Annual Report & Accounts 2017
1 Finsbury Food Group
Annual Report & Accounts 2017
Highlights
Achieving
growth
The Company has delivered resilient UK sales
in a deflationary market, with the impact of
UK retail food market deflation in the period
offset by the impact of innovation in cake
and growth in speciality bakery ranges.
Highlights
These figures are for the 52 weeks ended 1 July 2017 and 53 weeks ended 2 July 2016 unless stated otherwise.
Adjusted Operating Profit
Adjusted Profit Before Tax
2017
(52 weeks)
£000
2016
(53 weeks)
£000
2017
(52 weeks)
£000
2016
(53 weeks)
£000
Results from operating activities
13,564
12,791
Profit before tax
13,038
11,804
Significant non-recurring items
– SNR (refer to Note 4 for detail)
Difference between defined benefit
pension scheme charges and cash cost
Movement in the fair value of foreign
exchange contracts
Adjustments SNR and other items
Adjusted results from operating activities
4,000
4,290
(200)
(117)
71
3,871
17,435
134
4,307
17,098
Impact of 53rd week
-
(371)
Adjusted results from operating activities
for 52 weeks
Significant non-recurring items
– SNR (refer to Note 4 for detail)
Difference between defined benefit pension
scheme charges and cash cost
Movement in the fair value of interest rate swaps
Movement in the fair value of foreign
exchange contracts
Adjustments SNR and other items
4,000
4,290
4
(555)
71
3,520
31
(219)
134
4,236
Adjusted profit before tax
16,558
16,040
Impact of 53rd week
-
(358)
17,435
16,727
Adjusted profit before tax for 52 weeks
16,558
15,682
Adjusted operating profit and profit before tax exclude significant non-recurring and other items as shown in the tables above and includes amortisation of intangibles.
The adjusted operating profit has been given as in the opinion of the Board this will allow shareholders to gain a clearer understanding of the trading performance
of the Group.
Like for like growth is calculated using financial data for the prior year for a 52 week period. The 52 week period is calculated by eliminating the result for the 53rd
week in the financial year ended 2 July 2016.
Adjusted diluted EPS has been calculated using earnings excluding the 53rd week in the prior year, amortisation of intangibles, significant non-recurring and other
items as shown in the tables above. The adjusted diluted EPS has been given as in the opinion of the Board this will allow shareholders to gain a clearer understanding
of the trading performance of the Group.
The Financial Review section within the Strategic Report provides further details on the adjusted profits.
2 Finsbury Food Group
Annual Report & Accounts 2017
Group Revenue
£314.3m
0.2%
Adjusted Operating Profit
£17.4m
4.2%
Adjusted Profit before Tax
Adjusted EBITDA
£16.6m
5.6%
Capital Investment
£12.5m
3.3%
Total Dividend
3.0p
7.1%
£24.9m
2.7%
Adjusted EPS
9.8p
2.1%
Net Debt
£17.5m
11.2%
Strategic Highlights
• Capital investment including a new state of the art cake line which will be
fully operational in financial year 17/18, an exciting new cupcake capability
to augment the Group’s licensed product range and a range of packing
automation investments.
• New artisan bread facility opened, baking for retail and foodservice
customers.
• Sales to continental Europe up 15% to £38.1m.
• Entered into consultation to close Grain D’Or, the loss making site in North
London which manufactures premium baked goods in the UK pastry sector.
Contents
01 Highlights
03 Chairman’s Statement
05 Chief Executive’s Report
09 Strategic Report
20 Report on Corporate Governance
21 The Directors
23 Directors’ Report
25 Audit Committee Report
27
Directors’ Remuneration Report
(unaudited)
28
Directors’ Remuneration Policy Report
(unaudited)
33
Statement of Directors’ Responsibilities
in Respect of the Annual Report and
the Financial Statements
34
Independent Auditor’s Report to the
Members of Finsbury Food Group Plc
38
Consolidated Statement of Profit
and Loss and Other Comprehensive
Income
39
Consolidated Statement
of Financial Position
40
Consolidated Statement
of Changes in Equity
41 Consolidated Cash Flow Statement
42
Notes to the Consolidated Financial
Statements
72 Company Balance Sheet
73
Company Statement of Changes
in Equity
74
Notes to the Company’s Financial
Statements
• Employee engagement programme commences following on from
successful roll out of vision and values throughout the Group.
82 Advisers
• A new multiyear licensing agreement with Thorntons and new brand licence
engagements with Mary Berry and Mars, with a range of Mary Berry cakes
launched in the second half of the year.
• Winner of Celebration Cake Business of the year for 2016 at the Bakery
Industry Awards and multiple food quality awards: Quality food award,
Café Quality food award, Grocer Own Label innovation award and
International Licensing award.
Unless stated otherwise stated the figures quoted for the prior year are for a 53 week period.
3 Finsbury Food Group
Annual Report & Accounts 2017
Chairman’s Statement
" We will continue to work hard
to run our existing businesses
as efficiently and effectively
as possible whilst investing
for the future..."
Peter Baker
Non-Executive Chairman
Achieving
our objectives
£314.3m
The Group's revenue for the 52
weeks was £314.3m, up 0.3%, on
a like for like basis, compared to
last year's adjusted 52 week figure.
£16.6m
Adjusted profit before tax is
£16.6m, up 5.6% from £15.7m
in 2016 on a like for like basis.
£17.5m
Total net debt is £17.5m, down
£2.2m from £19.7m reported
in the prior year.
3.0p
The total dividend for the year is
3.0p per share, up 7% from last
year's dividend of 2.8p per share.
4 Finsbury Food Group
Annual Report & Accounts 2017
We continue to make good progress
in line with our stated aim of becoming
a leading speciality bakery group
in the UK.
We have delivered a resilient performance despite
the changing consumer and customer dynamics
and the challenging economic environment for
food manufacturers across the industry, which
has made the journey somewhat slower and
harder than expected. The Board has reviewed
the Group’s strategy in the light of these external
changes and has concluded that there is no need
for any radical change of direction and we still
firmly believe we are set on the right path to
achieve our goal. We will continue to work hard
to run our existing businesses as efficiently and
effectively as possible whilst investing for the
future and keeping a solid balance sheet that can
be utilised, as and when the right opportunities
present themselves.
The Board welcomed Bob Beveridge as a
Non-Executive Director in July and he will be
joining the Audit Committee. The new Group
management structure has bedded in well and
is delivering the scale opportunities and benefits
expected, whilst preserving our largely
decentralised site system.
The Results
The Group’s revenue for the 52 weeks was
£314.3m, up 0.3%, on a like for like basis,
compared to last year’s adjusted 52 week figure.
Profit before tax at £13.0m is up from £11.8m
in the prior period, which on an adjusted and
like for like basis is £16.6m versus £15.7m,
representing a 5.6% increase. Debt is at 0.7
times EBITDA.
This result delivers on our expectations and
has been achieved against a deflationary UK
retail food market which is changing in terms
of channel balance, as consumers shop in less
traditional ways. This has led to an upswing
in the discounter’s market share and online
gains. Specific cost issues, that relate to the
current weakness of Sterling and increased
costs of the new national living wage have
also had to be overcome through efficiency
gains and price adjustment. The European
business has performed strongly this year
and has demonstrated the benefit of having
a diversified portfolio. A full financial review
is available further on in the Report.
This outcome has not been easy to achieve
and has only been possible because of our
Board’s long-term focus on driving efficiency
and managing costs, as well as the hard work
of Finsbury’s committed team. This was
demonstrated when the Board was presented
with the results of the first Group employee
engagement survey. The participation was
excellent and the results gratifying, with only
a few areas marked for improvement.
Investing for the Future
The Group’s capital investment of £12.5m
means we have completed, or are in the throes
of completing, some very important strategic
projects. A new cake line is coming on stream
in Cardiff and there is a new IT system being
rolled out which will give a common platform
for the whole business. The benefits of these
and other projects will help improve our overall
productivity and offset increases in our cost base.
In light of the current environment, we maintain
a strong focus on investing in our future. With this
in mind we plan to invest in new plant, equipment
and systems to further improve efficiency,
product quality and our capability in sustainable
and environmentally-responsible manufacturing.
We continually assess our role within various
product markets and are committed to critically
reviewing our presence in those that are less
successful. To this end the Company has entered
into consultation with the workforce of Grain D’Or,
the Group’s loss making pastry factory in North
London, to close the site. This consultation will
conclude mid-October.
Strategy for Continued Growth
The licensing of brands is an important part of the
business and we have worked hard to improve
and strengthen our relationships with existing
licensees and we were delighted to launch a
range of Mary Berry cakes in the second half
of the year.
We continue to win awards for our products and
to add to our capabilities, such as in a new cupcake
line and an artisan bread production facility,
both meeting the needs of changing consumer
demands. In the same way, our new product
development is increasingly directed towards
providing healthier and more convenient
products.
Development of the foodservice channel is also
an ongoing target for growth alongside any
business acquisitions that meet our criteria.
Finally, on behalf of the Board I would like to thank
everyone who works at Finsbury for delivering
another successful year. Their passion, energy
and contribution continues to drive the
business forward.
Dividends
The final dividend per share of 2.0p will take the
total dividend for the year to 3.0p per share, up
7% from last year’s dividend of 2.8p per share.
5 Finsbury Food Group
Annual Report & Accounts 2017
Chief Executive’s Report
" The Group is now one of
the largest speciality bakery
groups in the UK with a small
but fast growing European
business."
John Duffy
Chief Executive Officer
Achieving
efficiency
£12.5m
FY17 saw the second consecutive
year of record capital investment at
£12.5m, some 181% of depreciation,
as we further strengthen the Group's
growth capacity, product capability,
efficiency and cost competitiveness.
68%
Having successfully rolled out
our vision and values last year,
we completed our first Group
employee engagement survey,
with an engagement score
of 68%, to establish a base
for future improvement.
£38.1m
A 15% rise in sales to continental
Europe, demonstrating the
benefits of geographic
diversification.
6 Finsbury Food Group
Annual Report & Accounts 2017
Since joining the Company in 2009,
our team has been keenly focused
on creating strong foundations and
a competitive cost base to ensure
that we are in a solid position to
weather industry-wide challenges.
Driving efficiency and scale has been a long-term
focus for Finsbury and has represented the
rationale behind a range of initiatives we have
implemented over recent years.
With this in mind, having been operating within
a deflationary UK grocery food market during
the period under review, the effectiveness of
these initiatives has been tested. Therefore I am
pleased to report on the solid performance and
trading resilience the Group has demonstrated
against the headwinds posed by sustained Sterling
devaluation and high input costs experienced
during FY 2017. This performance, which includes
growth in both Group sales and profit in the year
on a like for like basis, follows several years of
very strong organic and acquisition-led growth
and demonstrates the benefits of the investment
and diversification strategy implemented over
recent years. Additionally, our strong cashflow
and robust balance sheet allowed us to both
reduce debt and increase our dividend whilst
continuing to invest to strengthen our business
for the future.
The Group is now one of the largest speciality
bakery groups in the UK with a small but fast
growing European business. The latter performed
particularly strongly as it benefited from
improved celebration cake and free from product
ranges and was boosted by the exchange rate
tailwind from a weaker Sterling.
All food manufacturers and their customers
have had to navigate the transition from the
deflationary food market of recent years to the
inflationary environment evident throughout
the second half and beyond. Sterling’s structural
decline amplified typically cyclical commodity
input cost increases for UK manufacturers
importing many of their ingredients. The National
Living Wage has similarly amplified annual labour
cost inflation throughout the labour intensive
food and agriculture sector and indeed beyond.
This trend looks set to continue for some time
with high profile butter price hikes, driven by
increased demand and a supply shortfall, the
most significant example in recent months.
This market transition has seen us work
proactively with our brand partners and customers
to revise our product, pricing and promotional
portfolio to strike the right sustainable balance
of providing value for consumers whilst delivering
on margin requirements. These are difficult
customer conversations and whilst diminished
promotional spend reduced sales growth in the
short-term, operating margin was successfully
maintained in FY17 in conjunction with our
internal efficiency improvement initiatives
and recent capital investment.
Strategic Investment Underpinning
the Future
Finsbury’s goal is to ensure that the Group is well
positioned to maintain pricing for consumers and
to remain a low cost producer for customers.
These resilient results are testament to the
importance of continually investing in our
operations in order to improve overall productivity
and offset increases in the Group’s cost base.
FY17 saw the second consecutive year of record
capital investment at £12.5m, some 181%
of depreciation, as we further strengthen the
Group’s growth capacity, product capability,
efficiency and cost competitiveness.
This has seen the installation of a new automated
whole cake line in an upgraded bakery at our
Cardiff site. This is currently undergoing product
commissioning for full production in FY18.
We have also opened a new artisan bread bakery
at our Salisbury site. Both of these will enable
future growth aligned to changing consumer
demand for premium, healthy and authentic
product ranges across different market channels.
The second major investment area is focused
on redesigning our business processes to drive
scale and efficiency across the Group businesses.
This standardisation of process across all sites
in the Group establishes agreed best practice
and this is then embedded within the roll out
of our new ERP IT platform across the Group
during the first half of FY18.
The third major investment area, largely non
capital expenditure, is our ‘people’ strategy.
Having successfully rolled out our vision and
values last year, we completed our first Group
employee engagement survey, with an
engagement score of 68%, to establish a base
for future improvement. A new Group-wide
talent management system and an associated
management development programme were
also successfully deployed during the year to
nurture the development of both today’s and,
importantly, tomorrow’s leaders.
7 Finsbury Food Group
Annual Report & Accounts 2017
Chief Executive’s Report
" Finsbury's goal is to ensure that the
Group is well positioned to maintain
pricing for consumers and to remain
a low cost producer for customers."
Finally, we have entered into consultation for the
closure of Grain D’Or, the Group’s loss-making
pastry factory. Over the two and a half year
period since acquisition we have been working
closely with management of this site to stem
the losses it experienced. However, although
improvements have been made, the ongoing
pressures from commodity and labour cost
increases has made it difficult to maintain
customer contracts. The cost to close, if seen
as an investment, will be justified by the reduction
in losses. The Group will update the market
following the completion of the consultation
process and, depending on the outcome,
will outline the financial consequences
of any decision.
A Consistent Strategy
for Uncertain Times
Our vision is to be a leading speciality bakery
Group which produces a broad range of high
quality products for growing channels and market
niches, delivers growth and differentiation for
our major customers, and fulfills end-consumer
requirements. Our focus is on the UK but
increasingly we are extending our reach
into Europe.
We operate in competitive sectors and markets,
supplying brand partners and customers with
innovative, safe and high quality bakery products
which anticipate and fulfil consumer trends,
are efficiently and sustainably made and offer
great value. These results show that this
strategy has delivered results for the Group.
Additional investment to better
understand consumer needs and category
growth opportunities complements the product,
business process and people investment outlined
previously. Our ability to leverage scale and best
practice intellectual property across the Group,
whilst delivering for individual customers and
brand partners, is central to our continued
competitiveness and underpins our growth
ambitions. It is rewarding to see Group businesses
winning a number of externally recognised
industry and customer food awards, whilst also
extending and deepening our licensed brand
relationships with both existing partners such
as Thorntons and Mars, as well as new partners
such as Mary Berry.
In line with our stated growth strategy the Group
has continued to explore acquisition opportunities
that fit strategically and meet our value criteria.
However, none were successful in the year as
valuations remained unrealistic given known
market headwinds. More challenging market
conditions may provide new acquisition
opportunities in the year ahead and we remain
patient. Meanwhile there are ample opportunities
identified to further strengthen and optimise
our current Group businesses.
I would like to thank my Board, Executive teams
and the thousands of colleagues across Finsbury
for their continued commitment and hard work
in baking great food products every day and in
particular, to those individuals which drive the
investment and change programmes on top
of their other day job responsibilities.
The business environment isn’t going to get any
easier but I remain confident that Finsbury has
the right people, investment approach and M&A
strategy to deliver growth in the years ahead,
delivering value for employees, customers
and shareholders alike.
8 Finsbury Food Group
Annual Report & Accounts 2017
Our business expertise and our baking skills continue
to win industry accolades. The Bakery Industry Awards
crowned us Celebration Cake Business of the year,
while the International Licensing industry awarded
us Best Licensed Food Product. Among many other
successes were the Quality food award, the Café
Quality food award and the Grocer Own Label
Innovation award.
9 Finsbury Food Group
Annual Report & Accounts 2017
Strategic Report
Our vision is to be a leading speciality
bakery group producing a broad
range of high quality products
targeted at growing channels and
market niches and which deliver
growth and differentiation for our
customers whilst fulfilling the needs
of end consumers.
Our focus is the UK but increasingly we are
extending our reach into Europe, particularly
for cake products.
Our growth strategy will be delivered by a
combination of organic growth and targeted
acquisitions. We will invest to consolidate and
grow within existing areas, such as round cakes
and artisan bread. We will also invest to expand
our capabilities into new product formats and
capability. This investment will accompany
and facilitate the diversification of our product
capability into new channels such as foodservice
cake and gluten free. Further acquisitions will
introduce new product, customer or channel
diversification or accelerate market consolidation
in our core product areas.
Our Markets
The total UK ambient cake market (including
pre-packed cake and in-store bakery (ISB)) is
valued at over £938 million (source: Symphony
IRI, 52 w/e 19 August 2017). The annual retail
bread and morning goods market has a value
of £4.0 billion (source: Kantar Worldpanel 52
weeks to 16 July 2017). The UK foodservice
bread and morning goods bakery sector is worth
approximately £836 million per annum. The UK
foodservice cake and sweet treat bakery sector
is worth approximately £494 million per annum
(source: UK foodservice data derived from
NPD Crest w/e 30 June 2017).
Our Business
The Group consists of the UK bakery and
the overseas sector businesses.
UK Bakery
UK bakery has eight factories each with its
own range of products and manufacturing
capabilities and employing in excess of 3,000
people across the following bakery companies:
• Lightbody of Hamilton Ltd is based in
Hamilton and is the UK’s largest supplier
of celebration cakes.
• Memory Lane Cakes Ltd is based in Cardiff
and is the leading manufacturer of the UK
retailers own label sharing cake.
• Fletchers Group of Bakeries has three
factories located in Sheffield, Manchester
and London. It produces a wide range of
fresh and frozen bread and morning goods
products, which are distributed to leading
UK retailers and foodservice customers.
• Johnstone’s Food Service Ltd is based in
East Kilbride and produces bite style cake
products, including its renowned caramel
shortcake. It supplies foodservice customers,
particularly national coffee shop chains.
• Nicholas & Harris Ltd is based in Salisbury
and produces a range of speciality bread and
morning goods which are distributed to UK
retailers and foodservice customers.
• Campbells Cake Company Ltd is based in
Twechar near Glasgow and produces cold set
products such as caramel shortbread and
tiffin for retailers.
The Group’s bakery product range is
comprehensive and includes:
• Large premium and celebration cakes.
• Small snacking cake formats such as cake
slices and bites.
• Artisan, healthy lifestyle and organic breads
through to rolls, muffins (sweet and savoury)
and morning pastries, all of which are available
fresh and frozen dependent on customer
channel requirements.
Overseas
Our overseas business is a 50% subsidiary,
Lightbody Stretz, based in France and run by
Philippe and Valerie Stretz. The Company’s focus
is primarily France and the Benelux nations,
and together, we are beginning to make in-roads
into Austria, Switzerland and Germany. Lightbody
Stretz procures, supplies and distributes a range
of products to its customers. The product range
includes licensed celebration and bite style
cakes manufactured in the Group’s UK bakeries.
The company has also developed an expertise
in gluten free bakery which it resources in both
the UK and in Europe and sells under its brand
‘Wiso’ or as own label into retailer in-store bakery.
10 Finsbury Food Group
Annual Report & Accounts 2017
We continually develop new lines to meet new
consumer demand trends such as healthier and
more convenient bakery products, and innovation
is key to this. This year we invested in new cupcake
production methods and another artisan bread
production facility.
11 Finsbury Food Group
Annual Report & Accounts 2017
Strategic Report
The full product range extends to
loaf, sharing and celebration cakes
which have all been developed
in partnership with Mary Berry's
original recipes.
Character Licensed Portfolio
Our character licences portfolio is a key focal
point to the business which allows us to develop
and produce products that meet consumer
trends and occasions. We have a long standing
relationship within the licensed industry which
we are very proud of. Every licensed partnership
is dear to our business and we take pride in being
able to work together to bring popular characters
to life across different cake formats. Successful
licences for the Group this year have included
Batman v’s Superman, Minions, Star Wars and
Emoji which have been linked to big movie
releases, together with well established
evergreen properties such as Me to You,
Peppa Pig and Paw Patrol.
Thorntons
The Group has recently completed the renewal
of its successful, long standing partnership with
Thorntons which will extend this collaboration
over two decades. The agreement will see the
Group continue to produce and market cakes
under the much loved Thorntons brand.
Thorntons is still one of the fastest growing
premium brands within cakes where continued
success has come through strong product
innovation across both celebration and
snacking cakes.
Mary Berry
We are delighted to announce the partnership
and launch of the new Mary Berry range in the
Spring of this year. The full product range extends
to loaf, sharing and celebration cakes which have
all been developed in partnership to stay true
to Mary Berry’s original recipes. The range brings
a new dynamic to the cake category by providing
a branded solution that appeals to a broader
age demographic.
Brands and Licences
The Group is proud to have a well balanced
portfolio of retailer own label business and a
strong and evolving licensed branded portfolio,
all supported by collaborative and strategic
partnerships. We also have our own cake brand,
Memory Lane, and the Kara foodservice brand.
Kara
Kara is the innovative foodservice brand of the
Finsbury Food Group, distributing to more than
300 wholesalers and end users such as UK pubs,
hotels and restaurant chains, as well as exporting
to countries including Germany, France, Denmark,
Portugal, Spain and Holland. The Kara brand
is 100% dedicated to foodservice. Kara began
its journey in 1985 with its famous floured baps,
and today the range includes new premium
additions such as artisan breads, brioche buns,
traybakes and large premium cakes. Kara has
successfully built an ever-growing portfolio
of sweet and savoury baked goods; continuing
to focus on the latest consumer trends, and
developing new and innovative products that
enable foodservice customers to stay ahead.
The year to 1 July 2017 was one of
consolidation for the foodservice business
after several consecutive years of growth.
Revenues marginally ahead of the prior year in
a challenging foodservice market. New business
was secured on the new cake ranges with the
two major UK foodservice wholesalers, as well
as major cafes and pub groups. Market leading
Kara brioche buns continue to grow in line with
demand for more premium product, traditional
doughnuts continued their renaissance, and
artisan bread products continued to grow in both
sales and outlet penetration. There was strong
growth in the top four customers, somewhat
offset by reduced trading in export markets,
particularly France, and also in some smaller
customer business closures. The foodservice
business also continued to grow its Kara branded
sales, whilst still being a key supplier of own
brand to core customers.
12 Finsbury Food Group
Annual Report & Accounts 2017
Consumer Trends
Differentiation for our customers whilst fulfilling
the needs of the end consumers is key to the
Group’s success, it follows that innovation and
product development is an essential part of the
Group’s strategy. We have worked under the four
broad banners to be able to focus on the macro
consumer trends. The continuing challenge for
the Group is to match the consumer trends with
our dynamic product portfolio. The Group’s
new product development team reinforces
Finsbury’s expertise as a leading speciality
bakery and provides increased differentiation
from our competitors.
