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Preliminary Results

23 Sep 2013 07:00

RNS Number : 5854O
Finsbury Food Group PLC
23 September 2013
 



Date:

23 September 2013

On behalf of:

Finsbury Food Group plc ('Finsbury', 'the Company' or 'the Group')

Embargoed until: 0700hrs

 

 

Finsbury Food Group plc

Preliminary results

 

 

Finsbury Food Group plc (AIM: FIF), a leading manufacturer of cake, bread and bakery goods, is pleased to announce its preliminary results for the 52 weeks ended 29 June 2013.

 

 

Highlights

 

§ Group revenue from continuing operations £176.6 million (2012 £178.9 million)

§ Adjusted* profit before tax up 19% to £5.5 million (2012: £4.6 million)

§ Adjusted* diluted EPS 5.9p (2012: 5.0p)

§ Total net debt significantly reduced by 78% to £7.4 million (2012: £33.9 million)

§ Successful equity placing in November 2012 raised £3.8 million

§ Re-instatement of dividend with a proposed total dividend of 0.75 pence per share

 

 

Operational Highlights

§ Sale of Free From business for approximately £21 million

§ Transformed balance sheet enables increased investment and M&A opportunities

§ Expansion of bread manufacturing facilities at Nicholas & Harris

§ Continued investment and growth in brands and renewal of licenses

§ Bakery Awards supplier of the year 2013

 

* Refer to trading results section within the Business Review for further details on the adjusted profits.

 

 

Commenting on the results, John Duffy, Chief Executive of Finsbury Food Group plc, said:

 

"These results signal the Group's shift from a transitionary period, to a new period of financial stability. Whilst a strategic disposal has driven this change, the Company is trading maturely, paying down debt and generating cash.

 

Growth remains our priority. Driving organic growth is one of our key focus areas whilst evaluating bolt-on acquisition opportunities. We will ensure that we maintain our operational excellence and product innovation as this will continue to underpin our future growth.

 

Following the reinstatement of the dividend, we are also pleased to announce the proposed total dividend at 0.75p. The Group now looks forward to directing this new stage of development and implementing our growth with the ultimate goal of creating value for our shareholders."

 

 

For further information:

Finsbury Food Group plc www.finsburyfoods.co.uk

John Duffy (Chief Executive) 029 20 357 500

Stephen Boyd (Finance Director)

 

Cenkos Securities plc

Bobbie Hilliam (Corporate Finance) 020 7397 8900

Alex Aylen (Sales)

Redleaf Polhill finsbury@redleafpr.com

Rebecca Sanders-Hewett 020 7382 4730

Jenny Bahr

Rachael Brown

 

Publication quality photographs are available via Redleaf Polhill on the numbers shown above

 

 

Notes to Editors:

 

§ Finsbury Food Group plc (AIM: FIF), is a leading manufacturer of cake, bread and bakery goods. Within its Cake business, the Group's focus is premium and celebration cakes plus low fat cake slices. Its Bread business manufactures artisan and organic bread and also morning goods.

 

§ Finsbury Food Group is the second largest manufacturer of Ambient Packaged Cake (excluding In Store Bakery) in the UK, a market valued at £901m (Source: Kantar Worldpanel Total UK Coverage, June 2013).

 

§ The Group's strategy is to generate returns for shareholders by building a crafted bakery group focused on premium, celebration and well being that delivers for customers and consumers. Finsbury continues to develop its licensed brand portfolio to complement its core retailer brand relationships and improve its understanding of and response to changing consumer needs.

 

§ Whilst the Company sees exciting organic growth opportunities in all its businesses and its short-term focus is on integrating and growing its existing businesses, the aim is to take advantage of the appropriate bolt on acquisitions to drive longer term value as opportunities and circumstance allow.

Chairman's Statement

 

It was always going to take time. Turning around a group the size of Finsbury Foods demanded a concerted and prolonged effort by a team with the skill, resolve and foresight to overcome adverse trading conditions.

 

Although significant challenges remain in our business, a degree of momentum has clearly become apparent. I am pleased to report that underlying operating profit from continuing activities for the financial year ended June 2013 has risen to £7.4m from £7.2m. Debt and interest costs have been substantially reduced and the Board has proposed a final dividend of 0.5p, amounting to a total dividend of 0.75p for the year.

 

Progress is founded on a combination of factors. Finsbury Foods has continued to develop our licensed and retailer brand portfolios providing bakery goods that are attractive and affordable for consumers. We maintain first class relationships with grocery multiples, focusing on the specialty brands that remain appealing even in tough times.

 

In November 2012, a successful equity placing during the first half of the year raised £3.8m to fund capital investment projects in our core cake business. The placement attracted a welcome blend of new and existing institutional investors, indicating a long awaited shift in market perception towards Finsbury Foods.

 

In February 2013, our Free From business was sold to Genius Foods for £21m on a debt-free, cash-free basis, with £18m up front and a further £3m due to the group in 2015. Although the sale reduces the overall size of the business, the Board viewed the disposal as a small step back that would allow us to take a much bigger step forward.

 

The net effect of those transactions has been transformative. Total group debt has fallen from £33.9m in the previous period to £7.4m, interest charges will also fall, with levels falling beneath £1m for the next twelve months. Debt to EBITDA multiples have responded in kind, registering a decline from just under 5 in 2009 to below 1.

 

Of course, consumer markets remain challenging. Weary consumers have grown increasingly deal focused while commodity prices continue to rise. Finsbury Foods has responded to the value conscious environment with a series of cost and product initiatives, reacting nimbly to the changing needs of the marketplace.

 

The sale of Free From will enable the company to rebase, driving forward organic growth. £6m has been set aside for new capital investment projects in our core cake business this year, the scale of investment demonstrating the depth of our ambition.

 

Reinstating the dividend is another statement of intent. Returning to the dividend list for the first time since 2008 is evidence of our ability to reward shareholders for their faith in the Company. Public markets often take a while to overcome adverse sentiment and the recent rise in the share price is gratifying.

 

The market is beginning to view our story afresh, assessing the current management team on its own merits, recognising the inherent value that lies in this business. Our attention is starting to turn outwards. It is always convenient, especially for a group with a track record of acquisitions, to return to M&A activity once the balance sheet has been restored.

 

Seeking deals that offer the right synergies and appropriate benefits is clearly attractive. While this offers a quick way of progressing the size of the Group, nurturing existing businesses remains the priority. Investment will build upon the foundations we have created, bolt-on acquisitions driving long-term value as and when opportunities arise.

 

I would like to take this opportunity to express my thanks to Ian Farnsworth who has stepped down after 15 years of distinguished service in the boardroom. A warm welcome is extended to Raymond Duignan who joined the board as a Non-Executive Director in July and has assumed Ian's duties as Chair of the Audit and Remuneration Committee.

 

We have arrived at a moment of transition: Finsbury Foods has attained a position of hard-earned stability, trading maturely, paying down debt and generating cash. We have traded our way through a difficult market, regenerated all aspects of the business and completed a strategic disposal that will allow us to move forward. As we head into a new financial year, I retain a deep-seated desire to build a business that we can all be proud of. Excellence and innovation continue to signpost the way forward, laying the foundations for further growth and driven by the ultimate objective of creating value for shareholders.

 

 

Martin Lightbody

Non-Executive Chairman

 

 

 

Chief Executive's Report

 

Light at the end of the tunnel is always welcome. While the precise length of the tunnel remains a matter of debate, it is pleasing to reflect on a year in which the enduring efforts of senior management and staff at all levels of Finsbury Foods generated demonstrable progress.

