Attached files
file | filename |
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8-K/A - 8-K/A - Diamond Foods Inc | f55448e8vkza.htm |
EX-99.2 - EX-99.2 - Diamond Foods Inc | f55448exv99w2.htm |
EX-23.1 - EX-23.1 - Diamond Foods Inc | f55448exv23w1.htm |
Exhibit 99.1
Lion/Stove Investment 2 S.à.r.l
Report of Independent Accountant
To the Directors of Lion/Stove Investment 2 S.à.r.l.:
In our opinion, the accompanying consolidated
balance sheets and the related consolidated profit and loss accounts, consolidated statements of total
recognized gains and losses, consolidated cash flow statements present fairly, in all material respects,
the financial position of Lion/Stove Luxembourg Investment 2 S.à.r.l. and its subsidiaries at 30 September
2009 and 2008, and the results of their operations and their cash flows for each of the three years in the
period ended 30 September 2009 in conformity with the accounting principles generally accepted in the U.K.
(U.K. GAAP). These financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits of these statements in accordance with the standards of the American Institute
of Certified Public Accountants (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
U.K. GAAP varies in certain significant respects
from accounting principles generally accepted in the United States of America. Information relating to the nature
and effect of such differences is presented in Note 28 to the consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Norwich, United Kingdom
27 February 2010
Norwich, United Kingdom
27 February 2010
Lion/Stove Luxembourg Investment 2 S.à r.l.
Consolidated profit and loss account for the years ended 30 September
Notes | 2009 | 2008 | 2007 | |||||||||||||
$000 | $000 | $000 | ||||||||||||||
Turnover |
250,449 | 236,121 | 200,003 | |||||||||||||
Cost of sales |
(146,886 | ) | (139,756 | ) | (125,767 | ) | ||||||||||
Gross profit |
103,563 | 96,365 | 74,236 | |||||||||||||
Distribution costs |
(46,798 | ) | (46,110 | ) | (34,824 | ) | ||||||||||
Administrative expenses |
(23,927 | ) | (26,822 | ) | (25,536 | ) | ||||||||||
Operating profit |
3 | 32,838 | 23,433 | 13,876 | ||||||||||||
Interest receivable and similar income |
5 | 1,064 | 424 | 1,769 | ||||||||||||
Interest payable and similar charges |
6 | (28,123 | ) | (38,052 | ) | (35,472 | ) | |||||||||
Profit/(loss) on ordinary activities before taxation |
5,779 | (14,195 | ) | (19,827 | ) | |||||||||||
Tax on profit/(loss) on ordinary activities |
7 | (9,541 | ) | (3,120 | ) | (172 | ) | |||||||||
Loss for the financial year |
17, 18 | (3,762 | ) | (17,315 | ) | (19,999 | ) | |||||||||
The above results relate to continuing operations.
1
Lion/Stove Luxembourg Investment 2 S.à r.l.
Consolidated statement of total recognised gains and losses for the years ended 30 September
Notes | 2009 | 2008 | 2007 | |||||||||||||
$000 | $000 | $000 | ||||||||||||||
Loss for the financial year |
(3,762 | ) | (17,315 | ) | (19,999 | ) | ||||||||||
Exchange gain/(loss) arising on consolidation |
17 | 15,723 | 22,032 | (12,484 | ) | |||||||||||
Total recognised gains and (losses) for the year |
11,961 | 4,717 | (32,483 | ) | ||||||||||||
2
Lion/Stove Luxembourg Investment 2 S.à r.l.
Consolidated balance sheet as at 30 September
Notes | 2009 | 2008 | ||||||||||
$000 | $000 | |||||||||||
Fixed assets |
||||||||||||
Intangible assets |
8 | 177,705 | 188,269 | |||||||||
Tangible assets |
9 | 68,551 | 70,457 | |||||||||
246,256 | 258,726 | |||||||||||
Current assets |
||||||||||||
Stocks |
10 | 13,623 | 12,158 | |||||||||
Debtors |
11 | 28,011 | 28,737 | |||||||||
Cash at bank and in hand |
40,456 | 20,438 | ||||||||||
82,090 | 61,333 | |||||||||||
Creditors: amounts falling due within one year |
12 | (42,201 | ) | (44,815 | ) | |||||||
Net current assets |
39,889 | 16,518 | ||||||||||
Total assets less current liabilities |
286,145 | 275,244 | ||||||||||
Creditors: amounts falling due after more than one year |
13 | (287,362 | ) | (291,749 | ) | |||||||
Provisions for liabilities and charges |
14 | (3,225 | ) | (459 | ) | |||||||
Net liabilities |
(4,442 | ) | (16,964 | ) | ||||||||
Capital and reserves |
||||||||||||
Called up share capital |
16 | 13,215 | 13,215 | |||||||||
Other reserves |
17 | 24,013 | 8,300 | |||||||||
Profit and loss account |
17 | (41,670 | ) | (38,479 | ) | |||||||
Total shareholders deficit |
18 | (4,442 | ) | (16,964 | ) | |||||||
3
Lion/Stove Luxembourg Investment 2 S.à r.l.
Consolidated cash flow statement for the years ended 30 September
Notes | 2009 | 2008 | 2007 | |||||||||||||
$000 | $000 | $000 | ||||||||||||||
Net cash inflow from operating activities |
21 | 54,997 | 44,184 | 30,564 | ||||||||||||
Returns on investments and servicing of finance |
||||||||||||||||
Interest received |
174 | 387 | 738 | |||||||||||||
Interest paid on loans and overdrafts |
(11,644 | ) | (18,071 | ) | (18,274 | ) | ||||||||||
Interest paid on hire purchase and finance lease
arrangements |
(27 | ) | (85 | ) | (134 | ) | ||||||||||
Net cash outflow from returns on investments and servicing
of financing |
(11,497 | ) | (17,769 | ) | (17,670 | ) | ||||||||||
Taxation |
(4,672 | ) | 540 | 1,971 | ||||||||||||
Capital expenditure and financial investment |
||||||||||||||||
Purchase of tangible fixed assets |
(14,502 | ) | (7,688 | ) | (25,296 | ) | ||||||||||
Purchase of intangible fixed assets |
| (8 | ) | (20 | ) | |||||||||||
Net cash outflow from capital expenditure and financial
investment |
(14,502 | ) | (7,696 | ) | (25,316 | ) | ||||||||||
Net cash inflow/(outflow) before financing |
24,326 | 19,259 | (10,451 | ) | ||||||||||||
Financing |
||||||||||||||||
Capital element of hire purchase and finance lease
arrangements rental payments |
23 | (816 | ) | (990 | ) | (905 | ) | |||||||||
Loans received from immediate parent company |
23 | | | 375 | ||||||||||||
Loans repaid to immediate parent company |
23 | (298 | ) | | | |||||||||||
Bank loans repaid |
23 | (1,909 | ) | (10,178 | ) | | ||||||||||
Increase in bank borrowings |
23 | | | 20,000 | ||||||||||||
Net cash (outflow)/inflow from financing |
(3,023 | ) | (11,168 | ) | 19,470 | |||||||||||
Increase in cash |
23 | 21,303 | 8,091 | 9,019 | ||||||||||||
4
Lion/Stove Luxembourg Investment 2 S.à r.l.
Notes to the financial statements for the years ended 30 September
1. Principal accounting policies
These financial statements are prepared on the going concern basis, under the historical cost
convention, modified by the revaluation of certain financial instruments and in accordance with the
Companies Act 2006 and applicable accounting standards in the United Kingdom (U.K.). The
principal accounting policies are set out below.
The group has elected to comply fully with the requirements of Financial Reporting Standard
(FRS) 23, The Effects of Changes in Foreign Exchange Rates, FRS 26, Financial Instruments:
Measurement and FRS 29, Financial Instruments: Disclosures.
Basis of consolidation
The consolidated financial statements include the results of the company and its subsidiary
undertakings (all of which are wholly owned and have uniform accounting policies) using the
principles of acquisition accounting such that the results of the subsidiaries are included in the
consolidated profit and loss account from the date of acquisition.
Intra-group sales and profits are eliminated fully on consolidation. The company has taken the
exemption, available under FRS 8, Related Party Disclosures, from disclosing details of these and
other intra-group transactions.
Turnover
Turnover represents the total amount charged to customers for goods supplied, net of discounts
and promotional costs, and excluding sales taxes. Turnover is recognised on despatch, at which
point the risks and rewards of sale have passed to the customer.
Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not
reversed at the balance sheet date, where transactions or events that result in an obligation to
pay more tax in the future or a right to pay less tax in the future have occurred at the balance
sheet date.
A net deferred tax asset is recognised as recoverable and therefore recognised only when, on
the basis of all available evidence, it can be regarded as more likely than not that there will be
suitable taxable profits against which to recover carried forward tax losses and from which the
future reversal of underlying timing differences can be deducted.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in
which the timing differences are expected to reverse based on tax rates and laws that have been
enacted or substantively enacted by the balance sheet date. Deferred tax is measured on an
undiscounted basis.