Village Bakery
The range of organic fresh rye bread brands
are perfect, if you are looking to avoid wheat.
We keep it simple, only using the best organic
natural ingredients: The Loyal range of rossisky
and seeded rye breads will have the addition
of a new Village Bakery pumpernickel rye loaf,
made with molasses and a blend of kibbled
ryes to give a distinct sweet and sour flavour.
Keeping to minimal ingredients of organic
flours, water, a little sea salt with the benefit
that they are all made with no added yeast,
emulsifiers or enzymes.
Cranks
Cranks aspires to wholesome, simple, nutritious
food. Our organic wholemeal loaf with organic
stoneground flour is fermented for longer.
Baked using specific baking processes that
produces a loaf with great flavour through
its fermentation process is made without any
additives such as emulsifiers and enzymes.
The popular stoneground wholemeal loaf
will be joined by the new Cranks organic
wholemeal seeded loaf.
Disney
As a long-term partner of the Disney brand,
we have taken a leading role in supporting
Disney’s strategy to inspire healthier choices
for families and we have recently relaunched
our celebration cake range with an innovative
reduced sugar recipe. Our new range is the first
in the UK to launch with Disney Kitchen branding
and we continue to drive innovation and
consumer enjoyment of the Disney brand
in cake.
Mars
Mars has a wide portfolio of confectionery brands
and we have worked in collaboration to develop
an innovative cake range. The Galaxy and M&M
cakes are built around key elements of these
classic brands which provide the consumer
cakes that meets most consumer occasions.
Vogel’s
Vogel's range of 'clean label’ breads are
crammed to bursting with seeds and grains.
Alfred Vogel was a pioneering Swiss nutritionist
who created the first Vogel’s recipe in the 1950’s.
He passionately championed natural ingredients,
which is why Vogel’s loaves are baked without
added sugar, emulsifiers, enzymes, or artificial
preservatives or flavourings. To this day we share
his commitment to tasty food and healthy living
inspired by nature. The unique way we bake
Vogel’s means it’s tremendously tasty toasted.
Broad Consumer Trends
Better for You
Ongoing work in cake to meet sugar
reduction targets and also butter
(fat) mitigation, evidenced by the
Group’s work on a reduced sugar
Disney range of cakes. Low carb
and protein rich bread products
fall into this category.
On the Go
Portability, individually wrapped
and ready made on the go solutions
are all areas of focus including the
Group’s focus on sharing formats
such as bites and tubs, in store
bakery brownies and crispies and
Kara brand and Johnstone’s Food
Service cakes.
Indulgence
Small portions of indulgent cakery
treats such as Thorntons caramel
shortcake, seasonal treats such as
Yule log and Costa cake and the new
Mary Berry range.
Artisan
Organic and premium niche
bread products.
13 Finsbury Food Group
Annual Report & Accounts 2017
Strategic Report
Licensed brand relationships are key to maintaining
product differentiation and growing our specialist
product portfolio, and we aim to extend and deepen
these partnerships. This year we signed a new multi-year
agreement with long-standing partner Thorntons,
while entering new licence engagements with Mars,
and with Mary Berry, for whom we launched
a range of cakes.
14 Finsbury Food Group
Annual Report & Accounts 2017
Providing quality products, investing
in innovation and competing on
value helps to strengthen customer
relations and support growth
initiatives.
Regulations: All current regulations on food
safety, labelling or health and safety will continue
to apply to UK businesses. Product standards
will need to be observed by UK companies
when trading with the EU.
The Group will respond to the challenges that
Brexit brings once negotiations are advanced.
Competitive Environment and
Customer Requirements
The environment remains competitive
within 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. Providing quality products,
investing in innovation and competing on value
helps to strengthen customer relations and
support growth initiatives. The Group invests
heavily in category management, new
product development and marketing skills.
This investment has helped create an insight
into customers and consumer demands.
Product Quality
Product quality is a key strength of the Group
and failure to maintain a high standard of safety
and food quality would have a severe impact
on service levels and customer relationships.
The Group’s technical function is responsible
for the implementation and maintenance
of high standards for food safety striving for
best practice. Quality assurance procedures
are managed at site level and are reviewed
continuously with improvements made as
appropriate. 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.
Principal Risks and Uncertainties
The Board recognises the need for a robust
system of internal controls and risk management.
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. Risk management
is integral to the ability of the Group to deliver
on its strategic objectives.
The Directors have identified the following as
the principal risks and uncertainties that face
the Group:
Economic Environment
The market place remains challenging and
there is an uncertain macro-economic outlook
following the vote to leave the EU. Currency
hedging and long-term contracts give the
Group time to plan and formulate strategies
to face future challenges. The Group will
continue to focus on quality and value and
will explore new channels, new products and
new formats to gain competitive advantage.
Forging strong customer relationships and
aligning strategic business plans through
innovation and category management helps
create mutual growth opportunities.
The Impact of Brexit
Brexit brings uncertainty in the following areas:
Labour: The food industry employs many
non-UK nationals, the sector in general could
see a shortfall in workers. Increasing reliance
on UK workers which may push up wage costs
may prompt a change in business model.
Material: The weakening of the pound post
Brexit has had an impact on ingredient prices.
15 Finsbury Food Group
Annual Report & Accounts 2017
Strategic Report
Group Systems
The Group will, during the next financial year,
complete the upgrade of its business systems
across UK bakery. The ERP system is the latest
version of the existing system within the Fletchers
business acquired in 2014. Recognising the
inherent risks to a systems upgrade, an
appropriate Corporate Governance structure
has been put in place, a Steering Committee
comprising senior operational management
from both businesses and chaired by an
independent implementation specialist with
KPMG engaged to independently assess and
advise the Board on progress and risks to the
business associated with the program. The fact
that the new ERP system is the latest version
of the existing system in operation within the
Fletcher’s business is also a significant risk
reduction factor.
Dividend
Subject to shareholder approval at the Company’s
AGM on 22nd November 2017, the final dividend
of 2.0 pence per share will be paid on 22 December
2017 to all shareholders on the register at 24
November 2017 and will be recognised in the
financial year ending 30 June 2018.
Financial Review
Continuing Group revenue for the 52 week period
to 1 July 2017 was up 0.3% to £314.3 million
(2016: £313.5 million 52 weeks, £319.7 million
53 weeks). Operating profit margins were 5.5%
(2016: 5.3%). Capital investment, improvement
in operational efficiency and product mix are
the main drivers for the improvement in margin.
Administrative expenses have decreased despite
inflationary pressures. This decrease is driven by
continued focus on overhead control, operational
improvements and efficiencies from record levels
of capital investment. The prior year also
included a charge of £2.8 million for the
cancellation of legacy share options.
Grain D’Or Business
The Group’s Grain D'Or business was acquired
as part of the Fletchers acquisition in October
2014, it is a producer of premium baked products
for the UK pastry sector and based in London.
The business has been historically loss making
and despite the implementation of a range of
initiatives to improve the business, including strict
cost control and new working practices, the site
remained loss making in the year to 1 July 2017.
The Company now proposes to close the site.
A formal consultation with representatives
of the workforce commenced on 1 September
2017. The consultation is expected to conclude
mid October 2017. Until this consultation period
concludes uncertainty remains over the use of
the assets. In light of this, a decision has been
taken to impair the assets used in the business
by £4.0 million in the year to 1 July 2017.
Commodity and Labour Pressures
Bakery entails the use of commodities whose
price is determined by worldwide demand and
macro-economic factors. Commodity pressures
have increased as a consequence of a number of
factors; 1) A step change in the value of Sterling
against both the Euro and Dollar following the
Brexit vote. 2) The commodity cycle which, in the
recent past, has been relatively low. The cycle
has seen significant increases in the price
of a number of commodities which are over
and above any exchange rate deterioration.
Finally, 3) European policies particularly in the
areas of butter and sugar.
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 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.
The National Living Wage is driving forward the
cost of labour ahead of inflation and demand
related adjustments. More recently the future
availability of labour has become a concern.
Ongoing capital investment and improvements
in operational efficiency help reduce the impacts
of both labour availability and cost as well
as material inflation.
Pension Fund Deficit
The Group has one defined benefit pension
scheme within its Memory Lane Cakes Limited
business in Cardiff. The scheme was closed to
new members in 2010 to reduce the funding
risk to Memory Lane Cakes. The valuation of
the scheme on a technical provision basis as
well as the underlying performance of the
invested assets can cause large fluctuations in
valuations. There is an agreed deficit recovery
plan fixed until September 2023 or until a new
schedule is agreed based on the next valuation
which will be at 31 December 2018.
Cyber Security
The Group is exposed to random and malicious
attacks from cyber criminals. The maintenance
of protections software is one tool in the fight
to protect our data. In addition, the Group is
investing to implement common information
systems across all companies with standardised
protection, operating requirements and security
protection. Finally, real time back-up, training
and regular communication pulls the Group’s
defences together.
16 Finsbury Food Group
Annual Report & Accounts 2017
Our foodservice business provides differentiation
from our bakery retail sector business by servicing
wholesalers and end users – such as pubs, hotels and
restaurant chains – with ranges of convenient bread
and cakes products. It also has a healthy export trade.
Developing our foodservice channel is part of our
strategy for growth.
17 Finsbury Food Group
Annual Report & Accounts 2017
Strategic Report
The tables below show what the Directors consider to be the underlying performance of the Group, the adjustments eliminate the impact
of significant non-recurring items and other accounting items.
52 Week Period ended 1 July 2017
Revenue
Cost of sales
Gross profit
Other costs excluding depreciation and amortisation
EBITDA
Depreciation and amortisation
Results from operating activities
Finance income
Finance costs
Profit before tax
Share of losses of equity accounted investees after tax
Taxation
Profit for the year
53 Week Period ended 2 July 2016
Revenue
Cost of sales
Gross profit
Other costs excluding depreciation and amortisation
EBITDA
Depreciation and amortisation
Results from operating activities
Finance income
Finance costs
Profit before tax
Share of losses of equity accounted investees after tax
Taxation
Profit for the year
Details of significant non-recurring items are detailed in Note 4.
Operating
performance
£000
314,296
(216,493)
97,803
(72,883)
24,920
(7,485)
Significant
non-recurring
items
£000
-
-
-
(4,000)
(4,000)
-
17,435
(4,000)
-
(877)
-
-
16,558
(4,000)
(22)
(3,578)
12,958
-
680
(3,320)
Operating
performance
£000
Significant
non-recurring
items
£000
319,680
(217,092)
102,588
(77,861)
24,727
(7,629)
-
-
-
(4,290)
(4,290)
-
17,098
(4,290)
2
(1,060)
-
-
16,040
(4,290)
(14)
(3,272)
12,754
-
-
(4,290)
Defined
benefit
pension
scheme
£000
-
-
-
200
200
-
200
-
(204)
(4)
-
1
(3)
Fair value
of interest
rate swaps/
foreign
exchange
contracts
£000
-
-
-
(71)
(71)
-
(71)
555
-
484
-
(62)
422
As per
Consolidated
Statement of
Comprehensive
Income
£000
314,296
(216,493)
97,803
(76,754)
21,049
(7,485)
13,564
555
(1,081)
13,038
(22)
(2,959)
10,057
Defined
benefit
pension
scheme
£000
Fair value
of interest
rate swaps/
foreign
exchange
contracts
£000
As per
Consolidated
Statement of
Comprehensive
Income
£000
-
-
-
117
117
-
117
-
(148)
(31)
-
6
(25)
-
-
-
(134)
(134)
-
319,680
(217,092)
102,588
(82,168)
20,420
(7,629)
(134)
12,791
219
-
85
-
(20)
65
221
(1,208)
11,804
(14)
(3,286)
8,504
18 Finsbury Food Group
Annual Report & Accounts 2017
Earnings Per Share (EPS)
EPS comparatives to the prior year can be distorted by significant non-recurring items and other items highlighted on the previous page, as well
as the impact of the 53rd week for the previous financial year. The Board is focused on growing adjusted diluted EPS, which is calculated by eliminating
the impact of the items highlighted on the previous page as well as amortisation of intangibles and incorporates the dilutive effect of share options.
Adjusted diluted EPS is 9.5p (2016: 9.5p for the 52 week period).
Basic EPS
Adjusted basic EPS
Diluted basic EPS
Adjusted* diluted** EPS
52 week
2017
52 week
2016
52 week
2015
7.1p
9.8p
6.9p
9.5p
5.9p
9.6p
5.8p
9.5p
5.8p
8.3p
5.6p
8.0p
* Further details can be found in Note 9.
** Diluted EPS takes basic EPS and incorporates the dilution effect of share options.
The prior year to 2 July 2016 was a 53 week period. Like for like figures have been calculated using financial data by excluding the 53rd week.
Cash Flow
There was an increase in our working capital
requirement of £2.5 million (2016: £1.6 million)
in the financial year, corporation tax payments
made in the financial year totalled £2.7 million
(2016: £1.6 million), the payments in the current
and prior year took account of the research and
development tax relief due to the Group and tax
losses being utilised. Capital expenditure
in the year amounted to £12.5 million
(2016: £12.1 million).
Debt and Bank Facilities
The Group’s total net debt is £17.5 million
(2016: £19.7 million) down £2.2 million from
the prior year. Within this total, £11.6 million
is due within one year, including cash at bank
and invoice finance (2016: £10.9 million).
The Group’s debt facility is a bilateral facility
with HSBC Bank Plc and Lloyds Bank Plc totalling
£50.9m, the key features of the facility are
as follows:
• Overdraft (£2.0m)
• Term loan (£13.4m)
• Confidential invoice discounting facility
(£22.0m)
• Mortgage facility (£3.5m)
• Rolling asset finance facility (£2.0m)
• Revolving credit facility (£8.0m)
Note 18 gives details of the amounts drawn
on these facilities and maturity dates.
The Group is able to offer strong asset backing
to secure its borrowings. The Group owns freehold
sites at Memory Lane in Cardiff, Fletchers’ site
at Sheffield and 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 the
UK’s major multiple retailers. This debtor book
stood at £45.2 million (2016: £44.9 million)
at the period end date.
The Group recognises the inherent risk from
interest rate rises, to mitigate these risks the
Group uses interest rate swaps. There was no
interest rate swap coverage in place at the year
end, (2016: coverage of £9.0 million, equivalent
to 46% of total net bank debt). The Group has
one forward dated interest rate swap for five
years from 3 July 2017 with a coverage of £20
million (2016: £9 million), the forward dated
swap has a rate of 0.455% (2016: weighted
average rate 1.8%).
The effective interest rate for the Group at the
year end, taking account of the interest rate swap
in place with base rate at 0.25% and LIBOR at
0.42%, was 2.15% (2016: 3.0%). A £3.0 million
swap fixed at 1.65% expired on 22 May 2017
and a £6.0 million swap fixed at 1.89% expired
on 2 June 2017.
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 earnings before
interest, tax, depreciation and amortisation
– EBITDA) for the 52 weeks to 1 July 2017 was
28.4 (2016: 23.4). Net bank debt to EBITDA
(based on adjusted EBITDA) for the year to
1 July 2017 was 0.7 (2016: 0.8).
Taxation
The Group taxation charge for the year was
£3.0 million (2016: £3.3 million). This represents
an effective rate of 21.4% on profits before
significant non-recurring items (2016: 20.4%).
Further details on the tax charge can be found
in Note 8 to the Group’s Financial Statements.
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.
During the next financial year the
Group will complete the upgrade
of its business systems across
UK bakery.
19 Finsbury Food Group
Annual Report & Accounts 2017
Strategic Report
Dedicated resource continues to work
on sugar and salt reduction targets
as part of the Government Obesity
Strategy and Public Health England
recommendations.
Environmental Matters
As part of the environmental activities, site
wide LED replacement programs are ongoing
along with continued focus on energy usage
such as oven burner efficiencies and insulated
traywash facilities. Trade effluent reduction
initiatives are ongoing with investment in a new
effluent treatment plant completed at one
of our larger bakeries.
Employee Social and Community Issues
With the successful roll out of the Groups vision
and values the Group holds various family fun days
as part of the employee engagement program.
We have links with employment agencies and
continue to participate in employability work
placements that help provide work placements
for individuals who find it difficult to get back
to full time employment. Various charities are
supported and in some instances the site’s
employee forum decides on the local charity.
In an attempt to promote health and wellbeing
fitness and running clubs have been established
at a local basis.
Technical Matters
All sites hold grade A, or the highest AA rating
under the British Retail Consortium version 7
standard. As a Group, all technical functions have
come together to establish a Group Technical
Strategy which is a dynamic three year plan
covering all aspects of people, food safety, legal
compliance and the establishment of a quality
culture underpinned by consistent process
control. Major investment has also taken place
in the form of upgrading team member facilities
to a best in standard and we have continued
to invest in a strong visual good manufacturing
programme on site.
Health continues to be a major focus for the
business. Dedicated resource continues to work
on sugar and salt reduction targets as part of the
Government Obesity Strategy and Public Health
England recommendations. In conjunction with
a major brand owner the Group were first to
market providing a range of licensed products
which were 18 months in development and
which exceed these requirements.
The Strategic Report was approved by the
Board of Directors on 15 September 2017
and was signed on its behalf by:
Stephen Boyd
Director
20 Finsbury Food Group
Annual Report & Accounts 2017
Corporate Governance
Report on Corporate Governance
The Board is committed to high standards of corporate governance and although the Company is not required to comply with the UK Corporate
Governance Code (“the Code”), the Company’s corporate governance framework is based on the Code’s main principles to the extent appropriate
for the Company. The Board reviews its corporate governance arrangements on a regular basis.
The Board directs the activities of the Group and develops its strategy and oversees implementation of strategy. The Board meets at least five
times during the year and reviews performance at each meeting. There is a schedule of matters which are reserved to the Board for decision.
These matters include:
• Strategy
• Acquisition policy
• Corporate governance
• Risk management
• Health and safety
• Approval of major capital expenditure
• Approval of annual budgets
• Approval of Annual Reports
• Dividend recommendations
• Committee reports
The Board comprises the Non-Executive Chairman, Peter Baker, two Executive Directors (John Duffy, Chief Executive and Stephen Boyd, Finance
Director), and three Non-Executive Directors, Raymond Duignan, Marnie Millard and Zoe Morgan. Bob Beveridge was appointed to the Board
as a Non-Executive Director on 1 July 2017.
There is a clear division of responsibilities between the Chairman and the Chief Executive. The Chairman is responsible for leadership of the Board,
setting its agenda and monitoring its effectiveness. He meets regularly and separately with the Chief Executive and the other Non-Executive Directors.
The Board has a culture of constructive challenging and continuous improvement.
Board Committees
The Board has delegated certain responsibilities to the Audit, Nomination and Remuneration Committees.
The Audit Committee is chaired by Raymond Duignan with Zoe Morgan as the other member. Further details of its activities are given in the Audit
Committee Report on pages 25 to 26.
The Remuneration Committee is chaired by Raymond Duignan with Marnie Millard as the other member. Further details of the Remuneration
Committee activities are given in the Directors’ Remuneration Report on pages 27 to 32.
Peter Baker chairs the Nomination Committee. The Committee’s main responsibilities include:
• Advising the Board on the appointment of Directors
• Reviewing the composition and size of the Board
• Evaluating the balance of skills, knowledge, experience and diversity of the Board
• Making recommendations on succession planning
Internal Controls and Risk Management
The Board has overall responsibility for the system of internal controls to safeguard shareholders’ investment and the Group’s assets, as well as
reviewing the effectiveness of those controls. The system of internal controls is designed to manage rather than eliminate the risks of failure to
achieve the Group’s objectives and can only provide reasonable, and not absolute, assurance against material loss and misstatement. The Group
continues to progress with initiatives to improve managing its risks to create value.
Dialogue with Shareholders
The Board maintains a general policy of keeping all interested parties informed by regular announcements and update statements.
In implementing this policy, the Board keeps in mind the distribution of shareholders between direct, nominee and institutional shareholders.
Communications are then distributed between these groups accordingly.
Specific methods of communication are:
• Annual general meetings
• Broker briefings
• Broker and analysts visits to operating sites
• Letters to shareholders when appropriate
• Corporate website (www.finsburyfoods.co.uk)
21 Finsbury Food Group
Annual Report & Accounts 2017
The Directors
Achieving
balance
Peter Baker
Non-Executive Chairman
Peter joined the Board on 1 July 2014 and
is Chairman of the Nominations Committee.
Peter has over 30 years’ senior CEO and Board
level experience within the global bakery and
consumer packaged goods industry. He also
chairs another Board and is a Non-Executive
Director in one other business. Peter held the
position of Managing Director of Maple Leaf
Bakery from 2009 to 2013, moving into this
position after the sale of La Fornaia Bakeries,
where he was the CEO. Prior to these roles,
Peter held COO and Divisional Managing
Director positions at RHM in the Consumer
Brands, British Bakeries and Cereals Divisions
(including Rank Hovis Mills). Peter was
previously a Non-Executive Director at Jordan’s
Cereals, now a part of Associated British Foods.
He has also served as Vice President of CIAA
(a European trade association for food and
drink) and was on the Executive Board of FDF
the UK Food and Drink Federation.
John Duffy
Chief Executive Officer
John was appointed CEO of Finsbury Food Group
with effect from 30th September 2009, following
a year as interim COO, and has led the turnaround
of an indebted Group with a market capitalisation
of only £6m in 2009 to the restructured and fast
growing £150m+ market cap growth business
of today. This transformation required significant
operational improvements and new leadership
throughout the Group as well as both a business
disposal and several acquisitions. The acquisition
of Fletchers Bakery Group for £56m in 2014
delivered a step change in scale to £300m+
sales and diversification into the faster
growing ‘out of home eating’ channel.
Following an engineering degree, John’s early
career was in the oil industry in exploration and
production with Shell International. John then
completed a full-time MBA at the University
of Strathclyde Business School before enjoying
10 years at Director-level in manufacturing
and logistics roles at Mars, the global FMCG
business. This was followed by private equity
experience within the portfolio investments
of both L&G Ventures and Bridgepoint e.g.
as Operations Director at crisps and snacks
manufacturer Golden Wonder and Managing
Director of WT Foods’ largest chilled foods
subsidiary, Noon Products, before and after
its sale to Kerry Foods.
John has Non-Executive experience in both
start-up and established businesses including
Denby the household pottery manufacturer.
Marnie Millard
Non-Executive Director
Marnie was appointed to the Board on
1 February 2016. Marnie, is currently Group
Chief Executive of Nichols Plc, an AIM listed
branded soft drinks group, serving both the
UK retail and out of home channels, as well
as achieving international sales across 70
countries. Marnie joined the Nichols group
in October 2012 as MD of Vimto Soft Drinks.
She has worked in the soft drinks industry for
22 Finsbury Food Group
Annual Report & Accounts 2017
the last 20 years in a number of senior roles
with Macaw Soft Drinks, Refresco Gerber Ltd.
She was appointed Nichols Plc Group Chief
Executive in May 2013.
Stephen Boyd
Group Finance Director
Steve was appointed Group Finance Director
in January 2010. Steve has spent 21 years in the
food manufacturing sector and previously was
Group Finance Director at Golden Wonder,
subsequent to that was Group Finance
Director and Chief Operating Officer at WT
Foods Group Plc. Steve worked with John Duffy
at both Golden Wonder and WT Foods.
Bob Beveridge
Non-Executive Director
Bob was appointed to the Board on 1 July 2017.
