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FIF Finsbury Food Group Plc

110.00
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Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Finsbury Food Group Plc LSE:FIF London Ordinary Share GB0009186429 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 110.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Finsbury Food Group PLC Preliminary Results (9610Q)

18/09/2017 7:00am

UK Regulatory


TIDMFIF

RNS Number : 9610Q

Finsbury Food Group PLC

18 September 2017

 
 Date:       18 September 2017 
 On behalf   Finsbury Food Group Plc ('Finsbury', 
  of:         'the Company' or 'the Group') 
 Embargoed until: 0700hrs 
 

Finsbury Food Group Plc

Preliminary Results

Finsbury Food Group Plc (AIM: FIF), a leading UK speciality bakery manufacturer of cake, bread and morning goods for both the retail and foodservice channels, is pleased to announce its preliminary results for the financial year ended 1 July 2017.

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

Financial

-- Group revenue of GBP314.3m flat on a like for like basis, (2016: GBP319.7m 53 weeks, GBP313.5m 52 weeks).

-- Adjusted operating profit of GBP17.4m up 4.2% on a like for like basis, (2016: GBP17.1m 53 weeks, GBP16.7m 52 weeks), with adjusted operating profit margin of 5.5% (2016: 5.3%).

-- Adjusted profit before tax of GBP16.6m up 5.6% on a like for like basis (2016: GBP16.0m 53 weeks, GBP15.7m 52 weeks).

o Profit before tax of GBP13.0m (2016: GBP11.8m).

   --      Adjusted EBITDA of GBP24.9m up 2.7% (2016: GBP24.7m 53 weeks, GBP24.3m 52 weeks). 

o EBITDA of GBP21.0m (2016: GBP20.4m).

-- Record capital investment of GBP12.5m to drive efficiency and innovation (181% of depreciation).

-- Adjusted EPS at 9.8p per share up 2% on a like for like basis, (2016: 9.6p per share 52 weeks), adjusted diluted EPS 9.5p per share (2016: 9.5p per share 52 weeks).

-- Final dividend per share of 2.0p taking total dividend for the year to 3.0p up 7.1% (2016: 2.8p per share), giving a yield of 2.6% based on the year end share price of 116 pence per share.

   --      Net debt of GBP17.5m equates to 0.7 times EBITDA of the Group. 

Strategic

-- 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 GBP38.1m. 

-- 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.

-- Employee engagement programme commences following on from successful roll out of vision and values throughout the Group.

-- 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 53 week period.

John Duffy, Chief Executive of Finsbury Food Group Plc, commented:

"The FY2017 results show strong resilience to the current challenges facing the industry and this strong performance, which has seen sales increase and profit margins improve, is testament to our long term focus on driving efficiency and scale across the Group.

"Investment to date has paid off and the initiatives implemented during the year will continue to ensure that we maintain our robust position as a low cost and leading speciality baker in the UK over the next 12 months and beyond.

"Our European growth has also been particularly pleasing. The positive impact that these sales have had on the overall Group performance demonstrates the advantages of having a geographically diverse portfolio.

"Our management team has proven its ability to remain competitive and nurture long term relationships with brands and customers. Although the challenging market conditions seem set to continue, we are confident that our focused and forward thinking strategy will drive us through."

 
  For further information: 
  Finsbury Food Group Plc            www.finsburyfoods.co.uk 
  John Duffy (Chief Executive)       029 20 357 500 
  Stephen Boyd (Finance Director) 
 
  Cenkos Securities plc 
  Bobbie Hilliam (Corporate 
   Finance) 
 
  Redleaf Communications             finsbury@redleafpr.com 
  Elisabeth Cowell                   020 7382 4730 
  Ian Silvera 
  Fiona Norman 
 
 
 
 

Notes to editors:

-- Finsbury Food Group Plc (AIM: FIF) is a leading UK manufacturer of cake and bread bakery goods, supplying a broad range of blue chip customers within both the grocery retail and 'out of home eating' foodservice sectors including major multiples and leading foodservice providers.

-- The Company is one of the largest speciality bakery groups in the UK and, with its Overseas division, has sales in the financial year ending 1 July 2017 exceeding GBP300m.

   --     The Company'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 both fresh and frozen dependent on customer channel requirements.

-- The Company is one of the largest ambient cake manufacturers in the UK, a market valued at over GBP938 million (source: Symphony IRI, 52 w/e 19(th) August 2017). The annual retail bread and morning goods market has a value of GBP4.0 billion (source: Kantar Worldpanel 52 weeks to 16(th) July 2017). The UK foodservice bread and morning goods bakery sector is worth approximately GBP836 million per annum. The UK foodservice cake and sweet treat bakery sector is worth approximately GBP494 million per annum (UK foodservice data derived from NPD Crest 52 w/e 30(th) June 2017).

   --     The Company comprises a UK Bakery division and an Overseas division: 

- The UK Bakery division has manufacturing sites in Cardiff, East Kilbride, Hamilton, Twechar, Salisbury, Sheffield, London and Manchester.

- The Overseas division comprises the Company's 50% owned company, Lightbody Stretz Ltd, which supplies and distributes the Group's UK-manufactured products and third party products, primarily to Europe.

These figures are for the 52 weeks ended 1 July 2017 and 53 weeks ended 2 July 2016 unless stated otherwise.

 
 Adjusted Operating Profit 
                                                2017           2016 
                                          (52 weeks)     (53 weeks) 
                                              GBP000         GBP000 
-------------------------------------  -------------  ------------- 
 Results from operating activities            13,564         12,791 
 
 Significant non-recurring items 
  - SNR (refer to Note 3 for detail)           4,000          4,290 
 Difference between defined benefit 
  pension scheme charges and cash 
  cost                                         (200)          (117) 
 Movement in the fair value of 
  foreign exchange contracts                      71            134 
 Adjustments SNR and other items               3,871          4,307 
-------------------------------------  -------------  ------------- 
 Adjusted results from operating 
  activities                                  17,435         17,098 
=====================================  =============  ============= 
 Impact of 53(rd) week                             -          (371) 
-------------------------------------  -------------  ------------- 
 Adjusted results from operating 
  activities for 52 weeks                     17,435         16,727 
=====================================  =============  ============= 
 
 
 Adjusted Profit Before Tax 
                                                2017           2016 
                                          (52 weeks)     (53 weeks) 
                                              GBP000         GBP000 
-------------------------------------  -------------  ------------- 
 Profit before tax                            13,038         11,804 
 
 Significant non-recurring items 
  - SNR (refer to Note 3 for detail)           4,000          4,290 
 Difference between defined benefit 
  pension scheme charges and cash 
  cost                                             4             31 
 Movement in the fair value of 
  interest rate swaps                          (555)          (219) 
 Movement in the fair value of 
  foreign exchange contracts                      71            134 
 Adjustments SNR and other items               3,520          4,236 
-------------------------------------  -------------  ------------- 
 Adjusted profit before tax                   16,558         16,040 
=====================================  =============  ============= 
 
 Impact of 53(rd) week                             -          (358) 
-------------------------------------  -------------  ------------- 
 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 53(rd) week in the financial year ended 2 July 2016.