Goodwill
Goodwill in respect of business combinations represents the excess of the fair value of the
consideration given over the fair value of the net assets acquired. Goodwill is capitalised and
amortised on a straight line basis over a twenty year period, which is deemed to be its useful
economic life.
Goodwill is reviewed for impairment at the end of the first full financial year following the
initial recognition of the goodwill and in other periods if events or changes in circumstances
indicate
that its carrying value may not be recoverable in full. When it is determined that the carrying
value exceeds the recoverable amount, the excess is written off to the profit and loss account.
5
Other intangible fixed assets
Other intangible fixed assets represent patent, trademark and licence costs and are stated at
cost less accumulated amortisation, calculated to write-off the cost over the expected useful
economic life.
Tangible fixed assets
Tangible fixed assets are stated at historic purchase cost less accumulated depreciation. Cost
includes the original purchase price of the asset and the costs attributable to bringing the asset
to its working condition for its intended use. Depreciation is calculated to write off the cost of
tangible fixed assets, less their residual values, over their expected useful lives using the
straight line basis. The expected useful lives of the assets to the business are reassessed
periodically in the light of experience.
Straight line annual rates of depreciation used are: | ||||||||
| Freehold buildings | 4% straight line | ||||||
| Plant and machinery | 10% straight line | ||||||
| Motor vehicles | 25% 33% straight line | ||||||
| Office equipment | 20% 33% straight line |
Freehold land is not depreciated.
Interest costs
Interest costs directly attributable to the acquisition or construction of qualifying assets
are capitalised up until the date at which the asset is brought into use. Qualifying assets are
those that necessarily take a substantial period of time to prepare for their intended use. All
other interest costs are recognised in the profit and loss account in the period to which they
relate.
Stocks
Stocks are stated at the lower of cost and net realisable value, the costs incurred being
those in bringing each product to its present location and conditions, as follows:
| Raw materials purchase cost on a first-in-first-out basis. |
| Work in progress and finished goods cost of direct materials and labour plus attributable overheads based on normal level of activity. |
Provision for obsolete and slow moving stock is made on a line by line basis, where necessary,
in order to reduce stock to the lower of cost and net realisable value.
Operating leases
Rentals paid under operating leases are charged to the profit and loss account on a straight
line basis over the lease term.
Foreign exchange
(a) Functional and presentation currency
In accordance with FRS 23, items included in the financial statements of each of the groups
subsidiaries are measured using the currency of the primary economic environment in which the
entity operates (the functional currency). The consolidated financial statements are presented in
U.S. Dollars ($), which is the companys presentation currency and the functional currency of the
majority of the groups operations. The companys functional currency is Euro (), being the
denomination of the debt in the company. It is deemed to be most appropriate to present the
financial statements in line with the functional currency of the majority of the groups
operations.
6
The /$ exchange rate at 30 September 2009 was 0.684 (2008: 0.712; 2007: 0.703). The average
exchange rate used for the year ended 30 September 2009 was 0.738 (2008: 0.667; 2007: 0.750).
The $/£ exchange rate at 30 September 2009 was 1.600 (2008: 1.7825; 2007: 2.037). The average
exchange rate used for the year ended 30 September 2009 was 1.561 (2008: 1.974; 2007: 1.973).
(b) Transactions and balances
Transactions undertaken during the year in foreign currencies are translated at the rate
ruling at the date of the transaction. Any resultant gain or loss is taken to the profit and loss
account.
Monetary assets and liabilities denominated in foreign currencies are reflected in the balance
sheet at the exchange rate ruling at the year end. Any gains or losses arising are taken to the
profit and loss account.
(c) Group companies
The results and financial position of all group entities (none of which has the functional
currency of a hyperinflationary economy) that have a functional currency different from the
presentation currency are translated into the presentation currency as follows:
| assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; |
| income and expenses for each profit and loss account are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and |
| all resulting exchange differences are recognised as a separate component of equity. |
Hire purchase and finance lease arrangements
Assets obtained under hire purchase and finance lease arrangements are capitalised on the
balance sheet and are depreciated over their useful lives or, in the case of finance leases, the
term of the contract if shorter.
Obligations under such agreements are included in creditors net of the finance charge
allocated to future periods. The finance element of the rental payments is charged to the profit
and loss account to produce a constant periodic rate of charge on the net obligation outstanding in
each period.
Pensions
Certain group companies make defined contributions to a Group Personal Pension Plan for
eligible employees. The costs of administering the plan are borne by that company and the profit
and loss charge represents amounts payable for the year. The assets of the plan are held separately
from those of the company in an independently administered fund.
Research and development
Research and development expenditure is written off as incurred.
7
Government grants
Grants received to assist with the purchase of tangible fixed assets are amortised over a
period to match the shorter of the life of the asset acquired or the government contract life.
Revenue grants are recognised in the profit and loss account in the period in which they are
received.
Financial instruments
Financial assets and financial liabilities are recognised upon becoming a party to the
contractual provisions of the instrument.
(a) Trade debtors
A provision for impairment of trade debtors is established when there is objective evidence
that the group will not be able to collect all amounts due according to the original terms of the
receivables. Significant financial difficulties of the debtor, probability that the debtor will
enter bankruptcy or financial reorganisation, and default or delinquency in payment (more than 30
days overdue), are considered indicators that the trade debtor is impaired. The amount of the
provision is the difference between the assets carrying amount and the present value of the
estimated future cash flows, discounted at the original effective interest rate. The carrying
amount of the asset is reduced through the use of an allowance account and the amount of the loss
is recognised in the profit and loss account within administrative expenses. When a trade debtor is
uncollectible, it is written off against the bad debt provision. Subsequent recoveries of amounts
previously written off are credited against administrative expenses in the profit and loss account.
(b) Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the
contractual arrangements entered into. An equity instrument is any contract that gives a residual
interest in the assets of the group after deducting all of its liabilities.
(c) Trade creditors
Trade creditors are non-interest bearing and are stated at their nominal value at the date of
trade.
(d) Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of direct
issue costs.
(e) Interest-bearing borrowings
Interest-bearing bank loans and overdrafts are initially recorded at the proceeds received,
net of associated transaction costs. Subsequent to initial recognition, interest-bearing borrowings
are stated at amortised cost with any difference between cost and redemption value being recognised
in the profit and loss account over the period of the borrowings.
(f) Derivative financial instruments
Derivative financial instruments within the scope of FRS 26, are stated at fair value.
The group uses derivative financial instruments to hedge its exposure to interest rate risks
arising from operational and financing activities. The group does not hold or issue derivative
financial instruments for trading purposes, however if derivatives do not qualify for hedge
accounting they are accounted for as such. Given that the derivative financial instruments do
not meet the documentation requirements to qualify for hedge accounting they are classified as held
for trading.
8
Derivative financial instruments are recognised initially at cost. Subsequent to initial
recognition, derivative financial instruments are stated at fair value. The fair value of
derivative financial instruments is determined by reference to market values for similar financial
instruments, or by discounted cash flows or using valuation models. Any gains or losses on
re-measurement are immediately recognised in the profit and loss account.
Share-based payments
The group accounts for equity-settled share-based payments in accordance with FRS 20,
Share-based Payment.
Equity-settled share-based payments have been issued to certain employees of the company
through the issue of Class B interests in the ultimate parent undertaking, Lion/Stove Cayman L.P.,
a partnership based in the Cayman Islands. In accordance with FRS 20, equity-settled share based
payments are measured at fair value at the date of issue. The fair value determined at the issue
date is expensed on a straight-line basis over the period over which the employees gain
unconditional rights to the partnership interests. The corresponding credit is recognised in
equity.
2. Financial risk management
Financial risk factors
The groups operations expose it to limited financial risks that include price risk, credit
risk, foreign exchange currency rate risk, cash flow and fair value interest rate risk, and
liquidity risk. Given the size of the group, the directors have not delegated the responsibility of
monitoring financial risk management to a sub-committee of the board. The policies set by the
directors are implemented by the finance departments in the operating subsidiaries.
Price risk
The group monitors changes in market conditions on an ongoing basis and tailors its pricing
accordingly. The group is also exposed to commodity price risk as a result of its operations.
Commodity price risk is mitigated through the forward provisioning of key commodities when market
conditions are considered favourable.
Credit risk
The group has no significant concentrations of credit risk. The groups principal financial
assets are cash at bank and in hand and trade debtors. The credit risk on bank deposits is managed
by only depositing with financial institutions, independently rated with a minimum rating of A.