He is a Chartered Accountant with extensive
financial management, city and corporate
transaction experience in consumer goods
and technology companies, including Cable
& Wireless Communications Plc, Marlborough
Stirling Plc, and McBride Plc, a European private
label manufacturer. For the last 6 years he has
been a portfolio Independent Director and Audit
Committee Chairman and is currently Senior
Independent Director on the Boards of Brady
Plc and Inspiration Healthcare Plc. He also
provides mentoring services to aspiring and
existing Finance Directors via the Institute
of Chartered Accountants.
Raymond Duignan
Non-Executive Director
Raymond was appointed to the Board in July 2013.
He has extensive industry experience having
set up a specialist investment bank, Stamford
Partners, in the mid-1990s advising the European
food and drink industries with clients including
many blue chip companies. He is currently
a Non-Executive Director of Science in Sport
Plc, where he chairs the Audit Committee, and
is a member of the Advisory Board of Active
Private Equity Partners, the consumer focused
investment group. He is Chairman of both the
Audit and Remuneration Committees.
Zoe Morgan
Non-Executive Director
Zoe was appointed to the Board on 4 July 2016.
Zoe has 15 years Executive Director experience
with significant retail, consumer and financial
services businesses, including the role of Group
Marketing Director of The Co-operative Group,
HBoS Retail and Boots UK. Zoe has developed
a broad commercial background in multi-site,
retail, manufacturing and service businesses, with
key strengths in strategy, brand management
and customer relationship management.
For the last 10 years she has held a portfolio
of Non-Executive Directorships and is currently
a Board member of Moss Bros, Kind Consumer
and Kintell Ltd.
23 Finsbury Food Group
Annual Report & Accounts 2017
Directors’ Report
Background
The Group is a speciality bakery group which is focused on premium, celebration and well-being products. These products are supplied both under
the retailers’ own brands and through a number of licensed brands to which the Group has access.
A review of the activities and any likely future developments in the business of the Group is given in the Chairman’s Statement, Chief Executive’s
Report and the Strategic Report on pages 3 to 19.
Dividend
An interim dividend for the six months to 31 December 2016 of 1.0p per share was paid on 21 April 2017 to shareholders on the register at the close
of business on 31 March 2017. Subject to shareholder approval at the Company’s AGM on 22 November 2017, the final dividend of 2.0p per share
will be paid on 22 December 2017 to all shareholders on the register at 24 November 2017.
Directors and their Interests in the Company
The Directors and brief biographies are detailed on pages 21 to 22.
In accordance with the Articles of Association, Stephen Boyd and Raymond Duignan retire by rotation and being eligible offer themselves for
re-election at the Company’s forthcoming AGM.
In accordance with the Articles of Association, Bob Beveridge is required to be re-appointed as Director, having been appointed as Director since
the company’s last AGM.
The beneficial interests of the Directors in the Ordinary Shares of the Company on 1 July 2017 and 2 July 2016 are set out below:
Ordinary Shares
P Baker
S A Boyd
J G Duffy
M Millard
Z Morgan
1 July 2017
2 July 2016
86,000
1,011,455
2,269,238
9,366
70,028
86,000
961,034
2,197,599
-
-
Details of Directors’ share options are set out in Note 6 to the Financial Statements. There has been no change to the Directors’ share interests
since 1 July 2017.
Details of the emoluments of the Directors are given in Note 6 to the Financial Statements.
Zoe Morgan was appointed as a Non-Executive Director on 4 July 2016. Her shareholding on appointment was 20,981.
Share Capital
Details of the changes in the share capital of the Company during the year are set out in Note 23 to the Financial Statements.
Substantial Interests
The following substantial interests (3 percent or more) in the Company’s issued share capital have been notified to the Company as at
28 August 2017:
Ruffer LLP
Miton Asset Management Ltd
Hargreave Hale
Investec Wealth & Investment Limited
London Finance & Investment Group P.L.C
Shroder Investment Mgt
Downing LLP
Research and Development
Research and development (R&D) expenditure is written off in the year in which it is incurred.
Directors and Officers’ Liability Insurance
The Company maintains a Directors and Officers liability insurance policy.
Number
of shares
% of issued
share capital
20,925,616
14,012,959
12,191,357
6,848,217
6,000,000
5,104,702
3,907,735
16.00%
10.75%
9.35%
5.25%
4.60%
3.92%
3.00%
24 Finsbury Food Group
Annual Report & Accounts 2017
Financial Instruments
The Group’s financial instruments comprise mortgage, asset finance facilities, a confidential invoicing facility, revolving credit facility, cash and liquid
resources, and various items arising directly from its operations, such as trade creditors. The main purpose of these financial instruments is to finance
the Group’s acquisitions and operations. It is the Group’s policy that no trading in financial instruments shall be undertaken.
The main risks arising from the Group’s financial instruments are interest rate risk and liquidity risk. The Board reviews and agrees policies
for managing these risks, which have remained substantially unchanged for the year under review. The policies are summarised below:
Interest Rate Risk
The Group finances its operations by retained profits and bank borrowings. A suite of borrowing facilities totalling £50.9 million is available of which
£17.5 million was drawn at the balance sheet date leaving a headroom of £33.4 million. The interest rate risk is managed through interest rate swap
transactions. The Group entered into a forward dated swap for £20.0 million for five years from 3 July 2017 (fixed) at 0.455%. The total balance
of swaps at 1 July 2017 is nil (2016: £9.0 million). The counterparty to these transactions is HSBC Bank Plc.
Liquidity Risk
Short-term flexibility is available through existing bank facilities and the netting off of surplus funds. Full details of the Group’s financial assets
and liabilities are given in Note 21.
Foreign Exchange Risk
The Group uses forward foreign exchange contracts to manage its exposure to fluctuations in foreign currency rates. Full details are given in Note 21.
Diversity
Finsbury Food Group is committed to encouraging diversity, promoting a diverse culture where everyone is treated with respect and valued for
their individual contribution and creating a work environment free of bullying, harassment, victimisation and unlawful discrimination. We have
a Diversity Policy in place to ensure that selection for employment, promotion, development or any other benefit is on the basis of merit and ability
and does not impact negatively upon diversity. It is a key objective to ensure that all employees are helped and encouraged to fulfil their potential.
Equal Opportunities
It is our policy to ensure equal opportunity in recruitment, selection, promotion, employee development, training and reward policies and we have
an equal opportunities and diversity policy in place. It is a key objective to ensure that successful candidates for appointment and promotion are
selected taking account of individual ability, skills and competencies without regard to age, gender, race, religion, disability or sexual orientation.
Involvement of Employees
Employees are key to the Company’s success and we rely on a committed workforce to help us achieve our business objectives. Employees are
encouraged to operate in an open environment, embracing teamwork and aligning personal development with the strategy of the business and their
behaviours with Company Values. We are keen to engage our employees by providing an environment where they can contribute their own ideas
and challenge those of others. We are committed to involving employees and consider that good communication helps to achieve this. All sites have
regular briefings, employee forums and communication mechanisms which are designed to keep colleagues informed of, amongst other things,
the financial and economic factors that affect the Company’s performance. Many sites also hold open days to allow employees’ families to see
the environment in which their family members work.
Political and Charitable Contributions
During the year charitable donations amounting to £75,000 (2016: £13,000) were made. No political donations were made.
Going Concern
On the basis of current financial projections and available funds and facilities, the Directors are satisfied that the Group has adequate resources
to continue in operation for the foreseeable future and, therefore, consider it appropriate to prepare the Financial Statements on the going concern
basis. Further details are set out in the basis of preparation.
Auditor
In accordance with Section 489 of the Companies Act 2006, a resolution for the re-appointment of KPMG LLP as auditor is to be proposed at the
forthcoming AGM.
• So far as each Director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and
• Each Director has taken all the steps that they ought to have taken as a Director in order to make himself or herself aware of any relevant audit
information and to establish that the Company’s auditor is aware of that information.
The Directors’ Report was approved by the Board of Directors on 15 September 2017 and was signed on its behalf by:
Stephen Boyd
Director
25 Finsbury Food Group
Annual Report & Accounts 2017
Audit Committee Report
Role and Responsibilities of the Audit Committee
The principal responsibilities of the Committee are to:
• Review and monitor the integrity of the Financial Statements of the Group and assist the Board in fulfilling its responsibilities relating to external
financial reporting and similar announcements.
• Review significant issues and the judgements of management and the methodology and assumptions used in relation to the Financial Statements.
• Review and monitor the Group’s financial control systems and risk management procedures.
• Recommend the appointment and/or reappointment of the external auditor and approve their terms of engagement.
• Review and monitor the independence of the external auditor and the effectiveness of the audit process.
• Implement and review policy on external auditor non-audit services.
• Review and monitor the Group’s compliance with all regulatory legislation and current practice.
• Report to the Board on how it has discharged its responsibilities.
The full terms of reference, which can be found on the Company’s website at www.finsburyfoods.co.uk, are reviewed periodically by the Board.
Membership
The Committee is chaired by me, and, the other member is Zoe Morgan, a Non-Executive Director.
The Audit Committee met three times during the year. The Finance Director is invited to attend Committee meetings together with other senior
members of the finance team including those members of staff that conduct internal audits. The external auditor attends those meetings involving
the Financial Statements, the annual audit and other significant matters. Time is set aside during at least one meeting each year for the Committee
to hold discussions in private with the external auditor in the absence of management and Executive Directors.
External Auditor
The Committee carried out an assessment of the effectiveness of the external audit process which focused on criteria that the Committee considered
to be important factors in an effective audit process. These factors included the quality of audit staff, the planning and execution of the audit and the
role of management in the audit process. Following this assessment, the Committee concluded that the external audit process remained effective
and that it provides an appropriate independent challenge.
The engagement of the auditor to carry out non-audit services is approved in advance by me or, in the case of a significant instruction, by the
Committee. This enables the Committee to satisfy itself of the auditor’s independence and objectivity.
Internal Controls and Risk Management
The Committee is responsible for reviewing the effectiveness of the Group’s system of internal controls. The system of internal control is designed
to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance
against material misstatement or loss.
Group management prepare an Annual Report for the Committee’s consideration that identifies the risks and uncertainties to which the Group
is exposed, the procedures in place to mitigate those risks and uncertainties and the potential impact on the Group. The Committee reviews this
Report and any concerns that it has over the adequacy of the controls in place, or the level of risk accepted by the Group, are reported to the Board.
The principal risks and uncertainties to which the Group is exposed are considered by the Board and are set out in the Strategic Report on pages
14 to 15. Following this review, the Committee, is satisfied that the Group has in place effective internal control systems and risk management.
The Committee continues to keep under review the need for a separate dedicated internal audit function in the Group. The Committee remains
satisfied that the Group’s system of internal control is appropriate for a Group of the size and nature of the Company and the Committee’s current
view is that a separate formal independent internal audit function is not required at this time. The Committee will monitor the situation closely
as the Group continues to expand.
A programme of rolling internal control and risk reviews is monitored by the Committee which considers reports on these reviews at each meeting
and monitors any follow up action that is required.
26 Finsbury Food Group
Annual Report & Accounts 2017
External Reporting
The Board delegates primary responsibility for the preparation of complete, balanced and accurate Financial Statements and disclosures, in accordance
with Financial Reporting Standards and regulations, to the Finance Director. The responsibility of the Committee includes consideration of significant
accounting policies, any changes in policies and significant estimates and judgements, taking into account the external auditor’s view, and to report
back to the Board on any concerns that it might have. The Audit Committee reviews the clarity and completeness of disclosures within the Financial
Statements. Ultimate responsibility for reviewing and approving the annual Financial Statements and half yearly reports remains with the Board.
The Committee also reviews related information presented with the Financial Statements, in particular the Strategic Report, the Directors’ Report
and the Report on Corporate Governance.
Key Agenda Items
In addition to matters referred to elsewhere in this Report, during the year, the Committee also considered:
• Revenue recognition
• New business system introduction and compliance
• Interest rate and currency hedging
• Pension disclosures
• Impairment reviews
• Group insurance programme
• Internal authorisation levels and procedures
If any reader of these accounts has suggestions for improvement in the content or the presentation of the Financial Statements, please can they
let me know by writing to info@finsburyfoods.co.uk.
Raymond Duignan
Chairman of the Audit Committee
27 Finsbury Food Group
Annual Report & Accounts 2017
Directors’ Remuneration Report
(unaudited)
Statement from the Chairman of the Remuneration Committee
Dear Shareholder
I am pleased to present the Directors’ Remuneration Report for the year ended 1 July 2017.
The Remuneration Committee believes that the Directors’ Remuneration Policy remains appropriate and will continue to apply it in 2017-18.
Accordingly, we have not included the Directors’ Remuneration Policy in this Report, however, a copy is available in our investor section of the
website at www.finsburyfoods.co.uk/investor-relations/annual-reports.
The Annual Report on Remuneration provides details of the amounts earned in respect of the year ended 1 July 2017 and how the Directors’
Remuneration Policy will be operated for the year commencing 2 July 2017.
Similar to last year and as a matter of best practice, the Annual Report on Remuneration has been prepared taking into account the remuneration
reporting regulations applicable to fully listed companies in the UK.
Review of the 2016-17 Financial Year
As described earlier in the Annual Report the Company has delivered a solid performance, with continued organic growth in 2016-17. Alongside
this growth, our capital investment strategy, together with our continued efficiency programme has resulted in improved operating margins.
The 2016-17 annual bonus was subject to an EBITDA performance metric. The Company achieved £24.9 million EBITDA for 2016-17 which was above
our forecast for the year. Consequently, this resulted in 87% of salary being earned as an annual bonus. In line with the Committee’s commitment
to align Executives’ interests with those of shareholders, 50% of total bonuses earned in the year will be paid as cash and 50% in the form of shares,
in order to develop further the shareholdings of the Executive Directors. Further details are set out on page 29. The current personal shareholdings
of J G Duffy and S A Boyd equate to circa 7.5 and 4.6 times salary respectively.
A new long-term incentive plan was introduced in 2015 following discussions with shareholders. It was designed to motivate the senior management
team over the longer term to deliver the Group’s strategy and to reward appropriately, reflecting the contribution to shareholder value creation.
The first awards granted under the Company’s LTIP were made in 2015 and these vested in respect of performance in the three financial years
to 1 July 2017. The awards vested at 97.45% of the maximum due to strong share price and EPS performance over the period. For continued
alignment with shareholders, the vested awards are subject to a further two year holding period. Full details of the vested awards are provided
on page 30.
Awards under the LTIP were made during the year in line with the Remuneration Policy and will vest based on relative Total Shareholder Return (TSR)
performance and absolute EPS targets over the three year period to 2019. These awards are subject to a two year post vesting holding period.
The Committee remains committed to a responsible approach to executive pay and believes that salary increases above wider workforce increases
will only be awarded in limited circumstances. S A Boyd and J G Duffy were both awarded a 1.8% salary increase which was in line with increases
for the wider workforce.
Outlook for the 2017-18 Financial Year
Details in relation to the application of the Directors’ Remuneration Policy in 2017-18 are set out on page 28.
Raymond Duignan
Chairman of the Remuneration Committee
15 September 2017
28 Finsbury Food Group
Annual Report & Accounts 2017
Directors’ Remuneration Policy Report
(unaudited)
The full Policy can be viewed in the investor section of the website at www.finsburyfoods.co.uk/investor-relations/annual-reports.
The main aim of the Company’s Policy is to align the interests of Executive Directors with the Company’s strategic vision and the long-term creation
of shareholder value. The Company aims to provide returns to shareholders through both organic and acquisitive growth. The Policy is intended
to remunerate our Executive Directors competitively and appropriately for effective delivery of this and allows them to share in this success and
the value delivered to shareholders. The Policy is based on a broad set of remuneration principles:
• Promote shareholder value creation
• Support the business strategy
• Promote sound risk management
• Ensure that the interests of the Directors are aligned with the long-term interests of shareholders
• Deliver a competitive level of pay for the Directors without paying more than is necessary to recruit and retain individuals
• Ensure that the Executive Directors are rewarded for their contribution to the success of the Group and share in the success delivered
to shareholders and
• Motivate the Directors to deliver enhanced sustainable performance.
29 Finsbury Food Group
Annual Report & Accounts 2017
Directors’ Remuneration Policy Report (unaudited)
Unaudited Annual Report on Remuneration
Single Total Figure of Remuneration
The tables below detail the total remuneration earned by each Director in respect of the financial years ended 1 July 2017 and 2 July 2016:
2017
Executive Directors
J G Duffy
S A Boyd
Non-Executive Directors
P Baker
E J Beale
R P E Duignan
M J Millard
P J Monk
Z Morgan
2016
Executive Directors
J G Duffy
S A Boyd
Non-Executive Directors
P Baker
E J Beale
R P E Duignan
M J Millard
P J Monk
Salaries/fees
£000
Taxable
benefits
£000
Annual
bonus
£000
Other
£000
LTIP1
£000
Total
remuneration
£000
349
253
602
75
23
60
53
23
53
287
889
12
12
24
-
-
-
-
-
-
-
24
304
220
524
-
-
-
-
-
-
-
524
-
-
-
-
-
-
-
13
-
13
13
1,238
784
2,022
-
-
-
-
-
-
-
2,022
1,903
1,269
3,172
75
23
60
53
36
53
300
3,472
Salaries/fees
£000
Taxable
benefits
£000
Annual
bonus
£000
Other
£000
LTIP
£000
Total
remuneration
£000
342
241
583
75
45
50
17
40
227
810
12
12
24
-
-
-
-
-
-
24
342
241
583
-
-
-
-
-
-
583
-
-
-
-
-
-
-
30
30
30
-
-
-
-
-
-
-
-
-
-
696
494
1,190
75
45
50
17
70
257
1,447
1. Long-term incentive awards vested with respect to the performance period ending 1 July 2017 and are subject to a two year holding period.
30 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Table
Base Salaries
The base salaries for the Executive Directors are set with effect from 1 October each year. The salaries in the financial years ended 2 July 2016
and 1 July 2017 were as follows:
Executive Director
J G Duffy
S A Boyd
From 1 October 2015
From 1 October 2016
Percentage increase
£344,072
£250,000
£350,265
£254,500
1.8%
1.8%
Taxable Benefits
The taxable benefits for the Executive Directors in the year included a car allowance and private medical insurance.
Annual Bonus
The annual bonus is the total value of the bonus earned in respect of the financial year (including the amount delivered in shares). For the financial
year ended 1 July 2017 Executive Directors were able to earn a bonus of up to 100% of annual base salary subject to the achievement of stretching
EBITDA performance targets.
The following table sets out the bonus pay-out to the Executive Directors for 2016-17 and how this reflects EBITDA performance for the year.
Performance measure
Earnings before interest, tax, depreciation
and amortisation (EBITDA)
Actual performance
EBITDA £24,920,000
Resulting level of award for each
Executive as a percentage of salary
87%
Long-term Incentives
Awards granted on 26 June 2015 were based on performance over the three financial years to 1 July 2017 and vested as to the amounts set out
below. These awards are subject to a two year holding period.
Performance conditions
Below the threshold vesting target of
7.29p, none of this component vests.
If adjusted diluted EPS is 7.29p 25%
vests, at 10.23p 100% vests. Vesting
is determined on a straight-line basis
between these figures.
At below median relative TSR ranking,
none of this component of the award
will vest. 25% of this component will
vest at median ranking. 100% vesting
at upper quartile or above ranking.
Vesting determined on a straight-line
basis between these points.
50% of the award subject to
adjusted diluted Earnings Per
Share in the final year of the
performance period
50% of the award based upon
Relative Total Shareholder
Return against the FTSE Small
Cap (excluding investment
trusts) (“TSR”) over the
performance period.
Total % of award vesting
J G Duffy
S A Boyd
Actual performance
% of this element vesting
% of award
10.03p
94.90%
47.45%
Above upper quartile
100.00%
50.00%
97.45%
Number of shares granted
Number of shares vesting
Value of LTIP shares vesting*
1,137,898
721,217
1,108,881
702,825
£1,237,741
£784,499
*The LTIP has been valued based on the three month average share price to the financial year end of 111.6 pence per share.
Details of the LTIP awards granted on 27 September 2016 are given in the table below:
Number of shares
Basis of award**
Performance period
Performance conditions
J G Duffy
S A Boyd
515,464
374,532
200% of salary
200% of salary
3 financial years from 3 July 2016
3 financial years from 3 July 2016
50% subject to EPS growth and 50% subject
to relative TSR (further details overleaf).
**The basis of award was calculated using the average price of the shares over the three business days following the announcement
on 19 September 2016 of the Company’s preliminary results for the year ended 2 July 2016.
31 Finsbury Food Group
Annual Report & Accounts 2017
Directors’ Remuneration Policy Report (unaudited)
Awards will be subject to a further two year holding period following the end of the performance period.
Vesting of 50% of the award will be based upon the amount of the adjusted diluted Earnings Per Share (EPS) delivered in the final Financial Year
of the performance period. Below the threshold vesting target of 10.23p, none of this component of the award will vest. 25% of this component
will vest if adjusted diluted EPS is 10.23p, with 100% vesting at 11.80p, and vesting determined on a straight-line basis between these figures.
Vesting of 50% of the award will be based upon Relative TSR against the FTSE Small Cap (excluding investment trusts) over the performance period.
At below median relative TSR ranking, none of this component of the award will vest. 25% of this component will vest at median ranking, with 100%
vesting at upper quartile or above ranking, and vesting determined on a straight-line basis between these points.
The awards are also subject to a general performance underpin assessing factors, including ROCE and other financial indicators of performance
over the performance period, at the discretion of the Remuneration Committee.
Chairman and Non-Executive Director Fees
Details of Chairman and Non-Executive Directors’ fees for 2016-17 are as set out below.
Chairman fee
£75,000
Non-Executive
Director fee
£50,000
Chairman of the
Remuneration Committee
£5,000
Member of the
Remuneration Committee
£2,500
Chairman of the
Audit Committee
£5,000
Member of the
Audit Committee
£2,500
Payments Made to Former Directors during the Year
No payments were made in the year to any former Director of the Company.
Payments for Loss of Office Made During the Year
No payments for loss of office were made in the year to any Director of the Company.
Statement of Directors’ Shareholding and Share Interests
The interests of the Directors and their immediate families in the Company’s ordinary shares as at 1 July 2017 and 2 July 2016 were as follows.
Executive Directors
J G Duffy
S A Boyd
Non-Executive Directors
P Baker
R P E Duignan
M J Millard
Z Morgan
1 July 2017
Number
2 July 2016
Number
2,269,238
1,011,455
2,197,599
961,034
86,000
-
9,366
70,028
86,000
-
-
-
The interests of the Directors and their immediate families in the Company’s ordinary shares did not change between 1 July 2017 and the date
these accounts were signed on 15 September 2017.
The interests of each Executive Director of the Company as at 1 July 2017 and 2 July 2016 in the Company’s share schemes were as follows:
Executive Director
J G Duffy
J G Duffy
J G Duffy
S A Boyd
S A Boyd
S A Boyd
Number of
options
at 2 June 2016
1,137,898
695,095
-
721,217
505,051
-
3,059,261
Granted
-
-
515,464
-
-
374,532
889,996
Number of options
at 1 July 2017
1,137,898
695,095
515,464
721,217
505,051
374,532
3,949,257
32 Finsbury Food Group
Annual Report & Accounts 2017
Consideration by the Directors of Matters Relating to Directors’ Remuneration
The Remuneration Committee comprises R Duignan (Chairman) and M Millard. The Company Secretary attends the meeting as secretary to the
Committee. The Committee’s responsibilities are:
• Maintaining the remuneration policy;
• Reviewing the remuneration packages of the Executive Directors;
• Monitoring the level and structure of the remuneration of Senior Management; and
• Production of the Annual Report on Directors’ remuneration.
