7,288     6,370   10,358   11,443

Items that will not be reclassified to
 net income:
Transition adjustment related to the
 adoption of IAS 19r (Note 5)                  -       184        -      368

Items that may be reclassified to net
 income:
Unrealized gain (loss) on translation
 of financial statements of related
 entities with foreign functional
 currency to U.S. dollar reporting
 currency                                   (800)     (313)    (278)     627
Accumulated currency translation losses
 reclassified to net income upon
 disposal of Canadian business unit
 (Note 11)                                     -     2,142        -    2,142
----------------------------------------------------------------------------
Other comprehensive income (loss) for
 the period                                 (800)    1,829     (278)   2,769

Comprehensive income for the period        6,488     8,383   10,080   14,580
----------------------------------------------------------------------------
----------------------------------------------------------------------------


CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in thousands of U.S. dollars) (unaudited)

                                                       Accumulated
                                                             other
                                                     comprehensive
                                     Share  Retained        income    Total
                            Note   capital  earnings        (loss)   Equity
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Balance at June 30, 2012            53,159    67,438        (1,275) 119,322
----------------------------------------------------------------------------
Change in currency
 translation                             -         -         2,769    2,769
Net income for the period                -    11,443             -   11,443
Transition adjustment
 related to the adoption of
 IAS 19r                       5         -         -           368      368
----------------------------------------------------------------------------
Balance at December 31,
 2012                         14    53,159    78,881         1,862  133,902
----------------------------------------------------------------------------
----------------------------------------------------------------------------


                                                       Accumulated
                                                             other
                                     Share  Retained comprehensive    Total
                            Note   capital  earnings        income   Equity
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Balance at June 30, 2013            53,159    66,897           868  120,924
----------------------------------------------------------------------------
Change in currency
 translation                             -         -          (278)    (278)
Net income for the period                -    10,358             -   10,358
----------------------------------------------------------------------------
Balance at December 31,
 2013                         14    53,159    77,255           590  131,004
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Accumulated other comprehensive income is comprised of the unrealized gain (loss) on translation of financial statements of related entities with foreign functional currency to U.S. dollar reporting currency and the transition adjustment between retained earnings and accumulated other comprehensive income related to the adoption of IAS19r (see Note 5).

Refer to accompanying notes to the interim consolidated financial statements. Certain prior year figures have been restated as required by IAS 19r - See Note 5.


CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. dollars) (unaudited)

                                        Three Months Ended Six Months Ended
                                               December 31      December 31
                                        ------------------------------------
                                    Note    2013      2012     2013    2012
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Cash flow from operating activities
Net income for the period                  7,288     6,370   10,358  11,443
Add (deduct) items not affecting
 cash:
  Depreciation of property, plant
   and equipment                           1,594     1,650    3,092   3,351
  Deferred income taxes                     (335)      692     (431)    692
  Asset impairment loss                9       -         -      203       -
  Share of net income of associate    12    (354)     (181)    (336)   (181)
  Loss on sale of property, plant
   and equipment                               5        72       18     190
  Gain on sale of facilities           9       -         -     (420)      -
  Gain on disposal of Canadian
   business unit                      11       -    (3,740)       -  (3,740)
  Other amortization                         233       195      467     390
  Other items not affecting cash               7         4       13     (73)
----------------------------------------------------------------------------
                                           8,438     5,062   12,964  12,072
Net change in non-cash working
 capital and other balances related
 to operations:
  Accounts receivable                     (4,226)    8,330   (5,048) (8,904)
  Inventories                          7   1,221        85    2,421  (3,008)
  Prepaid and other current assets           356       638     (738)   (679)
  Accounts payable and accrued
   liabilities                             1,521    (7,705)   2,354   8,175
  Advances from customers                  2,258     3,888    2,282   3,427
  Income taxes payable and
   recoverable                             2,417     1,718     (125)  1,135
----------------------------------------------------------------------------
                                           3,547     6,954    1,146     146
----------------------------------------------------------------------------
Net cash from operating activities        11,985    12,016   14,110  12,218
----------------------------------------------------------------------------
Cash flow from investing activities
  Proceeds on disposal of property,
   plant and equipment and
   facilities                                  5         1      760       9
  Proceeds on disposal of Canadian
   business unit                      11       -     2,076        -   2,076
  Purchase of property, plant and
   equipment                              (2,233)   (3,540)  (3,689) (6,465)
  Purchase of intangible assets              (19)      (32)     (50)   (129)
  Increase in loans receivable, net         (273)     (106)    (334)   (406)
  Business acquisitions               10       -    (5,732)       -  (5,732)
  Distributions from associate        12       -     7,944        -   7,944
----------------------------------------------------------------------------
Net cash from (for) investing
 activities                               (2,520)      611   (3,313) (2,703)
Cash flow from financing activities
  Repayment of short- and long-term
   debt                                  (10,627)   (6,675) (12,653) (8,624)
  Proceeds from short- and long-
   term debt                                   -     6,030    5,367  10,859
----------------------------------------------------------------------------
Net cash from (for) financing
 activities                              (10,627)     (645)  (7,286)  2,235
Effect of exchange rate changes on
 cash                                         (6)        -       (5)    (26)
Increase (decrease) in cash and
 cash equivalents                         (1,168)   11,982    3,506  11,724
Cash and cash equivalents -
 beginning of period                         769    (2,799)  (3,905) (2,541)
----------------------------------------------------------------------------
Cash and cash equivalents - end of
 period                                     (399)    9,183     (399)  9,183
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Cash and cash equivalents are
 comprised of:
  Cash                                     8,139    10,674    8,139  10,674
  Outstanding cheques in excess of
   bank balances                          (8,538)   (1,491)  (8,538) (1,491)
----------------------------------------------------------------------------
                                            (399)    9,183     (399)  9,183
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Refer to accompanying notes to the interim consolidated financial statements. Certain prior year figures have been restated as required by IAS 19r - See Note 5.

Contacts:
Ridley Inc.
Steve VanRoekel
President and CEO
(507) 388-9400

Ridley Inc.
Gordon Hildebrand
Chief Financial Officer
(507) 388-9577
www.ridleyinc.com

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