The group has implemented policies that require appropriate credit checks on potential customers
before sales are made to limit credit risk on trade debtors. Reports are reviewed on a weekly basis
detailing customers who have invoices which are overdue. The credit risk on derivative financial
instruments is limited because the counterparty is a bank with a high credit rating assigned by
international credit rating agencies. The counterparty exposure under derivative contracts is $nil
(2008: $87,000).
Concentrations of credit risk with respect to trade debtors are limited due to the groups
diverse customer base. The group also has in place procedures that require appropriate credit
checks on potential customers before sales are made. Customer accounts are also monitored on an
ongoing basis and appropriate action is taken where necessary to minimise any credit risk. Group
management review reports on a weekly basis detailing customers who have invoices
which are overdue. The directors therefore believe no further credit risk provision is
required in excess of normal provision for impaired trade debtors.
The maximum exposure to credit risk at each year end is the fair value of each class of debtor
as disclosed in note 11.
9
Foreign exchange currency rate risk
The group operates internationally and is exposed to foreign exchange currency rate risk as
follows:
| to the extent transactions are undertaken in a currency other than the respective entities functional currency, these are not hedged due to the limited extent of such exposures; | ||
| borrowings are denominated in both U.K. Sterling and U.S. Dollars to reflect the currency of the underlying cash flows and, accordingly, specific hedging instruments are not entered into; and, | ||
| on retranslation of the U.K. Sterling denominated results for the period, there will, in U.S. Dollar terms, be fluctuations year on year but as these relate to reporting risk only, it is the groups policy not to seek to hedge such fluctuations. |
As at 30 September 2009, if the US Dollar had weakened by 10% against U.K. Sterling with all
other variables held constant, post-tax loss for the year would have been $531,000 higher (2008:
U.S. Dollar weakened by 10%, post tax loss higher by $1,029,000; 2007: $1,038,000 higher). Equity
would have been $14,388,000 lower with the US Dollar 10% weaker (2008: $15,412,000 lower with the
U.S. Dollar 10% weaker; 2007: $16,938,000 lower).
Cash flow and fair value interest rate risk
The group receives interest on its cash deposits at a variable rate. The exposure from
interest rate movements on the groups loan balances is monitored and appropriate measures taken to
mitigate the inherent risks, including the use of derivative financial instruments.
Analysis of interest rate exposure of financial assets and liabilities:
2009 | 2008 | |||||||
$000 | $000 | |||||||
Fixed rate (fair value interest rate risk) |
||||||||
Short-term bank borrowings |
| (2,007 | ) | |||||
Long-term bank borrowings |
(99,604 | ) | (198,795 | ) | ||||
Hire purchase and finance lease arrangements |
(130 | ) | (1,027 | ) | ||||
Loan from immediate parent company |
(95,387 | ) | (92,316 | ) | ||||
(195,121 | ) | (294,145 | ) | |||||
Floating rate (cash flow interest rate risk) |
||||||||
Cash at bank and in hand |
40,456 | 20,438 | ||||||
Long-term bank borrowings |
(91,759 | ) | | |||||
(51,303 | ) | 20,438 | ||||||
(246,424 | ) | (273,707 | ) | |||||
Interest was receivable at a floating rate on bank balances amounting to $30,731,000 at 30
September 2009 (2008: $7,115,000).
The bank borrowings of $191,363,000 (2008: $200,802,000) bear interest charges at floating
rates before the effect of the interest rate swaps. See note 24 for further details.
Finance lease obligations bear interest at rates fixed in line with the lease agreement at the
time of drawdown.
10
The loan from the immediate parent company bears annual compound interest at a rate of 15.6%
(2008: 15.6%; 2007: 15.6%).
At 30 September 2009 the group has considered the impact of movements in these interest rates
over the past year and has concluded that a 0.5% movement is a reasonable benchmark. At 30
September 2009, if interest rates had been 0.5% higher/lower with all other variables held
constant, post tax profit for the year would have been $203,000 (2008: $49,000) lower/higher,
mainly as a result of the movement in interest rates on the floating rate bank loans net of
deposits.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and the availability of
funding through an adequate amount of credit facilities. The group regularly monitors the level of
working capital to ensure group companies have sufficient available funds for operations.
The table below summarises the remaining contractual maturity for the groups financial
liabilities. The amounts shown are the contractual undiscounted cash flows which include interest,
analysed by contractual maturity. When the amount payable or receivable is not fixed, the amount
disclosed has been determined by reference to the projected interest rates as illustrated by yield
curves existing at the reporting date.
Year ended 30 September 2009
In More | In More | In More | ||||||||||||||||||||||
Than One | Than Two | Than Five | ||||||||||||||||||||||
Year but | Years but | Years but | ||||||||||||||||||||||
In Less | not More | not More | not More | In More | ||||||||||||||||||||
Than One | Than Two | Than Five | Than Ten | Than Ten | ||||||||||||||||||||
Year | Years | Years | Years | Years | Total | |||||||||||||||||||
$000 | $000 | $000 | $000 | $000 | $000 | |||||||||||||||||||
Non-derivative financial liabilities: |
||||||||||||||||||||||||
Bank loans |
5,809 | 5,940 | 18,669 | 224,093 | | 254,511 | ||||||||||||||||||
Hire purchase and finance lease arrangements |
43 | 43 | 59 | | | 145 | ||||||||||||||||||
Loan from immediate parent company repayable in 2055 |
| | | | 75,009,130 | 75,009,130 | ||||||||||||||||||
Creditors |
35,419 | | | | | 35,419 | ||||||||||||||||||
Derivative contracts: |
||||||||||||||||||||||||
Gross cash outflows |
1,307 | | | | | 1,307 | ||||||||||||||||||
Gross cash inflows |
(153 | ) | | | | | (153 | ) | ||||||||||||||||
Total |
42,425 | 5,983 | 18,728 | 224,093 | 75,009,130 | 75,300,359 | ||||||||||||||||||
11
Year ended 30 September 2008
In More | In More | In More | ||||||||||||||||||||||
Than One | Than Two | Than Five | ||||||||||||||||||||||
Year but | Years but | Years but | ||||||||||||||||||||||
In Less | not More | not More | not More | In More | ||||||||||||||||||||
Than One | Than Two | Than Five | Than Ten | Than Ten | Total | |||||||||||||||||||
Year | Years | Years | Years | Years | $000 | |||||||||||||||||||
$000 | $000 | $000 | $000 | $000 | $000 | |||||||||||||||||||
Non-derivative financial
liabilities: |
||||||||||||||||||||||||
Bank loans |
21,744 | 20,108 | 62,725 | 271,161 | | 375,738 | ||||||||||||||||||
Hire purchase and finance lease
arrangements |
959 | 43 | 102 | | | 1,104 | ||||||||||||||||||
Loan from immediate parent company
repayable in 2055 |
| | | | 83,564,859 | 83,564,859 | ||||||||||||||||||
Creditors |
36,438 | | | | | 36,438 | ||||||||||||||||||
Derivative contracts: |
||||||||||||||||||||||||
Gross cash outflows |
5,301 | 1,336 | | | | 6,637 | ||||||||||||||||||
Gross cash inflows |
(6,217 | ) | (1,522 | ) | | | | (7,739 | ) | |||||||||||||||
Total |
58,225 | 19,965 | 62,827 | 271,161 | 83,564,859 | 83,977,037 | ||||||||||||||||||
Capital risk management
The groups policy is to maintain a strong capital base, defined as bank borrowings plus
capital and reserves, so as to maintain investor, creditor and market confidence and to sustain
future development of the business. Within this overall policy, the group seeks to maintain an
optimum capital structure. There were no changes to the groups approach to capital management
during the year.
The primary source of funding for the group is bank borrowings.
12
3. Operating profit
2009 | 2008 | 2007 | ||||||||||
$000 | $000 | $000 | ||||||||||
Operating profit is stated after charging/(crediting): |
||||||||||||
Research and development |
341 | 181 | 266 | |||||||||
Net foreign exchange gain |
(145 | ) | (120 | ) | (48 | ) | ||||||
Depreciation of tangible fixed assets: |
||||||||||||
- owned assets |
9,952 | 9,404 | 6,974 | |||||||||
- hire purchase and finance lease agreements |
38 | 629 | 603 | |||||||||
Loss on disposal of tangible fixed assets |
162 | 52 | 113 | |||||||||
Operating lease rentals: |
||||||||||||
- plant and machinery |
373 | 390 | 1,417 | |||||||||
- other |
2,828 | 2,721 | 1,019 | |||||||||
Amortisation of intangible fixed assets (including
goodwill) |
10,556 | 10,528 | 10,533 | |||||||||
Amortisation of deferred government grants |
(85 | ) | (77 | ) | | |||||||
Audit services: |
||||||||||||
- fees payable to the companys auditors for the audit of the parent
company and consolidated financial statements |
58 | 57 | 55 | |||||||||
Non-audit services (fees payable to the companys auditors and its
associates for other services): |
||||||||||||
- the audit of the companys subsidiaries pursuant to legislation |
178 | 188 | 180 | |||||||||
- tax services |
369 | 172 | 253 | |||||||||
- other |
176 | 20 | 144 | |||||||||
4. Employee information
Employee costs were as follows:
2009 | 2008 | 2007 | ||||||||||
$000 | $000 | $000 | ||||||||||
Wages and salaries |
34,036 | 33,299 | 31,548 | |||||||||
Social security costs |
3,292 | 3,351 | 2,984 | |||||||||
Pension costs (note 15) |
1,119 | 1,111 | 971 | |||||||||
Share-based payments (note 26) |
561 | 448 | 421 | |||||||||
39,008 | 38,209 | 35,924 | ||||||||||
The average monthly number of persons employed during the year was:
2009 | 2008 | 2007 | ||||||||||
Number | Number | Number | ||||||||||
Production |
664 | 626 | 665 | |||||||||
Administration |
138 | 127 | 127 | |||||||||
802 | 753 | 792 | ||||||||||
Other than the directors, the company had no employees (2008: nil; 2007: nil) and did not
incur any staff costs during the year (2008: $nil; 2007: $nil).