 

Trading Performance

 

Results for the full 52-week period ending 29 June 2013 are described in greater detail in the Business Review Section but there are a number of key areas I would like to take this opportunity to highlight:

 

§ Underlying profit before tax from continuing operations rising 19.3% to £5.5m (2012: £4.6m)

§ Group revenue from continuing operations down 1.3% to £176.6m driven primarily by currency fluctuations in our overseas subsidiary

§ 17% sales growth in bread driven by growth of licensed brands (Vogel's, Cranks and Village Bakery)

§ Net debt reduction from £33.9m to £7.4m  

§ Fully subscribed Equity placement in Nov 2012 raising £3.8m for capital investment projects

§ Sale of Free From business for £21m in February 2013

§ Restructured balance sheet capable of funding further capital investment and M&A

§ Debt to EBITDA ratio down to below 1x (2009 peak was nearly 5)

§ Dividend reinstatement (last paid in 2008)

§ Bakery Awards supplier of the year 2013

 

Results in Perspective

 

It was a mixed year in our core UK Bakery division. The bread business maintained long-term growth trends; the business has doubled in size over the last five years, benefitting from an increased demand for artisan and organic products. The cake business endured tougher trading conditions. Sales in the UK were relatively flat while performance in the Overseas division was adversely impacted by exchange rate fluctuations.

 

Elsewhere, growth was in evidence across the group. Thornton's cake business registered a 20% jump in sales and our Marvel Film franchise continues to thrive. The Me To You licence came on stream in the second half of the year, a highly promising year-round gift proposition. We also launched Disney Celebration Cakes in Australia, a unique product in that marketplace.

 

Closer to home, UK consumer behaviour presents a dichotomy. Both ends of the grocery scale are exhibiting signs of expansion but the middle is under stress. Consumers are buying treats where they perceive uniqueness or real quality, shopping across locations to obtain the optimum mix.

 

It's hard to keep growing at 17% if your major customers are not but our coverage is reassuring. For example, Finsbury Foods' speciality bread business is significantly weighted towards Sainsbury's and Waitrose; they are growing and we are growing alongside them. We are working to retain a strong presence where there is growth, resisting the temptation to chase volume where doing so would be imprudent.

 

Regrettably, the economic environment remains unhelpful with promotional activity at unsustainable levels in most categories of food. Commodity prices have settled down marginally, we haven't witnessed the huge fluctuations of recent years. Overall, however, trends remain upwards with marked volatility in key ingredients such as wheat, eggs and sugar.

 

One of the reasons for investing so significantly in the businesses going forward is that the only way we can square the circle of keeping prices keen for consumers and stimulating deals is by being a low cost manufacturer. We've spent a lot of time and effort changing pack sizes, reformulating products and becoming more efficient. Our managers are pulling every possible lever to try and make sure we get back to sensible levels of return.

 

One of those levers involved securing a long-term lease on the property adjacent to our Nicholas & Harris bakery. Building into the space from our existing facility will add 60% of extra production capacity. Securing the space is strategically significant, an unambiguous signal of our intention to mature into becoming a £50m speciality bread business.

 

Growth remains the priority. It is a significant achievement to have guided the company through such a difficult period but further evolution is essential.

 

We need to keep investing in first class machinery, presenting consumers with fresh ideas and products while continuing to develop the shareholder base. I have no doubt that Finsbury Food Group will continue to achieve our growth objectives, both organically and by acquisition. The signs may be propitious but, in many respects, the real work has yet to begin.

 

 

John Duffy

Chief Executive Officer

 

Business Review

 

 

Strategy

 

On 27 February 2013 the Group sold its Free From business for a total value of approximately £21 million to focus on its core Cake and Bread businesses. The Group will continue on its stated strategy of generating returns for shareholders by building a crafted bakery group focused on premium, celebration and well-being that delivers for its customers and the end consumer. We will continue to develop our licensed brand portfolio to complement our core retailer brand relationships.

 

We are still a modest manufacturer in the total Bakery markets in which we operate and see exciting organic growth opportunities in all our businesses.

 

The sale has and will allow the Group to further invest, pay down debt, and take advantage of additional opportunities available to us, with the ultimate goal of driving shareholder value.

 

 

Our Markets

 

The total annual UK ambient cake market (including pre-packed cake and in-store bakery) is valued at £1.05 billion (source: Kantar Worldpanel). The past 12 months has seen value of sales decline by 2.0% and unit sales decline by 2.5%. We continue to be the second largest supplier of cake to the UK's multiple grocers and have maintained our leading position in the niche areas on which we focus.

 

Annual bread and morning goods sales are in excess of £3 billion (source: Kantar Worldpanel), although the market remains flat. We are a small but fast-growing player in this market, focusing on speciality breads, where demand remains strong despite the economic climate.

 

 

Our Business

 

Following the disposal of the Free From business, the Group consists broadly of the following businesses:

 

 

UK Bakery

 

Lightbody of Hamilton Ltd ('Lightbody'), based in Hamilton, employs around 1,100 people and is the UK's largest supplier of celebration cake with Disney, Nestle and Thorntons product within its Licenced portfolio as well as Own Label Cake. It also produces a wide range of small cakes, slices and in store bakery (ISB) bites, a number of which are under our licensed brands including Thorntons, and WeightWatchers.

 

Memory Lane Cakes Ltd ('Memory Lane'), based in Cardiff, employs around 700 people and is the leading manufacturer of the UK retailers' premium own label cake ranges. It also produces under a number of brands notably Nestlé, WeightWatchers and Thorntons.

 

Nicholas & Harris Ltd. (N&H), based in Salisbury, employs around 300 people and produces a range of speciality breads, rolls, hot cross buns and tea cakes to UK retailers. Its focus is on 'clean label' breads, rolls and buns, from which it has seen strong growth with its chosen own label customers. N&H's brand portfolio, which includes Vogel's seeded bread, Cranks Organic and Village Bakery Rye bread, continue to perform well, significantly outgrowing the market by double-digits. Management has now launched reduced carbohydrate bread under its new brand Livlife, augmenting its branded range.

 

On 27 February 2013 the Group sold its Free From business for a total value of approximately £21 million to focus on its core Cake and Bread businesses. The Free From business consisted of two subsidiaries, Livwell Limited ("Livwell") and United Bakeries (Holdings) Limited ("UBH") (the holding company of United Central Bakeries Limited ("UCB")). These subsidiaries, which account for approximately 14% of Group full year revenues, have been sold to Genius Foods Limited ("Genius"), on a debt-free, cash-free basis.

 

 

Brands and Licences

 

The Group remains primarily a retailer branded business with sales of retailer own label products accounting for around 59% of our total revenue compared to 58% a year ago. The balance represents the strength of both licensed brands and own brands under our control.

 

WeightWatchers

 

WeightWatchers is one of the largest food brands in the UK and we hold the licence to manufacture and distribute low fat cake to the UK and Ireland's multiple grocers under this brand. Since the acquisition of Anthony Alan in 2007, the brand has been developed through utilisation of the broad production capability within the Group and our skills in developing new products that adhere to brand guidelines. The Low Fat cake category continues to struggle in the face of recessionary pressures on household budgets. However, this year WeightWatchers has again successfully grown its share of this category. The summer of 2013 will see the WeightWatchers Slices range move into new individually wrapped, snack pack packaging. This significant investment will seek to develop and grow the brand by opening up the important out of home eating occasion.

 

Thorntons

 

The Group remains committed to developing its branded range via its licensing arrangement with the Thorntons confectionery business. A combination of new product development, pack formats and targeted promotional activity has seen the Thorntons brand grow sales by 17% in the last year, making it one of the fastest growing Cake brands in the market (Source: Symphony IRI). Our best selling Thorntons Bites range continues to dominate the pre-packed Bites market with a 48% value share of this market (source: Symphony IRI).

 

Nestlé Confectionery

 

We continue to benefit from the rights to manufacture and distribute cake products under Nestlé confectionery brands. In addition to our existing range of Smarties and Funtastic products we have this year added the Yorkie and Rowntrees Randoms brands into our portfolio.

 

Disney

 

Our successful range of Disney Celebration cakes are continually evolving. Properties within the portfolio include, Disney Princess, Cars, Fairies, Avengers, and Iron Man. The Disney portfolio is a key part of our overall Celebration cake business and plays an important role in retaining our position as the largest supplier of Celebration cake to the UK's multiple grocers. We currently have a 45% share of the UK Celebration Cake market.