Adjusted diluted EPS has been calculated using earnings excluding the 53(rd) week in the prior year, amortisation of intangibles, significant non-recurring and other items as shown in the tables below. 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.

Chairman's Statement

A year of consolidating and investing for the future

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 GBP314.3m, up 0.3%, on a like for like basis, compared to last year's adjusted 52 week figure. Profit before tax at GBP13.0m is up from GBP11.8m in the prior period, which on an adjusted and like for like basis is GBP16.6m versus GBP15.7m, 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 GBP12.5m 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.

Peter Baker

Non-Executive Chairman 15 September 2017

Chief Executive's Report

Solid delivery against expectations

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 GBP12.5m, 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.

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 fulfils 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.

John Duffy

Chief Executive Officer 15 September 2017

STRATEGIC REPORT

Strategy

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 cake 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 GBP938 million (source: Symphony IRI, 52 w/e 19 August 2017). The annual retail bread and morning goods market has a value of GBP4.0 billion (source: Kantar Worldpanel 52 weeks to 16 July 2017). The UK foodservice bread and morning goods bakery sector is worth approximately GBP836 million per annum. The UK foodservice cake and sweet treat bakery sector is worth approximately GBP494 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 sectors 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 good products, which are distributed to leading UK retailers and foodservice customers.

-- Johnstone's Foodservice 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.

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 retailer own brand to core customers.

   -     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.

   -     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.

   -     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.

   -     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.

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.

Broad Consumer Trends:

 
 Better for           On the Go             Indulgence            Artisan 
  you 
-------------------  --------------------  --------------------  ----------------- 
 Ongoing work         Portability,          Small portions        Organic and 
  in cake to           individually          of indulgent          premium niche 
  meet sugar           wrapped and           cakery treats         bread products. 
  reduction            ready made            such as Thorntons 
  targets and          on the go             caramel shortcake, 
  also butter          solutions             seasonal treats 
  (fat) mitigation,    are all areas         such as Yule 
  evidenced            of focus including    log and Costa 
  by the Group's       the Group's           cake and the 
  work on a            focus on sharing      new Mary Berry 
  reduced sugar        formats such          range. 
  Disney range         as bites and 
  of cakes.            tubs, in store 
  Low carb and         bakery brownies 
  protein rich         and crispies 
  bread products       and Kara brand 
  fall into            and Johnstone's 
  this category.       Foodservice 
                       cakes. 
-------------------  --------------------  --------------------  ----------------- 
 

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.

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.

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.

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 GBP314.3 million (2016: GBP313.5 million 52 weeks, GBP319.7 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 GBP2.8 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 GBP4.0 million in the year to 1 July 2017.

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

 
                                                                         Fair value 
                                                                        of interest               As per 
                                                             Defined    rate swaps/         Consolidated 
                                              Significant    benefit        foreign            Statement 
                               Operating    non-recurring    pension       exchange    of Comp-rehensive 
                             performance            items     scheme      contracts               Income 
                                  GBP000           GBP000     GBP000         GBP000               GBP000 
-------------------------  -------------  ---------------  ---------  -------------  ------------------- 
 
 
 Revenue                         314,296                -          -              -              314,296 
 Cost of sales                 (216,493)                -          -              -            (216,493) 
-------------------------  -------------  ---------------  ---------  -------------  ------------------- 
 Gross profit                     97,803                -          -              -               97,803 
 Other costs 
  excluding depreciation 
  & amortisation                (72,883)          (4,000)        200           (71)             (76,754) 
 EBITDA                           24,920          (4,000)        200           (71)               21,049 
 Depreciation 
  & amortisation                 (7,485)                -          -              -              (7,485) 
-------------------------  -------------  ---------------  ---------  -------------  ------------------- 
 Results from 
  operating activities            17,435          (4,000)        200           (71)               13,564 
-------------------------  -------------  ---------------  ---------  -------------  ------------------- 
 Finance income                        -                -          -            555                  555 
 Finance costs                     (877)                -      (204)              -              (1,081) 
-------------------------  -------------  ---------------  ---------  -------------  ------------------- 
 Profit before 
  tax                             16,558          (4,000)        (4)            484               13,038 
-------------------------  -------------  ---------------  ---------  -------------  ------------------- 
 Share of losses 
  of equity accounted 
  investees after 
  tax                               (22)                -          -              -                 (22) 
-------------------------  -------------  ---------------  ---------  -------------  ------------------- 
 
 Taxation                        (3,578)              680          1           (62)              (2,959) 
-------------------------  -------------  ---------------  ---------  -------------  ------------------- 
 Profit for the 
  year                            12,958          (3,320)        (3)            422               10,057 
-------------------------  -------------  ---------------  ---------  -------------  ------------------- 
 

53 week period ended 2 July 2016

 
                                                                         Fair value 
                                                                        of interest               As per 
                                                             Defined    rate swaps/         Consolidated 
                                              Significant    benefit        foreign            Statement 
                               Operating    non-recurring    pension       exchange    of Comp-rehensive 
                             performance            items     scheme      contracts               Income 
                                  GBP000           GBP000     GBP000         GBP000               GBP000 
-------------------------  -------------  ---------------  ---------  -------------  ------------------- 
 