The Chief Executive Officer and Group Finance Director occasionally attend meetings and provide information and support as requested.
Advisors
During the financial year the Committee received advice from Deloitte LLP. The Committee is satisfied that the advice received is independent and
objective. Deloitte is a founding member of the Remuneration Consultants Group and voluntarily operates under the Code of Conduct in relation
to executive remuneration consulting in the UK.
Implementation of Directors’ Remuneration Policy for the Financial Year Commencing 2 July 2017
Information on how the Company intends to implement the Directors’ Remuneration Policy for the financial year commencing on 2 July 2017 is set
out below.
Salaries/Fees
Salary increases for 2017-18 will be reviewed in September and details provided in the Remuneration Report next year.
The Non-Executive Director basic fees remain at £50,000 from 1 July 2017. The Chairman’s fee was increased to £85,000 with effect from
1 July 2017.
Annual Bonus
Annual bonus for the Executive Directors will continue to be subject to the achievement of stretching EBITDA performance targets with payment
made 50% in cash and 50% in shares. The Committee considers EBITDA to be the key short-term financial measure.
Long-term Incentives
Awards under the LTIP will be made following the announcement of our results and the Committee will discuss the performance conditions which
will apply, although anticipate that this will continue to be absolute EPS targets and relative TSR against the FTSE Small Cap. The targets will be
disclosed in the Remuneration Report next year.
Approval
This Report was approved by the Board on 15 September 2017 and signed on its behalf by:
Raymond Duignan
Chairman of the Remuneration Committee
33 Finsbury Food Group
Annual Report & Accounts 2017
Statement of Directors’ Responsibilities in Respect
of the Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual Report and the Group and Parent Company Financial Statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare Group and Parent Company Financial Statements for each financial year. As required by the AIM
Rules of the London Stock Exchange they are required to prepare the Group Financial Statements in accordance with International Financial
Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU) and applicable law and have elected to prepare the Parent
Company Financial Statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice),
including FRS 101 Reduced Disclosure Framework.
Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the
state of affairs of the Group and Parent Company and of their profit or loss for that period. In preparing each of the Group and Parent Company
Financial Statements, the Directors are required to:
• Select suitable accounting policies and then apply them consistently;
• Make judgements and estimates that are reasonable, relevant, reliable and prudent;
• For the Group Financial Statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU;
• For the Parent Company Financial Statements, state whether applicable UK Accounting Standards have been followed, subject to any material
departures disclosed and explained in the Financial Statements;
• Assess the Group and Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
• Use the going concern basis of accounting unless they either intend to liquidate the Group or the Parent Company or to cease operations, or have
no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company’s transactions
and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that its Financial
Statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the
preparation of Financial Statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for
taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report and a Directors’ Report that complies
with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website.
Legislation in the UK governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.
By Order of the Board
Stephen Boyd
Director
15 September 2017
34 Finsbury Food Group
Annual Report & Accounts 2017
Independent Auditor’s Report to the
Members of Finsbury Food Group Plc
1. Our opinion is unmodified
We have audited the Financial Statements of Finsbury Food Group Plc (“the Company”) for the 52 week period ended 01 July 2017 which comprise
the Consolidated Statement of Profit and Loss and Other Comprehensive Income, Consolidated Statement of Financial Position, Consolidated
Statement of Changes in Equity, Consolidated Cash Flow Statement, Company Balance Sheet, Company Statement of Changes in Equity, and the
related Notes, including the accounting policies in Notes 1 and 30.
In our opinion:
• The Financial Statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 01 July 2017 and
of the Group’s profit for the 52 week period then ended;
• The Group Financial Statements have been properly prepared in accordance with International Financial Reporting Standards as adopted
by the European Union (IFRSs as adopted by the EU);
• The Parent Company Financial Statements have been properly prepared in accordance with UK accounting standards, including FRS 101
Reduced Disclosure Framework; and
• The Financial Statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are
described below. We have fulfilled our ethical responsibilities under, and are independent of the Group in accordance with, UK ethical requirements
including the FRC Ethical Standard as applied to listed entities. We believe that the audit evidence we have obtained is a sufficient and appropriate
basis for our opinion.
2. Key Audit Matters: Our Assessment of Risks of Material Misstatement
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the Financial Statements and include
the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest
effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. In arriving at our audit opinion above, the key audit matters, in decreasing order of audit significance, were as follows
(unchanged from 2016):
Revenue
(£314.3m;
2016: £319.7m)
Refer to page 25
(Audit Committee
Report), page
45 (accounting
policy) and page
47 ( financial
disclosures).
The risk
Accounting application:
Revenue is significant to the Group due to its
size and the presumed fraud risk that the entity
may overstate revenue to meet targets and
budgets. This fraud risk may occur through
recognition of revenue in advance of the
correct date or through the exercise of bias
in the recognition of over-riders and rebates
provided to customers or promotional
expenditure.
Forecast-based valuation
(Parent Company key audit matter):
The Parent Company holds significant
investments in subsidiaries and whilst the
valuation of these is not a significant risk
it is an area of audit focus within the Parent
as there is a risk that the value of the
subsidiaries is less than the investment value.
Investments
(£100.7m;
2016: £100.7m)
Refer to page 25
(Audit Committee
Report), page
44 (accounting
policy) and page
58 ( financial
disclosures).
Our response
Our procedures included:
• Control reperformance: We tested the design, implementation and
operating effectiveness of manual controls including those controls in place
over the matching of sales invoices to sales orders and delivery notes.
• Test of detail: For key customers at a number of the sites we reconciled
revenue recognised through the year to cash receipts.
• Test of detail: For smaller customers and other sites we agreed a sample
of sales transactions to invoice and cash received.
• Test of detail: We agreed a sample of revenue recorded around the year end
to proof of delivery. For a sample of post-year end credit notes we assessed
whether these indicated a reversal of in-year revenue. For a sample of debit
notes and bank payments we evaluated whether these represented
unrecognised deductions against in year revenue.
• Expectation vs outcome: An expectation was developed for sales rebate
expenses and accruals based on sales volumes and rebate contracted rates
or promotional terms and this was compared to actual sales rebate expenses
recognised. We challenged management’s explanation of any significant
differences arising.
Our procedures included:
• Tests of detail: We compared the carrying amount of the investments with
the net assets value of the respective subsidiary, being an approximation of
their minimum recoverable amount, to identify whether the net asset values
were in excess of the carrying amounts.
• Our sector experience: Where the investment value was not supported
by the net assets of the subsidiary we obtained the forecasts used by the
Directors’ in their assessment of the recoverability of their investments.
We challenged the forecasts by agreeing the brought forward position to
actual results and, based on our understanding of the Company and sector,
assessed whether expected future conditions had been incorporated.
• Benchmarking assumptions: We challenged the discount rate used
in the forecasts by benchmarking this against similar companies.
35 Finsbury Food Group
Annual Report & Accounts 2017
Independent Auditor’s Report to the
Members of Finsbury Food Group Plc
3. Our Application of Materiality and an Overview of the Scope of our Audit
Materiality for the Group Financial Statements as a whole was set at £875,000 (2016: £950,000), determined with reference to a benchmark of Group
profit before interest and tax of £17.6m, of which it represents 5% (2016: Group profit before tax normalised to exclude certain one-off costs
including the write-off of goodwill of £4.3m and payments for settlement of share options of £2.8m, of which it represents 4.8%).
Materiality for the Parent Company Financial Statements as a whole was set at £656,000 (2016: £712,000), determined with reference to a benchmark
of company total assets, of which it represents 0.5% (2016: 0.6%).
We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £43,750 (2016: £47,000), in addition
to other identified misstatements that warranted reporting on qualitative grounds.
Of the Group’s 8 (2016: 8) reporting components, which include the Parent Company, we subjected 7 (2016: 7) to audits for Group reporting purposes.
We conducted specified procedures over financial information (including enquiry) at a further one non financially significant component. The component
for which we performed work other than audits for Group reporting purposes was not individually significant but was included in the scope of our
Group reporting work in order to provide further coverage over the Group’s results.
The components within the scope of our work accounted for the following percentages of the Group’s results.
The Group team instructed component auditors as to the significant areas to be covered, including the relevant risks detailed on the previous page
and the information to be reported back. The Group team approved the component materialities, which ranged from £20,000 to £450,000 (2016:
£20,000 to £712,000), having regard to the mix of size and risk profile of the Group across the components. The work on 4 of the 8 components
(2016: 4 of the 8 components) was performed by component auditors and the rest by the Group audit team.
The Group audit team visited 7 (2016: 7) component locations in the UK. At these visits, the findings reported to the Group team were discussed
in more detail, and any further work required by the Group team was then performed by the component auditor.
36 Finsbury Food Group
Annual Report & Accounts 2017
Adjusted Profit before Interest and Tax
£17.6m (2016: £19.9m)
Group Materiality
£875,000 (2016: £950,000)
£875,000
Whole Financial Statements materiality
(2016: £950,000)
£656,000
Range of materiality at 7 components
(£20,000-450,000)
(2016: £20,000 to £712,000)
£43,750
Misstatements reported to the audit
committee (2016: £47,000)
Adjusted profit before interest and tax
Group materiality
Group Revenue
Group Profit after Tax
Group Total Assets
10
9
90%
(2016 91%)
91
90
10
9
90%
(2016 91%)
91
90
5
3
95%
(2016 97%)
97
95
Full scope for Group audit purposes 2017
Review (including enquiry) 2017
Full scope for Group audit purposes 2016
Review (including enquiry) 2016
Residual components
37 Finsbury Food Group
Annual Report & Accounts 2017
Independent Auditor’s Report to the
Members of Finsbury Food Group Plc
4. We have nothing to Report on going Concern
We are required to report to you if we have concluded that the use of the going concern basis of accounting is inappropriate or there is an undisclosed
material uncertainty that may cast significant doubt over the use of that basis for a period of at least twelve months from the date of approval
of the Financial Statements. We have nothing to report in these respects.
5. We have nothing to Report on the other Information in the Annual Report
The Directors are responsible for the other information presented in the Annual Report together with the Financial Statements. Our opinion on the
Financial Statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below,
any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our Financial Statements audit work, the information
therein is materially misstated or inconsistent with the Financial Statements or our audit knowledge. Based solely on that work we have not identified
material misstatements in the other information.
Strategic Report and Directors’ Report
Based solely on our work on the other information:
• We have not identified material misstatements in the Strategic Report and the Directors’ Report;
• In our opinion the information given in those reports for the financial year is consistent with the Financial Statements; and
• In our opinion those reports have been prepared in accordance with the Companies Act 2006.
6. We have nothing to Report on the other Matters on which we are required to Report by Exception
Under the Companies Act 2006, we are required to report to you if, in our opinion:
• Adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received
from branches not visited by us; or
• The Parent Company Financial Statements are not in agreement with the accounting records and returns; or
• Certain disclosures of Directors’ remuneration specified by law are not made; or
• We have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
7. Respective Responsibilities
Directors’ Responsibilities
As explained more fully in their statement set out on page 33, the Directors are responsible for: the preparation of the Financial Statements including
being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of Financial Statements
that are free from material misstatement, whether due to fraud or error; assessing the Group and Parent Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend
to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of the Financial Statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
8. The Purpose of our Audit Work and to whom we owe our Responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work
has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and
for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the
Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.
Ian Brokenshire
(Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
3 Assembly Square, Britannia Quay, Cardiff, CF10 4AX
15 September 2017
38 Finsbury Food Group
Annual Report & Accounts 2017
Financial Statements
Consolidated Statement of Profit and Loss and Other Comprehensive Income
for the 52 weeks ended 1 July 2017 and 53 weeks ended 2 July 2016
Revenue
Cost of sales
Gross profit
Administrative expenses
Results from operating activities
Finance income
Finance cost
Net finance cost
Profit before tax and share of losses of equity accounted investees
Share of losses of equity accounted investees
Profit before tax
Taxation
Profit for the financial year
Other comprehensive (expense)/income
Items that will not be reclassified to profit and loss
Remeasurement on defined benefit pension scheme
Movement in deferred taxation on pension scheme liability
Other comprehensive expense for the financial year, net of tax
Total comprehensive income for the financial year
Profit attributable to:
Equity holders of the parent
Non-controlling interest
Profit for the financial year
Total comprehensive income attributable to:
Equity holders of the parent
Non-controlling interest
Total comprehensive income for the financial year
Earnings per ordinary shares
Basic
Diluted
The Notes on pages 42 to 71 form an integral part of these Financial Statements.
Note
2017
£000
2016
£000
2
3
7
7
8
13
20
9
9
314,296
(216,493)
97,803
(84,239)
13,564
555
(1,081)
(526)
13,038
(22)
13,016
(2,959)
10,057
(4,031)
621
(3,410)
6,647
9,048
1,009
10,057
5,638
1,009
6,647
7.1
6.9
319,680
(217,092)
102,588
(89,797)
12,791
221
(1,208)
(987)
11,804
(14)
11,790
(3,286)
8,504
(2,595)
390
(2,205)
6,299
7,791
713
8,504
5,586
713
6,299
6.1
6.0
39 Finsbury Food Group
Annual Report & Accounts 2017
Consolidated Statement of Financial Position
at 1 July 2017 and 2 July 2016
Non-current assets
Intangibles
Property, plant and equipment
Investments in equity accounted investees
Other financial assets
Deferred tax assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Other financial assets – fair value of derivatives
Total assets
Current liabilities
Other interest-bearing loans and borrowings
Trade and other payables
Provisions
Other financial liabilities – fair value of derivatives
Current tax liabilities
Non-current liabilities
Other interest-bearing loans and borrowings
Provisions and other liabilities
Deferred tax liabilities
Pension fund liability
Total liabilities
Net assets
Equity attributable to equity holders of the parent
Share capital
Share premium account
Capital redemption reserve
Employee share reserve
Retained earnings
Non-controlling interest
Total equity
Note
2017
£000
2016
£000
10
11
12
12
20
14
15
16
12
17
19
12
17
20
13
23
22
22
22
22
22
80,302
48,857
269
28
4,063
133,519
12,684
50,018
3,024
560
66,286
199,805
(14,586)
(60,461)
(18)
(234)
(1,650)
(76,949)
(5,800)
(221)
(1,335)
(10,498)
(17,854)
(94,803)
77,596
50,501
211
28
3,492
131,828
12,577
50,332
3,024
-
65,933
197,761
(13,829)
(64,357)
(247)
(157)
(1,210)
(79,800)
(8,740)
(141)
(1,547)
(6,463)
(16,891)
(96,691)
105,002
101,070
1,304
64,956
578
(3,585)
39,862
103,115
1,887
105,002
1,304
64,956
578
(3,920)
36,569
99,487
1,583
101,070
These Financial Statements were approved by the Board of Directors on 15 September 2017 and were signed on its behalf by:
Stephen Boyd
Director
Registered Number 00204368
The Notes on pages 42 to 71 form an integral part of these Financial Statements.
40 Finsbury Food Group
Annual Report & Accounts 2017
Consolidated Statement of Changes in Equity
for the 52 weeks ended 1 July 2017 and 53 weeks ended 2 July 2016
Balance at 28 June 2015
Profit for the financial year
Other comprehensive (expense)/income:
Remeasurement on defined benefit pension
Deferred tax movement on pension scheme
remeasurement
Total other comprehensive expense
Total comprehensive income for the period
Transactions with owners, recorded
directly in equity:
Own shares acquired
Shares issued during the year
Impact of share based payments
Deferred tax on share options
Dividend paid
Balance at 2 July 2016
Balance at 2 July 2016
Profit for the financial year
Other comprehensive (expense)/income:
Remeasurement on defined benefit pension
Deferred tax movement on pension scheme
remeasurement
Total other comprehensive expense
Total comprehensive income for the period
Transactions with owners, recorded
directly in equity:
Own shares acquired
Shares issued during the year
Impact of share based payments
Deferred tax on share options
Foreign exchange translation differences
Dividend paid
Balance at 1 July 2017
Note
Share
capital
£000
Share
premium
£000
Capital
redemption
reserve
£000
Employee
share
reserve
£000
Retained
earnings
£000
Non-
controlling
interest
£000
Total
equity
£000
1,280
64,952
578
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
34,580
1,206
102,596
7,791
713
8,504
(2,595)
-
(2,595)
390
(2,205)
5,586
-
-
713
390
(2,205)
6,299
-
24
-
-
-
1,304
-
4
-
-
-
64,956
-
-
-
-
-
578
(3,920)
-
-
-
-
(3,920)
-
(23)
306
(575)
(3,305)
36,569
-
-
-
-
(336)
1,583
(3,920)
5
306
(575)
(3,641)
101,070
1,304
64,956
578
(3,920)
36,569
1,583
101,070
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,304
-
-
-
-
-
-
64,956
-
-
-
-
-
-
-
-
-
-
-
578
-
-
-
-
-
9,048
1,009
10,057
(4,031)
-
(4,031)
621
(3,410)
5,638
-
-
1,009
621
(3,410)
6,647
335
-
-
-
-
-
(3,585)
(158)
-
1,240
47
171
(3,645)
39,862
-
-
-
-
-
(705)
1,887
177
-
1,240
47
171
(4,350)
105,002
13
20
23
23
23
24
13
20
23
23
23
24
The Notes on pages 42 to 71 form an integral part of these Financial Statements.
41 Finsbury Food Group
Annual Report & Accounts 2017
Consolidated Cash Flow Statement
for the 52 weeks ended 1 July 2017 and 53 weeks ended 2 July 2016
Cash flows from operating activities
Profit for the financial year
Adjustments for:
Taxation
Net finance costs
Depreciation
Amortisation of intangibles
Non-cash impairment of assets and goodwill
Share of losses of equity accounted investees after tax
Contributions by employer to pension scheme
Change in fair value of foreign exchange contracts
Operating profit before changes in working capital
Changes in working capital:
Decrease/(increase) in inventories
Decrease/(increase) in trade and other receivables
(Decrease)/increase in trade and other payables
Cash generated from operations
Interest paid
Tax paid
Net cash from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of companies/investments
Deferred consideration paid
Net cash used in investing activities
Cash flows from financing activities
Net drawdown of invoice discounting
Repayment of revolving credit
Repayment of mortgage and bank loans
Repayment of asset finance liabilities
Issue of ordinary share capital
Options exercised/(purchase) of shares by employee benefit trust
Dividend paid to non-controlling interest
Dividend paid to shareholders
Net cash from financing activities
Net (decrease)/increase in cash and cash equivalents
Opening cash and cash equivalents
Effect of exchange rate fluctuations on cash held
Cash and cash equivalents at end of period
The Notes on pages 42 to 71 form an integral part of these Financial Statements.
Note
2017
£000
2016
£000
10,057
8,504
8
7
11
10
10
12
13
12
18
18
18
18
24
35
16
2,959
526
6,948
537
4,000
22
(200)
71
24,920
(39)
153
(2,566)
22,468
(892)
(2,650)
18,926
(12,542)
(80)
-
(12,622)
822
-
(2,937)
(133)
-
177
(705)
(3,645)
(6,421)
(117)
3,024
117
3,024
3,286
987
7,090
539
4,290
14
(117)
134
24,727
(1,091)
(2,253)
1,711
23,094
(1,180)
(1,603)
20,311
(12,141)
-
(50)
(12,191)
7,427
(2,000)
(3,672)
(284)
5
(2,835)
(336)
(3,305)
(5,000)
3,120
61
(157)
3,024
42 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Consolidated Financial Statements
(forming part of the Financial Statements)
Presentation of Financial Statements
Basis of Preparation
These accounts cover the 52 week period ended 1 July 2017 (prior financial year is the 53 week period ended 2 July 2016). The Group Financial
Statements consolidate those of the Company and its subsidiaries (together referred to as the “Group”). The Company is a public company which
is incorporated, domiciled and registered in the UK.
The Group Financial Statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards
as adopted by the EU (“Adopted IFRSs”). The Financial Statements for the Company have been prepared in accordance with UK Accounting Standards
and applicable law (UK Generally Accepted Accounting Practice), including Financial Reporting Standard 101 Reduced Disclosure Framework
(“FRS 101”), these are presented on pages 72 to 81.
It should be noted that current liabilities exceed current assets. Having reviewed the Group’s short and medium term plans and available financial
facilities, the Board has reasonable expectations that the Group has adequate resources to continue in operational existence for the next 12
months and the foreseeable future.
The Group meets its funding requirements through internal cash generation and bank credit facilities, which are committed until October 2019.
Committed banking facilities are £50.9m, of which £17.5m were drawn at the year end. The Group’s forecasts and projections, taking account of
reasonably possible changes in trading performance, including the possible effect of the UK’s decision to withdraw from the EU, show that the Group
will be able to operate comfortably within its current bank facilities. The Group has a relatively conservative level of debt to earnings. As a result,
the Directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook.
The Board reviews the Group’s 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 and none expected during the next 12 months. All covenant tests were passed at the year end.
After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in
operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in the preparation of the Financial
Statements. Accordingly, the Board continues to adopt the going concern basis in preparing the Financial Statements for both the Group and the
Parent Company. The Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of derivative
financial instruments and pension scheme assets.
Critical Accounting Estimates and Judgements
The Group is required to make estimates and assumptions concerning the future. These estimates and judgements are based on historical experience
and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting
estimates will, by definition, seldom equal the related actual results. Accounting estimates and judgements have been required for the production
of these Financial Statements. The following are those that are deemed to require the most complex judgements about matters that have the most
significant effect on the amounts recognised in the Financial Statements.
• The carrying value of goodwill and intangible assets is significant. The determination of the estimated recoverable amount is subjective due to
the inherent uncertainty involved in forecasting and discounting future cash flows. Impairment reviews in respect of intangibles are performed
where there is indication of impairment. Impairment of goodwill is carried out annually and can significantly impact the Group’s Consolidated
Statement of Profit and Loss for the year. The Group estimates the recoverable amounts based on historical experience of margin, volumes and
cost structure and expectations of future events. The discount rate takes account of the current market conditions and is applied as a pre-tax
discount factor to obtain a current value. Refer to Note 10 for further details.
• The Group has one defined benefit pension scheme. The net deficit or surplus is the difference between the plan assets and plan liabilities at the
period end date. The valuation of the assets and liabilities is based on a number of judgements. The assets are based on market value at the period
end date, the liabilities are based on actuarial assumptions such as discount, inflation and mortality rates. The assumptions applied are based
on advice provided by the scheme’s actuary in accordance with IAS 19 (Revised), further detail can be found in Note 13.
• A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary
difference can be utilised. The deferred tax asset recognised for losses relate to acquired businesses. Based on current and forecast levels of
profitability, the losses are expected to be utilised within 3 years.