 

Other Celebration Cake Licences

 

These four major brands are complemented by a range of other licences which are particularly focused on driving celebration cake sales. Evergreen properties such as Peppa Pig and Hello Kitty have their own target market and offer excellent additions to the range. This year we have added the successful Me to You celebration and gift cake to our portfolio, In addition the Spiderman 4 range has proved very successful, delivering in excess of £2m sales, making it the biggest selling celebration cake license in the market in the last year. Other notable launches this year include Fireman Sam, Skylanders and One Direction which together have added a further £2.5m sales (Source Symphony IRI).

 

Speciality Bread Licences

 

Nicholas & Harris bakery has three brands which it markets under long-term license agreements, all of which are distributed across the UK in the major supermarkets. Vogel's is a 'no artificial additives' seeded bread that has a unique nutty taste and dense texture. Vogel's has grown by over 11% in the last year and now has over 26,000 followers on its Facebook page. Vogel's is licensed by Alan Stevens and co. who owns the brand on a global basis. Crank's is our 'proper Organic Bread' brand and is 'the bread you buy when you don't have time to make your own'. Cranks has grown by over 22% in the last year and is owned by All About Foods ltd. The Village Bakery Melmerby brand is licensed by Bell's of Lazonby and is an Organic Rye bread brand. Village Bakery has grown by 5% and appeals to those trying to avoid wheat.

Livlife is a new brand launched in July 2013. It has half the carbohydrates of regular bread and is aimed at the growing number of consumers who are trying to cut and control the amount of carbs they eat. Livlife is supported by a significant PR, digital media and advertising campaign to build awareness.

 

 

Overseas

 

The Group's 50% owned Company Lightbody Stretz Ltd, supplies and distributes the Group's UK manufactured products and third party products primarily to Europe.Principal Operating Risks

 

The Group operates in an environment which is continually changing and as a result the risks it faces will also change over time. The assessment of risks and the development of strategies for dealing with these risks are achieved on an ongoing basis through the way in which the Group is controlled and managed internally. A formal review of these risks is carried out by the Group on an annual basis. The review process involves the identification of risks, assessment to determine the relative likelihood of them impacting the business and the potential severity of the impact, and determination of what needs to be done to manage them effectively.

 

The Directors have identified the following principal risks and uncertainties that could have the most significant impact on the Group's value generation:

 

Competitive Environment and Customer Requirements

 

There is currently over capacity in the market place and competition is strong between manufacturers in the Bakery sector. The monitoring of key performance indicators at customer level such as service levels and customer complaints is part of the risk management process associated with this specific risk. Strong customer service, quality products, low costs and innovative new product development are areas of focus to satisfy customer needs and remain strong in a competitive environment. The Group has invested heavily in category management, new product development and marketing skills. This investment has helped create an insight into customers and consumer demands. Continual monitoring of customer KPI's and production quality measures take place to ensure customer requirements are being met and issues are identified in a timely manner to limit their impact.

 

Product quality

 

Product quality is a key strength of the Group and failure to maintain a high standard of food quality and safety would have a severe impact on service levels and customer relationships. The Group's quality assurance procedures, managed at site level, are reviewed continuously with improvements made as appropriate. The Group's Technical Director helps provide focus to ensure there is continuous improvement across all sites to meet the increasingly high expectations of our customers. The operating subsidiaries are subject to regular internal and independent food safety and quality control audits including those carried out by, or on behalf of, our customers. The Group maintains product recall insurance cover to mitigate the potential impact of such an occurrence.

 

Prices and Supply

 

Increases in the price and volatility of price of raw materials along with increasing utility costs can impact the core profitability of the business and any related shortage in supply of raw materials will impact the business' ability to maintain its service levels to customers - another of its key performance indicators. The prices of certain key commodities (e.g. sugar) are tied to the Euro - the relative strength of sterling and future volatility within the Eurozone will, therefore, have an impact on the cost of these commodities.

 

Affordability for consumers is essential and the Group will focus on internal efficiencies and productivity initiatives to lessen the rising commodity price impact on consumers. The Group maintains a high level of expertise in its buying team and will consider long term contracts where appropriate to reduce uncertainty in input prices. The team also cultivates strong relationships with its major suppliers to ensure continuity of supply at competitive prices. Regular renovation and innovation in our product range can help to manage margin pressures in an effective manner as far as the competitive environment allows. The Group also purchases forward foreign currency in order to minimise the fluctuation of input costs linked to future currency conversion rates.

 

Economic Environment

 

The economic environment remains challenging, with promotional activity at unsustainable levels in most categories of food. The Group will continue to focus on quality and value for money in periods of reduced spending. The Group manages margins through investing in site capabilities to increase efficiency, managing capacity, reformulating and developing products that stand out from the crowd and maintaining strong relationships with customers and licensors.

 

 

Trading Results

 

Group revenue from continuing operations for the 52 week period to 29 June 2013 was £176.6 million (2012: £178.9 million).

 

Gross margin for the financial year was 26.3% (2012: 25.6%). Commodity prices have settled down marginally and we have not witnessed the huge fluctuations of recent years. The outlook is that marked volatility is expected in key ingredients such as wheat, eggs and sugar.

 

Administrative expenses on continuing activities have remained fairly stable year on year with continued focus on cost control. Inflationary increases and employee pay rises have been offset largely by operational improvements and returns from capital investment.

 

 

The following analysis is included to show what the Directors consider to be the underlying performance of the Group and eliminates the impact of significant non-recurring items and certain charges required by IFRS.

 

 

52 week period ended 29 June 2013

Operating performance

Non-recurring significant items

Share options charge

Defined benefit pension scheme

Fair value of interest rate swaps/ foreign exchange contracts

Unwinding of discount on deferred consideration

As per Consolidated Statement of Comp-rehensive Income

£000

£000

£000

£000

£000

£000

£000

Continuing Operations

Revenue

176,595

-

-

-

-

-

176,595

Cost of sales

(130,150)

-

-

-

-

-

(130,150)

Gross profit

46,445

-

-

-

-

-

46,445

Other costs excluding depreciation & amortisation

(36,511)

(718)

(134)

915

(179)

-

(36,627)

EBITDA

9,934

(718)

(134)

915

(179)

-

9,818

Depreciation & amortisation

(2,495)

-

-

-

-

-

(2,495)

Results from operating activities

7,439

(718)

(134)

915

(179)

-

7,323

Finance income

1

-

-

1,401

855

48

2,305

Finance costs

(1,980)

-

-

(966)

-

(32)

(2,978)

Profit before tax

5,460

(718)

(134)

1,350

676

16

6,650

Taxation

(1,110)

165

31

(341)

(174)

(3)

(1,432)

Profit after tax

4,350

(553)

(103)

1,009

502

13

5,218

Discontinued Operations

Profit after tax - discontinued

1,850

1,184

-

-

-

-

3,034

Profit after tax

6,200

631

(103)

1,009

502

13

8,252

 

 

The taxation on IFRS charges includes an element of rate change on opening balances from 24% to 23%.

 

Profit on sale of Free From businesses of £1,184,000 is shown as non-recurring significant item under discontinued operations.

52 week period ended 30 June 2012

 

Operating performance

Non-recurring significant items

Share options charge

Defined benefit pension scheme

Fair value of interest rate swaps/ foreign exchange contracts

Unwinding of discount on deferred consideration

As per Consolidated Statement of Comp-rehensive Income

 

£000

£000

£000

£000

£000

£000

£000

 

 

Continuing Operations

Revenue

178,902

-

-

-

-

-

178,902

Cost of sales

(133,048)

-

-

-

-

-

(133,048)

Gross profit

45,854

-

-

-

-

-

45,854

Other costs excluding depreciation & amortisation

(36,205)

-

(573)

65

152

-

(36,561)

EBITDA

9,649

-

(573)

65

152

-

9,293

Depreciation & amortisation

(2,444)

-

-

-

-

-

(2,444)

Results from operating activities

7,205

-

(573)

65

152

-

6,849

Finance income

12

-

-

1,490

84

-

1,586

Finance costs

(2,642)

`

-

-

(1,101)

-

(103)

(3,846)

Profit before tax

4,575

-

(573)

454

236

(103)

4,589

Taxation

(1,230)

-

138

(133)

(100)

27

(1,298)

Profit after tax

3,345

-

(435)

321

136

(76)

3,291

Discontinued operations

Profit after tax - discontinued

1,560

-

-

-

-

-

1,560

Profit after tax

4,905

-

(435)

321

136

(76)

4,851

 

The taxation on IFRS charges includes an element of rate change on opening balances from 26% to 24%.