 
 Revenue                         319,680                -          -              -              319,680 
 Cost of sales                 (217,092)                -          -              -            (217,092) 
-------------------------  -------------  ---------------  ---------  -------------  ------------------- 
 Gross profit                    102,588                -          -              -              102,588 
 Other costs 
  excluding depreciation 
  & amortisation                (77,861)          (4,290)        117          (134)             (82,168) 
 EBITDA                           24,727          (4,290)        117          (134)               20,420 
 Depreciation 
  & amortisation                 (7,629)                -          -              -              (7,629) 
-------------------------  -------------  ---------------  ---------  -------------  ------------------- 
 Results from 
  operating activities            17,098          (4,290)        117          (134)               12,791 
-------------------------  -------------  ---------------  ---------  -------------  ------------------- 
 Finance income                        2                -          -            219                  221 
 Finance costs                   (1,060)                -      (148)              -              (1,208) 
-------------------------  -------------  ---------------  ---------  -------------  ------------------- 
 Profit before 
  tax                             16,040          (4,290)       (31)             85               11,804 
-------------------------  -------------  ---------------  ---------  -------------  ------------------- 
 Share of losses 
  of equity accounted 
  investees after 
  tax                               (14)                -          -              -                 (14) 
-------------------------  -------------  ---------------  ---------  -------------  ------------------- 
 
 Taxation                        (3,272)                -          6           (20)              (3,286) 
-------------------------  -------------  ---------------  ---------  -------------  ------------------- 
 Profit for the 
  year                            12,754          (4,290)       (25)             65                8,504 
-------------------------  -------------  ---------------  ---------  -------------  ------------------- 
 

Details of significant non-recurring items are detailed in Note 3.

Earnings per Share (EPS)

EPS comparatives to the prior year can be distorted by significant non-recurring items and other items highlighted above, as well as the impact of the 53(rd) 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 above 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).

 
                        52 week   52 week   52 week 
                           2017      2016      2015 
---------------------  --------  --------  -------- 
 Basic EPS                 7.1p      5.9p      5.8p 
---------------------  --------  --------  -------- 
 Adjusted basic EPS        9.8p      9.6p      8.3p 
---------------------  --------  --------  -------- 
 Diluted basic EPS         6.9p      5.8p      5.6p 
---------------------  --------  --------  -------- 
 Adjusted* diluted** 
  EPS                      9.5p      9.5p      8.0p 
---------------------  --------  --------  -------- 
 

Further details can be found in Note 6.

Diluted EPS takes basic EPS and incorporates the dilutive 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 53(rd) week.

Cash Flow

There was an increase in our working capital requirement of GBP2.5 million (2016: GBP1.6 million) in the financial year, corporation tax payments made in the financial year totalled GBP2.7 million (2016: GBP1.6 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 GBP12.5 million (2016: GBP12.1 million).

Debt and Bank Facilities

The Group's total net debt is GBP17.5 million (2016: GBP19.7 million) down GBP2.2 million from the prior year. Within this total, GBP11.6 million is due within one year, including cash at bank and invoice finance (2016: GBP10.9 million).

The Group's debt facility is a bilateral facility with HSBC Bank Plc and Lloyds Bank Plc totalling GBP50.9m, the key features of the facility are as follows:

-- Overdraft (GBP2.0m)

-- Term loan (GBP13.4m)

-- Confidential invoice discounting facility (GBP22.0m)

-- Mortgage facility (GBP3.5m)

-- Rolling asset finance facility (GBP2.0m)

-- Revolving credit facility (GBP8.0m)

Note 8 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 GBP45.2 million (2016: GBP44.9 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 GBP9.0 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 GBP20 million (2016: GBP9 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 GBP3.0 million swap fixed at 1.65% expired on 22 May 2017 and a GBP6.0 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 GBP3.0 million (2016: GBP3.3 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 5 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.

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)

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

 
                                                   2017       2016 
                                        Note     GBP000     GBP000 
 
 
Revenue                                  1      314,296    319,680 
Cost of sales                                 (216,493)  (217,092) 
--------------------------------------        ---------  --------- 
Gross profit                                     97,803    102,588 
Administrative expenses                  2     (84,239)   (89,797) 
--------------------------------------        ---------  --------- 
Results from operating 
 activities                                      13,564     12,791 
--------------------------------------        ---------  --------- 
Finance income                           4          555        221 
Finance cost                             4      (1,081)    (1,208) 
                                              ---------  --------- 
Net finance cost                                  (526)      (987) 
--------------------------------------        ---------  --------- 
Profit before tax and 
 share of losses of equity-accounted 
 investees                                       13,038     11,804 
Share of losses of equity 
 accounted investees                               (22)       (14) 
Profit before tax                                13,016     11,790 
Taxation                                 5      (2,959)    (3,286) 
--------------------------------------        ---------  --------- 
Profit for the financial 
 year                                            10,057      8,504 
--------------------------------------        ---------  --------- 
 
Other comprehensive 
 (expense)/income 
Items that will not 
 be reclassified to profit 
 and loss 
Remeasurement on defined 
 benefit pension scheme                         (4,031)    (2,595) 
Movement in deferred 
 taxation on pension 
 scheme liability                                   621        390 
Other comprehensive 
 expense for the financial 
 year, net of tax                               (3,410)    (2,205) 
--------------------------------------        ---------  --------- 
Total comprehensive 
 income for the financial 
 year                                             6,647      6,299 
======================================        =========  ========= 
 
Profit attributable 
 to: 
Equity holders of the 
 parent                                           9,048      7,791 
Non-controlling interest                          1,009        713 
--------------------------------------        ---------  --------- 
Profit for the financial 
 year                                            10,057      8,504 
======================================        =========  ========= 
 
Total comprehensive 
 income attributable 
 to: 
Equity holders of the 
 parent                                           5,638      5,586 
Non-controlling interest                          1,009        713 
--------------------------------------        ---------  --------- 
Total comprehensive 
 income for the financial 
 year                                             6,647      6,299 
======================================        =========  ========= 
 
Earnings per ordinary 
 shares 
Basic                                    6          7.1        6.1 
Diluted                                  6          6.9        6.0 
 
 
 
  The Notes on pages 22 to 32 form an integral 
  part of these Financial Statements 
 

Consolidated Statement of Financial Position

at 1 July 2017 and 2 July 2016

 
                                      Note      2017      2016 
                                              GBP000    GBP000 
Non-current assets 
   Intangibles                         7      80,302    77,596 
   Property, plant and equipment              48,857    50,501 
   Investments in equity accounted 
    investees                                    269       211 
   Other financial assets                         28        28 
   Deferred tax assets                         4,063     3,492 
                                             133,519   131,828 
------------------------------------        --------  -------- 
 
Current assets 
   Inventories                                12,684    12,577 
   Trade and other receivables                50,018    50,332 
   Cash and cash equivalents                   3,024     3,024 
   Other financial assets - fair 
    value of derivatives                         560         - 
                                              66,286    65,933 
------------------------------------        --------  -------- 
Total assets                                 199,805   197,761 
------------------------------------        --------  -------- 
 