• The Grain D’Or business unit has been historically loss making and despite the implementation of a range of initiatives to improve the business
including strict cost control and new working practices the site remained loss making in the year to 1 July 2017. The Company now proposes to
close the site. A formal consultation with representatives of the workforce commenced on 1 September 2017. The consultation is expected to
conclude mid October 2017. Until this consultation period concludes uncertainty remains over the use of the assets. In light of this a decision
has been taken to impair the assets used in the business by £4.0 million in the year to 1 July 2017. A degree of judgement has been exercised in
calculating the level of impairment based on information available at the time of preparing these Financial Statements.
43 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Consolidated Financial Statements
1. Significant Accounting Policies
The accounting policies set out below have been applied consistently to all periods presented in these consolidated Financial Statements,
except as explained in the basis of preparation, which addresses any changes in accounting policies resulting from new or revised standards.
Basis of Consolidation
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power over the entity. In assessing control, the Group takes into
consideration the potential voting rights. The acquisition date is the date on which control is transferred to the acquirer. The Financial Statements
of subsidiaries are included in the consolidated Financial Statements from the date that control commences until the date that control ceases.
The accounting policies of new subsidiaries are changed when necessary to align them with the policies adopted by the Group. Intra-group balances
and transactions are eliminated in preparing the consolidated Financial Statements.
Lightbody Stretz Limited which is 50% owned by the Group has been consolidated into the Group accounts as a subsidiary with a corresponding
non-controlling interest on the basis that the Group has the controlling interest. Control arises by virtue of the fact that Lightbody Group Limited,
a wholly owned subsidiary of Finsbury Food Group, has a majority of voting rights arising from an agreement between Lightbody Group Limited
and Philippe Stretz, the owner of the remaining 50%.
Business Combinations
The acquisition method of accounting is used in accounting for the acquisition of businesses. In accordance with IFRS 3 Business Combinations,
the assets and liabilities of the acquired entity are measured at fair value. When the initial accounting for a business combination is determined
provisionally, any adjustments to the provisional values allocated are made within twelve months of the acquisition date and are effected from
the date of acquisition.
Foreign Currency
Transactions in foreign currencies are translated to Sterling at the foreign exchange rate ruling at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies at the period end date are retranslated to Sterling at the foreign exchange rate ruling at that date.
Any exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which
they were initially recorded are recognised in the Consolidated Statement of Profit and Loss in the period in which they arise.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to Sterling,
at foreign exchange rates ruling at the period end date. The revenues and expenses of foreign operations are translated at an average rate for the
year where this rate approximates to the foreign exchange rates ruling at the dates of the transactions.
Derivative Financial Instruments
The Group has derivative financial instruments in respect of interest rate swaps and foreign exchange hedges. The Group does not hold derivative
financial instruments for trading purposes. The existing interest rate swaps and foreign exchange hedges used by the Group while they function
as hedges, do not meet the criteria for hedge accounting set out by IAS 39, and have thus been treated as financial assets and liabilities which are
carried at their fair value in the Consolidated Statement of Financial Position. Fair value is deemed to be market value, which is provided by the
counterparty at the year end date.
Changes in the market value of interest rate swaps have been recognised through the Consolidated Statement of Profit and Loss as finance income
or cost. Changes in the market value of foreign exchange hedges have been recognised through the Consolidated Statement of Profit and Loss within
administrative costs.
Non-derivative Financial Instruments
Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash equivalents,
loans and borrowings, and trade and other payables.
Unless otherwise indicated, the carrying amounts of the Group’s financial assets and liabilities are a reasonable approximation of their fair values.
Trade and other Receivables
The value of trade and other receivables is the amount that would be received if the receivable was paid on the period end date which is a close
approximation to amortised cost.
Trade and other Payables
The value of trade and other payables is the value that would be payable to settle the liability at the period end date.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash balances. Bank overdrafts that are repayable on demand and which form an integral part of the Group’s
cash management are included as a component of cash and cash equivalents.
Interest-bearing Borrowings
Interest-bearing borrowings are stated at amortised cost using the effective interest method.
44 Finsbury Food Group
Annual Report & Accounts 2017
1. Significant Accounting Policies (continued)
Property, Plant and Equipment
Recognition and Measurement
Items of property, plant and equipment are measured at cost or fair value at the date of acquisition, less accumulated depreciation and impairment
provisions. Costs include expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost
of materials and direct labour and any other costs directly attributable to bringing the asset to a working condition for its intended use, and the costs
of dismantling and removing the items and restoring the site on which they are located. Purchased software that is integral to the functionality
of the related equipment is capitalised as part of that equipment.
Depreciation
Depreciation is provided to write off the cost, less estimated residual value, of the property, plant and equipment by equal instalments over their
estimated useful economic lives to the Consolidated Statement of Profit and Loss. When parts of an item of property, plant and equipment have
different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. The depreciation rates used
are as follows:
Freehold buildings
Leasehold property
Fixtures and fittings
2%-20%
Up to the remaining life of the lease
10%-33%
Plant and equipment
Assets under construction Nil
Motor vehicles
10%-33%
25%-33%
Impairment reviews of fixed assets are undertaken if there are indications that the carrying values may not be recoverable.
Leased Assets
Leases under the terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial
recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments.
Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.
Assets acquired by finance lease and hire purchase are depreciated over the lease term or their useful lives.
Obligations under finance leases are included in liabilities net of the finance charge allocated to future periods. The finance element of the rental
payment is charged to the Consolidated Statement of Profit and Loss as finance expense so as to produce a constant periodic rate of charge on the
net obligations outstanding in each period.
Other leases are operating leases and the leased assets are not recognised on the Group’s Consolidated Statement of Financial Position.
Operating Lease Payments
Payments made under operating leases are recognised in the Consolidated Statement of Profit and Loss on a straight-line basis over the term
of the lease.
Finance Lease Payments
Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated
to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Equity Accounted Investees
Equity Accounted Investees (Associates) are those entities in which the Group has significant influence, but not control, over the financial and operating
policies. Significant influence is presumed to exist when the Group holds between 20 and 50 percent of the voting power of another entity.
Application of the Equity Method to Associates and Joint Ventures
Equity Accounted Investees are accounted for using the equity method (equity accounted investees) and are initially recognised at cost. The Group’s
investment includes goodwill identified on acquisition, net of any accumulated impairment losses. The consolidated Financial Statements include
the Group’s share of the total comprehensive income and equity movements of equity accounted investees, from the date that significant influence
commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an equity accounted investee,
the Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred
legal or constructive obligations or made payments on behalf of an investee.
Intangible Assets and Goodwill
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised but is tested
annually for impairment. Intangible assets are capitalised separately from goodwill as part of a business combination, only if the fair value can be
measured reliably on initial recognition and if the future economic benefits are expected to flow to the Group. All intangible assets recognised are
considered to have finite lives and are amortised on a straight-line basis over their estimated useful economic lives that range from 15 to 20 years.
Goodwill arises when the fair value of the consideration for the business exceeds the fair value of the net assets acquired. Where the excess is negative
(negative goodwill), the amount is taken to retained earnings. Goodwill is capitalised and subject to impairment reviews both annually and where
there are indications that the carrying value may not be recoverable.
45 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Consolidated Financial Statements
1. Significant Accounting Policies (continued)
Impairment
The carrying amounts of the Group’s intangible assets and goodwill are reviewed at each period end date to determine whether there is an indication
of impairment. Intangible assets and goodwill are considered to be impaired if objective evidence indicates that one or more events have had a negative
effect on the estimated future cash flows of that asset. If any such indication exists, the asset’s recoverable amount is estimated.
For goodwill and intangible assets that have an indefinite useful life, the recoverable amount is estimated at each period end date.
An impairment loss would be recognised whenever the carrying amount of an intangible asset, goodwill or its cash generating unit exceeds
its recoverable amount. Impairment losses are recognised in the Consolidated Statement of Profit and Loss.
Calculation of Recoverable Amount
The recoverable amount is the greater of the asset’s fair value less costs to sell and its value in use. In assessing an assets’ value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value
of money and the risks specific to the asset.
Inventories
Inventories are measured at the lower of cost and net realisable value. Cost is determined on the first-in first-out basis, and includes all direct costs
incurred and attributable production overheads. Net realisable value is based upon estimated selling price allowing for all further costs of completion
and disposal. Specific provisions are made against old and obsolete stock taking the value to zero or an estimated reduced value based on the most
likely route for disposal of each particular item of stock.
Employee Benefits
Defined Benefit Plans
Memory Lane Cakes Ltd operates a defined benefit pension scheme and the pension costs are charged to the Consolidated Statement of Profit and
Loss and Other Comprehensive Income in accordance with IAS 19 (revised), with current and past service cost being recognised as an administrative
expense, interest on assets and liabilities is shown as finance income or a finance cost in the Consolidated Statement of Profit and Loss.
The remeasurements are recognised in full in Other Comprehensive Income.
Defined Contribution Plans
The costs of contributing to defined contribution and personal pension schemes are charged to the Consolidated Statement of Profit and Loss
as an administrative expense in the period to which they relate.
Share Based Payment Transactions
The value, as at the grant date, of options granted to employees is recognised as an employee expense, with a corresponding increase in equity,
over the period in which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using
an option valuation model, taking into account the terms and conditions upon which the options were granted.
Revenue
Revenue represents the amounts derived from the sale of bakery products. Revenue is the invoiced value of consideration received or receivable
excluding value added tax, trade discounts, transactions with or between subsidiaries and less the cost of price promotions and sales related
rebates known as over-riders. Revenue is recognised upon despatch of goods. The nature and timing of promotions and overriders is typically
known, accruals are established at the time of sale based on information available and management’s expectations of the amounts necessary
to meet the claims of customers.
Segmental Reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including
revenues and expenses that relate to transactions with any of the Group’s other components. All segments’ operating results are reviewed regularly
by the Group’s Board of Directors. The Group’s Chief Operating Decision Maker is considered to be the Board.
Licence Fees
Payments made for licence fee charges are recognised under cost of sales in the Consolidated Statement of Profit and Loss in the period to which
they relate. Any charges relating to future years are deferred and recognised in the Consolidated Statement of Profit and Loss under cost of sales
over the life of the contract.
Finance Income and Cost
Finance costs comprise loan interest payable, interest payable and finance charges on finance leases recognised using the effective interest method,
unwinding of the discount on provisions and deferred consideration, interest on the net defined benefit pension plan position and adverse changes
in the fair value of interest rate swaps.
Finance income comprises interest receivable on funds invested and favourable changes in the fair value of interest rate swaps. Interest income
is recognised in Consolidated Statement of Profit and Loss as it accrues, using the effective interest method.
46 Finsbury Food Group
Annual Report & Accounts 2017
1. Significant Accounting Policies (continued)
Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Profit and Loss except
to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the period end date,
and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for taxation purposes. The following temporary differences are not provided for:
• The initial recognition of goodwill;
• The initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and
• The differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities,
using tax rates enacted or substantively enacted at the period end date. A deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the temporary difference can be utilised.
Research and Development Expenditure
The expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding,
is recognised in the Consolidated Statement of Profit and Loss as incurred.
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 Board as it is 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
• Significant non-recurring items
• Pension charges or credits in relation to the net pension position
• Revaluation of interest rate swaps and forward foreign currency contracts
The UK bakery segment manufactures and sells bakery products to the UK’s multiple grocers and foodservice sectors. This segment primarily comprises
the operations of Memory Lane Cakes Ltd, Lightbody Group Ltd, Campbells Cake Company Ltd, Johnstone’s Food Service Ltd, Fletchers Bakeries Ltd
and Nicholas & Harris Ltd. These subsidiaries are aggregated into a single segment as they share similar economic characteristics. The characteristics
considered are:
• The nature of the products – products are similar in nature and are classed as manufactured bakery products
• The production process – the production processes have the same or similar characteristics
• The economic characteristics – the average gross margins are expected to be similar
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.
A purchasing premium of 2% is charged from Group operations, and is calculated on materials and packaging spend 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 a loss from continuing operations of £0.2m (2016: £0.3m loss) being presented within the Group Operations segment.
The Group’s finance income and expenses cannot be meaningfully allocated to the individual operating segments.
47 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Consolidated Financial Statements
2. Revenue and Segment Information (continued)
52 week period ended 1 July 2017
External revenue continuing
Adjusted operating profit
Fair value foreign exchange contracts
Defined benefit pension scheme
Significant non-recurring items
Results from operating activities
Finance income
Finance cost
Net finance cost
Share of losses of equity accounted investees after tax
Profit before taxation
Taxation
Profit for the financial year
UK bakery
£000
281,580
15,369
Overseas
£000
32,716
2,219
Group operations
£000
Total Group
£000
-
(153)
314,296
17,435
(71)
200
(4,000)
13,564
555
(1,081)
(526)
(22)
13,016
(2,959)
10,057
195,883
3,922
199,805
(74,088)
(20,715)
(94,803)
12,542
6,948
537
4,000
-
Liabilities
£000
(20,386)
(234)
-
(95)
(20,715)
At 1 July 2017
Segment assets
Unallocated assets
Consolidated total assets
Segment liabilities
Unallocated liabilities
Consolidated total liabilities
Other segment information
Capital expenditure
Depreciation included in segment profit
Amortisation
Impairment of assets
Inter-segmental sale/(purchases)
Analysis of unallocated assets and liabilities:
Investments
Financial instruments
Cash and cash equivalents
Taxation balances
Unallocated assets
188,628
6,543
712
(62,483)
(5,041)
(6,564)
12,430
6,906
537
4,000
8,710
112
42
-
-
(8,710)
-
-
-
-
-
Assets
£000
297
560
3,024
41
3,922
Loans and borrowings
Financial instruments
Cash and cash equivalents
Taxation balances
Unallocated liabilities
With regard to revenue, five customers with sales of £64m, £39m, £31m, £22m and £22m account for 57% of revenue, which is attributable to the
UK bakery and Overseas segments above.
Impairment relates to the assets held in Grain D’Or, which fall under the UK bakery segment.
48 Finsbury Food Group
Annual Report & Accounts 2017
2. Revenue and Segment Information (continued)
53 week period ended 2 July 2016
External revenue continuing
Adjusted operating profit
Fair value foreign exchange contracts
Defined benefit pension scheme
Significant non-recurring items
Results from operating activities
Finance income
Finance cost
Net finance cost
Share of losses of equity accounted investees after tax
Profit before taxation
Taxation
Profit for the financial year
UK bakery
£000
291,196
15,887
Overseas
£000
28,484
1,511
Group operations
£000
Total Group
£000
-
(300)
319,680
17,098
(134)
117
(4,290)
12,791
221
(1,208)
(987)
(14)
11,790
(3,286)
8,504
194,456
3,305
197,761
(73,964)
(22,727)
(96,691)
12,141
7,090
539
4,290
-
Liabilities
£000
(22,570)
(157)
-
-
(22,727)
At 2 July 2016
Segment assets
Unallocated assets
Consolidated total assets
Segment liabilities
Unallocated liabilities
Consolidated total liabilities
Other segment information
Capital expenditure
Depreciation included in segment profit
Amortisation
Impairment of goodwill
Inter-segmental sale/(purchases)
Analysis of unallocated assets and liabilities:
Investments
Financial instruments
Cash and cash equivalents
Taxation balances
Unallocated assets
187,827
6,337
292
(61,557)
(5,355)
(7,052)
12,115
7,063
539
4,290
8,488
26
27
-
-
(8,488)
-
-
-
-
-
Assets
£000
253
-
3,024
28
3,305
Loans and borrowings
Financial instruments
Cash and cash equivalents
Taxation balances
Unallocated liabilities
With regard to revenue, five customers with sales of £66m, £39m, £29m, £24m and £23m account for 57% of revenue, which is attributable to the
UK bakery and Overseas segments above.
Impairment loss relates to the Anthony Alan Foods Ltd acquisition in 2007 which falls under the UK bakery segment.
49 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Consolidated Financial Statements
2. Revenue and Segment Information (continued)
An analysis by geographical segment is shown below:
Geographical split of revenue by destination
Continuing:
United Kingdom
Europe
Rest of World
Total continuing
2017
£000
2016
£000
276,177
38,119
-
314,296
286,562
33,118
-
319,680
Capital expenditure on segment assets is detailed in Note 2.
Geographical split by country of origin
United Kingdom
£000
Europe
£000
Total
£000
2017
Continuing revenue
Operating profit
Total assets
Total liabilities
Net assets
2016
Continuing revenue
Operating profit
Total assets
Total liabilities
Net assets
281,580
15,216
193,262
(89,762)
103,500
United Kingdom
£000
291,196
15,587
191,424
(91,336)
100,088
32,716
2,219
6,543
(5,041)
1,502
Europe
£000
28,484
1,511
6,337
(5,355)
982
314,296
17,435
199,805
(94,803)
105,002
Total
£000
319,680
17,098
197,761
(96,691)
101,070
The net assets shown under Europe comprises Lightbody Stretz Ltd, being the 50% owned Parent Company of Lightbody Europe SAS, the French
based selling and distribution business.
50 Finsbury Food Group
Annual Report & Accounts 2017
3. Expenses and Auditor’s Remuneration
Included in profit are the following:
Amortisation of intangibles
Depreciation of owned tangible assets
Depreciation on assets under finance leases and hire purchase contracts
Impairment of assets and goodwill (Note 4)
Loss on foreign exchange
Hire of plant and machinery – operating leases
Hire of other assets – operating leases
Movement on fair value of foreign exchange contracts
Research and development
Share option charges
2017
£000
2016
£000
537
6,715
233
4,000
1,360
1,006
1,833
71
2,328
1,240
539
6,770
320
4,290
326
810
1,877
134
2,287
739
2016
£000
47
122
22
-
104
Amortisation of intangibles for the year was £537,000 (2016: £539,000) relating to the Fletchers acquisition in October 2014.
Auditor’s remuneration:
Audit of these Financial Statements
Amounts receivable by the auditor and its associates in respect of:
Audit of the Financial Statements of subsidiaries of the Company
Taxation compliance services
Other tax advisory
Other services
2017
£000
50
123
35
7
100
The auditor’s remuneration is in respect of KPMG LLP. Fees for other services relates to pension advisory services and services relating
to information technology.
4. Significant Non-recurring Items
The Group presents certain items as significant and non-recurring. 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.
The Grain D’Or business has been historically loss making and despite the implementation of a range of initiatives to improve the business including
strict cost control and new working practices the site remained loss making in the year to 1 July 2017. The Company now proposes to close the site.
A formal consultation with representatives of the workforce commenced on 1 September 2017. The consultation is expected to conclude mid October
2017. Until this consultation period concludes uncertainty remains over the use of the assets. In light of this, a decision has been taken to impair the
assets used in the business by £4.0 million in the year to 1 July 2017.
A charge of £4.3 million in the previous year relates to impairment of goodwill acquired in 2007. This is included in administrative expenses in the
Consolidated Statement of Profit and Loss and Other Comprehensive Income.
51 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Consolidated Financial Statements
5. Staff Numbers and Costs
The average number of persons employed by the Group including Directors and excluding agency staff during the year, analysed by category,
was as follows:
Production
Selling and distribution
Administration, technical, new product development
The aggregate payroll costs of these persons were as follows:
Wages and salaries
Share option charges
Social security costs
Charge in respect of defined contribution pension plans
Number of Employees
2017
2016
2,617
243
302
3,162
2017
£000
72,127
1,240
6,427
1,257
81,051
2,621
229
200
3,050
2016
£000
71,131
739
6,478
1,187
79,535
52 Finsbury Food Group
Annual Report & Accounts 2017
6. Remuneration of Directors
Fees
Executive salaries
Bonuses and benefits
2017
£000
300
626
583
2016
£000
257
607
544
1,509
1,408
The aggregate of emoluments and amounts receivable under long-term incentive schemes of the highest paid Director was £693,000 (2016: £687,000),
there were no Company pension contributions made to a defined contribution scheme during the current or prior year. Bonuses include cash bonus
of £241,000 (2016: £245,000) and shares issued with a total cost of £91,000 (2016: £88,000). There were no share options exercised in the period
by the highest paid Director.
There were no retirement benefits accruing to Directors during the current or previous year.
The emoluments paid to Directors were as follows:
P Baker
E J Beale
S A Boyd – paid
S A Boyd – shares
J G Duffy – paid
J G Duffy – shares
R P E Duignan
M J Millard
P J Monk
Z Morgan
Fees
£000
75
23
-
-
-
-
60
53
36
53
300
Salary
£000
-
-
253
-
349
-
-
-
-
-
602
Benefits
£000
Annual bonus
£000
Year ended
1 July 2017
£000
Year ended
2 July 2016
£000
-
-
12
-
12
-
-
-
-
-
24
-
-
177
64
251
91
-
-
-
-
583
75
23
442
64
612
91
60
53
36
53
1,509
75
45
408
56
599
88
50
17
70
-
1,408
Shares comprise 71,639 shares issued to J G Duffy and 50,421 shares issued to S A Boyd. During the year awards over 889,996 shares under the
long-term incentive plan (LTIP) were granted to Directors in the form of nil cost options (2016: 1,200,146). The vesting of the awards is conditional
upon performance conditions over a three year period commencing 3 July 2016 and are subject to a further two year holding period.
Directors’ rights to subscribe for shares in the Company are listed below:
S A Boyd
S A Boyd
S A Boyd
J G Duffy
J G Duffy
J G Duffy
Number of
options at
1 July 2017
721,217
505,051
374,532
1,137,898
695,095
515,464
3,949,257
Number of
options at
2 July 2016
721,217
505,051
-
1,137,898
695,095
-
3,059,261
Exercise
price
Nil
Nil
Nil
Nil
Nil
Nil
Earliest
exercise date
01/07/2019
01/07/2020
30/06/2021
01/07/2019
01/07/2020
30/06/2021
Exercise
expiry date
26/06/2025
04/12/2025
29/09/2026
26/06/2025
04/12/2025
29/09/2026
The mid-market price of the ordinary shares on 1 July 2017 was 116p (2016: 111.0p) and the range during the 52 week period to 1 July 2017 was
103p to 137p (2016: 80p to 124p).
53 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Consolidated Financial Statements
7. Finance Income and Cost
Recognised in the Consolidated Statement of Profit and Loss
Finance income
Change in fair value of interest rate swaps
Bank interest receivable
Total finance income
Finance cost
Interest on net pension position
Bank interest payable
Interest on interest rate swap agreements
Total finance cost
8. Taxation
Recognised in the Consolidated Statement of Profit and Loss
Current tax
Current year
Adjustments for prior years
Total current tax
Deferred tax
Origination and reversal of temporary differences
Retirement benefit deferred tax charge
Adjustments for prior years
Total deferred tax
Total tax expense
2017
£000
555
-
555
(204)
(752)
(125)
(1,081)
2016
£000
219
2
221
(148)
(787)
(273)
(1,208)
2017
£000
2016
£000
3,270
(196)
3,074
(222)
1
106
(115)
2,959
2,745
82
2,827
928
(6)
(463)
459
3,286
Reconciliation of Effective Tax Rate
The weighted average hybrid rate of UK and French tax is 22.2% (2016: 21.8%). The tax assessed for the period is lower (2016: lower) than the hybrid
rate of UK and French tax. The UK corporation tax rate for the period is 20% reducing to 19% from 1 April 2017 (2016: 20%). The differences are
explained below:
Profit before taxation before losses from equity accounted investees
Tax using the UK corporation tax rate of 19.76% (2016: 20.00%)
Overseas profits charged at different taxation rate
Non-deductible expenses
Temporary differences
Restatement of opening net deferred tax due to rate change and differences in rates
R&D uplift current year
Adjustments to tax charge in respect of prior periods
Tax expense (excluding prior year disallowable impairment)
Tax rate for the period (excluding prior year disallowable impairment)
Disallowable intangible impairment
Total tax expense
2017
£000
13,038
2,577
344
160
-
68
(100)
(90)
2,959
21.4%
-
2,959
2016
£000
11,804
2,361
207
99
7
275
(140)
(381)
2,428
20.6%
858
3,286
54 Finsbury Food Group
Annual Report & Accounts 2017
8. Taxation (continued)
The UK corporation tax rate reductions from 20% to 19% from 1 April 2017 and 18% from 1 April 2020 were substantively enacted on 26 October 2015.