 

Earnings Per Share

 

EPS comparatives to the prior year can be distorted by significant non-recurring items and IFRS adjustments. The Board is focused on growing adjusted diluted EPS, which is calculated by eliminating the impact of the items highlighted above and incorporates the dilutive effect of share options. Continuing adjusted diluted EPS is 5.9p for the 52 week period (2012: 5.0p).

 

Continuing

Discontinued***

Continuing

Discontinued

2013

2013

2012

2012

Basic EPS

7.9p

5.1p

5.1p

2.9p

Adjusted* basic EPS

6.5p

3.1p

5.2p

2.9p

Diluted** basic EPS

7.3p

4.6p

4.9p

2.8p

Adjusted* diluted** EPS

5.9p

2.8p

5.0p

2.8p

 

 

* Adjusted EPS measures are calculated by eliminating the impact of significant non-recurring items and IFRS adjustments. Further details can be found in Note 7

** Diluted EPS takes basic EPS and incorporates the dilution effect of share options

***Discontinued basic and diluted basic includes the profit on the sale of the discontinued business

 

Financial Key Performance Indicators

 

KPI

2013

2012

2011

2010

2009

Revenue - continuing

£176.6m

£178.9m

Revenue - discontinued

£19.7m

£28.5m

Revenue

£196.3m

£207.4m

£189.6m

£168.3m

£178.9m

Adjusted EBITDA - continuing

£9.9m

£9.6m

Adjusted EBITDA - discontinued

£2.6m

£2.8m

Adjusted EBITDA

£12.5m

£12.4m

£11.5m

£11.0m

£10.4m

Net bank debt

£7.2m

£32.6m

£32.7m

£36.5m

£41.0m

Net debt including deferred consideration payable

 

£7.4m

 

£33.9m

 

£37.1m

 

£42.6m

 

£48.1m

Net debt including deferred consideration payable and receivable

£4.7m

 

£33.9m

 

£37.1m

 

£42.6m

 

£48.1m

 

Adjusted EBITDA is calculated as earnings before interest, taxation, depreciation and amortisation

Net bank debt is calculated as overdrafts, bank loans, asset finance and mortgages less cash balances and before unamortised bank fees.

 

Non-Financial Key Performance Indicators

 

A range of non-financial key performance indicators are monitored at site level covering, amongst others, customer service, quality and health and safety. The Group board receives an overview of these on a regular basis.

 

Disposals

 

On 27 February 2013 the Group sold its Free From business for a total value of approximately £21 million of which £3 million is deferred to 27 February 2015.

 

The Free From business consisted of two subsidiaries, Livwell Limited ("Livwell") and United Bakeries (Holdings) Limited ("UBH") (the holding company of United Central Bakeries Limited ("UCB")). These subsidiaries, which account for approximately 14% of full year Group revenues, have been sold to Genius Foods Limited ("Genius"), on a debt-free, cash-free basis.

 

Acquisitions

 

There were no acquisitions in the period.

 

Cash Flow

 

Operating profit of £8.3 million together with a share placing raising £3.8 million and a net cash inflow from the sale of the Free From business of £17.1 million has transformed the balance sheet with bank debt of £27.9 million being repaid during the year. There was a decrease in our working capital requirement of £2.9 million compared to the last financial year reflecting the disposal of Free From business and increased focus on working capital levels. Corporation tax payments made in the financial year totalled £1.8 million (2012: £2.2 million), the payments in the current year took account of the research and development tax relief due to the Group. Capital expenditure in the year amounted to £4.2 million (2012: £3.2 million).

 

Debt & Bank Facilities

 

The Group's total net debt including deferred consideration is £7.4 million (2012: £33.9 million) down £26.5 million from prior year.

 

The Group's total net bank debt excluding deferred consideration after deducting cash balances as at 29 June 2013 was £7.2 million (2012: £32.6 million). Within this total net bank debt, £2.8 million is due within one year, including cash at bank, invoice finance and loan notes payable on demand (2012: £13.9 million).

 

The Group's debt facility with HSBC Bank Plc totals £32.0m, the key features of the facility are as follows:

 

§ overdraft (£3.0m)

§ confidential invoice discounting facility (£15.0m)

§ mortgage facility (£4.0m)

§ rolling asset finance facility (£2.0m)

§ revolving credit facility (£8.0m)

 

Note 8 gives details of the drawn amounts and maturity dates.

 

Discounted deferred consideration of £0.2m is outstanding at the year end and is payable within the next year (2012: £1.2m). This attracts an interest of 5.0% pa (2012: 5.2%).

 

The Group is able to offer strong asset backing to secure its borrowings. The Group owns freehold sites at Memory Lane in Cardiff, at Lightbody, and Campbells in Scotland. In addition, the Group has a strong trade debtor book to support the invoice discounting facility, made up primarily of UK's major multiple retailers. This debtor book stood at £21.9 million (2012: £27.2 million) at the period end date.

 

The Group recognises the inherent risk from interest rate rises. To mitigate these risks, the Group has three interest rate swaps in place with a total coverage of £18.0 million (2012: £20.0 million) equivalent to 250% (2012: 61%) of year end net bank debt following the sale of the Free From business at a weighted average rate of 4.0% (2012: 4.7%). The cost of closing out swaps is prohibitive, in June 2014 a £10 million swap will expire and a £6 million swap will commence.

 

The effective interest rate for the Group at the year end, taking account of the interest rate swaps in place and deferred consideration with base rate at 0.5% and LIBOR at 0.5%, was 5.97% (2012: 5.21%).

 

Financial Covenants

 

The Board reviews the Group's cash flow forecasts and key covenants on a regular basis to ensure that it has adequate facilities to cover its trading and banking requirements with an appropriate level of headroom. The forecasts are based on management's best estimates of future trading. There has been no breach of covenants during the year.

 

Interest cover (based on adjusted EBITDA) for the 52 weeks to 29 June 2013 was 6.3 (2012: 4.7). Net bank debt to EBITDA (based on adjusted EBITDA) for the 52 weeks to 29 June 2013 was 0.6 (2012: 2.6).

 

Taxation

 

The Group taxation charge on continuing operations for the year was £1.4 million (2012: £1.3 million). This represents an effective rate of 21.5% (2012: 28.3%).

 

Further details on the tax charge can be found in Note 6.

 

Environmental Matters

 

The Group continues to focus on packaging reduction through innovation and has delivered further reductions across the business. The Group continues to take the key learning and successes from individual sites and applies them across other areas of the business to deliver category leading innovative solutions.

 

Mandatory participation in the CRC Energy Efficiency Scheme (formerly known as the Carbon Reduction Commitment) focuses the Group to reduce its carbon emissions. New production capability, which is in the process of being installed in Hamilton, will further reduce the consumption of cardboard and reduce food waste. Work with local universities on shelf life of product will lead to waste reduction over the coming years.

 

Nicholas & Harris is now a 'landfill-free' site and all waste materials are recycled

 

Employee Social and Community Issues

 

All manufacturing sites are active within their local community supporting local community initiatives. The Group also supports local and national government initiatives such as the New Work programme.

 

We work closely with local universities business projects and placements and plan to continue this partnership work further in several areas of training, development and project work. They continue to invest in training and development of the workforce supporting a programme of vocational qualifications.

 

13 Bakers have qualified from the Nicholas & Harris bakers' apprenticeship scheme this year, with City and Guilds' qualifications. Nicholas & Harris is one of the largest employers in Salisbury and have continued in their support of the local community, including sponsorship of the internationally renowned Salisbury Arts Festival.