Current liabilities 
   Other interest-bearing loans 
    and borrowings                     8    (14,586)  (13,829) 
   Trade and other payables                 (60,461)  (64,357) 
   Provisions                                   (18)     (247) 
   Other financial liabilities - 
    fair value of derivatives                  (234)     (157) 
   Current tax liabilities                   (1,650)   (1,210) 
------------------------------------        --------  -------- 
                                            (76,949)  (79,800) 
------------------------------------        --------  -------- 
 
Non-current liabilities 
   Other interest-bearing loans 
    and borrowings                     8     (5,800)   (8,740) 
   Provisions and other liabilities            (221)     (141) 
   Deferred tax liabilities                  (1,335)   (1,547) 
   Pension fund liability                   (10,498)   (6,463) 
------------------------------------        --------  -------- 
                                            (17,854)  (16,891) 
------------------------------------        --------  -------- 
Total liabilities                           (94,803)  (96,691) 
------------------------------------        --------  -------- 
 
Net assets                                   105,002   101,070 
====================================        ========  ======== 
 
Equity attributable to equity 
 holders of the parent 
   Share capital                               1,304     1,304 
   Share premium account                      64,956    64,956 
   Capital redemption reserve                    578       578 
   Employee share reserve                    (3,585)   (3,920) 
   Retained earnings                          39,862    36,569 
------------------------------------        --------  -------- 
                                             103,115    99,487 
Non-controlling interest                       1,887     1,583 
------------------------------------        --------  -------- 
Total equity                                 105,002   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 22 to 32 form an integral part of these Financial Statements

Consolidated Statement of Changes in Equity

for the 52 weeks ended 1 July 2017 and 53 weeks ended 2 July 2016

 
 
                                                            Capital  Employee 
                                Share          Share     redemption     share   Retained  Non-controlling          Total 
                              Capital        premium        reserve   reserve   Earnings         interest         equity 
                               GBP000         GBP000         GBP000    GBP000     GBP000           GBP000         GBP000 
---------------       ---------------  -------------  -------------  --------  ---------  ---------------  ------------- 
 
Balance at 28 
 June 2015                      1,280         64,952            578         -     34,580            1,206        102,596 
 
Profit for the 
 financial year                     -              -              -         -      7,791              713          8,504 
 
Other 
comprehensive 
(expense)/ 
income: 
Remeasurement 
 on defined 
 benefit 
 pension                            -              -              -         -    (2,595)                -        (2,595) 
Deferred tax 
 movement on 
 pension 
 scheme 
 remeasurement                      -              -              -         -        390                -        390 
Total other 
 comprehensive 
 expense                            -              -              -         -    (2,205)                -        (2,205) 
---------------       ---------------  -------------  -------------  --------  ---------  ---------------  ------------- 
Total 
 comprehensive 
 income for the 
 period                             -              -              -         -      5,586              713          6,299 
---------------       ---------------  -------------  -------------  --------  ---------  ---------------  ------------- 
 
Transactions 
with owners, 
recorded 
directly 
in equity: 
Own shares 
 acquired                           -              -              -   (3,920)          -                -        (3,920) 
Shares issued 
 during the 
 year                              24              4              -         -       (23)                -              5 
Impact of share 
 based payments                     -              -              -         -        306                -            306 
Deferred tax 
 on share 
 options                            -              -              -         -      (575)                -          (575) 
Dividend paid                       -              -              -         -    (3,305)            (336)        (3,641) 
---------------       ---------------  -------------  -------------  --------  ---------  ---------------  ------------- 
Balance at 2 
 July 2016                      1,304         64,956            578   (3,920)     36,569            1,583        101,070 
---------------       ---------------  -------------  -------------  --------  ---------  ---------------  ------------- 
 
Balance at 2 
 July 2016                      1,304         64,956            578   (3,920)     36,569            1,583        101,070 
 
Profit for the 
 financial year                     -              -              -         -      9,048            1,009         10,057 
 
Other 
comprehensive 
(expense)/ 
income: 
Remeasurement 
 on defined 
 benefit 
 pension                            -              -              -         -    (4,031)                -        (4,031) 
Deferred tax 
 movement on 
 pension 
 scheme 
 remeasurement                      -              -              -         -        621                -        621 
Total other 
 comprehensive 
 expense                            -              -              -         -    (3,410)                -        (3,410) 
---------------       ---------------  -------------  -------------  --------  ---------  ---------------  ------------- 
Total 
 comprehensive 
 income for the 
 period                             -              -              -         -      5,638            1,009          6,647 
---------------       ---------------  -------------  -------------  --------  ---------  ---------------  ------------- 
 
Transactions 
with owners, 
recorded 
directly 
in equity: 
Own shares 
 acquired                           -              -              -       335      (158)                -            177 
Shares issued                       -              -              -         -          -                -              - 
during the year 
Impact of share 
 based payments                     -              -              -         -      1,240                -          1,240 
Deferred tax 
 on share 
 options                            -              -              -         -         47                -             47 
Foreign 
 exchange 
 translation                                                                                                           - 
 differences                        -              -              -         -        171                -            171 
Dividend paid                       -              -              -         -    (3,645)            (705)        (4,350) 
---------------       ---------------  -------------  -------------  --------  ---------  ---------------  ------------- 
Balance at 1 
 July 2017                      1,304         64,956            578   (3,585)     39,862            1,887        105,002 
===============       ===============  =============  =============  ========  =========  ===============  ============= 
 
 
  The notes on pages 22 to 32 form an integral part of these 
  Financial Statements. 
 