The directors of the company received no emoluments from the company or its subsidiaries
during the year (2008: $nil; 2007: $nil).
13
5. Interest receivable and similar income
2009 | 2008 | 2007 | ||||||||||
$000 | $000 | $000 | ||||||||||
On bank balances |
170 | 387 | 1,152 | |||||||||
Fair value adjustment in respect of derivative financial instrument |
890 | | 545 | |||||||||
Other |
4 | 37 | 72 | |||||||||
1,064 | 424 | 1,769 | ||||||||||
6. Interest payable and similar charges
2009 | 2008 | 2007 | ||||||||||
$000 | $000 | $000 | ||||||||||
On hire purchase and finance lease arrangements |
27 | 85 | 134 | |||||||||
On bank loans and other arrangements |
14,196 | 22,037 | 22,893 | |||||||||
Fair value adjustment in respect of derivative financial
instrument |
632 | 1,455 | 466 | |||||||||
Amortisation of lending costs |
599 | 599 | 532 | |||||||||
On loan and other amounts due to immediate parent
company |
12,669 | 13,876 | 11,904 | |||||||||
28,123 | 38,052 | 35,929 | ||||||||||
Finance costs capitalised on qualifying tangible fixed assets |
| | (457 | ) | ||||||||
28,123 | 38,052 | 35,472 | ||||||||||
Finance costs capitalised on qualifying tangible fixed assets are capitalised at the weighted
average cost of the related borrowings up to the date of completion. No finance costs have been
capitalised in the year (2008: $nil; 2007: $457,000).
7. Tax on profit/(loss) on ordinary activities
a) Analysis of charge for the year:
2009 | 2008 | 2007 | ||||||||||
$000 | $000 | $000 | ||||||||||
Current tax: |
||||||||||||
U.K. corporation tax charge current year |
2,572 | 1,892 | | |||||||||
- adjustments in respect of prior period |
219 | | (540 | ) | ||||||||
US income tax charge current year |
3,656 | 75 | (1,463 | ) | ||||||||
- adjustments in respect of prior period |
(31 | ) | (22 | ) | | |||||||
Total current tax charge/(credit) (see note 7b) |
6,416 | 1,945 | (2,003 | ) | ||||||||
Deferred tax: |
||||||||||||
Origination and reversal of timing differences current year |
2,681 | 1,125 | 1,799 | |||||||||
- adjustments in respect of prior years |
444 | 50 | 531 | |||||||||
Adjustments arising from the Finance Bill 2007 |
| | (155 | ) | ||||||||
Total deferred tax charge (note 14) |
3,125 | 1,175 | 2,175 | |||||||||
Tax on profit/(loss) on ordinary activities |
9,541 | 3,120 | 172 | |||||||||
14
b) Factors affecting the current tax charge for the year:
2009 | 2008 | 2007 | ||||||||||
$000 | $000 | $000 | ||||||||||
Profit/(loss) on ordinary activities before tax: |
5,779 | (14,195 | ) | (19,827 | ) | |||||||
Profit/(loss) on ordinary activities multiplied by the standard rate of U.K.
corporation tax of 28% (2008: 29%; 2007: 30%) |
1,618 | (4,117 | ) | (5,948 | ) | |||||||
Permanent differences |
6,099 | 6,670 | 5,523 | |||||||||
Adjustment in respect of foreign tax rates |
1,110 | 8 | 283 | |||||||||
Differences between capital allowances and depreciation |
(993 | ) | (396 | ) | 71 | |||||||
Other timing differences |
712 | 325 | 794 | |||||||||
Tax losses carried forward not recognised |
| | 567 | |||||||||
Tax losses utilised |
(2,318 | ) | (523 | ) | (2,753 | ) | ||||||
Adjustments in respect of prior year |
188 | (22 | ) | (540 | ) | |||||||
Current tax charge/(credit) for the year (see note 7a) |
6,416 | 1,945 | (2,003 | ) | ||||||||
8. Intangible fixed assets
Patents, | ||||||||||||
Trademarks and | ||||||||||||
Licence Fees | Goodwill | Total | ||||||||||
$000 | $000 | $000 | ||||||||||
Cost |
||||||||||||
At 1 October 2007 |
162 | 209,807 | 209,969 | |||||||||
Additions |
8 | | 8 | |||||||||
Exchange adjustments |
(21 | ) | | (21 | ) | |||||||
At 30 September 2008 |
149 | 209,807 | 209,956 | |||||||||
At 1 October 2008 |
149 | 209,807 | 209,956 | |||||||||
Exchange adjustments |
(15 | ) | | (15 | ) | |||||||
At 30 September 2009 |
134 | 209,807 | 209,941 | |||||||||
Accumulated amortisation |
||||||||||||
At 1 October 2007 |
(44 | ) | (11,122 | ) | (11,166 | ) | ||||||
Charge for the year |
(38 | ) | (10,490 | ) | (10,528 | ) | ||||||
Exchange adjustments |
7 | | 7 | |||||||||
At 30 September 2008 |
(75 | ) | (21,612 | ) | (21,687 | ) | ||||||
At 1 October 2008 |
(75 | ) | (21,612 | ) | (21,687 | ) | ||||||
Charge for the year |
(66 | ) | (10,490 | ) | (10,556 | ) | ||||||
Exchange adjustments |
7 | | 7 | |||||||||
At 30 September 2009 |
(134 | ) | (32,102 | ) | (32,236 | ) | ||||||
Net book value |
||||||||||||
At 30 September 2009 |
| 177,705 | 177,705 | |||||||||
At 30 September 2008 |
74 | 188,195 | 188,269 | |||||||||
The company held no intangible fixed assets (2008: $nil).
15
9. Tangible fixed assets
Plant and | ||||||||||||
Machinery, Office | ||||||||||||
Freehold | Equipment and Motor | |||||||||||
land and Buildings | Vehicles | Total | ||||||||||
$000 | $000 | $000 | ||||||||||
Cost |
||||||||||||
At 1 October 2007 |
35,080 | 48,105 | 83,185 | |||||||||
Additions |
1,506 | 8,911 | 10,417 | |||||||||
Disposals |
(8 | ) | (176 | ) | (184 | ) | ||||||
Transfers |
(1,386 | ) | 1,386 | | ||||||||
Exchange adjustments |
(3,127 | ) | (3,660 | ) | (6,787 | ) | ||||||
At 30 September 2008 |
32,065 | 54,566 | 86,631 | |||||||||
At 1 October 2008 |
32,065 | 54,566 | 86,631 | |||||||||
Additions |
41 | 12,297 | 12,338 | |||||||||
Disposals |
| (1,057 | ) | (1,057 | ) | |||||||
Transfers |
(1,651 | ) | 1,651 | | ||||||||
Exchange adjustments |
(2,278 | ) | (2,575 | ) | (4,853 | ) | ||||||
At 30 September 2009 |
28,177 | 64,882 | 93,059 | |||||||||
Accumulated depreciation |
||||||||||||
At 30 September 2007 |
(1,873 | ) | (5,470 | ) | (7,343 | ) | ||||||
Charge for the year |
(2,009 | ) | (8,024 | ) | (10,033 | ) | ||||||
Disposals |
6 | 126 | 132 | |||||||||
Transfers |
14 | (14 | ) | | ||||||||
Exchange adjustments |
302 | 768 | 1,070 | |||||||||
At 30 September 2008 |
(3,560 | ) | (12,614 | ) | (16,174 | ) | ||||||
At 1 October 2008 |
(3,560 | ) | (12,614 | ) | (16,174 | ) | ||||||
Charge for the year |
(1,433 | ) | (8,557 | ) | (9,990 | ) | ||||||
Disposals |
| 895 | 895 | |||||||||
Transfers |
440 | (440 | ) | | ||||||||
Exchange adjustments |
228 | 533 | 761 | |||||||||
At 30 September 2009 |
(4,325 | ) | (20,183 | ) | (24,508 | ) | ||||||
Net book value |
||||||||||||
At 30 September 2009 |
23,852 | 44,699 | 68,551 | |||||||||
At 30 September 2008 |
28,505 | 41,952 | 70,457 | |||||||||
The net book value of plant and machinery, office equipment and motor vehicles includes an
amount of $107,000 (2008: $2,308,000) in respect of assets held under hire purchase and finance
lease arrangements. The depreciation charge for the year in respect of these assets was $38,000
(2008: $629,000; 2007: $603,000).