 

Technical Matters

 

All sites have performed well throughout the year and have significantly improved operational performance by a real focus on right first time.

 

Group technical systems continue to be rolled out across all sites, giving a standardised approach and minimising duplication of effort.

 

The Group's focus on operational improvement will be instrumental in optimising process control, minimising waste and improving quality consistency. All sites have maintained solid BRC A grades.

Consolidated Statement of Comprehensive Income for the 52 weeks ended 29 June 2013 and 30 June 2012

 

2013

2012

Note

£000

£000

Continuing Operations

Revenue

2

176,595

178,902

Cost of sales

(130,150)

(133,048)

Gross profit

46,445

45,854

Administrative expenses

3

(39,122)

(39,005)

Results from operating activities

7,323

6,849

Finance income

5

2,305

1,586

Finance costs

5

(2,978)

(3,846)

Net finance costs

(673)

(2,260)

Profit before tax from continuing operations

6,650

4,589

Taxation

6

(1,432)

(1,298)

Profit from continuing operations

5,218

3,291

Profit from discontinued operations net of tax

1

1,850

1,560

Profit from sale of business

1

1,184

-

Profit for the year

8,252

4,851

Other comprehensive income

Items that will not be reclassified to consolidated statement of comprehensive income:

Actuarial losses on defined benefit pension scheme

(1,118)

(2,357)

Movement in deferred taxation on pension scheme liability

 

257

 

566

Total items that will not be reclassified to consolidated statement of comprehensive income

 

(861)

 

(1,791)

Items that are or maybe be reclassified subsequently to consolidated statement of comprehensive income:

Foreign exchange translation differences

69

(187)

Other comprehensive expense for the financial year, net of income tax

 

(792)

 

(1,978)

Total comprehensive income for the financial year

7,460

2,873

Profit attributable to:

Equity holders of the parent

7,788

4,277

Non-controlling interest

464

574

Profit for the financial year

8,252

4,851

Total comprehensive income attributable to:

Equity holders of the parent

6,996

2,299

Non-controlling interest

464

574

Total comprehensive income for the financial year

7,460

2,873

Earnings per ordinary shares

Basic

7

13.0

8.0

Diluted

7

11.9

7.7

Continuing

Basic

7

7.9

5.1

Diluted

7

7.3

4.9

Discontinued*

Basic

7

5.1

2.9

Diluted

7

4.6

2.8

 Consolidated Statement of Financial Position at 29 June 2013 and 30 June 2012

2013

2012

£000

£000

Non-current assets

Intangibles

53,133

61,728

Property, plant and equipment

18,209

25,540

Other financial assets - investments

28

28

Deferred tax assets

1,917

1,269

Deferred consideration receivable

2,745

-

76,032

88,565

Current assets

Inventories

4,400

5,380

Trade and other receivables

25,337

30,715

Cash and cash equivalents

1,310

3,793

Other financial assets - fair value of foreign exchange contracts

-

35

31,047

39,923

Total assets

107,079

128,488

Current liabilities

Other interest-bearing loans and borrowings

(3,921)

(17,458)

Trade and other payables

(33,054)

(35,119)

Provisions

(501)

(410)

Deferred purchase consideration

(216)

(1,036)

Other financial liabilities-fair value of interest rate swaps/foreign exchange

(1,240)

(1,950)

Current tax liabilities

(456)

(738)

(39,388)

(56,711)

Non-current liabilities

Other interest-bearing loans and borrowings

(4,342)

(18,459)

Provisions and other liabilities

(218)

(218)

Deferred purchase consideration

-

(203)

Deferred tax liabilities

(405)

(1,382)

Pension fund liability

(2,843)

(3,075)

(7,808)

(23,337)

Total liabilities

(47,196)

(80,048)

Net assets

59,883

48,440

Equity attributable to equity holders of the parent

Share capital

642

535

Share premium account

30,779

27,052

Capital redemption reserve

578

578

Retained earnings

26,865

19,389

58,864

47,554

Non-controlling interest

1,019

886

Total equity

59,883

48,440

 

These financial statements were approved by the Board of Directors on 20 September 2013 and were signed on its behalf by:

 

Stephen Boyd (Director)

 

Registered Number 204368

Consolidated Statement of Changes in Equity

for the 52 weeks ended 29 June 2013 and 30 June 2012

Share

Capital

Share

premium

Capital redemption reserve

Retained

Earnings

Non-controlling

interest

Total

equity

£000

£000

£000

£000

£000

£000

Balance at 3 July 2011

528

26,918

578

16,517

811

45,352

Profit for the financial year

-

-

-

4,277

574

4,851

Other comprehensive income/(expense):

Actuarial loss on defined benefit pension

-

-

-

(2,357)

-

(2,357)

Deferred tax movement on pension scheme actuarial loss

 

-

 

-

 

-

 

566

 

-

 

566

Foreign exchange translation differences

-

-

-

(187)

-

(187)

Total other comprehensive expense

-

-

-

(1,978)

-

(1,978)

Total comprehensive income for the period

 

-

 

-

 

-

 

2,299

 

574

 

2,873

Transactions with owners, recorded directly in equity:

Shares issued during the year

7

134

-

-

-

141

Impact of share based payments

-

-

-

573

-

573

Dividend paid

-

-

-

-

(499)

(499)

Balance at 30 June 2012

535

27,052

578

19,389

886

48,440

Balance at 1 July 2012

535

27,052

578

19,389

886

48,440

Profit for the financial year

7,788

464

8,252

Other comprehensive income/(expense):

Actuarial loss on defined benefit pension plan

-

-

-

(1,118)

-

(1,118)

Deferred tax movement on pension scheme actuarial loss

 

-

 

-

 

-

 

257

 

-

 

257

Foreign exchange translation differences

-

-

-

69

-

69

Total other comprehensive expense

-

-

-

(792)

-

(792)

Total comprehensive income for the period

 

-

 

-

 

-

 

6,996

 

464

 

7,460

Transactions with owners, recorded directly in equity:

Shares issued during the year

107

3,727

-

-

-

3,834

Impact of share based payments

-

-

-

134

-

134

Deferred tax on share options

-

-

-

506

-

506

Dividend paid

-

-

-

(160)

(331)

(491)

Balance at 29 June 2013

642

30,779

578

26,865

1,019

59,883

 

Consolidated Cash Flow Statement for the 52 weeks ended 29 June 2013 and 30 June 2012

2013

2012

£000

£000

Cash flows from operating activities

Profit for the financial year

8,252

4,851

Adjustments for:

Taxation

1,655

1,678

Net finance costs

673

2,260

Depreciation

2,888

3,047

Amortisation of intangibles

164

164

Share options charge

134

573

Contributions by employer to pension scheme

(65)

(65)

Pension scheme past service costs

(850)

-

Fair value charge/(credit) for foreign exchange contracts

179

(152)

Profit on disposal of business

(1,184)

-

Operating profit before changes in working capital

11,846

12,356

Changes in working capital:

Decrease in inventories

51

403

Decrease / (increase) in trade and other receivables

1,243

(1,251)

Increase in trade and other payables

884

105

Cash generated from operating activities

14,024

11,613

Interest paid

(2,022)

(2,391)

Tax paid

(1,776)

(2,201)

Net cash from operating activities

10,226

7,021

Cash flows from investing activities

Purchase of property, plant and equipment

(4,204)

(3,238)

Purchase of subsidiary companies

(1,055)

(3,185)

Disposal of operation

17,072

-

Net cash from / (used) in investing activities

11,813

(6,423)

Cash flows from financing activities

(Repayment)/drawdown of invoice discounting

(10,828)

1,192

Repayment of bank loans

(15,503)

(1,624)

Repayment of loan notes

(3)

-

Drawdown of asset finance facilities

326

1,026

Repayment of asset finance liabilities

(1,928)

(1,433)

Issue of ordinary share capital

3,834

141

Dividend paid to non-controlling interest

(331)

(499)

Dividend paid to shareholder

(160)

-

Net cash used in financing activities

(24,593)

(1,197)

Net decrease in cash and cash equivalents

(2,554)

(599)

Opening cash and cash equivalents

3,793

4,545

Effect of exchange rate fluctuations on cash held

71

(153)

Cash and cash equivalents at end of period

1,310

3,793

Notes (forming part of the Financial Statements)

 

The financial information set out in this preliminary announcement does not constitute Finsbury Food Group Plc's statutory accounts for the 52 week periods ended 29 June 2013 and 30 June 2012. Statutory accounts for the 52 weeks ended 29 June 2013 will be delivered to the Registrar of companies following the Company's Annual General Meeting. Statutory accounts for the 52 weeks ended 30 June 2012 have been delivered to the Registrar of Companies. The Company's auditor has reported on those statutory accounts; their reports were unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

 

This preliminary announcement has been prepared and approved by the Directors in accordance with International Financial Reporting Standards (IFRS) and its interpretations as adopted by the International Accounting Standards Board (IASB) and by the EU (Adopted IFRS).