 

Consolidated Cash Flow Statement

for the 52 weeks ended 1 July 2017 and 53 weeks ended 2 July 2016

 
 
                                            Note      2017      2016 
                                                    GBP000    GBP000 
Cash flows from operating activities 
Profit for the financial year                       10,057     8,504 
   Adjustments for: 
   Taxation                                    5     2,959     3,286 
   Net finance costs                           4       526       987 
   Depreciation                                      6,948     7,090 
   Amortisation of intangibles                 7       537       539 
   Non-cash Impairment of assets 
    & goodwill                                 7     4,000     4,290 
   Share of losses of equity accounted 
    investees after tax                                 22        14 
   Contributions by employer to 
    pension scheme                                   (200)     (117) 
   Change in fair value of foreign 
    exchange contracts                                  71       134 
Operating profit before changes 
 in working capital                                 24,920    24,727 
 
   Changes in working capital: 
   Decrease/(increase) in inventories                 (39)   (1,091) 
   Decrease/(increase) in trade 
    and other receivables                              153   (2,253) 
   (Decrease)/Increase in trade 
    and other payables                             (2,566)     1,711 
------------------------------------------        --------  -------- 
Cash generated from operations                      22,468    23,094 
 
   Interest paid                                     (892)   (1,180) 
   Tax paid                                        (2,650)   (1,603) 
                                                  --------  -------- 
Net cash from operating activities                  18,926    20,311 
------------------------------------------        --------  -------- 
 
Cash flows from investing activities 
   Purchase of property, plant and 
    equipment                                     (12,542)  (12,141) 
   Purchase of companies/investments                  (80)         - 
   Deferred consideration paid                           -      (50) 
Net cash used in investing activities             (12,622)  (12,191) 
------------------------------------------        --------  -------- 
 
Cash flows from financing activities 
   Net drawdown of invoice discounting         9       822     7,427 
   Repayment of revolving credit               9         -   (2,000) 
   Repayment of mortgage and bank 
    loans                                      9   (2,937)   (3,672) 
   Repayment of asset finance liabilities      9     (133)     (284) 
   Issue of ordinary share capital                       -         5 
   Options exercised/(purchase) 
    of shares by employee benefit 
    trust                                              177   (2,835) 
   Dividend paid to non-controlling 
    interest                                         (705)     (336) 
   Dividend paid to shareholders                   (3,645)   (3,305) 
------------------------------------------        --------  -------- 
Net cash from financing activities                 (6,421)   (5,000) 
------------------------------------------        --------  -------- 
 
   Net (decrease)/increase in cash 
    and cash equivalents                             (117)     3,120 
   Opening cash and cash equivalents                 3,024        61 
   Effect of exchange rate fluctuations 
    on cash held                                       117     (157) 
------------------------------------------        --------  -------- 
Cash and cash equivalents at 
 end of period                                       3,024     3,024 
------------------------------------------        --------  -------- 
 
  The Notes on pages 22 to 32 form an integral part 
  of these Financial Statements. 
 
 

Notes to the Consolidated Financial Statements

(forming part of the Financial Statements)

Presentation of Financial Statements

Basis of Preparation

The financial information set out above does not constitute the company's statutory accounts for the 52 week period ended 1 July 2017 or the 53 week period ended 2 July 2016, but is derived from those accounts. Statutory accounts for 2016 have been delivered to the registrar of companies, and those for 2017 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

   1.   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:

Ø Net financing expense

Ø Significant non-recurring items

Ø Pension charges or credits in relation to the net pension position

Ø 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:

Ø The nature of the products - products are similar in nature and are classed as manufactured bakery products

Ø The production process - the production processes have the same or similar characteristics

Ø 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 GBP0.2m (2016: GBP0.3m loss) being presented within the Group Operations segment.

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

   1    Revenue and Segment Information (continued) 
 
             52 week period ended    UK Bakery   Overseas         Group      Total 
              1 July 2017               GBP000     GBP000    Operations      Group 
                                                                 GBP000     GBP000 
----------------------------------  ----------  ---------  ------------  --------- 
 External revenue 
  continuing                           281,580     32,716             -    314,296 
----------------------------------  ----------  ---------  ------------  --------- 
 Adjusted operating 
  profit                                15,369      2,219         (153)     17,435 
----------------------------------  ----------  ---------  ------------  --------- 
 Fair value foreign 
  exchange contracts                                                          (71) 
 Defined benefit pension 
  scheme                                                                       200 
 Significant non-recurring 
  items                                                                    (4,000) 
 Results from operating 
  activities                                                                13,564 
----------------------------------  ----------  ---------  ------------  --------- 
 Finance income                                                                555 
 Finance cost                                                              (1,081) 
----------------------------------  ----------  ---------  ------------  --------- 
 Net finance cost                                                            (526) 
----------------------------------  ----------  ---------  ------------  --------- 
 Share of losses of 
  equity accounted 
  investees after tax                                                         (22) 
----------------------------------  ----------  ---------  ------------  --------- 
 Profit before taxation                                                     13,016 
----------------------------------  ----------  ---------  ------------  --------- 
 Taxation                                                                  (2,959) 
----------------------------------  ----------  ---------  ------------  --------- 
 Profit for the financial 
  year                                                                      10,057 
----------------------------------  ----------  ---------  ------------  --------- 
 
 At 1 July 2017 
----------------------------------  ----------  ---------  ------------  --------- 
 Segment assets                        188,628      6,543           712    195,883 
 Unallocated assets                                                          3,922 
----------------------------------  ----------  ---------  ------------  --------- 
 Consolidated total 
  assets                                                                   199,805 
----------------------------------  ----------  ---------  ------------  --------- 
 Segment liabilities                  (62,483)    (5,041)       (6,564)   (74,088) 
 Unallocated liabilities                                                  (20,715) 
----------------------------------  ----------  ---------  ------------  --------- 
 Consolidated total 
  liabilities                                                             (94,803) 
----------------------------------  ----------  ---------  ------------  --------- 
 
 Other segment information 
 Capital expenditure                    12,430        112             -     12,542 
 Depreciation included 
  in segment profit                      6,906         42             -      6,948 
 Amortisation                              537          -             -        537 
 Impairment of assets                    4,000          -             -      4,000 
 Inter-segmental sale 
  / (purchases)                          8,710    (8,710)             -          - 
----------------------------------  ----------  ---------  ------------  --------- 
 

Analysis of unallocated assets and liabilities:

 
                      Assets                             Liabilities 
                      GBP000                                  GBP000 
 Investments             297   Loans and borrowings         (20,386) 
 Financial 
  instruments            560   Financial instruments           (234) 
 Cash and cash         3,024   Cash and cash                       - 
  equivalents                   equivalents 
 Taxation balances        41   Taxation balances                (95) 
 Unallocated 
  assets               3,922   Unallocated liabilities      (20,715) 
-------------------  -------  ------------------------  ------------ 
 

With regard to revenue, five customers with sales of GBP64m, GBP39m, GBP31m, GBP22m and GBP22m 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.

