Exhibit 99.2
Unaudited Financial Statements
AIMIA Foods Holdings Limited
For the three months ended 31 March 2014
Registered number: 06201887
AIMIA Foods Holdings Limited
Contents
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Independent auditor’s review report | | ii |
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Unaudited consolidated profit and loss account | | 1 |
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Unaudited consolidated balance sheet | | 2 |
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Unaudited company balance sheet | | 3 |
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Unaudited consolidated cash flow statement | | 4 |
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Notes to the unaudited financial statements | | 5 - 21 |
i
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INDEPENDENT AUDITOR’S REVIEW REPORT | | Grant Thornton UK LLP 4 Hardman Square Spinningfields Manchester M3 3EB T +44 (0) 161 953 6901 www.grant-thornton.co.uk |
Board of Directors
Aimia Foods Holdings limited
We have reviewed the accompanying consolidated interim financial statements of Aimia Foods Holdings Limited and subsidiaries (the “Company”), which comprise the consolidated balance sheets as of 31 March 2014 and 2013, and the related consolidated profit and loss accounts and cash flow statements for the three-month periods ended 31 March 2014 and 2013, and the related notes to the interim financial statements.
Management’s responsibility
The Company’s management is responsible for the preparation and fair presentation of the consolidated interim financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law); this responsibility includes the design, implementation, and maintenance of internal control sufficient to provide a reasonable basis for the preparation and fair presentation of interim financial information in accordance with United Kingdom Generally Accepted Accounting Practice.
Auditor’s responsibility
Our responsibility is to conduct our reviews in accordance with auditing standards generally accepted in the United States of America applicable to reviews of interim financial information. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements. Accordingly, we do not express such an opinion.
ii
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Conclusion
Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements referred to above for them to in accordance with United Kingdom Generally Accepted Accounting Practice.
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GRANT THORNTON UK LLP
Manchester
United Kingdom
5 August 2014
iii
AIMIA Foods Holdings Limited
Unaudited consolidated profit and loss account
For the three months ended 31 March 2014
| | | | | | | | | | | | |
| | | | | 3 months | | | 3 months | |
| | | | | ended 31 March | | | ended 31 March | |
| | | | | 2014 | | | 2013 | |
| | Note | | | £000 | | | £000 | |
Turnover | | | 1,2 | | | | 17,995 | | | | 15,192 | |
Cost of sales | | | | | | | (13,302 | ) | | | (11,637 | ) |
| | | | | | | | | | | | |
Gross profit | | | | | | | 4,693 | | | | 3,555 | |
Distribution costs | | | | | | | (338 | ) | | | (274 | ) |
Administrative expenses | | | | | | | (1,663 | ) | | | (1,327 | ) |
| | | | | | | | | | | | |
Operating profit | | | 3 | | | | 2,692 | | | | 1,954 | |
Interest payable and similar charges | | | 7 | | | | (37 | ) | | | (32 | ) |
| | | | | | | | | | | | |
Profit on ordinary activities before taxation | | | | | | | 2,655 | | | | 1,922 | |
| | | | | | | | | | | | |
Tax on profit on ordinary activities | | | 8 | | | | (589 | ) | | | (444 | ) |
Profit for the financial period | | | 18 | | | | 2,066 | | | | 1,478 | |
| | | | | | | | | | | | |
All amounts relate to continuing operations.
There were no recognised gains and losses for the current or prior period other than those included in the Profit and loss account.
The accompanying notes 1 to 31 form part of these financial statements.