The cost of tangible fixed assets includes $457,000 (2008: $457,000) of aggregate finance
costs.
The company held no tangible fixed assets (2008: $nil).
16
10. Stocks
2009 | 2008 | |||||||
$000 | $000 | |||||||
Raw materials |
5,373 | 5,108 | ||||||
Work in progress |
336 | 216 | ||||||
Finished goods |
7,914 | 6,834 | ||||||
13,623 | 12,158 | |||||||
The replacement cost of stocks does not differ materially from the values disclosed above.
The group incurred no costs (2008: $nil) in writing down stock to its recoverable amount
during the period.
11. Debtors
2009 | 2008 | |||||||
$000 | $000 | |||||||
Amounts falling due within one year: |
||||||||
Trade debtors |
26,888 | 26,523 | ||||||
Less provision for impairment |
(798 | ) | (179 | ) | ||||
Trade debtors net |
26,090 | 26,344 | ||||||
Prepayments and accrued income |
1,921 | 2,306 | ||||||
Derivative financial instruments (note 24) |
| 87 | ||||||
28,011 | 28,737 | |||||||
The carrying value of debtors (excluding derivative financial instruments) is a reasonable
approximation to fair value.
The maximum exposure to credit risk at the reporting date is the fair value of each class of
debtor above.
As of 30 September 2009, trade debtors of $21,716,000 (2008: $23,112,000) were neither past
due nor impaired.
At 30 September 2009 trade debtors of $4,374,000 (2008: $3,232,000) were past due but not
impaired. These relate to a number of independent customers for who there is no recent history of
default. The ageing analysis of these trade debtors is as follows:
2009 | 2008 | |||||||
$000 | $000 | |||||||
Up to 1 month past due date |
4,187 | 2,516 | ||||||
Between 1 and 2 months past due date |
158 | 460 | ||||||
Between 2 and 3 months past due date |
2 | 113 | ||||||
Over 3 months past due date |
27 | 143 | ||||||
4,374 | 3,232 | |||||||
At 30 September 2009 amounts up to 1 month past due date of $4,187,000 (2008: $2,516,000),
included $2,682,000 (2008: $nil) that became due on that date, and hence was only 1 day overdue.
At 30 September 2009 trade debtors of $798,000 (2008: $179,000) were past due and impaired.
The provision made was $798,000 (2008: $179,000). Included in the provision for
impairment of trade debtors are specific amounts receivable owed by specific customers where
recovery of the
17
balance due is considered by management to be less than certain. The ageing analysis of these
amounts is as follows:
2009 | 2008 | |||||||
$000 | $000 | |||||||
Up to 3 months past due date |
742 | 15 | ||||||
Over 6 months past due |
56 | 164 | ||||||
798 | 179 | |||||||
Movements in the provision for impaired trade debtors during the year are as follows:
2009 | 2008 | |||||||
$000 | $000 | |||||||
Opening provision |
179 | 196 | ||||||
Additional provision |
798 | 12 | ||||||
Provision written back |
(157 | ) | (7 | ) | ||||
Exchange adjustments |
(22 | ) | (22 | ) | ||||
Closing provision |
798 | 179 | ||||||
Amounts charged or credited to the profit and loss account by way of additional provisions are
reflected as administrative expenses.
The carrying amounts of debtors are denominated in the following currencies:
2009 | 2008 | |||||||
$000 | $000 | |||||||
Sterling |
17,285 | 17,711 | ||||||
Euro |
1,357 | 1,442 | ||||||
US dollar |
9,369 | 9,584 | ||||||
28,011 | 28,737 | |||||||
12. Creditors: amounts falling due within one year
2009 | 2008 | |||||||
$000 | $000 | |||||||
Bank loans (note 13) |
| 2,007 | ||||||
Hire purchase and finance lease arrangements (note 13) |
36 | 920 | ||||||
Trade creditors |
14,921 | 15,470 | ||||||
Amounts owed to group undertakings |
318 | 215 | ||||||
Corporation tax |
3,201 | 1,629 | ||||||
Other taxation and social security payable |
1,989 | 2,048 | ||||||
Derivative financial instruments (note 24) |
1,153 | 1,473 | ||||||
Accruals and deferred income |
20,583 | 21,053 | ||||||
42,201 | 44,815 | |||||||
Accruals and deferred income includes $85,000 (2008: $85,000) in respect of deferred
government grants. The directors consider the potential liability to repay grants is unlikely to
crystallise due to the performance criteria applicable to the grants.
18
13. Creditors: amounts falling due after more than one year
2009 | 2008 | |||||||
$000 | $000 | |||||||
Bank loans |
191,363 | 198,795 | ||||||
Hire purchase and finance lease arrangements |
94 | 107 | ||||||
Loan from immediate parent company |
95,387 | 92,316 | ||||||
Deferred income |
518 | 531 | ||||||
287,362 | 291,749 | |||||||
The loan from the immediate parent company is denominated in Sterling, unsecured, bears
interest at a fixed rate of 15.6% which rolls-up and is added to the principal balance annually,
and is repayable in 2055.
Deferred income includes $312,000 (2008: $397,000) in respect of deferred government grants.
The directors consider the potential liability to repay grants is unlikely to crystallise due to
the performance criteria applicable to the grants. The balance will be recognised in the profit and
loss account over the coming five years.
The net obligations to which the group are committed in respect of bank loans and hire
purchase and finance lease arrangements are:
Hire Purchase | ||||||||||||||||
and Finance | ||||||||||||||||
Lease | ||||||||||||||||
Arrangements | ||||||||||||||||
Bank Loans | Creditor | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
$000 | $000 | $000 | $000 | |||||||||||||
In one year or less |
| 2,007 | 36 | 920 | ||||||||||||
Between one and two years |
| | 38 | 38 | ||||||||||||
Between two and five years |
| | 56 | 69 | ||||||||||||
After five years |
191,363 | 198,795 | | | ||||||||||||
191,363 | 200,802 | 130 | 1,027 | |||||||||||||
19
The amounts due under hire purchase and finance lease arrangements are secured on the relevant
fixed assets.
Annual Interest | Currency of | |||||||||||||
Bank Loans Comprise: | 2009 | 2008 | Charge | Date of Repayment | Repayment | |||||||||
$000 | $000 | |||||||||||||
Mezzanine finance
facility |
68,963 | 73,457 | LIBOR plus 8.50%, of which 4.50% is rolled up until maturity | 31 December 2015 | Sterling | |||||||||
Senior finance
facility |
93,095 | 94,500 | LIBOR plus 2.00% | 31 December 2014 | US Dollars | |||||||||
Senior finance
facility |
34,242 | 38,723 | LIBOR plus 2.00% | 31 December 2014 | Sterling | |||||||||
196,300 | 206,680 | |||||||||||||
Unamortised
element of directly
attributable fees
and other finance
costs |
(4,937 | ) | (5,878 | ) | ||||||||||
Total |
191,363 | 200,802 | ||||||||||||
Analysed as: |
||||||||||||||
Amounts falling due
within one year |
| 2,007 | ||||||||||||
Amounts falling due
after one year |
191,363 | 198,795 | ||||||||||||
Total |
191,363 | 200,802 | ||||||||||||
Partial repayment of the bank loans is potentially due annually dependent upon ratios
extracted from the groups audited results for that financial year. It is not possible to
accurately determine the amount of any such repayments for the financial years 2010 and after but
the directors have estimated that no such amounts will become payable in the 2010 financial year.
In October 2009 the group made a voluntary early loan repayment of $15,467,000 (October 2008: $nil;
October 2007: $10,000,000).
All advances are subject to compliance with certain financial covenants. Projections prepared
by the directors indicate that the group will continue to comply with these covenants. The senior
and mezzanine facilities are secured by way of a fixed and floating charge over the assets of the
major trading subsidiaries of the group.
Directly attributable fees and other finance costs were incurred by the group in raising the
facilities. These fees have been offset against the related loan balances and are being amortised
over the term of the loans.
On 14 November 2006 the group entered into an interest rate swap arrangement to mitigate 50%
of the exposure to interest rate movements over the period to 16 November 2009 (see note 24).