An additional reduction to 17% from 1 April 2020 was substantively enacted on 6 September 2016. The deferred tax assets and liabilities at 1 July 2017
have been calculated based on these rates.
The adjustment of £90,000 for prior year includes, ineligible capital spends offset partially by additional tax relief on qualifying R&D expenditure
for prior periods.
The Company has an unrecognised deferred tax asset of £162,605 (2016: £172,170) relating to capital losses carried forward. This asset has not been
recognised in the Financial Statements as it is not expected that suitable gains will arise in the future in order to utilise the underlying capital losses.
9. 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 being 126,979,000 (2016: 126,938,000).
Basic diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue to assume conversion of all
potential dilutive ordinary shares. At 1 July 2017, the diluted weighted average number of shares in issue was 130,992,000 (2016: 129,206,000).
An adjusted earnings per share and an adjusted diluted earnings per share have also been calculated for a 52 week period as in the opinion of the
Board this will allow shareholders to gain a clearer understanding of the trading performance of the Group and year on year comparisons. These
adjusted earnings per share exclude:
• Reorganisation and other significant non-recurring items
• IAS 39 ‘Financial Instruments: Recognition and Measurement’ fair value adjustment relating to the Group’s interest rate swaps and foreign
exchange contracts
• IAS 19 (revised) ‘Accounting for retirement benefits’ relating to net income
• The taxation effect at the appropriate rate on adjustments
• Amortisation of intangible assets
Profit
Profit attributable to equity holders of Company
(basic)
Significant non-recurring and other items
as per Strategic Report
Intangible amortisation net of deferred tax
Numerator for adjusted earnings per share
calculation (adjusted basic)
Shares
Weighted average number of ordinary shares in issue
during the period
Dilutive effect of share options
52 weeks to
1 Jul 2017
£000
53 weeks to
2 Jul 2016
£000
52 weeks to
2 Jul 2016
£000
9,048
2,901
446
12,395
7,791
4,250
442
12,483
7,528
4,250
442
12,220
Basic
‘000
Diluted
‘000
Basic
‘000
Diluted
‘000
Basic
‘000
Diluted
‘000
126,979
126,979
126,938
126,938
126,938
126,938
-
126,979
4,013
130,992
-
126,938
2,268
129,206
-
126,938
2,268
129,206
Basic
Pence
Diluted
Pence
Basic
Pence
Diluted
Pence
Basic
Pence
Diluted
Pence
Earnings per share (pence per share)
Basic and diluted
Adjusted basic and adjusted diluted
7.1
9.8
6.9
9.5
6.1
9.8
6.0
9.7
5.9
9.6
5.8
9.5
Significant non-recurring and other items are tabled in the Strategic Report on page 17 and comprise: significant non recurring items (£3,320,000).
Defined benefit pension scheme (£3,000) and fair value of interest rate swaps and foreign exchange contracts £422,000.
55 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Consolidated Financial Statements
10. Intangibles
Intangible assets comprise customer relationships, brands and goodwill.
Cost at 27 June 2015
Adjustment in respect of prior year acquisition
Additions
Cost at 2 July 2016
Transfer from tangible assets
Additions
Cost at 1 July 2017
Amortisation at 27 June 2015
Charge for the year 2 July 2016
Amortisation/impairment at 2 July 2016
Charge for the year 1 July 2017
Amortisation/impairment at 1 July 2017
Net book value at 27 June 2015
Net book value at 2 July 2016
Net book value at 1 July 2017
Goodwill
£000
71,704
1,754
-
73,458
-
-
73,458
-
(4,290)
(4,290)
-
(4,290)
71,704
69,168
69,168
Business
systems
£000
Brands and
licences
£000
Customer
relationships
£000
-
-
600
600
548
2,695
3,843
-
-
-
-
-
-
600
3,843
3,683
-
-
3,683
-
-
3,683
(929)
(144)
(1,073)
(143)
(1,216)
2,754
2,610
2,467
5,909
-
-
5,909
-
-
5,909
(296)
(395)
(691)
(394)
(1,085)
5,613
5,218
4,824
Total
£000
81,296
1,754
600
83,650
548
2,695
86,893
(1,225)
(4,829)
(6,054)
(537)
(6,591)
80,071
77,596
80,302
The brand and customer relationships recognised were purchased as part of the acquisition of Fletchers Group of Bakeries in October 2014. They are
considered to have finite useful lives and are amortised on a straight-line basis over their estimated useful lives of twenty years for brands and fifteen
years for customer relationships. The intangibles were valued using an income approach, using Multi-Period excess earnings Method for customer
relationships and Relief from Royalty Method for brand valuation. The amortisation of intangibles has been charged to administrative expenses
in the Income Statement. There is no amortisation on business systems during the year as the systems are yet to be brought into use.
Goodwill has arisen on acquisitions and reflects the future economic benefits arising from assets that are not capable of being identified individually
and recognised as separate assets. The goodwill reflects the anticipated profitability and synergistic benefits arising from the enlarged Group
structure. The goodwill is the balance of the total consideration less fair value of assets acquired and identified. The carrying value of the goodwill
is reviewed annually for impairment. The carrying value of all goodwill has been assessed during the year. A non-cash impairment of goodwill
arising from an acquisition in 2007 was made during the previous year.
The Group tests goodwill for impairment on an annual basis, or more frequently if there are indications that the goodwill may be impaired.
The recoverable amounts of the cash generating units are determined from value in use calculations. The key assumptions for the value in use
calculations are the discount rate used for future cash flows and the anticipated future changes in revenue, direct costs and indirect costs.
The assumptions used reflect the past experience of management and future expectations.
The Group prepares cash flow forecasts covering a five year period based on the detailed financial forecasts approved by management for the next
three years with estimated growth and inflation of 3% (2016: 3%) and 3% (2016: 3%) respectively thereafter. The cashflows beyond this forecast
are extrapolated to perpetuity using a nil growth rate on a prudent basis, to reflect the uncertainties of forecasting further than five years.
Changes in revenue and direct costs are based on past experience and expectations of future changes in the market.
The revenue growth rate combines volume, mix and price of products. An inflation factor has been applied to costs of sales, variable costs and
indirect costs and takes into consideration the general rate of inflation, movements in commodities, improvement in efficiencies from capital
investment and operations and purchasing initiatives.
A pre-tax discount rate of 10% (2016: 10%) has been used in these calculations. The Group has considered the economic environment and higher
level of return expected by equity holders due to the perceived risk in equity markets when selecting the discount rate. The discount rate used for
each cash generating unit has been kept constant as the market risk is deemed not to be materially different between the different segments
of the bakery sector, nor over time.
56 Finsbury Food Group
Annual Report & Accounts 2017
10. Intangibles (continued)
A non-cash impairment of the goodwill arising from the acquisition of Anthony Alan Foods Ltd in 2007 was made during the previous year.
The impairment reflects the challenging market and changing dynamics of the ‘healthier’ grocery market. The related goodwill has been fully
impaired and reflected in both the Lightbody of Hamilton and Memory Lane Cakes cash generating units accordingly. The impairment is shown
as a significant non-recurring item within administrative expenses.
Sensitivity analyses have been carried out by the Directors on the carrying value of all remaining goodwill using discount rates ranging between
3.5% and 15.0% which would not result in an impairment of any cash generating units. Management believe any increase in discount rates above
15% to be remote.
The carrying amount of goodwill has been allocated to cash generating units or groups of cash generating units as follows:
Nicholas & Harris
Lightbody of Hamilton
Memory Lane Cakes
Fletchers Bakery
Johnstone’s Food Service
2017
£000
2,980
45,698
-
20,118
372
69,168
2016
£000
2,980
45,698
-
20,118
372
69,168
57 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Consolidated Financial Statements
11. Property, Plant and Equipment
Cost
Balance at 28 June 2015
Exchange adjustments
Additions
Transfers
Disposals
Balance at 2 July 2016
Balance at 2 July 2016
Exchange adjustments
Transfers to intangible assets
Additions
Transfers
Disposals
Balance at 1 July 2017
Depreciation and impairment
Balance at 28 June 2015
Exchange adjustments
Depreciation charge for the financial period
Disposals
Balance at 2 July 2016
Balance at 2 July 2016
Impairment
Depreciation charge for the financial period
Transfers
Disposals
Balance at 1 July 2017
Net book value
At 27 June 2015
At 2 July 2016
At 1 July 2017
Land and
buildings
£000
Plant and
equipment
£000
Fixtures and
fittings
£000
Assets under
construction
£000
Total
£000
15,260
-
76
-
-
15,336
15,336
-
-
17
(29)
-
15,324
(4,742)
-
(422)
-
(5,164)
(5,164)
-
(390)
28
-
(5,526)
10,518
10,172
9,798
73,143
-
7,162
1,028
(265)
81,068
81,068
-
-
6,837
798
(4,364)
84,339
(39,557)
-
(6,289)
211
(45,635)
(45,635)
(4,000)
(6,057)
223
4,360
(51,109)
33,586
35,433
33,230
2,853
39
756
-
(49)
3,599
3,599
7
-
611
570
(43)
4,744
(1,947)
(27)
(379)
49
(2,304)
(2,304)
-
(501)
(251)
45
(3,011)
906
1,295
1,733
1,028
-
3,601
(1,028)
-
3,601
3,601
-
(548)
2,382
(1,339)
-
4,096
-
-
-
-
-
-
-
-
-
-
-
1,028
3,601
4,096
92,284
39
11,595
-
(314)
103,604
103,604
7
(548)
9,847
-
(4,407)
108,503
(46,246)
(27)
(7,090)
260
(53,103)
(53,103)
(4,000)
(6,948)
-
4,405
(59,646)
46,038
50,501
48,857
Leased Plant and Equipment
The net book value of assets held under finance lease or hire purchase contracts included above is as follows:
Plant and equipment
2017
£000
302
2016
£000
1,232
Security
HSBC Bank Plc, HSBC Asset Finance (UK) Ltd, HSBC Equipment Finance (UK) Ltd and HSBC Corporate Trustee Company (UK) Limited 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. Hire purchase obligations are secured on the underlying assets.
The lease obligations are secured on leased equipment (see Note 17).
58 Finsbury Food Group
Annual Report & Accounts 2017
12. Other Financial Assets and Liabilities
Non-current
Investments in equity accounted investees
At the beginning of the financial year
Additions
Share of losses
At the end of the financial year
Other financial assets
Current assets – derivatives
Fair value of interest rate swaps
Fair value of foreign exchange contracts
Total of derivatives with positive fair values
Current liabilities – derivatives
Fair value of interest rate swaps
Fair value of foreign exchange contracts
Total of derivatives with negative fair values
2017
£000
2016
£000
211
80
(22)
269
28
415
145
560
-
(234)
(234)
225
-
(14)
211
28
-
-
-
(140)
(17)
(157)
Investment in Associates
During the year the Group purchased 6.12% of the ordinary share capital of Dr Zak’s Ltd for a consideration of £80,000, taking the Group’s investment
to 31.12%. The cost of investment is deemed to be the fair value. The Group’s share of profit or loss of equity accounted Associates after tax is presented
in a single line in the Consolidated Statement of Profit and Loss. This is a loss of £22,000 for the current year (2016: £14,000 loss).
Interest Rate Swaps at Fair Value
The Group has a forward dated interest rate swap arrangement to hedge its risks associated with interest rate fluctuations:
£20.0 million for five years from 3 July 2017 (fixed) at 0.455%
Two swaps matured during the year:
£3.0 million for four years from 22 May 2013 (fixed) at 1.7% matured 22 May 2017
£6.0 million for three years from 2 June 2014 (fixed) at 1.9% matured 2 June 2017
There was no coverage in place at the year end, (2016: coverage of £9.0 million, equivalent to 46% of total net bank debt at a weighted average
rate of 1.8%).
A credit of £555,000 (2016: credit £219,000) is shown in finance income for the periods reflecting changes in the fair values of interest rate swaps.
Forward Foreign Exchange Contracts at Fair Value
The Group has entered into a number of forward foreign exchange contracts to minimise the impact of fluctuations in exchange rates. A charge
of £71,000 (2016: charge £134,000) is shown in administrative expenses for the periods reflecting changes in their fair value.
59 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Consolidated Financial Statements
13. Pension Schemes
A number of companies within the Group operate defined contribution pension schemes with one company also operating a defined benefit scheme.
Defined Contribution Scheme
The Group made contributions in respect of its defined contribution pension arrangements of £1,257,000 (2016: £1,187,000).
Defined Benefit Scheme
The Group’s defined benefit scheme is the Memory Lane Cakes Pension Scheme, which is a separately administered plan. At the financial year end,
the scheme had no active members accruing benefits (2016: nil), 196 deferred pensioner members (2016: 206) and 217 pensioner members (2016: 215).
The scheme was closed to future accrual on 31 May 2010. The assets of the scheme are held separately from those of the Company. The amounts
in the Financial Statements for the 52 weeks ended 1 July 2017 relating to defined benefit pension are based on a full actuarial valuation dated
31 December 2015, which was updated at the end of the scheme’s financial year 2016.
A £200,000 contribution was paid during the financial year by Memory Lane Cakes Limited (2016: £117,000). The Group’s contribution has been
agreed based on the outcome of the full actuarial valuation dated 31 December 2015. The valuation of the scheme on an equity/bond basis and
projected unit method, showed that there was a deficit at 31 December 2015 of £2,505,000 equivalent to an 11% deficit of liabilities over assets.
The valuation was conducted by a qualified independent actuary. This deficit is payable at a rate of £200,000 per annum until September 2020,
and £100,000 thereafter until September 2023. The next full valuation is due by 31 December 2018, which will challenge the appropriateness
of this recovery plan taking into consideration the deficit recovery contributions and actual returns realised on the pension scheme assets.
The present value of the Company’s committed deficit reduction contributions does not give rise to a net pension asset or additional balance sheet
liability in accordance with IFRIC 14.
Approximately 90% of the assets are held in two diversified growth funds which target 6 month LIBOR +5% and CPI +5% respectively. The scheme’s
assets are expected to provide real returns over the long-term. The expected return on cash balances held is based on the current Bank of England
base rate rather than long-term deposit rates as cash is held to cover short-term requirements.
The full actuarial valuation differs from the financial year end valuation deficit of £10,498,000 (2016: £6,463,000). No allowance is made in the
financial year end valuation for any outperformance expected from the scheme’s actual asset holding over and above high quality corporate bonds.
Fair value of plan assets
Present value of defined benefit obligations
Deficit recognised
The fair value of plan assets and the return on those assets were as follows:
Equities/target return fund
Property
Cash
Fair value of plan assets
Actual return on plan assets
2017
£000
2016
£000
19,985
(30,483)
(10,498)
2017
£000
17,872
1,989
124
19,985
1,319
19,287
(25,750)
(6,463)
2016
£000
17,291
1,868
128
19,287
(661)
None of the fair values of the assets shown above include any of the Company’s own financial instruments or any property occupied by,
or any other assets used by, the Company.
60 Finsbury Food Group
Annual Report & Accounts 2017
13. Pension Schemes (continued)
Movements in present value of defined benefit obligation
At beginning of financial year
Interest on plan obligations
Benefits paid
Remeasurement – experience gain on liabilities
Remeasurement – loss from changes to financial assumptions
Remeasurement – gain from changes to demographic assumptions
At end of financial year
Movements in fair value of plan assets
At beginning of financial year
Interest on plan assets
Return on plan assets less interest
Benefits paid
Contributions by employer
At end of financial year
2017
£000
2016
£000
(25,750)
(811)
821
-
(4,743)
-
(30,483)
19,287
607
712
(821)
200
19,985
(24,424)
(938)
756
236
(1,786)
406
(25,750)
20,587
790
(1,451)
(756)
117
19,287
Remeasurement gains and losses arise due to changes in the key assumptions such as inflation, mortality rates, demographic rates and discount
rates as well as experience gains and losses.
Expense Recognised in the Consolidated Statement of Profit and Loss
Interest on plan assets/finance income
Interest on plan obligations/finance expense
Total (expense)/income
607
(811)
(204)
790
(938)
(148)
Remeasurement Gains and Losses Recognised directly in Equity in the Statement of Comprehensive Income and Expense since 1 July 2006,
the transition date to Adopted IFRS
Cumulative amount at beginning of financial year
Recognised in the financial year – return on plan assets less interest
Recognised in the financial year – experience losses/(gains) on liabilities
Recognised in the financial year – loss from changes to financial assumptions
Recognised in the financial year – gains/(losses) from changes to demographic assumptions
Cumulative amount at end of financial year
Principal Long-term Actuarial Assumptions at the Year End
CPI price inflation assumption
Increases to pensions in payment
Discount rate for liabilities
Rate of return for plan assets
(8,600)
712
-
(4,743)
-
(12,631)
2017
%
2.4
2.4
2.7
2.7
(6,005)
(1,451)
236
(1,786)
406
(8,600)
2016
%
2.0
2.0
3.2
3.2
The differential between the assumed rate of inflation and the discount rate for liabilities is 0.3% (2016: 1.2%).
Salary inflation assumptions are as determined by the Board with regard to price inflation. The salary inflation from 31 May 2010 when the
scheme closed to future accrual was assumed to be in line with inflation.
61 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Consolidated Financial Statements
13. Pension Schemes (continued)
The financial assumptions are based on market conditions as at the review date of 1 July 2017 with discount rates based on the yields on long-dated
high quality corporate bonds. The discount rate is lower than the discount rate used last year reflecting the change in bond yields over this period.
The rate of return for plan assets is the long-term rate that reflects the yield on high quality corporate bonds as required under changes to IAS 19.
The rate of return is effectively based on the discount rate with no allowance made for any outperformance expected from the scheme’s actual asset
holding. The actual return on the scheme’s assets, net of expenses, over the year to the review date was around 6.9% (2016: -3.3%), the negative
return that occurred in the previous year was impacted by the uncertainty and volatility around the time of the EU referendum vote.
Changing the year end 2017 assumptions to those of 2016 year end listed on the previous page, the deficit would have been £5,755,000 compared
to the reported deficit of £10,498,000.
Pre-retirement mortality assumption
Post-retirement mortality assumption
2017
S2NA year of birth tables with CMI 2015
projections and 1.25% pa long-term rate of
improvement
S2NA year of birth tables with CMI 2015
projections and 1.25% pa long-term rate of
improvement
2016
S2NA year of birth tables with CMI 2015
projections and 1.25% pa long-term rate of
improvement
S2NA year of birth tables with CMI 2015
projections and 1.25% pa long-term rate of
improvement
Under the mortality tables adopted, the assumed future life expectancy at age 65 is as follows:
Male currently at age 45
Female currently at age 45
Male currently at age 65
Female currently at age 65
2017
24.2
26.5
22.5
24.6
2016
24.1
26.4
22.4
24.5
Sensitivity Analysis
The calculation of the defined benefit obligation is sensitive to the assumptions set out above. The following table summarises changes in these
assumptions and their approximate (decrease)/increase in liabilities.
Discount rate plus 0.5%
Discount rate minus 0.5%
Inflation plus 0.5%
Inflation minus 0.5%
Life expectancy plus 1.0 years
Life expectancy minus 1.0 years
2017
(£2.7 million)
£3.1 million
£2.9 million
(£2.9 million)
£0.7 million
(£0.7 million)
The above sensitivities are approximate and only show the likely effect of an assumption being adjusted whilst all other assumptions remain the same.
The weighted average duration of the defined benefit obligation is around 19 years.
Risk Mitigation Strategies
Whilst the scheme does not explicitly hold risk mitigation strategies such as swaps, annuities or liability driven investments, the investment strategy
is dominated by diversified growth funds which are intended to reduce the investment risk through diversification.
Effect of the Scheme on the Company’s Future Cashflows
The Company is required to agree a Schedule of contributions with the Trustees of the scheme following a valuation which must be carried out at least
once every three years. The next valuation of the scheme is due as at 31 December 2018. In the event that the valuation reveals a larger deficit than
expected the Company may be required to increase contributions above those set out in the existing Schedule of Contributions. Conversely, if the
position is better than expected contributions may be reduced. The total cash cost to the Company for the current financial year is £481,000, this
includes deficit recovery contributions, pension protection fund levy fees and cost of advisors. The Company expects to pay deficit recovery contributions
of £200,000 in the year to 30 June 2018. The projected net interest charge to the Consolidated Statement of Profit and Loss for the year to 30 June
2018 is £281,000. This projection assumes cashflows to and from the scheme are broadly unchanged from the current year figures and that there
will be no events that would give rise to a settlement/curtailment/past service cost.
62 Finsbury Food Group
Annual Report & Accounts 2017
13. Pension Schemes (continued)
Consolidated Statement of Financial Position
Fair value of plan assets
Present value of the defined benefit obligation
Deficit
Experience adjustments on plan assets
as a percentage of plan assets
Experience adjustments on plan liabilities
as a percentage of plan liabilities
Total remeasurement (losses)/gains
as a percentage of plan liabilities
14. Inventories
Raw materials and consumables
Finished goods
Inventories Recognised as an Expense
Opening inventories
Purchases
Increase/(decrease) in stock provisions
Closing inventories
Expensed during the period
15. Trade and Other Receivables
Trade receivables due from third parties
Other debtors
Prepayments and accrued income
2017
£000
2016
£000
2015
£000
2014
£000
19,985
(30,483)
(10,498)
712
3.6%
-
0.0%
(4,031)
13.2%
19,287
(25,750)
(6,463)
(1,451)
7.5%
236
0.9%
(2,595)
10.0%
20,587
(24,424)
(3,837)
656
3.2%
-
0.0%
(153)
0.6%
19,741
(23,371)
(3,630)
927
4.7%
-
0.0%
(726)
3.1%
2013
£000
18,728
(21,571)
(2,843)
332
1.8%
339
1.6%
(543)
2.5%
2017
£000
2016
£000
5,378
7,306
12,684
7,018
5,559
12,577
2017
£000
2016
£000
12,577
130,302
5
(12,684)
130,200
2017
£000
45,163
2,610
2,245
50,018
11,268
135,441
(199)
(12,577)
133,933
2016
£000
44,900
3,532
1,900
50,332
Specific provisions are made against doubtful debts taking the value of trade receivables to an estimated value based on the most likely outcome.
Cash received under the invoice discounting facility, amounting to £11,646,000 (2016: £10,824,000) is shown within current liabilities and is secured
on the trade receivables above. All the risks and rewards of the trade debtors lie with the Group.
16. Cash and Cash Equivalents Including Bank Overdrafts
Cash at bank and on hand
Bank overdraft
2017
£000
11,305
(8,281)
3,024
2016
£000
10,511
(7,487)
3,024
63 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Consolidated Financial Statements
17. 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.