 

1 Discontinued operations

 

On 27 February 2013 the Group sold its Free From business for a total undiscounted value £21,257,000 and a pre-tax gain of £1,184,000 was recorded. The Free From business consisted of two subsidiaries, Livwell Limited ("Livwell") and United Bakeries (Holdings) Limited ("UBH") (the holding company of United Central Bakeries Limited ("UCB").

 

2013

2012

£000

£000

Results of the discontinued operation

Revenue

19,749

28,458

Expenses

(17,676)

(26,518)

Profit before tax

2,073

1,940

Gain recognised on disposal

1,184

-

Profit before tax

3,257

1,940

Tax on profit *

(223)

(380)

Profit for the year

3,034

1,560

Cash flows from discontinued operations

Net cash from operating activities

884

712

Net cash used in investing activities

(141)

(767)

Net cash (used in) / from financing activities

(1,089)

139

Net cash (used in) / from discontinued operations

(346)

84

Effect of the disposals on individual assets and liabilities

Intangibles

(8,431)

Property, plant and equipment

(8,648)

Inventories

(984)

Trade receivables

(4,345)

Other receivables

(538)

Trade payables

4,378

Other payables

(17)

Net identifiable assets and liabilities

(18,585)

Consideration:

Cash consideration

18,257

Settlement of inter-company debt

(401)

Disposal costs

(583)

Cash and cash equivalents at completion date

(201)

Cashflow on disposal of operation

17,072

Deferred consideration (discounted)

2,697

Net consideration

19,769

Profit on disposal

1,184

* Tax on profit relates to tax on discontinued operations.

2 Revenue and segment information

 

Operating segments are identified on the basis of internal reporting and decision making. The Group's Chief Operating Decision Maker is considered to be the Group Finance Director and Group Chief Executive Officer who have been delegated decision making responsibility from the PLC Board of Directors as they are primarily responsible for the allocation of resources to segments and the assessment of performance by segment.

 

The Board uses adjusted operating profit, reviewed on a regular basis, as the key measure of the segments' performance. Operating profit in this instance is defined as profit before the following:

 

· net financing expense

· share option charges

· non-recurring significant items

· fair value adjustments relating to acquisitions

· pension charges or credits in relation to the difference between the expected return on pension assets and interest cost on pension liabilities and

· revaluation of interest rate swaps and forward foreign currency contracts.

 

On 27 February 2013 the Group sold its Free From business, allowing the Group to concentrate on its core bakery business. This sale has created a shift in the way in which the business is reviewed. The UK cake and bread business is viewed as one segment - UK Bakery, whilst the 50% owned business Lightbody Stretz Limited is viewed as a separate segment - Overseas. Prior year comparatives have been restated accordingly.

 

The UK Bakery segment manufactures and sells bakery products to the UK's multiple grocers. This segment primarily comprises the operations of Memory Lane Cakes Ltd, Lightbody Group Ltd, Campbells Cake Company Ltd and Nicholas & Harris Ltd. These subsidiaries are aggregated into a single segment after considering the following criteria:

 

· the nature of the products - products are similar in nature and are classed as manufactured bakery products, the products sit side by side in the retailers' bakery aisles

· the production process - the production processes have the same or similar characteristics

· the economic characteristics - the average gross margins are expected to be similar

· the customers - five customers account for approximately 70-75% of total revenue, these customers are common throughout the subsidiaries

· the distribution methods - the same methods of distribution apply to all subsidiaries.

 

The core operation of the Overseas segment is the distribution of the Group's UK manufactured product along with the sale of third party products primarily to Europe.

 

Costs of Group operations plus a 10% premium have been allocated across the segments on the basis of their operating profit. The premium has been charged to reflect the synergies achieved from obtaining resources centrally giving benefits across the operating segments. Operating profit levels have been chosen as the basis, as this reflects the underlying performance of the segment and is also the return the Group expects from those segments.

 

A purchasing premium of 2% is charged from Group operations, and is calculated on materials and packaging spends at segmental level. This charge is based on the rationale that Group operations, through its Group buyers, optimises the Group's procurement spend through leveraging its purchasing power.

 

This has resulted in an underlying operating profit from continuing operations of £0.8m (2012: £1.2m) being presented within the Group operations segment.

 

The Group's finance income and costs cannot be meaningfully allocated to the individual operating segments.

 

2 Revenue and segment information

 

 

 

52 week period ended 29 June 2013

 

UK Bakery

£000

 

Overseas

£000

Group Operations

£000

 

Total Group

£000

Continuing Operations

Revenue

External

154,364

22,231

-

176,595

Underlying operating profit

5,642

1,001

796

7,439

Fair value foreign exchange contracts

(179)

Share options charge

(134)

Defined benefit pension scheme

915

Significant non-recurring items

(718)

Results from operating activities

7,323

Finance income

2,305

Finance costs

(2,978)

Profit before taxation

6,650

Profit on sale of business

1,184

Results from discontinued operations

2,073

Taxation

(1,655)

Profit after taxation

8,252

At 29 June 2013

Segment assets

96,170

4,987

4,299

105,456

Unallocated assets

1,623

Consolidated total assets

107,079

Segment liabilities

(31,230)

(3,864)

(2,599)

(37,693)

Unallocated liabilities

(9,503)

Consolidated total liabilities

(47,196)

Other segment information

Capital expenditure

4,201

3

-

4,204

Depreciation included in segment profit

2,872

16

-

2,888

Amortisation

164

-

-

164

Inter-segmental sale / (purchases)

5,999

(5,999)

-

-

 

Analysis of unallocated assets and liabilities:

Assets

Liabilities

£'000

£'000

Investments

28

Loans and borrowings

(8,263)

Financial instruments

-

Financial instruments

(1,240)

Cash and cash equivalents

1,310

Cash and cash equivalents

-

Taxation balances

285

Taxation balances

-

Unallocated assets

1,623

Unallocated liabilities

(9,503)

 

Certain operating costs have been incurred centrally, these costs have been allocated to the reporting segments on an appropriate basis.

 

With regard to continuing revenue, five customers with sales of £36m, £34m, £24m, £18m and £16m account for 73% of revenue, which is attributable to the UK Bakery and Overseas segments above.