As at 30 September 2009 the group has access to undrawn bank loan facilities of $20,000,000
(2008: $20,000,000). These facilities are due to expire on 31 December 2014.
20
14. Provisions for liabilities and charges
Analysis of recognised deferred tax liability:
2009 | 2008 | |||||||
$000 | $000 | |||||||
Capital allowances in excess of depreciation |
(6,314 | ) | (5,207 | ) | ||||
Other timing differences |
3,089 | 1,872 | ||||||
Tax losses carried forward |
| 2,876 | ||||||
Deferred tax liability |
(3,225 | ) | (459 | ) | ||||
Movement during the year: |
||||||||
At 1 October |
(459 | ) | 240 | |||||
Foreign exchange adjustments |
359 | 476 | ||||||
Amounts charged to the profit and loss account (note 7) |
||||||||
- Current year |
(2,681 | ) | (1,125 | ) | ||||
- Adjustments in respect of prior years |
(444 | ) | (50 | ) | ||||
At 30 September |
(3,225 | ) | (459 | ) | ||||
Deferred tax has been provided at 28% (2008: 28%) and at prevailing overseas taxation rates
where applicable.
In addition to the amounts disclosed above, a potential liability to deferred tax exists in
relation to a corporate restructuring in 2004. This gave rise to a potentially taxable gain which
only crystallises in the event a subsidiary company (Kettle Foods Limited) is disposed of outside
of the group. As there is no intention on behalf of the directors of the Company to enter such
arrangements, the potential tax arising has not been provided for, nor, given the remoteness of
such an event, has the potential liability been quantified, reflecting the fact that such
quantification would be subject to a number of significant variables.
Analysis of unrecognised deferred tax asset:
2009 | 2008 | |||||||
$000 | $000 | |||||||
Depreciation in excess of capital allowances |
| 91 | ||||||
Other timing differences |
| 747 | ||||||
Tax losses carried forward |
134 | 169 | ||||||
Deferred tax asset |
134 | 1,007 | ||||||
Movement during the year: |
||||||||
At 1 October |
1,007 | 684 | ||||||
Differences between capital allowances and depreciation |
(80 | ) | 91 | |||||
Other timing differences |
(654 | ) | 191 | |||||
Losses carried forward not recognised |
(17 | ) | 174 | |||||
Foreign exchange |
(122 | ) | (133 | ) | ||||
At 30 September |
134 | 1,007 | ||||||
The above assets have not been recognised due to uncertainty over their recoverability.
21
15. Pension costs
During the three year period the group contributed to a money purchase group personal pension
scheme for certain employees. The total pension cost for the group in the year to 30 September 2009
in respect of this scheme was $1,119,000 (2008: $1,111,000; 2007: $971,000). At 30 September 2009
there were amounts outstanding of $44,000 (2008: $45,000).
16. Called up share capital
2009 | 2008 | |||||||
$000 | $000 | |||||||
Authorised |
||||||||
4,619 (2008: 4,619) ordinary shares of 25 each
|
147 | 147 | ||||||
1,020,141 (2008: 1,020,141) convertible preferred equity certificates of 25
each.
|
13,068 | 13,068 | ||||||
13,215 | 13,215 | |||||||
Allotted and fully paid |
||||||||
4,619 (2008: 4,619) ordinary shares of 25 each
|
147 | 147 | ||||||
1,020,141 (2008: 1,020,141) convertible preferred equity certificates of 25 each.
|
13,068 | 13,068 | ||||||
13,215 | 13,215 | |||||||
The convertible preferred equity certificates are preference shares denominated in Euros,
unsecured, bearing a mandatory, cumulative dividend of 0.425% which rolls-up if not paid annually.
The convertible preferred equity certificates are mandatorily redeemable by, at the latest, 2055
either in cash, ordinary shares or further convertible preferred equity certificates, at the
discretion of the issuer. The convertible preferred equity certificates are subordinated to the
Senior and Mezzanine facilities, with the result that neither the capital or interest elements of
these certificates becomes payable until these debts have been settled.
17. Reserves
Profit and Loss | ||||||||
Other Reserves | Account | |||||||
$000 | $000 | |||||||
At 1 October 2007 |
(13,752 | ) | (21,592 | ) | ||||
Retained loss for the financial year |
| (17,315 | ) | |||||
Transfers |
20 | (20 | ) | |||||
Share based payments (note 26) |
| 448 | ||||||
Foreign exchange gain arising on consolidation |
22,032 | | ||||||
At 30 September 2008 |
8,300 | (38,479 | ) | |||||
At 1 October 2008 |
8,300 | (38,479 | ) | |||||
Retained loss for the financial year |
| (3,762 | ) | |||||
Transfers |
(10 | ) | 10 | |||||
Share based payments (note 26) |
| 561 | ||||||
Foreign exchange gain arising on consolidation |
15,723 | | ||||||
At 30 September 2009 |
24,013 | (41,670 | ) | |||||
22
18. Reconciliation of movements in total shareholders deficit
2009 | 2008 | |||||||
$000 | $000 | |||||||
Loss for the financial year |
(3,762 | ) | (17,315 | ) | ||||
Share based payments (note 26) |
561 | 448 | ||||||
Foreign exchange gain arising on consolidation |
15,723 | 22,032 | ||||||
Net increase in total shareholders funds |
12,522 | 5,165 | ||||||
Total shareholders deficit at 1 October |
(16,964 | ) | (22,129 | ) | ||||
Total shareholders deficit at 30 September |
(4,442 | ) | (16,964 | ) | ||||
19. Capital commitments
2009 | 2008 | |||||||
$000 | $000 | |||||||
Capital expenditure that has been contracted for but has not been provided
for in the financial statements |
4,030 | 2,305 | ||||||
20. Financial commitments
At 30 September 2009 the group had annual commitments under non-cancellable operating leases
as follows:
Land and | Plant and | |||||||||||||||
Buildings | Machinery | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
$000 | $000 | $000 | $000 | |||||||||||||
Expiring within one year |
| 733 | 58 | 38 | ||||||||||||
Expiring between two and five years inclusive |
2,304 | 1,372 | 288 | 322 | ||||||||||||
Expiring after five years |
529 | | | | ||||||||||||
2,833 | 2,105 | 346 | 360 | |||||||||||||
21. Reconciliation of operating profit to net cash inflow from operating activities
2009 | 2008 | 2007 | ||||||||||
$000 | $000 | $000 | ||||||||||
Operating profit |
32,838 | 23,433 | 13,876 | |||||||||
Depreciation of tangible fixed assets |
9,990 | 10,033 | 7,577 | |||||||||
Amortisation of intangible fixed assets |
10,556 | 10,528 | 10,533 | |||||||||
Loss on disposal of tangible fixed assets |
162 | 52 | 113 | |||||||||
Amortisation of deferred government grants |
(85 | ) | (77 | ) | | |||||||
(Increase)/decrease in stocks |
(1,929 | ) | 1,243 | (4,124 | ) | |||||||
Increase in debtors |
(551 | ) | (4,413 | ) | (3,659 | ) | ||||||
Increase in creditors |
3,456 | 2,653 | 5,982 | |||||||||
Exchange differences |
(1 | ) | 284 | (155 | ) | |||||||
Share-based payments |
561 | 448 | 421 | |||||||||
Net cash inflow from operating activities |
54,997 | 44,184 | 30,564 | |||||||||
23
22. Reconciliation of net cash flow to movement in net debt
2009 | 2008 | 2007 | ||||||||||
$000 | $000 | $000 | ||||||||||
Opening net debt |
(273,707 | ) | (301,447 | ) | (258,628 | ) | ||||||
Increase in cash in the year |
21,303 | 8,091 | 9,019 | |||||||||
Cash outflow/(inflow) from changes in debt financing |
3,023 | 11,168 | (19,470 | ) | ||||||||
Change in net debt resulting from cash flows |
24,326 | 19,259 | (10,451 | ) | ||||||||
Non-cash movements (note 23) |
(16,100 | ) | (18,055 | ) | (15,845 | ) | ||||||
Exchange movements (note 23) |
19,057 | 26,536 | (16,523 | ) | ||||||||
Net debt at 30 September |
(246,424 | ) | (273,707 | ) | (301,447 | ) | ||||||
23. Analysis of net debt
At 1 October | Cash | Non-Cash | Exchange | At 30 September | ||||||||||||||||
2008 | Flows | Movements | Movements | 2009 | ||||||||||||||||
$000 | $000 | $000 | $000 | $000 | ||||||||||||||||
Cash |
20,438 | 21,303 | | (1,285 | ) | 40,456 | ||||||||||||||
Loan from immediate parent
company |
(92,316 | ) | 298 | (12,519 | ) | 9,150 | (95,387 | ) | ||||||||||||
Bank loans (net of issue costs) |
(200,802 | ) | 1,909 | (3,552 | ) | 11,082 | (191,363 | ) | ||||||||||||
Hire purchase and finance lease
arrangements |
(1,027 | ) | 816 | (29 | ) | 110 | (130 | ) | ||||||||||||
Total |
(273,707 | ) | 24,326 | (16,100 | ) | 19,057 | (246,424 | ) | ||||||||||||
At 1 October | Cash | Non-Cash | Exchange | At 30 September | ||||||||||||||||
2007 | Flows | Movements | Movements | 2008 | ||||||||||||||||
$000 | $000 | $000 | $000 | $000 | ||||||||||||||||
Cash |
14,192 | 8,091 | | (1,845 | ) | 20,438 | ||||||||||||||
Loan from immediate parent
company |
(91,232 | ) | | (13,808 | ) | 12,724 | (92,316 | ) | ||||||||||||
Bank loans (net of issue costs) |
(222,309 | ) | 10,178 | (4,172 | ) | 15,501 | (200,802 | ) | ||||||||||||
Hire purchase and finance lease
arrangements |
(2,098 | ) | 990 | (75 | ) | 156 | (1,027 | ) | ||||||||||||
Total |
(301,447 | ) | 19,259 | (18,055 | ) | 26,536 | (273,707 | ) | ||||||||||||
Non-cash movements primarily relate to the accrual of rolled-up interest on the loan from the
immediate parent company, the accrual of rolled-up interest on the mezzanine bank loan facility and
the amortisation of lending costs.