Page 1
AIMIA Foods Holdings Limited
Registered number: 06201887
Unaudited consolidated balance sheet
As at 31 March 2014
| | | | | | | | | | | | |
| | Note | | | 31 March 2014 £000 | | | 31 March 2013 £000 | |
Fixed assets | | | | | | | | | | | | |
Intangible assets | | | 9 | | | | 6,006 | | | | 6,460 | |
Tangible assets | | | 10 | | | | 3,479 | | | | 1,691 | |
Investments | | | 11 | | | | 672 | | | | 672 | |
| | | | | | | | | | | | |
| | | | | | | 10,157 | | | | 8,823 | |
Current assets | | | | | | | | | | | | |
Stocks | | | 12 | | | | 5,022 | | | | 4,499 | |
Debtors | | | 13 | | | | 7,770 | | | | 7,415 | |
Cash at bank | | | | | | | 9,186 | | | | 2,472 | |
| | | | | | | | | | | | |
| | | | | | | 21,978 | | | | 14,386 | |
Creditors: amounts falling due within one year | | | 14 | | | | (14,594 | ) | | | (14,087 | ) |
| | | | | | | | | | | | |
Net current assets | | | | | | | 7,384 | | | | 299 | |
| | | | | | | | | | | | |
Total assets less current liabilities | | | | | | | 17,541 | | | | 9,122 | |
Creditors: amounts falling due after more than one year | | | 15 | | | | (3,053 | ) | | | (1,344 | ) |
| | | | | | | | | | | | |
Net assets | | | | | | | 14,488 | | | | 7,778 | |
| | | | | | | | | | | | |
Capital and reserves | | | | | | | | | | | | |
Called up share capital | | | 17 | | | | 500 | | | | 500 | |
Capital redemption reserve | | | 18 | | | | 544 | | | | 544 | |
Profit and loss account | | | 18 | | | | 13,444 | | | | 6,734 | |
| | | | | | | | | | | | |
Shareholders’ funds | | | 19 | | | | 14,488 | | | | 7,778 | |
| | | | | | | | | | | | |
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 August 2014.
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Mr R N Unsworth, Director
The accompanying notes 1 to 31 form part of these financial statements.
Page 2
AIMIA Foods Holdings Limited
Registered number: 06201887
Unaudited company balance sheet
As at 31 March 2014
| | | | | | | | | | | | |
| | Note | | | 31 March 2014 £000 | | | 31 March 2013 £000 | |
Fixed assets | | | | | | | | | | | | |
Investments | | | 11 | | | | 12,403 | | | | 12,403 | |
Current assets | | | | | | | | | | | | |
Debtors | | | 13 | | | | 110 | | | | 110 | |
Creditors: amounts falling due within one year | | | 14 | | | | (11,631 | ) | | | (11,631 | ) |
| | | | | | | | | | | | |
Net current liabilities | | | | | | | (11,521 | ) | | | (11,521 | ) |
| | | | | | | | | | | | |
Net assets | | | | | | | 882 | | | | 882 | |
| | | | | | | | | | | | |
Capital and Reserves | | | | | | | | | | | | |
Called up share capital | | | 17 | | | | 500 | | | | 500 | |
Capital redemption reserve | | | 18 | | | | 544 | | | | 544 | |
Profit and loss account | | | 18 | | | | (162 | ) | | | (162 | ) |
| | | | | | | | | | | | |
Shareholders’ funds | | | 19 | | | | 882 | | | | 882 | |
| | | | | | | | | | | | |
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 August 2014
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Mr R N Unsworth, Director
The accompanying notes 1 to 31 form part of these financial statements.
Page 3
AIMIA Foods Holdings Limited
Unaudited consolidated cash flow statement
For the three months ended 31 March 2014
| | | | | | | | | | | | |
| | | | | 3 months | | | 3 months | |
| | | | | ended 31 March | | | ended 31 March | |
| | | | | 2014 | | | 2013 | |
| | Note | | | £000 | | | £000 | |
Net cash flow from operating activities | | | 21 | | | | 1,707 | | | | 1,745 | |
Returns on investments and servicing of finance | | | 21 | | | | (37 | ) | | | (32 | ) |
Taxation | | | | | | | (397 | ) | | | (4 | ) |
Capital expenditure and financial investment | | | 21 | | | | (199 | ) | | | (941 | ) |
| | | | | | | | | | | | |
Cash inflow before financing | | | | | | | 1,074 | | | | 768 | |
Financing | | | 22 | | | | (346 | ) | | | (150 | ) |
| | | | | | | | | | | | |
Increase in cash in the period | | | | | | | 728 | | | | 618 | |
| | | | | | | | | | | | |
Reconciliation of net cash flow to movement in net funds/debt
For the three months ended 31 March 2014
| | | | | | | | |
| | 3 months | | | 3 months | |
| | ended 31 March | | | ended 31 March | |
| | 2014 | | | 2013 | |
| | £000 | | | £000 | |
Increase in cash in the period | | | 728 | | | | 618 | |
Amounts repaid on finance leases | | | 346 | | | | — | |
| | | | | | | | |
Change in net debt resulting from cash flows and movement in net debt in the period | | | 1,074 | | | | 618 | |
Net funds / (debt) at 1 January | | | 3,629 | | | | (212 | ) |
| | | | | | | | |
Net funds at 31 March | | | 4,703 | | | | 406 | |
| | | | | | | | |
The accompanying notes 1 to 31 form part of these financial statements.