 

 

 

2 Revenue and segment information

 

 

52 week period ended 30 June 2012 (Restated)

 

UK Bakery

£000

 

Overseas

£000

Group Operations

£000

 

Total Group

£000

Continuing Operations

Revenue

External

154,958

23,944

-

178,902

Underlying operating profit

4,751

1,284

1,170

7,205

Fair value foreign exchange contracts

152

Share options charge

(573)

Defined benefit pension scheme

65

Results from operating activities

6,849

Finance income

1,586

Finance costs

(3,846)

Profit before taxation

4,589

Results from discontinued operations

1,940

Taxation

(1,678)

Profit after taxation

4,851

At 30 June 2012

Segment assets

118,546

5,488

130

124,164

Unallocated assets

4,324

Consolidated total assets

128,488

Segment liabilities

(36,543)

(4,493)

(1,136)

(42,172)

Unallocated liabilities

(37,876)

Consolidated total liabilities

(80,048)

Other segment information

Capital expenditure

3,232

6

-

3,238

Depreciation included in segment profit

3,031

16

-

3,047

Amortisation

164

-

-

164

Inter-segmental sales / (purchases)

5,402

(5,402)

-

-

 

Analysis of unallocated assets and liabilities:

Assets

Liabilities

£'000

£'000

Investments

28

Loans and borrowings

(35,917)

Financial instruments

35

Financial instruments

(1,950)

Cash and cash equivalents

3,793

Cash and cash equivalents

-

Taxation balances

468

Taxation balances

(9)

Unallocated assets

4,324

Unallocated liabilities

(37,876)

 

Certain operating costs have been incurred centrally, these costs have been allocated to the reporting segments on an appropriate basis.

 

With regard to continuing revenue, five customers with sales of £38m, £37m, £28m, £22m and £18m account for 80% of revenue, which is attributable to the UK Bakery and Overseas segments above.

 

 

 

 

 

2 Revenue and segment information

 

An analysis by geographical segment is shown below:

 

Geographical split of turnover by destination

2013

2012

£000

£000

Continuing:

United Kingdom

152,105

151,662

Europe

24,118

26,872

Rest of World

372

368

Total continuing

176,595

178,902

Discontinued

19,749

28,458

Net asset and margin geographical split would not provide meaningful information owing to the necessity to allocate costs, assets and liabilities. Capital expenditure on segment assets is detailed in Note 2.

Geographical split by country of origin

 

United Kingdom

 

Europe

 

Total

£000

£000

£000

2013

Continuing

Turnover

154,364

22,231

176,595

Gross Profit

42,816

3,629

46,445

Discontinued

Turnover

19,749

-

19,749

Gross Profit

6,772

-

6,772

Total assets

102,092

4,987

107,079

Total liabilities

(43,332)

(3,864)

(47,196)

Net assets

58,760

1,123

59,883

United Kingdom

Europe

Total

£000

£000

£000

2012

Continuing

Turnover

154,958

23,944

178,902

Gross Profit

41,845

4,009

45,854

Discontinued

Turnover

28,458

-

28,458

Gross Profit

9,045

-

9,045

Total assets

121,553

6,935

128,488

Total liabilities

(74,830)

(5,218)

(80,048)

Net assets

46,723

1,717

48,440

 

 

 

3 Result for the financial year

The result for the financial year is stated after charging / (crediting) the following amounts:

2013

2012

£000

£000

Depreciation of owned tangible assets

2,310

2,312

Depreciation on assets under finance leases and hire purchase contracts

578

735

Difference on foreign exchange

(30)

325

Hire of plant and machinery - operating leases

473

414

Hire of other assets - operating leases

718

751

Share option charges

134

573

Movement on fair value of interest rate swaps

(855)

(84)

Movement on fair value of foreign exchange contracts

179

(152)

Research and development

1,793

2,059

Amortisation of intangibles

164

164

Amortisation of intangibles for the year was £164,000 (2012: £164,000) relating to the Goswell Enterprises Ltd acquisition during June 2009.

Auditor remuneration:

2013

2012

£000

£000

Audit of these financial statements

24

24

Amounts receivable by the Company's auditor and their associates in respect of:

Audit of the financial statements of subsidiaries of the Company

59

76

Taxation compliance services

15

16

Services related to corporate finance transactions

121

-

Other services in relation to taxation

14

-

Other services

10

17

The auditor's remuneration is in respect of KPMG Audit Plc. The fee for other services relates to pension advisory services.

4 Non-recurring significant items

 

The Group presents certain items as non-recurring and significant. These relate to items which, in management's judgement, need to be disclosed by virtue of their size or incidence in order to obtain a more meaningful understanding of the financial information.

 

Costs of £247,000 relate to due diligence and consultancy expenses associated with an aborted acquisition and £471,000 relates to the costs associated with the cancellation of unapproved share options and the issue of ordinary shares in exchange for this cancellation. The Group believes that the issuance of ordinary shares and settlement of taxes in return for cancellation of 1,1490,000 unapproved options is beneficial to the shareholders of the Company as it reduces dilution and removes a potential share overhang.

 

A pre-tax gain of £1,184,000 was recorded as non-recurring significant income under discontinued operations, this gain relates to the sale of the Free From business on 27 February 2013.

 

 

5 Finance income and costs

Recognised in the Consolidated Statement of Comprehensive Income

2013

2012

£000

£000

Finance income

Expected return on defined benefit pension plan assets

1,401

1,490

Change in fair value of interest rate swaps

855

84

Tax related

1

12

Unwinding of discount of deferred consideration receivable

48

-

Total finance income

2,305

1,586

Finance costs

Interest on defined benefit pension plan obligations

(966)

(1,101)

Bank interest payable

(1,115)

(1,514)

Interest on interest rate swap agreements

(812)

(940)

Interest on deferred consideration

(53)

(188)

Unwinding of discount on deferred consideration payable

(32)

(103)

Total finance costs

(2,978)

(3,846)

6 Taxation

Recognised in the Consolidated Statement of Comprehensive Income

Continuing

Continuing

Discontinued

Discontinued

2013

2012

2013

2012

£000

£000

£000

£000

Current tax

Current year

1,513

1,659

239

260

Adjustments for prior years

(217)

(450)

(16)

206

Total current tax

1,296

1,209

223

466

Deferred tax

Origination and reversal of timing differences

(233)

(44)

-

(86)

Retirement benefit deferred tax charge

341

133

-

-

Adjustments for prior years

28

-

-

-

Total deferred tax

136

89

-

(86)

Total tax expense

1,432

1,298

223

380

 

Reconciliation of effective tax rate

 

The tax assessed for the period is lower (2012: higher) than the standard rate of corporation tax in the UK of 24%, (23% from 6 April 2013), (2012: 26%, (24% from 6 April 2012)). The hybrid corporation tax rate is 23.75% (2012: 25.5%). The differences are explained below:

2013

2012

£000

£000

Profit before taxation from continuing operations

6,650

4,589

Tax using the UK corporation tax rate of 23.75%, (2012: 25.5%)

1,579

1,170

Non-deductible expenses

10

9

Amortisation of intangible asset

34

45

Other timing differences*

(338)

106

Adjustment to restate opening deferred tax

(29)

27

Differences on depreciation on IBA's and allowances claimed

45

(2)

R&D uplift current year

(87)

-

Adjustments to tax charge in respect of prior periods

(189)

(450)

Overseas profits charged at different taxation rate

132

144

Group relief from discontinued operations

275

249

Total tax expense

1,432

1,298

 

*Other timing differences in the current year relate an increase in deferred tax asset during the year on unexercised share options as a result of increases in the market value of the Company's shares.

 

6 Taxation (continued)

 

Reductions in the corporation tax rate from 26% to 24% (effective from 1 April 2012) and to 23% (effective 1 April 2013) were substantially enacted on 26 March 2012 and 3 July 2012 respectively. Further reductions to 21% (effective from 1 April 2014) and 20% (effective from 1 April 2015) were substantially enacted on 2 July 2013. This will reduce the company's future current tax charge accordingly. The deferred tax assets and liabilities at 29 June 2013 have been calculated based on the 23% rate as the 20% and 21% rates were enacted after the balance sheet date.

 

The impact of the reduction in the UK tax rate from 24% to 23% from April 2013 amounts to a £77,000 lower charge in the year to 29 June 2013. The adjustment for prior year in 2013 relates primarily to additional tax relief on qualifying R&D expenditure, for 2012 the prior year adjustment relates to utilisation of losses brought forward £150,000 and additional tax relief on qualifying R&D expenditure for prior periods of £80,000.

 

The parent company has an unrecognised deferred tax asset of £219,995 (2012: £229,560). This asset has not been recognised in these Financial Statements as suitable profits to utilise the underlying losses are not expected to arise in the future.