24. Financial instruments
Objectives, policies and strategies
The main financial risks faced by the group are the need to ensure that sufficient funds are
available for operations and planned expansions, and the cash flow and fair value interest rate
risk resulting from variable rate interest bearing liabilities. Sufficient funds are made available
for operations and planned expansion through the use of long-term loans and short-term debt
finance.
Interest rate cash flow risk is managed through the use of derivative financial instruments
linked to the groups long-term loan financing. At 30 September 2009 the group had in place
financial
24
derivative arrangements whereby 50% (2008: 100%) of the bank loans are effectively fixed at
rates between 4.9875% and 5.3000%.
The group uses fixed rate interest finance lease instruments to finance certain capital
expenditure projects. The rates are fixed at the time of each draw down and each draw down is
repaid over the lease term in equal monthly instalments.
The groups financial instruments can be categorised as follows:
Assets at | ||||||||||||
Fair Value | ||||||||||||
Through | ||||||||||||
Loans and | Profit and | |||||||||||
Receivables | Loss | Total | ||||||||||
$000 | $000 | $000 | ||||||||||
Assets at 30 September 2009 |
||||||||||||
Trade debtors |
26,090 | | 26,090 | |||||||||
Prepayments and accrued income |
1,921 | | 1,921 | |||||||||
Cash at bank and in hand |
40,456 | | 40,456 | |||||||||
68,467 | | 68,467 | ||||||||||
Assets at 30 September 2008 |
||||||||||||
Trade debtors |
26,344 | | 26,344 | |||||||||
Prepayments and accrued income |
2,306 | | 2,306 | |||||||||
Derivative financial instruments |
| 87 | 87 | |||||||||
Cash at bank and in hand |
20,438 | | 20,438 | |||||||||
49,088 | 87 | 49,175 | ||||||||||
Liabilities at | ||||||||||||
Fair Value | ||||||||||||
Through | Other | |||||||||||
Profit and | Financial | |||||||||||
Loss | Liabilities | Total | ||||||||||
$000 | $000 | $000 | ||||||||||
Liabilities at 30 September 2009 |
||||||||||||
Trade and other creditors excluding statutory liabilities |
| 36,022 | 36,022 | |||||||||
Derivative financial instruments |
1,153 | | 1,153 | |||||||||
Bank loans |
| 191,363 | 191,363 | |||||||||
Hire purchase and finance lease arrangements |
| 130 | 130 | |||||||||
Loan from immediate parent company |
| 95,387 | 95,387 | |||||||||
1,153 | 322,902 | 324,055 | ||||||||||
Liabilities at 30 September 2008 |
||||||||||||
Trade and other creditors excluding statutory liabilities |
| 37,054 | 37,054 | |||||||||
Derivative financial instruments |
1,473 | | 1,473 | |||||||||
Bank loans |
| 200,802 | 200,802 | |||||||||
Hire purchase and finance lease arrangements |
| 1,027 | 1,027 | |||||||||
Loan from immediate parent company |
| 92,316 | 92,316 | |||||||||
1,473 | 331,199 | 332,672 | ||||||||||
25
Fair value of derivative financial instruments
The carrying values of derivative financial instruments classified as held for trading, and
which do not meet the criteria for hedge accounting, in the balance sheet are as follows:
Assets | Liabilities | Total | ||||||||||
$000 | $000 | $000 | ||||||||||
Interest rate swap arrangements: |
||||||||||||
At 1 October 2007 |
562 | (466 | ) | 96 | ||||||||
Net charge to the profit and loss account |
(448 | ) | (1,007 | ) | (1,455 | ) | ||||||
Exchange adjustments |
(27 | ) | | (27 | ) | |||||||
At 30 September 2008 |
87 | (1,473 | ) | (1,386 | ) | |||||||
At 1 October 2008 |
87 | (1,473 | ) | (1,386 | ) | |||||||
Net credit to the profit and loss account |
(77 | ) | 335 | 258 | ||||||||
Exchange adjustments |
(10 | ) | (15 | ) | (25 | ) | ||||||
At 30 September 2009 |
| (1,153 | ) | (1,153 | ) | |||||||
Fair values of financial assets and liabilities
Fair values of financial assets and liabilities are disclosed below:
2009 | 2009 | 2008 | 2008 | |||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Value | Value | Value | Value | |||||||||||||
$000 | $000 | $000 | $000 | |||||||||||||
Primary financial instruments held or issued to
finance the groups operations: |
||||||||||||||||
Short-term borrowings |
| | (2,007 | ) | (2,007 | ) | ||||||||||
Long-term borrowings (including loan from
immediate parent company) |
(286,750 | ) | (1,973,174 | ) | (291,111 | ) | (1,237,746 | ) | ||||||||
Hire purchase and finance leases arrangements |
(130 | ) | (130 | ) | (1,027 | ) | (1,027 | ) | ||||||||
Cash at bank and in hand |
40,456 | 40,456 | 20,438 | 20,438 | ||||||||||||
Derivative financial instruments held to manage
the interest rate cash flow risk: |
||||||||||||||||
Derivative financial instruments net |
(1,153 | ) | (1,153 | ) | (1,386 | ) | (1,386 | ) | ||||||||
(247,557 | ) | (1,934,001 | ) | (275,093 | ) | (1,221,728 | ) | |||||||||
The fair value of short term borrowings and finance leases approximates to book value, given
the impact of discounting is not material in the opinion of the directors. The fair value of long
term borrowings have been calculated by discounting expected future cash flows using a rate of
10.34% (2008: 12.06%; 2007: 11.75%) being the groups weighted average cost of capital. The fair
values of the financial derivatives have been calculated by discounting expected future cash flows
based on the prevailing market conditions. The above table excludes trade and other
debtors/creditors, which have fair values equal to or which approximate to their carrying value.
Maturity analysis of financial liabilities
The maturity of long term borrowings and finance leases is disclosed in note 13.
26
25. | Related party transactions |
The group has taken advantage of the exemption provided within FRS 8, not to disclose
transactions with subsidiary undertakings, 90% or more of whose voting rights are controlled within
the group.
On 8 September 2006 Lion/Stove Acquisition Limited and Kettle Foods Holdings, Inc., entered
into an agreement with Lion Capital LLP for the provision of certain financial and advisory
services to those companies and their subsidiaries. These services could not otherwise be obtained
by the group without the addition of personnel or the engagement of external professional advisors.
The charges raised in the year ended 30 September 2009 amounted to $655,000 (2008: $672,000;
2007: $468,000). An amount of $655,000 (2008: $672,000; 2007: 595,000) has been charged to the
consolidated profit and loss account. At 30 September 2009, an amount of $5,000 (2008: $14,000;
2007: $14,000) in relation to accrued expenses was included within accruals and deferred income.
26. | Share-based payments |
Lion/Stove Cayman L.P., a partnership registered in the Cayman Islands, was established on 21
March 2007, at which time it became the ultimate parent undertaking of the company.
12,500 units of the Class B interests in the partnership have been issued to group employees
for a fair value, as determined by the directors. The unconditional rights to the Class B interests
only crystallise on the occurrence of certain defined exit events. As such the fair value
determined under FRS 20 at the issue date has been expensed on a straight-line basis over a prudent
estimate of the period to which it is expected that a defined exit event will occur. The charge for
the year ended 30 September 2009 of $561,000 (2008: $448,000; 2007: $421,000) has been recognised
within operating profit and the related credit has been recognised in equity.