Margin
Frequency of
repayments
Year of
maturity
Facility
£000
Drawn
£000
Current
£000
Non-current
£000
1.50%/base
2.00%/LIBOR
2.00%/LIBOR
1.75%/LIBOR
1.76%/base
2.00%/base
On demand
Quarterly
Varies
Quarterly
Monthly
On demand
Revolving*
2019
2019
2022
Various
-
22,000
13,400
8,000
3,470
2,000
2,000
50,870
11,646
6,337
-
2,457
57
-
20,497
(111)
20,386
11,646
2,568
-
369
57
-
14,640
(54)
14,586
Secured bank loans and mortgages over one year
Unamortised transaction costs
2017
Invoice discounting
Term loan
Revolving credit
Mortgage
Finance lease liabilities
Overdraft
Unamortised transaction costs
Repayments are as follows:
Between one and two years
Between two and five years
Between five and ten years
2016
Invoice discounting
Term loan
Revolving credit
Mortgage
Finance lease liabilities
Overdraft
Unamortised transaction costs
Secured bank loans and mortgages over one year
Unamortised transaction costs
Repayments are as follows:
Between one and two years
Between two and five years
Between five and ten years
Margin
Frequency of
repayments
Year of
maturity
Facility
£000
Drawn
£000
Current
£000
Non-current
£000
1.50%/base
2.00%/LIBOR
2.00%/LIBOR
1.75%/LIBOR
1.76%/base
2.00%/base
On demand
Quarterly
Varies
Quarterly
Monthly
On demand
Revolving*
2019
2019
2022
Various
-
22,000
13,400
8,000
3,470
2,000
2,000
50,870
10,824
8,905
-
2,826
190
-
22,745
(176)
22,569
10,824
2,568
-
369
133
-
13,894
(65)
13,829
*Revolving maturity above relates to the payment terms on the invoice discounting which is up to 90 days from the date of invoice. The invoice
discounting facility renewal date is October 2019.
-
3,769
-
2,088
-
-
5,857
(57)
5,800
5,857
(57)
5,800
2,894
2,292
614
5,800
-
6,337
-
2,457
57
-
8,851
(111)
8,740
8,851
(111)
8,740
2,940
4,817
983
8,740
64 Finsbury Food Group
Annual Report & Accounts 2017
17. Other Interest-bearing Loans and Borrowings (continued)
Finance lease liabilities are payable as follows:
Minimum lease
payments
£000
2017
Interest
£000
Principal
£000
2016
Minimum lease
payments
£000
Interest
£000
Principal
£000
Less than one year
Between one and five years
58
-
58
1
-
1
57
-
57
136
58
194
3
1
4
133
57
190
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. For more information about the Group’s exposure to interest rate risk, see Note 21.
As part of the bank borrowing facility the Group needs to meet certain covenants every six months. There were no breaches of covenants during
the year. The covenant tests required are Net bank debt : EBITDA, Interest cover, debt service cover and capital expenditure.
The bank facilities (excluding overdraft) available for drawdown are £48.9 million (2016: £48.9 million). At the period end date, the facility utilised
was £20.5 million (2016: £22.7 million), giving £28.4 million (2016: £26.2 million) headroom.
18. Analysis of Net Debt
Cash at bank
Debt due within one year
Debt due after one year
Invoice discounting due within one year
Hire purchase obligations due within one year
Hire purchase obligations due after one year
Total net bank debt
Debt
Cash at bank
Unamortised transaction costs
Total net bank debt
Cash at bank
Total debt payable excluding cash
19. Trade and Other Payables
Current
Trade creditors
Other creditors including taxes and social security
Accruals and deferred income
Note
At year ended
2 July 2016
£000
Cash flow
£000
At year ended
1 July 2017
£000
3,024
(2,937)
(8,794)
(10,824)
(133)
(57)
(19,721)
(22,569)
3,024
(176)
(19,721)
3,024
(22,745)
17
-
-
2,937
(822)
76
57
2,248
2,183
-
65
2,248
-
2,248
3,024
(2,937)
(5,857)
(11,646)
(57)
-
(17,473)
(20,386)
3,024
(111)
(17,473)
3,024
(20,497)
2017
£000
2016
£000
36,663
2,002
21,796
60,461
38,049
1,947
24,361
64,357
65 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Consolidated Financial Statements
20. Deferred Tax Assets and Liabilities
Recognised Deferred Tax Assets and Liabilities
Deferred tax assets and liabilities are attributable to the following:
Intangibles
Property, plant and equipment
Foreign exchange contracts
Short-term temporary differences
Interest rate swaps
Pension scheme charges
Employee share scheme charges
Losses acquired
Tax assets/(liabilities)
Net tax assets/(liabilities)
2017
£000
-
1,331
40
73
-
1,785
460
374
4,063
2,728
Assets
2016
£000
-
-
3
37
25
1,163
202
2,062
3,492
1,945
2017
£000
(1,239)
-
(25)
-
(71)
-
-
-
(1,335)
-
Liabilities
2016
£000
(1,409)
(138)
-
-
-
-
-
-
(1,547)
-
Short-term temporary differences relate to general provisions which will be allowed when utilised. The deferred tax asset recognised for losses
relate to acquired businesses, based on current and forecast levels of profitability, the losses are expected to be utilised within 3 years.
Movement in Deferred Tax during the Year
Intangibles
Property, plant and equipment
Foreign exchange contracts
Short-term temporary differences
Interest rate swaps
Pension scheme
Employee share scheme
Losses acquired
Intangibles
Property, plant and equipment
Foreign exchange contracts
Short-term temporary differences
Interest rate swaps
Pension scheme
Employee share scheme
Losses acquired
2 July
2016
£000
(1,409)
(138)
3
37
25
1,163
202
2,062
1,945
Recognised
in income
£000
Recognised
in equity
£000
170
1,469
12
36
(96)
1
211
(1,688)
115
-
-
-
-
-
621
47
-
668
27 June
2015
£000
-
(41)
(23)
(39)
72
767
758
2,849
4,343
Recognised
in income
£000
Recognised
in equity
£000
Recognition of
deferred tax on
intangible assets*
345
(97)
26
76
(47)
6
19
(787)
(459)
-
-
-
-
-
390
(575)
-
(185)
(1,754)
-
-
-
-
-
-
-
(1,754)
1 July
2017
£000
(1,239)
1,331
15
73
(71)
1,785
460
374
2,728
2 July
2016
£000
(1,409)
(138)
3
37
25
1,163
202
2,062
1,945
The deferred tax liability in respect of intangible assets will unwind in line with the amortisation of the intangible assets.
66 Finsbury Food Group
Annual Report & Accounts 2017
21. Financial Risk Management
The main purpose of the Group’s financial instruments is to finance the Group’s operations. The financial instruments comprise of bank term loans,
invoice discounting facility, hire purchase, finance leases, interest rate swaps, foreign currency forwards, cash and liquid resources and various items
arising directly from its operations, such as trade receivables and trade payables, the main risks arising from the Group’s financial instruments are
interest rate risk and liquidity risk. The Group’s policies on the management of liquidity, credit, interest rate and foreign currency risks are set out
below and the main risks are also referred to in the Strategic Report on pages 14 to 15.
a) Fair Values of Financial Instruments
All financial assets and liabilities are held at amortised cost apart from forward exchange contracts and interest rate swaps, which are held at fair
value, with changes going through the Consolidated Statement of Profit and Loss. The Group has not disclosed the fair values for financial instruments
such as short-term trade receivables and payables, because their carrying amounts are a reasonable approximation of fair values.
The fair values of forward exchange contracts and interest rate swaps are determined using a market comparison valuation technique. The fair values
are based on broker quotes. Similar contracts are traded in an active market and the quotes reflect the actual transactions in similar instruments.
The fair values relating to these instruments represent level 2 in the fair value hierarchy which relates to the extent the fair value can be determined
by reference to comparable market values. The classifications range from level 1 where instruments are quoted on an active market through to level 3
where the assumptions used to arrive at fair value do not have comparable market data.
b) Liquidity
The Group’s policy is to ensure that it has sufficient facilities to cover its future funding requirements. Short-term flexibility is available through the
existing bank facilities and the netting off of surplus funds. The carrying amounts are the amounts due if settled at the period end date. The contractual
undiscounted cash flows include estimated interest payments over the life of these facilities. The estimated interest payments are based on interest
rates prevailing at the 1 July 2017.
At year ended 1 July 2017
Non-derivative financial liabilities
Secured bank loans
Finance lease liabilities
Invoice discounting
Trade creditors
At year ended 2 July 2016
Non-derivative financial liabilities
Secured bank loans
Finance lease liabilities
Invoice discounting
Trade creditors
Derivative financial liabilities
Interest rate swaps liabilities
Carrying amount
£000
Total
£000
1 year
or less
£000
1 to 2
years
£000
2 to 5
years
£000
5 years
and over
£000
Contractual cashflows including estimated interest
(8,683)
(57)
(11,646)
(36,663)
(9,162)
(58)
(11,646)
(36,663)
(3,110)
(58)
(11,646)
(36,663)
(3,042)
-
-
-
(2,390)
-
-
-
(57,049)
(57,529)
(51,477)
(3,042)
(2,390)
(620)
-
-
-
(620)
Carrying amount
£000
Total
£000
1 year
or less
£000
1 to 2
years
£000
2 to 5
years
£000
5 years
and over
£000
Contractual cashflows including estimated interest
(11,555)
(190)
(10,824)
(38,049)
(12,401)
(194)
(10,824)
(38,049)
(3,202)
(136)
(10,824)
(38,049)
(140)
(60,758)
(108)
(61,576)
(108)
(52,319)
(3,128)
(58)
-
-
-
(3,186)
(5,063)
-
-
-
-
(5,063)
(1,008)
-
-
-
-
(1,008)
The carrying amount relating to interest rate swaps is the fair value.
The information relating to the interest rate swaps shown in the tables above indicate the cash flows associated with these instruments. This also
reflects the expected effect on the future profit. These amounts will change as interest rates change.
Short-term flexibility is available through existing bank facilities and the netting off of surplus funds.
67 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Consolidated Financial Statements
21. Financial Risk Management (continued)
c) Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations,
and arises principally from the Group’s receivables from customers. These trading exposures are monitored and managed at operating level and
are also monitored at Group level. Whilst there is a concentration of credit risk arising from the profile of five customers accounting for 57% of
total revenue, the Group deems this to be low risk due to the nature of these customers. The carrying amount of the financial assets represents
the maximum credit exposure. Therefore, the maximum exposure to credit risk for the trade receivables at the period end date was £45.2 million
(2016: £44.9 million) and the ageing of trade receivables at the period end date was:
Not past due
Past due 0-30 days
Past due 31-120 days
Past due more than 120 days
2017
£000
41,553
3,236
317
57
45,163
2016
£000
42,709
1,779
391
21
44,900
The above numbers are net of impairment provisions. Group policy is to provide in full against all receivable balances whose full recovery is significantly
in doubt. The provision is netted off the gross receivable.
The Group’s strategy is to focus on supplying UK multiple grocers and foodservice distributors, the nature of these customers is such that there
is a relatively low risk of them failing to meet their contractual obligations. There is no impairment necessary to the value of trade receivables at the
period end date over and above the specific credit note provision and bad debt provision held at the year end. The balance of £0.4 million past due
by more than 30 days is equivalent to less than 1 day sales (2016: £0.4 million, equivalent to less than 1 day).
d) Market Risk
i) Interest Rate Risk
The Group’s interest rate risk exposure is primarily to changes in variable interest rates. The Group has entered into three interest rate swap
arrangements in order to hedge its risks associated with any fluctuations. Details of swaps are given in Note 12.
The profile of the Group’s loans and overdraft at the period end date were split as follows:
Variable rate liabilities
2017
£000
2016
£000
20,497
22,745
There is no swap coverage at 1 July 2017. The Group has entered into a forward dated swap for £20,000,000 (2016: £9,000,000) to limit the risk
associated with the variable rate liabilities; the interest rate for the forward dated swap is 0.455% (2016: 1.8% weighted average interest rate).
Sensitivity
A 1% increase in the base rate or LIBOR would have the following impact on interest charges and associated net assets for the Group, this sensitivity
relates to interest-bearing bank borrowings and interest rate swaps only and excludes possible changes in pension financing costs.
Profit decrease
Decrease in net assets
2017
£000
197
197
2016
£000
345
345
A 1% decrease in the base rate or LIBOR would have an equal and opposite impact to those listed above.
The above movement is not equal to 1% of interest-bearing loans because of interest rate swap cover that is in place.
ii) Commodity Prices
Any rises in commodity prices can adversely impact the core profitability of the business. The Group will aim to pass on its increased costs to its
customers as far as is reasonable in the circumstances whilst maintaining its tight control over overhead costs to mitigate the impact on consumers.
The Group maintains a high expertise in its buying team and will consider long-term contracts where appropriate to reduce uncertainty in commodity
prices. Further information on input prices and risks is contained in the Strategic Report.
iii) Foreign Exchange Risk
The Group currently supplies UK manufactured products to Lightbody Stretz Ltd, its 50% owned selling and distribution business trading primarily
in Europe. The Group also purchases some raw materials in foreign currency. The consequence of this is that the Group is exposed to movement
in foreign currency rates. Forward foreign exchanges contracts are used to manage the net foreign exchange exposure.
68 Finsbury Food Group
Annual Report & Accounts 2017
21. Financial Risk Management (continued)
e) Debt and Capital Management
The Group’s objective is to maximise the return on net invested capital while maintaining its ongoing ability to operate and guaranteeing adequate
returns for shareholders and benefits for other stakeholders, within a sustainable financial structure. An interim dividend for the six months to
31 December 2016 of 1.0p per share was paid on 21 April 2017 to shareholders on the register at the close of business on 31 March 2017. Subject to
shareholder approval at the Company’s AGM on 22 November 2017, the final dividend of 2.0 pence per share will be paid on 22 December 2017 to
all shareholders on the register at 24 November 2017. It is the Company’s intention to pay dividends at an affordable rate so that the Company can
continue to invest in the business in order to grow profits.
The Group manages its capital by monitoring its gearing ratio on a regular basis, there are also covenant tests which are monitored regularly and
presented to the Group’s banks every six months. There have been no breaches of covenant tests during the year and the gearing ratio stands at
0.2 (2016: 0.2). The gearing ratio is calculated taking the total net debt including deferred consideration over net assets.
The Group considers its capital to include share capital, share premium and capital redemption reserve.
The Group does not have any externally imposed capital requirements.
22. Capital and Reserves
The reconciliation of movement in capital and reserves is shown as a primary statement: Consolidated Statement of Changes in Equity on page 40.
Equity comprises the following:
• Share capital representing the nominal value of equity shares
• Share premium representing the excess of the fair value of consideration received for the equity shares; (net of expenses of the share issue)
over nominal value of the equity shares
• Capital redemption reserve representing the buyback and cancellation of shares at nominal value
• Employee share reserve representing ordinary shares held in an employee benefit trust (EBT) to satisfy awards made to employees
• Retained earnings representing retained profits
23. Share Capital
In issue at beginning of the financial year
Shares issued
In issue at end of the financial year – fully paid
Allotted, called up and fully paid
Ordinary shares of 1p each
2017
000’s
2016
000’s
130,383
-
130,383
128,037
2,346
130,383
£000
£000
1,304
1,304
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings
of the Company. Shares are held in an Employee Benefit Trust, which is intended to be used to satisfy awards made to employees (3,057,272 shares
were held at the year end). All shares are the same class with equal rights.
69 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Consolidated Financial Statements
23. Share Capital (continued)
Share Based Payments
The Group operates both approved and unapproved share option schemes.
The fair value is calculated at the grant date and ultimately expensed in the Consolidated Statement of Profit and Loss over the vesting period, based
on the best available estimate of the number of share options expected to vest, with a corresponding credit to reserves. Upon exercise of the share
options the proceeds received net of attributable transaction costs are credited to share capital and where appropriate share premium.
There were a number of options granted during the course of the financial year to 1 July 2017 with further details given below.
Date of grant
29 September 2016
29 September 2016
Charge relating to options granted in the current year
Charge relating to options granted in prior years
Charge included in Administrative expenses
Number of
options
granted
889,996
544,384
Number of
options
expected
to vest
889,996
544,384
Exercise
price
Fair value
£000
Amount expensed
in year to
1 July 2017
£000
Nil
Nil
760
524
190
131
321
919
1,240
There were a number of options granted during the course of the financial year to 2 July 2016 with further details given below.
Date of grant
Number of
options
granted
4 December 2015
4 December 2015
Charge relating to options granted in the current year
Credit relating to options granted in prior years
Credit included in Administrative expenses
1,200,146
423,980
Number of
options
expected
to vest
972,118
343,424
Exercise
price
Fair value
£000
Nil
Nil
947
383
Amount
expensed
in year to
2 July 2016
£000
195
79
274
465
739
Details of share options outstanding at 1 July 2017 and movements during the year by exercise price is shown below:
Period of
expense
3 years
3 years
Period of
expense
3 years
3 years
Exercise
price
58.0p
54.8p
Nil
Nil
Nil
Nil
Nil
First
exercise
date
Last
exercise
date
May 2017
Jul 2017
Sep 2018
Jul 2019
Jul 2020
Jun 2021
Sep 2019
May 2024
Jul 2024
Dec 2025
Jun 2025
Dec 2025
Sep 2026
Sep 2026
At 2 July 2016
Granted
Forfeited
Cancelled
Exercised
At 1 July 2017
302,758
155,172
423,980
1,859,115
1,200,146
-
-
3,941,171
-
-
-
-
-
889,996
544,384
1,434,380
-
-
-
-
-
-
-
-
-
-
(29,899)
-
-
-
-
(29,899)
(302,758)
-
-
-
-
-
-
(302,758)
-
155,172
394,081
1,859,115
1,200,146
889,996
544,384
5,042,894
70 Finsbury Food Group
Annual Report & Accounts 2017
23. Share Capital (continued)
A summary of share options outstanding and movements for the year to 2 July 2016 is shown below:
At 27 June 2015
Granted
Forfeited
Cancelled
Exercised
At 2 July 2016
Number of options
7,638,244
1,624,126
(39,240)
(5,253,659)
(28,300)
3,941,171
There were no options exercisable at the period end date (2016: nil). There were 302,758 options exercised during the year (2016: 28,300). The average
share price at dates of exercise was 114 pence per share.
The options outstanding at the year end have weighted average exercise price of 1.7p (2016: 6.6p) and a weighted average contractual life of 5.9 years
(2016: 5.9 years).
The Company uses a Monte Carlo model for the valuation of the award subject to relative performance to the TSR of AIM listed companies. An external
consultant assists with the valuation of the awards.
The key inputs into the Monte Carlo model are as follows:
Expected life of option
Volatility of share price
Dividend yield
Risk free discount rate
Share price at grant date
Exercise price
Performance period
Post-vesting holding period
Employee turnover
2017
2016
3.0 years
25%
2.1%
0.10%
126.5p
Nil
3 years
0-2 years
Zero
3.0 years
29%
1.9%
0.80%
110.6p
Nil
3 years
0-2 years
Zero
24. Dividends
An interim dividend for the six months to 31 December 2016 of 1.0p per share was paid on 21 April 2017 to shareholders on the register at the close
of business on 31 March 2017. The amount paid was £1,270,233. A final dividend of 2.0p per share has been proposed taking the total dividend
for the year to 3.0p per share. Subject to shareholder approval at the Company’s AGM on 22 November 2017, the final dividend will be paid on
22 December 2017 to shareholders on the register at 24 November 2017.
During the year a dividend of £705,000 (2016: £336,000) was paid to the holders of the non-controlling interest in Lightbody Stretz Ltd.
25. Operating Leases
The Group has annual commitments under non-cancellable operating leases relating primarily to land and buildings, fork lift trucks and office
equipment. Land and buildings have been considered separately for lease classification. Land and buildings amounts relate to leasehold properties
at the Nicholas & Harris site, part of the Lightbody of Hamilton site, Fletchers’ sites in London and Manchester and Johnstone’s site in East Kilbride.
During the year £2,839,000 was recognised as an expense in the Consolidated Statement of Profit and Loss in respect of operating leases
(2016: £2,687,000).
Future minimum lease repayments under non-cancellable operating leases at the end of the financial periods are as follows:
On leases which expire in:
Less than one year
Between one and five years
More than five years
Land and Buildings
Other
2017
£000
2016
£000
2017
£000
2016
£000
2,372
7,979
7,805
18,156
2,348
8,299
9,452
20,099
839
1,064
29
1,932
811
979
33
1,823
26. Capital Commitments
At the financial year ended 1 July 2017, the Group had capital expenditure commitments of £429,000 (2016: £1,232,000).
71 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Consolidated Financial Statements
27. Related Parties
Related Party Transactions and Directors’ Material Interests in Transactions
A 50% owned subsidiary, Lightbody Stretz Ltd, paid Mr P Stretz, the Managing Director of Lightbody Stretz Ltd, £55,000 (2016: £58,000) in respect
of rent for offices. No balances were outstanding at either year end.
The Group paid £31,000 (2016: £81,000) for the supply of finished products from and received £52,000 (2016: £83,000) for the sale of finished
products to Party Fizz, a company 50% owned by Mr P Stretz. The amount payable and receivable at the year end was £nil (2016: £24,000) and
£3,000 (2016: £18,000) respectively.
The Group sold finished product to Dr Zak’s for a value of £196,000 during the year (2016: £269,000), the amount receivable at the year end was
£68,000 (2016: £78,000).
Transactions with the Memory Lane Pension Scheme are detailed in Note 13.
Mr E Beale is the Chief Executive of City Group Plc. Directors’ fees of £22,000 for Mr E Beale (2016: £45,000) have been paid to City Group.
Directors’ fees for Mr E Beale are ceded to his primary employer. During the previous year City Group provided Company Secretarial and ancillary
services to the Group up until 31 December 2015. Fees for these services amounted to £19,380 including VAT.
Mr P Baker is a Director of Crosta & Mollica Limited. The Group sold finished product to Crosta & Mollica for a value of £284,000 (2016: £nil),
the amount receivable at the year end was £36,000 (2016: £nil).
Transactions with Key Management Personnel
Directors of the Company and their immediate relatives control 3% (2016: 3%) of the voting shares of the Company.
The aggregate compensation of key management personnel (Main Board Executive Directors, Divisional MDs, and Executive Committee) is as follows:
Company contributions to money purchase pension schemes
Executive salaries and benefits
Executive bonuses
2017
£000
62
1,663
1,683
3,408
2016
£000
61
1,498
1,049
2,608
Share options held by Group Directors are set out in Note 6. Details of share options outstanding at 1 July 2017 for other key management
personnel by exercise price is shown in the table below.
Exercise
price
Nil
Nil
54.75p
58.00p
Number of
options at
1 July 2017
338,951
279,596
51,724
-
670,271
Number of
options at
2 July 2016
-
279,596
51,724
206,896
538,216
Earliest
exercise
date
30/09/2019
30/09/2018
03/07/2017
16/05/2017
Exercise
expiry
date
29/09/2026
04/12/2025
03/07/2024
16/05/2024
28. Post Consolidated Statement of Financial Position Events
Since the period end date, a proposal has been put forward to close our Grain D’Or business. Grain D’Or is a provider of premium baked products
for the UK pastry sector and based in London. The Company entered into a formal consultation period on 1 September 2017 with circa 250 employees
concerning the proposal. The business has been historically loss making and despite the implementation of a range of initiatives to improve the
business including strict cost control and new working practices the site remained loss making in the year to 1 July 2017. Formal consultation
is expected to conclude mid October 2017.