Page 4
AIMIA Foods Holdings Limited
Notes to the unaudited financial statements
For the three months ended 31 March 2014
| 1.1 | Basis of preparation of financial statements |
The financial statements have been prepared under the historical cost convention and in accordance with the Companies Act 2006 and applicable UK accounting standards (United Kingdom Generally Accepted Accounting Principles).
The Group has considerable financial resources together with long standing relationships with a number of customers and suppliers across different geographic areas. As a consequence, the directors believe that the Group is well placed to manage its business risk successfully despite the current uncertain economic outlook.
| 1.3 | Basis of consolidation |
The Group financial statements consolidate the accounts of the company and all of its subsidiary undertakings drawn up for the three months ended 31 March 2014.
On acquisition of a subsidiary, all of the subsidiary’s assets and liabilities which exist at the date of acquisition are recorded at their fair value reflecting their condition at that date.
Turnover is the total amount receivable by the Group for goods supplied and services provided, excluding VAT and trade discounts. Revenue from the supply of goods is recognised when the significant risks and rewards of ownership have been transferred to the buyer, which is at the point of despatch.
Goodwill is the difference between amounts paid on the acquisition of a business or a company and the fair value of the identifiable assets and liabilities. It is amortised to the Profit and loss account over its estimated economic life.
Investments are included at cost less provision for impairment.
Page 5
AIMIA Foods Holdings Limited
Notes to the unaudited financial statements
For the three months ended 31 March 2014
1. | Accounting policies (continued) |
| 1.7 | Tangible fixed assets and depreciation |
Tangible fixed assets are stated at cost less depreciation and less any provision for impairment. Depreciation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
| | | | | | |
| | Leasehold improvements | | - | | 3 - 10 years |
| | Plant and machinery | | - | | 3 - 10 years |
| | Motor vehicles | | - | | 3 years |
| | Fixtures & fittings | | - | | 5 years |
| | Computer equipment | | - | | 3 - 5 years |
Stocks are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes materials, direct labour, other direct overheads and royalties payable. Net realisable value is based on estimated selling price, less further costs expected to be incurred to completion and disposal.
| 1.9 | Hire purchase agreements |
Assets held under hire purchase agreements are capitalised and disclosed under tangible fixed assets at their fair value. The capital element of the future payments is treated as a liability and the interest is charged to the profit and loss account at a constant rate of charge on the balance of capital repayments outstanding.
Rentals applicable to operating leases, where substantially all of the benefits and risks of ownership remain with the lessor, are charged against profits on a straight line basis over the period of the lease.
Payments received under operating leases are credited to the profit and loss account on a straight line basis over the lease term.
The current tax charge is based on the profit for the period and is measured at the amounts expected to be paid based on the tax rates and laws substantively enacted by the balance sheet date. Current and deferred tax is recognised in the profit and loss account for the period except to the extent that it is attributable to gain or loss that is, or has been, recognised directly in the statement of total recognised gains and losses.
Page 6
AIMIA Foods Holdings Limited
Notes to the unaudited financial statements
For the three months ended 31 March 2014
1. | Accounting policies (continued) |
Deferred tax is recognised in respect of all timing differences that had originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax, with the following exception, deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Deferred tax is measured on an undiscounted basis at the tax rates that apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date.
Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction.
Exchange gains and losses are recognised in the Profit and loss account.
The Group operates a defined contribution pension scheme and the pension charge represents the amounts payable by the Group to the fund in respect of the period.
| 1.16 | Financial Instruments |
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities.
Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.
Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.
Page 7
AIMIA Foods Holdings Limited
Notes to the unaudited financial statements
For the three months ended 31 March 2014
An analysis of turnover by class of business is as follows:
| | | | | | | | |
| | 3 months | | | 3 months | |
| | ended 31 March | | | ended 31 March | |
| | 2014 | | | 2013 | |
| | £000 | | | £000 | |
United Kingdom | | | 17,859 | | | | 15,077 | |
Europe | | | 136 | | | | 115 | |
| | | | | | | | |
| | | 17,995 | | | | 15,192 | |
| | | | | | | | |
The turnover and profit on ordinary activities before taxation is attributable to the manufacture and distribution of food and beverage supplies into the retail, cash and carry, foodservice and vending sectors and the provision of manufacturing and packing services to the food industry.