27. | Ultimate controlling party and immediate parent companies |
The companys immediate parent company is Lion/Stove Luxembourg Investment S.à.r.l.
The ultimate parent undertaking is Lion/Stove Cayman L.P., a partnership registered in the
Cayman Islands. The directors regard the ultimate controlling party to be certain funds managed by,
or advised by, Lion Capital LLP.
28. | Reconciliation between U.K. generally accepted accounting principles with U.S. generally accepted accounting principles for the years ended 30 September 2009 and 30 September 2008. |
Accounting principles
The consolidated financial statements of Lion/Stove Luxembourg Investment 2 S.à.r.l have been
prepared in accordance with U.K. GAAP which differs from U.S. GAAP in certain respects.
Material differences between U.K. GAAP and U.S. GAAP
A description of the relevant accounting principles which differ materially is given below.
a. Goodwill and other intangibles
Under U.K. GAAP the group has goodwill arising from business combinations calculated as the
excess of the consideration over the fair values of net assets acquired. There is no requirement to
identify and assign values to separately identifiable intangible assets such as customer contracts/
relationships and trademarks. The resulting goodwill is capitalised and amortised on a straight
line basis over its estimated useful life, in this case, 20 years.
27
Under U.S. GAAP business combinations are accounted for using purchase accounting and goodwill
is calculated as the excess of consideration over the fair value of the combination of the net
tangible assets and separately identifiable intangible assets. While definite lived intangible
assets are amortised over their useful lives, goodwill is not amortised, but tested for impairment
at least once annually. The group has revised the original purchase accounting adopted under U.K.
GAAP for U.S. GAAP purposes to recognise intangible assets in respect of customer relationships and
trademarks; to recognise deferred tax liabilities associated with these assets (see note c); and to
recognise an adjustment to inventory valuation (see note d). This has resulted in total reduction
to goodwill of $53,611,000 at 30 September 2009 and $64,101,000 at 30 September 2008 to
$124,094,000 at 30 September 2009 and 2008.
Customer relationships recognised are being amortised over a life of 6 8 years and
trademarks are being amortised over 20 year period. Goodwill is not amortised but has been assessed
for impairment at each balance sheet date. The U.K. GAAP goodwill amortisation has hence been
written back and replaced with amortisation of intangible assets amounting to a net decrease in
shareholders deficit of $2,408,000 (reversal of goodwill amortisation of $10,490,000 net of U.S.
GAAP amortisation on intangible assets of $8,082,000) for the year ended 30 September 2009 and
$2,378,000 (reversal of goodwill amortisation of $10,490,000 net of U.S. GAAP amortisation on
intangible assets of $8,112,000) for the year ended 30 September 2008.
As a result of these adjustments, intangible assets of $110,447,000 (comprising trademarks of
$93,424,000 and customer relationships of $17,023,000) and $118,529,000 (comprising trademarks of
$98,939,000 and customer relationships of $19,590,000) have been recognised net of amortisation at
30 September 2009 and 2008 respectively. The impact of these adjustments to goodwill and intangible
assets as at 30 September 2009 and 30 September 2008 is summarised in the tables below:
2009 | 2008 | |||||||
$000 | $000 | |||||||
U.K. Goodwill gross carrying value as at 30 September |
209,807 | 209,807 | ||||||
U.K. GAAP Accumulated amortisation at 30th September |
(32,102 | ) | (21,612 | ) | ||||
U.K. GAAP goodwill net carrying value as at 30 September |
177,705 | 188,195 | ||||||
Reversal of goodwill amortisation |
32,102 | 21,612 | ||||||
Reclassification as intangible assets |
(135,409 | ) | (135,409 | ) | ||||
Impact of inventory adjustment (see note d below) |
(1,568 | ) | (1,568 | ) | ||||
Deferred tax on inventory adjustment (see note d below) |
470 | 470 | ||||||
Deferred tax on Intangible assets (see note c below) |
50,794 | 50,794 | ||||||
Total cumulative adjustment |
(53,611 | ) | (64,101 | ) | ||||
U.S. GAAP Goodwill |
124,094 | 124,094 | ||||||
U.K. GAAP intangible assets gross carrying value as at 30 September |
134 | 149 | ||||||
U.K. GAAP Accumulated amortisation as at 30 September |
(134 | ) | (75 | ) | ||||
| 74 | |||||||
Elimination of residual U.K. GAAP balances |
| (74 | ) | |||||
Additional intangible assets identified |
135,409 | 135,409 | ||||||
Accumulated amortisation |
(24,962 | ) | (16,880 | ) | ||||
U.S. GAAP other intangibles |
110,447 | 118,529 | ||||||
28
b. Income taxes
Under U.S. GAAP deferred tax is recognised in respect of roll over gains whilst under U.K.
GAAP it is not. This has resulted in an adjustment of $394,000 to increase the deferred tax
liability and tax charge for 2009. This rollover gain arose from compensation for assets destroyed
by a fire some years ago that was reinvested in replacement assets. This treatment was confirmed
with the tax authorities during 2009.
c. Taxation on Purchase Price Accounting Intangible assets
The amortisation arising on separable intangible assets (see adjustment a) is not tax
deductible and therefore leads to a temporary difference. As a result, under U.S. GAAP a deferred
tax liability of $50,794,000 would have been recognised on acquisition in respect of the intangible
assets arising. An adjustment has been made to record deferred tax liabilities of $41,383,000 and
$44,351,000 as at 30 September 2009 and 2008, respectively. A tax credit of $2,968,000 has been
recognised in the income statements for each of the years ended 30 September 2009 and 2008.
d. Purchase Price Accounting Inventory fair value adjustment
As part of purchase price accounting under U.S. GAAP inventories were revalued and increased
by $1,568,000. This revaluation lead to a temporary timing difference and a deferred tax liability
of $470,000 was also recognised at the acquisition date. The net impact of these adjustments was to
increase goodwill by $1,098,000.
e. Reclassification of equity as net debt
For
the purposes of U.K. GAAP the Convertible preferred equity
certificates of 25 each (of
which 1,020,141 are in issue) are treated as equity. Reflecting the legal form of these
instruments, for the purposes of U.S. GAAP, they are treated as debt. As a result an adjustment has
been recorded to decrease shareholders equity by an amount of $14,914,000 (carrying value of
$13,068,000 together with accumulated foreign exchange differences of $1,846,000) at 30 September
2009 and of $14,328,00 (carrying value of $13,068,000 together with accumulated foreign exchange
differences of $1,260,000). As the instruments are denominated in Euro foreign exchange losses of
$586,000 and gains of $183,000 have been recognized directly in shareholders equity in respect of
the year ended 30 September 2009 and the year ended 30 September 2008.
1 Adjustments to net income
Notes | 2009 | 2008 | ||||||||||
$000 | $000 | |||||||||||
Loss attributable to ordinary shareholders in accordance with U.K.
GAAP |
(3,762 | ) | (17,315 | ) | ||||||||
U.S. GAAP adjustments: |
||||||||||||
Purchase Price accounting Intangible |
a | (8,082 | ) | (8,112 | ) | |||||||
Purchase Price accounting Goodwill |
a | 10,490 | 10,490 | |||||||||
Taxation |
b | (394 | ) | | ||||||||
Taxation Deferred tax |
c | 2,968 | 2,968 | |||||||||
Net income/(loss) attributable to ordinary shareholders in accordance
with U.S. GAAP |
1,220 | (11,969 | ) | |||||||||
29
2 Adjustments to Shareholders deficit
Notes | 2009 | 2008 | ||||||||||
$000 | $000 | |||||||||||
Shareholders deficit in accordance with U.K. GAAP |
(4,442 | ) | (16,964 | ) | ||||||||
Cumulative opening reserves adjustment |
||||||||||||
- Goodwill |
a | (64,101 | ) | (74,591 | ) | |||||||
- Intangible assets |
a | 118,529 | 126,641 | |||||||||
- Deferred tax liability |
c,d | (44,351 | ) | (47,319 | ) | |||||||
- Reclassify equity as debt |
e | (14,328 | ) | (14,511 | ) | |||||||
Total opening adjustments |
(4,251 | ) | (9,780 | ) | ||||||||
Current period adjustment |
||||||||||||
- Goodwill |
a | 10,490 | 10,490 | |||||||||
- Intangibles |
a | (8,082 | ) | (8,112 | ) | |||||||
- Taxation rollover gain |
b | (394 | ) | | ||||||||
- Taxation Deferred tax |
c | 2,968 | 2,968 | |||||||||
- Reclassify equity as debt |
e | (586 | ) | 183 | ||||||||
Total current period adjustments |
4,396 | 5,529 | ||||||||||
Shareholders (deficit) in accordance with U.S. GAAP |
(4,297 | ) | (21,215 | ) | ||||||||
30