   1.   Revenue and Segment Information (continued) 
 
             53 week period ended    UK Bakery   Overseas         Group      Total 
              2 July 2016               GBP000     GBP000    Operations      Group 
                                                                 GBP000     GBP000 
----------------------------------  ----------  ---------  ------------  --------- 
 External revenue 
  continuing                           291,196     28,484             -    319,680 
 Adjusted operating 
  profit                                15,887      1,511         (300)     17,098 
----------------------------------  ----------  ---------  ------------  --------- 
 Fair value foreign 
  exchange contracts                                                         (134) 
 Defined benefit pension 
  scheme                                                                       117 
 Significant non-recurring 
  items                                                                    (4,290) 
 Results from operating 
  activities                                                                12,791 
----------------------------------  ----------  ---------  ------------  --------- 
 Finance income                                                                221 
 Finance cost                                                              (1,208) 
----------------------------------  ----------  ---------  ------------  --------- 
 Net finance cost                                                            (987) 
----------------------------------  ----------  ---------  ------------  --------- 
 Share of losses of 
  equity accounted 
  investees after tax                                                         (14) 
----------------------------------  ----------  ---------  ------------  --------- 
 Profit before taxation                                                     11,790 
----------------------------------  ----------  ---------  ------------  --------- 
 Taxation                                                                  (3,286) 
----------------------------------  ----------  ---------  ------------  --------- 
 Profit for the financial 
  year                                                                       8,504 
----------------------------------  ----------  ---------  ------------  --------- 
 
 At 2 July 2016 
----------------------------------  ----------  ---------  ------------  --------- 
 Segment assets                        187,827      6,337           292    194,456 
 Unallocated assets                                                          3,305 
----------------------------------  ----------  ---------  ------------  --------- 
 Consolidated total 
  assets                                                                   197,761 
----------------------------------  ----------  ---------  ------------  --------- 
 Segment liabilities                  (61,557)    (5,355)       (7,052)   (73,964) 
 Unallocated liabilities                                                  (22,727) 
----------------------------------  ----------  ---------  ------------  --------- 
 Consolidated total 
  liabilities                                                             (96,691) 
----------------------------------  ----------  ---------  ------------  --------- 
 
 Other segment information 
 Capital expenditure                    12,115         26             -     12,141 
 Depreciation included 
  in segment profit                      7,063         27             -      7,090 
 Amortisation                              539          -             -        539 
 Impairment of goodwill                  4,290          -             -      4,290 
 Inter-segmental sale 
  / (purchases)                          8,488    (8,488)             -          - 
----------------------------------  ----------  ---------  ------------  --------- 
 

Analysis of unallocated assets and liabilities:

 
                      Assets                             Liabilities 
                      GBP000                                  GBP000 
 Investments             253   Loans and borrowings         (22,570) 
 Financial 
  instruments              -   Financial instruments           (157) 
 Cash and cash         3,024   Cash and cash                       - 
  equivalents                   equivalents 
 Taxation balances        28   Taxation balances                   - 
 Unallocated 
  assets               3,305   Unallocated liabilities      (22,727) 
-------------------  -------  ------------------------  ------------ 
 

With regard to revenue, five customers with sales of GBP66m, GBP39m, GBP29m, GBP24m and GBP23m 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.

   1.   Revenue and Segment Information (continued) 

An analysis by geographical segment is shown below:

 
 
Geographical split of revenue                        2017      2016 
 by destination 
                                                   GBP000    GBP000 
Continuing: 
United 
 Kingdom                                          276,177   286,562 
Europe                                             38,119    33,118 
Rest of                                                 -         - 
 World 
------------------------------  ----   ---------  -------  -------- 
Total continuing                                  314,296   319,680 
=====================================  =========  =======  ======== 
 
Capital expenditure on segment assets is detailed 
 in Note 1. 
 
 
Geographical split                        United   Europe     Total 
 by country of origin                    Kingdom 
                                          GBP000   GBP000    GBP000 
2017 
Continuing 
 Revenue                                 281,580   32,716   314,296 
Operating profit                          15,216    2,219    17,435 
 
Total assets                             193,262    6,543   199,805 
Total liabilities                       (89,762)  (5,041)  (94,803) 
--------------------------------       ---------  -------  -------- 
Net assets                               103,500    1,502   105,002 
=====================================  =========  =======  ======== 
 
                                          United   Europe     Total 
                                         Kingdom 
                                          GBP000   GBP000    GBP000 
2016 
Continuing 
 Revenue                                 291,196   28,484   319,680 
Operating 
 profit                                   15,587    1,511    17,098 
 
Total assets                             191,424    6,337   197,761 
Total liabilities                       (91,336)  (5,355)  (96,691) 
-------------------------------  ---   ---------  -------  -------- 
Net assets                               100,088      982   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. 
 
 
   2.         Expenses and Auditor's Remuneration 

Included in profit are the following:

 
                                            2017    2016 
                                          GBP000  GBP000 
----------------------------------------  ------  ------ 
 
Amortisation of intangibles                  537     539 
Depreciation of owned tangible assets      6,715   6,770 
Depreciation on assets under finance 
 leases and hire purchase contracts          233     320 
Impairment of assets & goodwill 
 (note 3)                                  4,000   4,290 
Loss on foreign exchange                   1,360     326 
Hire of plant and machinery - operating 
 leases                                    1,006     810 
Hire of other assets - operating 
 leases                                    1,833   1,877 
Movement on fair value of foreign 
 exchange contracts                           71     134 
Research and development                   2,328   2,287 
Share option charges                       1,240     739 
 
 

Amortisation of intangibles for the year was GBP537,000 (2016: GBP539,000) relating to the Fletchers acquisition in October 2014.

Auditor's remuneration:

 
                                               2017     2016 
                                             GBP000   GBP000 
------------------------------------------  -------  ------- 
 
Audit of these Financial Statements              50       47 
 
Amounts receivable by the auditor 
 and its associates in respect of: 
Audit of the Financial Statements 
 of subsidiaries of the Company                 123      122 
Taxation compliance services                     35       22 
Other tax advisory                                7        - 
Other services                                  100      104 
------------------------------------------  -------  ------- 
 
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. 
 
   3.     Significant Non-Recurring Items 

The Group presents certain items as significant and non-recurring. These relates 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 GBP4.0 million in the year to 1 July 2017.

A charge of GBP4.3 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.