 

 

7 Earnings per ordinary share

 

Basic earnings per share for the period is calculated on the basis of profit for the year after tax, divided by the weighted average number of shares in issue of 59,904,000 (2012: 53,374,000).

 

Basic diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potential dilutive ordinary shares. For 29 June 2013 the diluted weighted average number of shares is 65,653,000, (2012: 55,796,000).

 

An adjusted earnings per share and an adjusted diluted earnings per share have also been calculated as in the opinion of the Board this will allow shareholders to gain a clearer understanding of the trading performance of the Group. These adjusted earnings per share exclude:

 

· Reorganisation and other significant non-recurring costs,

· IAS 39 'Financial Instruments: Recognition and Measurement' fair value adjustment relating to the Group's interest rate swaps and foreign exchange contracts.

· IAS 19 'Accounting for retirement benefits' relating to the net income

· IFRS 3 'Business Combinations' discount charge relating to the deferred consideration payable and receivable.

· The taxation effect at the appropriate rate on the adjustments.

.

7 Earnings per ordinary share (continued)

 

Year ending 29 June 2013

Year ending 30 June 2012

 

 

 

Earnings

Weighted average number of shares

 

 

Per share amount

 

 

 

Earnings

Weighted average number of shares

 

 

Per share amount

£000

000's

Pence

£000

000's

Pence

Continued

4,754

7.9

2,717

5.1

Discontinued

3,034

5.1

1,560

2.9

Basic earnings

7,788

59,904

13.0

4,277

53,374

8.0

Share option charge

134

0.2

573

1.1

Movement in the fair value of interest rate swaps/foreign exchange contracts

 

(676)

 

(1.2)

 

(236)

 

 

(0.4)

 

Defined benefit pension scheme

 

(1,350)

 

(2.2)

 

(454)

 

(0.9)

Unwinding of discount relating to acquisitions

 

(16)

 

0.0

 

103

 

0.2

Significant non-recurring items

 

718

 

1.2

 

-

 

-

Profit on sale of business

(1,184)

(1.9)

Taxation on adjustments

322

0.5

68

0.1

Adjusted earnings

5,736

59,904

9.6

4,331

53,374

8.1

Profit on discontinued operations

 

(2,073)

 

(3.5)

 

(1,940)

 

(3.6)

Taxation on discontinued operations

 

223

 

0.4

 

380

 

0.7

Discontinued earnings

(1,850)

(3.1)

(1,560)

(2.9)

Continuing adjusted earnings

 

3,886

 

59,904

 

6.5

 

2,771

 

53,374

 

5.2

Dilutive effect of options

5,749

2,422

65,653

55,796

Continued

4,754

7.3

2,717

4.9

Discontinued

3,034

4.6

1,560

2.8

Basic diluted earnings

7,788

11.9

4,277

7.7

Adjusted diluted earnings

5,736

8.7

4,331

7.8

Discontinued diluted earnings

(1,850)

(2.8)

(1,560)

(2.8)

Continuing adjusted diluted earnings

 

3,886

 

65,653

 

5.9

 

2,771

 

55,796

 

5.0

 

8 Other interest-bearing loans and borrowings

 

This note provides information about the contractual terms and repayment terms of the Group's interest-bearing loans and borrowings, which are measured at amortised cost, using the effective interest rate method.

 

 

2013

 

Margin/above (below)

Frequency of

Repayments

 

Year of maturity

 

Facility

£000

 

Drawn

£000

 

Current

£000

Non-Current

£000

Invoice Discounting

1.50%/base

On demand

Revolving*

15,000

3,259

3,259

-

Revolving credit

2.00%/LIBOR

Monthly

2017

8,000

-

-

-

Mortgage

1.75%/base

Monthly

2023

4,000

3,932

369

3,563

Finance lease liabilities

1.83%/base

Monthly

various

2,000

1,332

476

856

Overdraft

2.00%/base

On demand

-

3,000

-

-

-

32,000

8,523

4,104

4,419

Unamortised transaction costs

(260)

(183)

(77)

8,263

3,921

4,342

Secured bank loans and mortgages over one year (included above)

3,563

Unamortised transaction costs

(77)

3,486

Repayments are as follows:

Between one and two years

347

Between two and five years

1,051

Between five and ten years

1,842

Between ten and fifteen years

246

3,486

 

 

 

 

2012

 

Margin/above (below)

Frequency of

Repayments

 

Year of maturity

 

Facility

£000

 

Drawn

£000

 

Current

£000

Non-Current

£000

Invoice Discounting

1.87%/base

On demand

Revolving*

17,500

14,042

14,042

-

Term Loan

3.70% LIBOR

Monthly

2017

14,238

12,702

1,875

10,827

Mortgage

1.750%/base

Monthly

2022

7,430

6,095

571

5,524

Mortgage

1.750%/base

Monthly

2023

769

638

51

587

Finance lease liabilities

2.125%/base

Monthly

various

4,375

2,934

1,153

1,781

Overdraft

2.25%/base

On demand

-

2,750

-

-

-

Loan notes

1 % /(base)

On demand

2012

-

3

3

-

47,062

36,414

17,695

18,719

Unamortised transaction costs

(497)

(237)

(260)

35,917

17,458

18,459

Secured bank loans and mortgages over one year (included above)

16,938

Unamortised transaction costs

(260)

16,678

Repayments are as follows:

Between one and two years

2,564

Between two and five years

9,150

Between five and ten years

4,451

Between ten and fifteen years

513

16,678

* Revolving maturity above relates to the payment terms on the invoice discounting which is up to 90 days from the date of invoice.

 

8 Other interest-bearing loans and borrowings (continued)

 

Finance lease liabilities are payable as follows:

2013

2012

Minimum lease payments

Interest

Principal

Minimum lease payments

Interest

Principal

£000

£000

£000

£000

£000

£000

Less than one year

509

33

476

1,221

68

1,153

Between one and five years

891

35

856

1,849

68

1,781

1,400

68

1,332

3,070

136

2,934

 

All of the above loans are denoted in pounds sterling, with various interest rates and maturity dates. The main purpose of the above facilities is to finance the Group's operations.

 

HSBC Bank Plc, HSBC Asset Finance (UK) Ltd and HSBC Equipment Finance (UK) Ltd have debentures incorporating fixed and floating charges over the undertaking and all property and assets including goodwill, book debts, uncalled capital, buildings, fixtures, fixed plant and machinery.

 

As part of the bank borrowing facility the Group needs to meet certain covenant criteria every six months. There were no breaches of covenants during the year. The covenant test required are as follows:-

Net bank debt : EBITDA

Interest cover

Debt service cover

 

The HSBC facilities (excluding overdraft) available for drawdown are £29.0m (2012: £44.3m). At the period end date the facility utilised was £8.5m (2012: £36.4m), giving £20.5m (2012: £7.9m) of headroom.

 

9 Analysis of net debt

 

 

 

Note

At year ended

30 June

2012

£000

 

 

Cash flow £000

At year ended

29 June

2013

£000

Cash at bank

3,793

(2,483)

1,310

Loan notes

(3)

3

-

3,790

(2,480)

1,310

Debt due within one year

(2,497)

2,128

(369)

Debt due after one year

(16,938)

13,375

(3,563)

Invoice discounting due within one year

(14,042)

10,783

(3,259)

Hire purchase obligations due within one year

(1,153)

677

(476)

Hire purchase obligations due after one year

(1,781)

925

(856)

Total net bank debt

(32,621)

25,408

(7,213)

Debt

8

(35,917)

(8,263)

Cash at bank

3,793

1,310

Unamortised transaction costs

(497)

(260)

Total net bank debt

(32,621)

(7,213)

Deferred consideration payable

(1,239)

(216)

Total net debt including deferred consideration payable

 

(33,860)

 

(7,429)

Cash at banks

3,793

1,310

Total debt including deferred consideration payable excluding cash

 

(37,653)

 

(8,739)

Deferred consideration receivable

-

2,745

Total debt including deferred consideration payable and receivable excluding cash

 

(37,653)

 

(5,994)

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR PGUQUBUPWGMU
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