A formal employee group consultation has concluded at our small Campbells Cake Company factory in Twechar. A rationalisation program had
decreased the volumes considerably at the site and the overhead cost of running a small remote site was not sustainable in today’s competitive
market. To retain the site to the required industry standards would take significant investment, which the Group could not justify given the asset
limitations and small scale site. Following the formal consultation, a decision has been taken to cease production, with product manufacture being
transferred within the Group and a small amount of rationalisation. The closure will affect 22 employees and site is expected to close by end
October 2017.
29. Ultimate Parent Company
Finsbury Food Group Plc is the ultimate Parent Company.
72 Finsbury Food Group
Annual Report & Accounts 2017
Company Balance Sheet
at 1 July 2017 and 2 July 2016
Non-current assets
Investments
Deferred taxation
Current assets
Debtors
Other financial assets – fair value foreign exchange contracts
Cash and cash equivalents
Creditors: amounts falling due within one year
Net current assets
Total assets less current liabilities
Note
2017
£000
2016
£000
37
38
39
40
41
100,827
460
101,287
25,173
560
6,509
32,242
100,676
227
100,903
27,790
495
3,621
31,906
(9,633)
(10,098)
22,609
21,808
123,896
122,711
Creditors: amounts falling due after more than one year
41&43
(5,896)
(8,772)
Net assets
Capital and reserves
Called up share capital
Share premium account
Capital redemption reserve
Employee share reserve
Profit and loss account
Shareholders’ funds
118,000
113,939
1,304
64,956
578
(3,585)
54,747
118,000
1,304
64,956
578
(3,920)
51,021
113,939
44
44
44
45
These Financial Statements were approved by the Board of Directors on 15 September 2017 and were signed on its behalf by:
Stephen Boyd
Director
Registration number: 00204368
The Notes on pages 74 to 81 form an integral part of these Financial Statements.
73 Finsbury Food Group
Annual Report & Accounts 2017
Company Statement of Changes in Equity
for the 52 weeks ended 1 July 2017 and 53 weeks ended 2 July 2016
Share
capital
£000
Share
premium
£000
Note
Capital
redemption
reserve
£000
Employee
share reserve
£000
Retained
earnings
£000
Total
equity
£000
Balance at 28 June 2015
Loss for the financial year
Total comprehensive loss for the period
Transactions with owners, recorded directly in equity:
Own shares acquired
Shares issued during the year
Impact of share based payments credit to subsidiaries
Impact of share based payments
Deferred tax on share options
Dividend received
Dividend paid
Balance at 2 July 2016
Balance at 2 July 2016
Loss for the financial year
Total comprehensive loss for the period
Transactions with owners, recorded directly in equity:
Shares issued from EBT
Shares issued during the year
Impact of share based payments charge to subsidiaries
Impact of share based payments
Deferred tax on share options
Dividend received
Dividend paid
Balance at 1 July 2017
1,280
-
-
-
24
-
-
-
-
-
1,304
1,304
-
-
64,952
-
-
-
4
-
-
-
-
-
64,956
64,956
-
-
-
-
-
-
-
-
-
1,304
-
-
-
-
-
64,956
23
23
24
23
23
24
The Notes on pages 74 to 81 form an integral part of these Financial Statements.
578
-
-
-
-
-
-
-
-
-
578
578
-
-
-
-
-
-
-
-
-
578
-
-
-
33,566
(658)
(658)
100,376
(658)
(658)
(3,920)
-
-
-
-
-
-
(3,920)
(3,920)
-
-
335
-
-
-
-
-
-
(3,585)
-
(23)
(11)
306
(575)
21,721
(3,305)
51,021
51,021
(157)
(157)
(158)
-
(5)
1,240
47
6,404
(3,645)
54,747
(3,920)
5
(11)
306
(575)
21,721
(3,305)
113,939
113,939
(157)
(157)
177
-
(5)
1,240
47
6,404
(3,645)
118,000
74 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Company’s Financial Statements
(forming part of the Financial Statements)
30. Accounting Policies
The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the
Financial Statements.
Basis of Preparation
The financial year was the 52 weeks ended 1 July 2017 (prior financial year 53 weeks ended 2 July 2016).
These Financial Statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”).
In preparing these Financial Statements, the Company applies the recognition, measurement and disclosure requirements of International
Financial Reporting Standards as adopted by the EU (“Adopted IFRSs”), but makes amendments where necessary in order to comply with
Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.
The Company proposes to continue to adopt the reduced disclosure framework of FRS 101 in its next Financial Statements.
Under section 408 of the Companies Act 2006 the Company is exempt from the requirement to present its own Profit and Loss Account. The profit
or loss for the year is set out in the Statement of Changes in Equity.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under the standard in relation to the following
disclosures;
• Presentation of a Cash Flow Statement and related notes
• Capital management
• Comparative period reconciliations for share capital and tangible fixed assets
• Impairment of assets
• Transactions with wholly owned subsidiaries
• The effects of new but not yet effective IFRSs
• Key management personnel
As the consolidated Financial Statements of Finsbury Food Group Plc include the equivalent disclosures, the Company has also taken the exemptions
under FRS 101 available in respect of the following disclosures:
• IFRS 2 Share Based Payments in respect of Group settled share based payments
• Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instrument Disclosures
Where required equivalent disclosures are given in the Group accounts of Finsbury Food Group Plc, which are available within this Report.
The Financial Statements are prepared on the historical cost basis except where stated at their fair value. The principal accounting policies
of the Company are as follows:
Investments
Investments are stated at cost less provision for any permanent impairment. Any impairment is charged to the profit and loss as it arises. Impairment
to investments is tested via impairment testing performed over goodwill, as discussed in Note 1 of the Group Significant Accounting Policies.
Foreign Currency
Transactions in foreign currencies are translated to Sterling at the foreign exchange rate ruling at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies at the period end date are retranslated to Sterling at the foreign exchange rate ruling at that date.
Any exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which
they were initially recorded are recognised in the Consolidated Statement of Profit and Loss in the period in which they arise.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to Sterling,
at foreign exchange rates ruling at the period end date. The revenues and expenses of foreign operations are translated at an average rate for the
year where this rate approximates to the foreign exchange rates ruling at the dates of the transactions. This revaluation is recognised through
Other Comprehensive Income.
Derivative Financial Instruments
The Company has derivative financial instruments in respect of interest rate swaps and foreign exchange hedges. The Company does not hold
derivative financial instruments for trading purposes. The existing interest rate swaps and foreign exchange hedges used by the Company while
they function as hedges, do not meet the criteria for hedge accounting set out by IAS 39, and have thus been treated as financial assets and liabilities
which are carried at their fair value in the Company Balance Sheet. Fair value is deemed to be market value, which is provided by the counterparty
at the year end date.
Changes in the market value of interest rate swaps have been recognised through the Consolidated Statement of Profit and Loss as finance income
or cost. Changes in the market value of foreign exchange hedges have been recognised through the Consolidated Statement of Profit and Loss
within administrative costs.
75 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Company’s Financial Statements
30. Accounting Policies (continued)
Non-derivative Financial Instruments
Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash equivalents,
loans and borrowings, and trade and other payables.
Unless otherwise indicated, the carrying amounts of the Group’s financial assets and liabilities are a reasonable approximation of their fair values.
Trade and Other Payables
The value of trade and other payables is the value that would be payable to settle the liability at the period end date.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash balances. Bank overdrafts that are repayable on demand and which form an integral part of the Group’s
cash management are included as a component of cash and cash equivalents.
Interest-bearing Borrowings
Interest-bearing borrowings are stated at amortised cost using the effective interest method.
Share Based Payment Transactions
The value, as at the grant date, of options granted to employees is recognised as an employee expense, with a corresponding increase in equity,
over the period in which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using
an option valuation model, taking into account the terms and conditions upon which the options were granted.
Taxation
The credit for taxation is based on the loss for the year and takes into account taxation deferred because of temporary differences between the
treatment of certain items for taxation and accounting purposes.
Deferred tax is recognised, without discounting, in respect of all temporary differences between the treatment of certain items for taxation and
accounting purposes which have arisen but not reversed by the balance sheet date.
Going Concern
After making enquiries and on the basis of current financial projections and available funds and facilities, the Directors are satisfied that the
Company has adequate resources to continue in operation for the next 12 months and, therefore, consider it appropriate to prepare the Financial
Statements on the going concern basis.
Shares held by Employee Share Trusts
Shares held to satisfy options are accounted for in accordance with IAS 32 ‘Financial Instruments’. All differences between the purchase price of
the shares held to satisfy options granted and the proceeds received for the shares, whether on exercise or lapse, are charged to reserves.
31. Remuneration of Directors
Details of Directors’ remuneration are set out in Note 6 of the Group’s Financial Statements.
32. Staff Numbers and Costs
The average number of persons employed by the Company (including Directors) during the year, analysed by category, was as follows:
Directors and administrative staff
The aggregate payroll costs of these persons were as follows:
Wages and salaries
Social security costs
Other pension costs
Number of employees
2017
39
2017
£000
4,219
382
198
4,799
2016
37
2016
£000
3,330
463
142
3,935
76 Finsbury Food Group
Annual Report & Accounts 2017
33. Share Based Payments
Details of Directors share options are set out in Note 6 of the Group’s Financial Statements and details of all share options issued are set out in
Note 23 to the Group Financial Statements. During the year 330,301 (2016: 194,404) of the total 544,384 (2016: 423,980) share options granted
were issued to employees of the Company. The remaining options were granted to employees of the subsidiary companies with corresponding
charges to the relevant profit and loss accounts. The total charge in the financial year to the Company for all share options relating to current and
prior years was £1,084,000 (2016: £248,000). Credits relating to options exercised, cancelled or lapsed after vesting have also been passed to the
subsidiaries during the year. The charge totalled £151,000 (2016: £47,000) and has resulted in an increase (2016: increase) in the total cost
of investments in the Company balance sheet. Details of Directors’ share options are set out in Note 6 of the Group’s Financial Statements.
34. Finance Income and Cost
Recognised in the Company Statement of Profit and Loss
Finance income
Change in fair value of interest rate swaps
Inter-group recharge
Bank interest receivable
Total finance income
Finance cost
Bank interest payable
Interest on interest rate swap agreements
Total finance cost
Net finance cost
2017
£000
555
157
1
713
(428)
(125)
(553)
160
2016
£000
219
124
2
345
(532)
(273)
(805)
(460)
35. Dividends
On 16 December 2016, a final dividend of 1.87p per share was paid to shareholders on the register at the close of business on 18 November 2016,
the amount paid was £2,374,822. An interim dividend for the six months to 31 December 2016 of 1.0p per share was paid on 21 April 2017 to
shareholders on the register at the close of business on 31 March 2017. The amount paid was £1,270,233.
A final dividend of 2.0p per share has been proposed taking the total dividend to 3.0p per share. Subject to shareholder approval at the Company’s
AGM on 22 November 2017, the final dividend will be paid on 22 December 2017 to all shareholders on the register at 24 November 2017.
77 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Company’s Financial Statements
36. Investment in Subsidiaries and Equity Accounted Investees
Set out below are all undertakings of the Company whose results are included in the Consolidated Financial Statements for the period ended
1 July 2017.
Subsidiary
Anthony Alan Foods Ltd
Maes Y Coed Rd, Cardiff, CF14 4XR
California Cake Company Ltd
73 Bothwell Rd, Hamilton ML3 0DW
California Cake Company (Holdings) Ltd
73 Bothwell Rd, Hamilton ML3 0DW
Campbells Cake Company Ltd
73 Bothwell Rd, Hamilton ML3 0DW
Campbells Cake (Holdings) Ltd
73 Bothwell Rd, Hamilton ML3 0DW
Direct/Indirect
ownership
Country of incorporation
Class of
shares held
2017
2016
Direct
England and Wales
Ordinary £1
100%
100%
Indirect
Direct
Indirect
Direct
Scotland
Ordinary £1
100%
100%
Scotland
Ordinary £1
100%
100%
Scotland
Ordinary £1
100%
100%
Scotland
Ordinary £1
100%
100%
Dr Zak’s Ltd
Unit 3 Stirling Court, Stirling Way, Borehamwood, England WD6 2BT
Indirect
England and Wales
Ordinary £1
31%
25%
Fennel Acquisition Ltd
Maes Y Coed Rd, Cardiff, CF14 4XR
Fletchers Bakeries Ltd
Maes Y Coed Rd, Cardiff, CF14 4XR
Fletchers Bakeries Investment Ltd
Maes Y Coed Rd, Cardiff, CF14 4XR
Goswell Enterprises Ltd
Maes Y Coed Rd, Cardiff, CF14 4XR
Goswell Marketing Ltd
Maes Y Coed Rd, Cardiff, CF14 4XR
Johnstone’s Food Service Ltd
73 Bothwell Rd, Hamilton ML3 0DW
Lightbody Celebration Cakes Ltd
73 Bothwell Rd, Hamilton ML3 0DW
Lightbody Group Ltd
73 Bothwell Rd, Hamilton ML3 0DW
Lightbody Holdings Ltd
73 Bothwell Rd, Hamilton ML3 0DW
Lightbody of Hamilton Ltd
73 Bothwell Rd, Hamilton ML3 0DW
Lightbody-Stretz Ltd
73 Bothwell Rd, Hamilton ML3 0DW
Lightbody Europe SAS
14 Allée Coysevox, CS 56939, 35069 Rennes Cedex France
Memory Lane Cakes Ltd
Maes-y-coed Rd, Cardiff, CF14 4XR
Murray Traders Ltd
3 Inch Marnock, St Leonards, East Kilbride South Lanarkshire G74 2JQ
Nicholas & Harris Ltd
Maes Y Coed Rd, Cardiff, CF14 4XR
Storesurvey Ltd
Maes Y Coed Rd, Cardiff, CF14 4XR
Direct
England and Wales
Ordinary £1
100%
100%
Indirect
England and Wales
Ordinary £1
100%
100%
Indirect
England and Wales
Ordinary £1
100%
100%
Indirect
England and Wales
Ordinary £1
100%
100%
Indirect
England and Wales
Ordinary £1
100%
100%
Indirect
Indirect
Direct
Indirect
Indirect
Indirect
Indirect
Scotland
Ordinary £1
100%
100%
Scotland
Ordinary £1
100%
100%
Scotland
Ordinary £1
100%
100%
Scotland
Ordinary £1
100%
100%
Scotland
Ordinary £1
100%
100%
Scotland
Ordinary £1
50%
50%
France
Ordinary £1
50%
50%
Direct
England and Wales
Ordinary 1p
100%
100%
Indirect
Scotland
Preference £1
10.5% 10.5%
Indirect
England and Wales
Ordinary £1
100%
100%
Direct
England and Wales
Ordinary £1
100%
100%
78 Finsbury Food Group
Annual Report & Accounts 2017
37. Fixed Asset Investments
Cost
At beginning of financial year
Additions
At end of financial year
Net book value
At 1 July 2017
At 2 July 2016
£000
100,676
151
100,827
100,827
100,676
The additions relate to share option charge of £151,000 (2016: £47,000) passed down to individual subsidiaries.
38. Deferred Tax
Recognised deferred tax assets and liabilities:
Employee share scheme charges
Interest rate swaps
Foreign exchange contracts
Tax assets/(liabilities)
Net tax assets
Assets
Liabilities
2017
£000
2016
£000
2017
£000
2016
£000
460
-
-
460
364
202
25
-
227
138
-
(71)
(25)
(96)
-
-
-
(89)
(89)
-
The deferred tax asset at 1 July 2017 has been calculated based on the rate of 17% substantively enacted at the balance sheet date. The impact
through the profit and loss of reduction from 18% to 17% on recognised net deferred tax asset is £8,000 charge.
Movement in Deferred Tax during the Year
Employee share scheme
Interest rate swaps
Foreign exchange contracts
Movement in Deferred Tax during the Prior Year
Employee share scheme
Interest rate swaps
Foreign exchange contracts
39. Debtors
Amounts owed by Group undertakings
Other taxation
Prepayments and accrued income
2 July
2016
£000
Recognised
in income
£000
Recognised
in equity
£000
202
25
(89)
138
211
(96)
64
179
47
-
-
47
28 June
2015
£000
Recognised
in income
£000
Recognised
in equity
£000
758
72
11
841
19
(47)
(100)
(128)
(575)
-
-
(575)
1 July
2017
£000
460
(71)
(25)
364
2 July
2016
£000
202
25
(89)
138
2017
£000
2016
£000
24,928
57
188
25,173
27,700
15
75
27,790
79 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Company’s Financial Statements
40. Forward Foreign Exchange Contracts at Fair Value
The Group has entered into a number of forward foreign exchange contracts to minimise the impact of fluctuations in exchange rates. A charge
of £350,000 (2016: credit £554,000) is included in administrative expenses for the periods reflecting changes in their fair value.
41. Creditors: Amounts Falling Due Within One Year
Bank loan
Trade creditors
Amounts due to Group undertakings
Other financial liabilities – fair value interest rate swaps
Other financial liabilities – fair value foreign exchange contracts
Corporation tax
Other taxes and social security
Accruals and deferred income
2017
£000
2,883
45
52
-
-
134
122
6,397
9,633
2016
£000
2,872
143
33
140
-
-
114
6,796
10,098
Other Financial Liabilities – Fair Value Interest Rate Swaps
The Group has one forward dated interest rate swap for five years from 3 July 2017 with a coverage of £20 million fixed at a rate of 0.455%.
Two swaps expired during the year:
£3.0m for four years from 22 May 2013 (fixed) at 1.7% expired 22 May 2017
£6.0m for three years from 2 June 2014 (fixed) at 1.9% expired 2 June 2017
There was no coverage at year end (2016: coverage of £9.0 million, equivalent to 78% of total net bank debt with a weighted average rate of 1.8%).
A credit of £555,000 (2016: £219,000) is shown in finance income for the previous year reflecting changes in the fair values of interest rate swaps.
The fair values are liabilities as a result of the current low levels of base and LIBOR interest rates.
42. Creditors: Amounts Falling Due After More Than One Year
Total bank loans and mortgages
Deferred tax liability
2017
£000
5,800
96
5,896
2016
£000
8,683
89
8,772
HSBC Bank Plc, HSBC Asset Finance (UK) Ltd, HSBC Equipment Finance (UK) Ltd and HSBC Corporate Trustee Company (UK) Limited 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.
80 Finsbury Food Group
Annual Report & Accounts 2017
43. Interest-bearing Loans and Borrowings
This note provides information about the contractual terms and repayment schedule of the Company’s interest-bearing loans and borrowings,
which are measured at amortised cost. For more information about the Group’s exposure to interest rate risk, see Note 21.
2017
Currency
Margin
Above
Frequency of
repayments
Year of
maturity
Total
£000
Current
£000
Non-current
£000
GBP
GBP
GBP
2.00%
2.00%
1.75%
LIBOR
LIBOR
LIBOR
Quarterly
Varies
Quarterly
2019
2019
2022
6,337
-
2,457
(111)
8,683
2,568
-
369
(54)
2,883
Term loan
Revolving credit
Mortgage
Unamortised transaction costs
Repayments are as follows:
Between one and two years
Between two and five years
Between five and ten years
Between ten and fifteen years
3,769
-
2,088
(57)
5,800
2,894
2,292
614
-
5,800
2016
Currency
Margin
Above
Frequency of
repayments
Year of
maturity
Total
£000
Current
£000
Non-current
£000
GBP
GBP
GBP
2.00%
2.00%
1.75%
LIBOR
LIBOR
LIBOR
Quarterly
Varies
Quarterly
2019
2019
2022
8,905
-
2,826
(176)
11,555
2,568
-
369
(65)
2,872
Term loan
Revolving credit
Mortgage
Unamortised transaction costs
Repayments are as follows:
Between one and two years
Between two and five years
Between five and ten years
Between ten and fifteen years
6,337
-
2,457
(111)
8,683
2,883
5,185
615
-
8,683
44. Called Up Share Capital
Note 23 in the Group Financial Statements gives details of called up share capital.
45. Capital and Reserves
The reconciliation of the movement in capital and reserves is shown as a primary statement in the Company’s Financial Statements: Company
Statement of Changes in Equity on page 73 with definition details in Note 22 to the consolidated Financial Statements.
46. Contingent Liabilities
The Company has guaranteed the overdrafts of its subsidiaries; there was a net cash position at the year end of £3,024,000 (2016: £3,024,000).
47. Related Party Disclosures
Note 27 in the Group’s Financial Statements gives details of related party transactions.
48. Financial Risk Management
The Company’s policies on the management of liquidity, credit and interest rate risks are managed at a Group level and are set out in Note 21
in the Group’s Financial Statements and also referred to in the Strategic Report.
81 Finsbury Food Group
Annual Report & Accounts 2017
Notes to the Company’s Financial Statements
Presentation of Financial Statements
Basis of Preparation of Consolidated Financial Statements
The Group has adopted the following IFRSs in these Financial Statements:
• Clarification of Acceptable Methods of Depreciation and Amortisation – Amendments to IAS 16 and IAS 38 (effective date 1 January 2016)
• Equity Method in Separate Financial Statements – Amendments to IAS 27 (effective date 1 January 2016)
• Annual Improvements to IFRSs – 2012-2014 Cycle (effective date 1 January 2016)
The application of the above standards and interpretations has not had a material effect on the net assets, results and disclosures of the Group.
The IASB and the IFRIC have also issued the following standards and interpretations with an effective date after the date of these
Financial Statements.
New Standards and Interpretations Endorsed but not yet Effective
• IFRS 9 Financial Instruments – effective 1 January 2018
• IFRS 15 Revenue from Contracts with Customers – effective 1 January 2018
Work will begin in the new financial year to assess the impact of the new standards and interpretations on the Group’s Financial Statements.
New Standards and Interpretations not yet Endorsed and not yet Effective
• IFRS 16 Leases – effective from 1 January 2019
• IFRS 2 Classification and Measurement of Share-based Payment Transactions – effective 1 January 2018
• Annual Improvements to IFRSs – 2014-2016 Cycle (effective date 1 January 2018)
• IFRIC Interpretation 22 Foreign Currency Transactions and Advance Consideration (effective date 1 January 2018)
Work will begin in the new financial year to assess the impact of the new standards and interpretations on the Group’s Financial Statements.
82 Finsbury Food Group
Annual Report & Accounts 2017
Advisers
Registered Office
Maes Y Coed Road
Cardiff
CF14 4XR
Tel: 029 20 357 500
Registrars
Capita Registrars
34 Beckenham Road
Beckenham
Kent
BR3 4TU
Company Secretary
ONE Advisory Limited
201 Temple Chambers
3-7 Temple Avenue
London
EC4Y 0DT
Tel: 020 7583 8304
Auditor
KPMG LLP
Chartered Accountants
3 Assembly Square
Britannia Quay
Cardiff Bay
CF10 4AX
Nominated Adviser and Broker
Cenkos Securities Plc
6.7.8 Tokenhouse Yard
London
EC2R 7AS
Solicitors
CMS Cameron McKenna LLP
Cannon Place
78 Cannon Street
London
EC4N 6AF
Remuneration Committee Adviser
Deloitte LLP
Four Brindleyplace,
Birmingham,
B1 2HZ
Registered Number
00204368
83 Finsbury Food Group
Annual Report & Accounts 2017
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