   4.     Finance Income and Cost 

Recognised in the Consolidated Statement of Profit and Loss

 
                                               2017     2016 
                                             GBP000   GBP000 
Finance income 
Change in fair value of interest 
 rate swaps                                     555      219 
Bank interest receivable                          -        2 
Total finance income                            555      221 
------------------------------------------  -------  ------- 
 
Finance cost 
Interest on net pension position              (204)    (148) 
Bank interest payable                         (752)    (787) 
Interest on interest rate swap agreements     (125)    (273) 
------------------------------------------  -------  ------- 
Total finance cost                          (1,081)  (1,208) 
------------------------------------------  -------  ------- 
 
   5.     Taxation 

Recognised in the Consolidated Statement of Profit and Loss

 
                                    2017      2016 
                                  GBP000    GBP000 
 Current tax 
 Current year                      3,270     2,745 
 Adjustments for prior 
  years                            (196)        82 
------------------------------  --------  -------- 
 Total current tax                 3,074     2,827 
------------------------------  --------  -------- 
 
 Deferred tax 
 Origination and reversal 
  of temporary differences         (222)       928 
 Retirement benefit deferred 
  tax charge                           1       (6) 
 Adjustments for prior 
  years                              106     (463) 
------------------------------  --------  -------- 
 Total deferred tax                (115)       459 
------------------------------  --------  -------- 
 Total tax expense                 2,959     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: 20.00 %). The differences are explained below:

 
                                            2017    2016 
                                          GBP000  GBP000 
 
Profit before taxation before losses 
 from equity accounted investees          13,038  11,804 
----------------------------------------  ------  ------ 
 
Tax using the UK corporation tax 
 rate of 19.76%, (2016: 20.00%)            2,577   2,361 
Overseas profits charged at different 
 taxation rate                               344     207 
Non-deductible expenses                      160      99 
Temporary differences                          -       7 
Restatement of opening net deferred 
 tax due to rate change and differences 
 in rates                                     68     275 
R&D uplift current year                    (100)   (140) 
Adjustments to tax charge in respect 
 of prior periods                           (90)   (381) 
Tax expense (excluding prior year 
 disallowable impairment)                  2,959   2,428 
========================================  ======  ====== 
Tax rate for the period (excluding 
 prior year disallowable impairment)       21.4%   20.6% 
Disallowable intangible impairment             -     858 
Total tax expense                          2,959   3,286 
========================================  ======  ====== 
 

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 GBP90,000 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 GBP162,605 (2016: GBP172,170) 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.

   6.     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 
 
                                   52 weeks              53 weeks              52 weeks 
                                       to                    to                    to 
                                   1 Jul 2017            2 Jul 2016            2 Jul 2016 
---------------------------  --------------------  --------------------  -------------------- 
 Profit                             GBP000                GBP000                GBP000 
 Profit attributable 
  to equity holders 
  of Company (basic)                  9,048                 7,791                 7,528 
 Significant non-recurring 
  and other items 
  as per strategic 
  Report                              2,901                 4,250                 4,250 
 Intangible amortisation 
  net of deferred 
  tax                                  446                   442                   442 
 Numerator for 
  adjusted earnings 
  per share calculation 
  (adjusted basic)                   12,395                12,483                12,220 
 
 Shares                          Basic    Diluted      Basic    Diluted      Basic    Diluted 
---------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
 Weighted average                 '000       '000       '000       '000       '000       '000 
  number of ordinary 
  shares in issue 
  during the period 
                               126,979    126,979    126,938    126,938    126,938    126,938 
 Dilutive effect 
  of share options                   -      4,013          -      2,268          -      2,268 
---------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
                               126,979    130,992    126,938    129,206    126,938    129,206 
---------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
 
 Earnings per 
  share (pence 
  per share) 
---------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
 Basic and diluted                 7.1        6.9        6.1        6.0        5.9        5.8 
 Adjusted basic 
  and adjusted 
  diluted                          9.8        9.5        9.8        9.7        9.6        9.5 
---------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
 

Significant non-recurring and other items are tabled in the Strategic Report on page 14 and comprise: significant non recurring items (GBP3,320,000), Defined benefit pension scheme (GBP3,000) and fair value of interest rate swaps and foreign exchange contracts GBP422,000.

   7.     Intangibles 

Intangible assets comprise customer relationships, brands and goodwill.

 
                             Goodwill   Business          Brands         Customer       Total 
                                         systems    and licences    relationships 
                               GBP000     GBP000          GBP000           GBP000      GBP000 
-------------------------  ----------  ---------  --------------  ---------------  ---------- 
 Cost at 27 June 
  2015                         71,704          -           3,683            5,909      81,296 
 Adjustment in 
  respect of prior 
  year acquisition              1,754          -               -                -       1,754 
 Additions                          -        600               -                -         600 
-------------------------  ----------  ---------  --------------  ---------------  ---------- 
 Cost at 2 July 
  2016                         73,458        600           3,683            5,909      83,650 
-------------------------  ----------  ---------  --------------  ---------------  ---------- 
 Transfer from 
  tangible assets                   -        548               -                -         548 
 Additions                          -      2,695               -                -       2,695 
-------------------------  ----------  ---------  --------------  ---------------  ---------- 
 Cost at 1 July 
  2017                         73,458      3,843           3,683            5,909      86,893 
-------------------------  ----------  ---------  --------------  ---------------  ---------- 
 
 Amortisation 
  at 27 June 2015                   -          -           (929)            (296)     (1,225) 
-------------------------  ----------  ---------  --------------  ---------------  ---------- 
 Charge for the 
  year 2 July 2016            (4,290)          -           (144)            (395)     (4,829) 
-------------------------  ----------  ---------  --------------  ---------------  ---------- 
 Amortisation/impairment 
  at 2 July 2016              (4,290)          -         (1,073)            (691)     (6,054) 
-------------------------  ----------  ---------  --------------  ---------------  ---------- 
 Charge for the 
  year 1 July 2017                  -          -           (143)            (394)       (537) 
-------------------------  ----------  ---------  --------------  ---------------  ---------- 
 Amortisation/impairment 
  at 1 July 2017              (4,290)          -         (1,216)          (1,085)     (6,591) 
-------------------------  ----------  ---------  --------------  ---------------  ---------- 
 
 Net book value 
  at 27 June 2015              71,704          -           2,754            5,613      80,071 
-------------------------  ----------  ---------  --------------  ---------------  ---------- 
 Net book value 
  at 2 July 2016               69,168        600           2,610            5,218      77,596 
-------------------------  ----------  ---------  --------------  ---------------  ---------- 
 Net book value 
  at 1 July 2017               69,168      3,843           2,467            4,824      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.

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:

 
                                2017      2016 
                              GBP000    GBP000 
 Nicholas & Harris             2,980     2,980 
 Lightbody of Hamilton        45,698    45,698 
 Memory Lane Cakes                 -         - 
 Fletchers Bakery             20,118    20,118 
 Johnstone's Food Service        372       372 
--------------------------  --------  -------- 
                              69,168    69,168 
--------------------------  --------  -------- 
 
   8.     Other Interest-Bearing Loans and Borrowings 

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

 
                                       Frequency                                                  Non-Current 
                                              of           Year    Facility     Drawn    Current       GBP000 
  2017                      Margin    Repayments    of maturity      GBP000    GBP000     GBP000 
--------------------  ------------  ------------  -------------  ----------  --------  ---------  ----------- 
 
Invoice Discounting     1.50%/base     On demand     Revolving*      22,000    11,646     11,646            - 
Term loan              2.00%/LIBOR     Quarterly           2019      13,400     6,337      2,568        3,769 
Revolving 
 credit                2.00%/LIBOR        Varies           2019       8,000         -          -            - 
Mortgage               1.75%/LIBOR     Quarterly           2022       3,470     2,457        369        2,088 
Finance lease 
 liabilities            1.76%/base       Monthly        various       2,000        57         57            - 
Overdraft               2.00%/base     On demand              -       2,000         -          -            - 
--------------------  ------------  ------------  -------------  ----------  --------  ---------  ----------- 
                                                                     50,870    20,497     14,640        5,857 
  ----------------------------------------------  -------------  ----------  --------  ---------  ----------- 
Unamortised transaction 
 costs                                                                          (111)       (54)         (57) 
----------------------------------  ------------  -------------  ----------  --------  ---------  ----------- 
                                                                               20,386     14,586        5,800 
  ----------------------------------------------  -------------  ----------  --------  ---------  ----------- 
 
 
Secured bank loans and mortgages 
 over one year                                                                                          5,857 
Unamortised transaction 
 costs                                                                                                   (57) 
                                                                                                  ----------- 
                                                                                                        5,800 
                                                                                                  ----------- 
 
Repayments are as 
 follows: 
Between one and two 
 years                                                                                                  2,894 
Between two 
 and five years                                                                                         2,292 
Between five 
 and ten years                                                                                            614 
                                                                                                  ----------- 
                                                                                                        5,800 
                                                                                                  ----------- 
 
                                       Frequency                                                  Non-Current 
                                              of           Year    Facility     Drawn    Current       GBP000 
  2016                      Margin    Repayments    of maturity      GBP000    GBP000     GBP000 
--------------------  ------------  ------------  -------------  ----------  --------  ---------  ----------- 
 
Invoice Discounting     1.50%/base     On demand     Revolving*      22,000    10,824     10,824            - 
Term loan              2.00%/LIBOR     Quarterly           2019      13,400     8,905      2,568        6,337 
Revolving 
 credit                2.00%/LIBOR        Varies           2019       8,000         -          -            - 
Mortgage               1.75%/LIBOR     Quarterly           2022       3,470     2,826        369        2,457 
Finance lease 
 liabilities            1.76%/base       Monthly        various       2,000       190        133           57 
Overdraft               2.00%/base     On demand              -       2,000         -          -            - 
--------------------  ------------  ------------  -------------  ----------  --------  ---------  ----------- 
                                                                     50,870    22,745     13,894        8,851 
  ----------------------------------------------  -------------  ----------  --------  ---------  ----------- 
Unamortised transaction 
 costs                                                                          (176)       (65)        (111) 
----------------------------------  ------------  -------------  ----------  --------  ---------  ----------- 
                                                                               22,569     13,829        8,740 
  ----------------------------------------------  -------------  ----------  --------  ---------  ----------- 
 
 
Secured bank loans and mortgages 
 over one year                                                                                          8,851 
Unamortised transaction 
 costs                                                                                                  (111) 
                                                                                                  ----------- 
                                                                                                        8,740 
                                                                                                  ----------- 
 
Repayments are as 
 follows: 
Between one and two 
 years                                                                                                  2,940 
Between two 
 and five years                                                                                         4,817 
Between five 
 and ten years                                                                                            983 
                                                                                                  ----------- 
                                                                                                        8,740 
                                                                                                  ----------- 
 
 

* 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.

   8.   Other Interest-Bearing Loans and Borrowings 

Finance lease liabilities are payable as follows:

 
 
                                 2017                            2016 
                    Minimum                         Minimum 
                      lease                           lease 
                   payments  Interest  Principal   payments  Interest  Principal 
                     GBP000    GBP000     GBP000     GBP000    GBP000     GBP000 
----------------  ---------  --------  ---------  ---------  --------  --------- 
 
Less than one 
 year                    58         1         57        136         3        133 
Between one 
 and five years           -         -          -         58         1         57 
----------------  ---------  --------  ---------  ---------  --------  --------- 
                         58         1         57        194         4        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.

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 GBP48.9 million (2016: GBP48.9 million). At the period end date, the facility utilised was GBP20.5 million (2016: GBP22.7 million), giving GBP28.4 million (2016: GBP26.2 million) headroom.

   9.     Analysis of Net Debt 
 
                                        At year                  At year 
                                          ended                    ended 
                                         2 July     Cash flow     1 July 
                                Note       2016        GBP000       2017 
                                         GBP000                   GBP000 
---------------------------  -------  ---------  ------------  --------- 
 Cash at bank                             3,024             -      3,024 
 Debt due within 
  one year                              (2,937)             -    (2,937) 
 Debt due after one 
  year                                  (8,794)         2,937    (5,857) 
 Invoice discounting 
  due within one year                  (10,824)         (822)   (11,646) 
 Hire purchase obligations 
  due within one year                     (133)            76       (57) 
 Hire purchase obligations 
  due after one year                       (57)            57          - 
---------------------------  -------  ---------  ------------  --------- 
 Total net bank debt                   (19,721)         2,248   (17,473) 
---------------------------  -------  ---------  ------------  --------- 
 
 Debt                           8      (22,569)         2,183   (20,386) 
 Cash at bank                             3,024             -      3,024 
 Unamortised transaction 
  costs                                   (176)            65      (111) 
---------------------------  -------  ---------  ------------  --------- 
 Total net bank debt                   (19,721)         2,248   (17,473) 
---------------------------  -------  ---------  ------------  --------- 
 Cash at bank                             3,024             -      3,024 
---------------------------  -------  ---------  ------------  --------- 
 Total debt payable 
  excluding cash                       (22,745)         2,248   (20,497) 
 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR GGUBUBUPMGPQ

(END) Dow Jones Newswires

September 18, 2017 02:00 ET (06:00 GMT)

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