The operating profit is stated after charging:
| | | | | | | | |
| | 3 months | | | 3 months | |
| | ended 31 March | | | ended 31 March | |
| | 2014 | | | 2013 | |
| | £000 | | | £000 | |
Amortisation - intangible fixed assets | | | 113 | | | | 113 | |
Depreciation of tangible fixed assets: | | | | | | | | |
- owned by the group | | | 23 | | | | 23 | |
- held under finance leases | | | 139 | | | | 139 | |
Operating lease rentals: | | | | | | | | |
- land and buildings | | | 237 | | | | 237 | |
| | | | | | | | |
Page 8
AIMIA Foods Holdings Limited
Notes to the unaudited financial statements
For the three months ended 31 March 2014
| | | | | | | | |
| | 3 months | | | 3 months | |
| | ended 31 March | | | ended 31 March | |
| | 2014 | | | 2013 | |
| | £000 | | | £000 | |
Fees payable to the company’s auditor and its associates for the UK statutory audit of the company’s annual accounts | | | 4 | | | | 4 | |
Fees payable to the company’s auditor and its associates in respect of: | | | | | | | | |
Taxation compliance services | | | 1 | | | | 1 | |
| | | | | | | | |
Staff costs, including directors’ remuneration, were as follows:
| | | | | | | | |
| | 3 months | | | 3 months | |
| | ended 31 March | | | ended 31 March | |
| | 2014 | | | 2013 | |
| | £000 | | | £000 | |
Wages and salaries | | | 2,597 | | | | 1,566 | |
Social security costs | | | 177 | | | | 167 | |
Other pension costs | | | 70 | | | | 66 | |
| | | | | | | | |
| | | 2,844 | | | | 1,799 | |
| | | | | | | | |
The average monthly number of employees, including the directors, during the period was as follows:
| | | | | | | | |
| | 3 months | | | 3 months | |
| | ended 31 March | | | ended 31 March | |
| | 2014 | | | 2013 | |
| | No. | | | No. | |
Production | | | 106 | | | | 100 | |
Administration | | | 189 | | | | 159 | |
| | | | | | | | |
| | | 295 | | | | 259 | |
| | | | | | | | |
Page 9
AIMIA Foods Holdings Limited
Notes to the unaudited financial statements
For the three months ended 31 March 2014
6. | Directors’ remuneration |
| | | | | | | | |
| | 3 months | | | 3 months | |
| | ended 31 March | | | ended 31 March | |
| | 2014 | | | 2013 | |
| | £000 | | | £000 | |
Remuneration | | | 177 | | | | 173 | |
| | | | | | | | |
Company pension contributions to defined contribution pension schemes | | | 14 | | | | 14 | |
| | | | | | | | |
During the period retirement benefits were accruing to 5 directors (2013 - 5 in respect of defined contribution pension schemes. The highest paid director received remuneration of £33k (2013 - £33k). Management and consultancy fees of £23,000 (2013 - £23,000) were paid which comprised charges for the services of I Unsworth and G Unsworth.
| | | | | | | | |
| | 3 months | | | 3 months | |
| | ended 31 March | | | ended 31 March | |
| | 2014 | | | 2013 | |
| | £000 | | | £000 | |
On bank loans and overdrafts | | | 8 | | | | 12 | |
On finance leases and hire purchase contracts | | | 29 | | | | 20 | |
| | | | | | | | |
| | | 37 | | | | 32 | |
| | | | | | | | |
| | | | | | | | |
| | 3 months ended 31 March 2014 £000 | | | 3 months ended 31 March 2013 £000 | |
Analysis of tax charge in the period | | | | | | | | |
Current tax (see note below) | | | | | | | | |
UK corporation tax charge on profit for the period | | | 632 | | | | 457 | |
Adjustments in respect of prior periods | | | (43 | ) | | | (13 | ) |
| | | | | | | | |
Total current tax | | | 589 | | | | 444 | |
| | | | | | | | |
Deferred tax | | | | | | | | |
Page 10
AIMIA Foods Holdings Limited
Notes to the unaudited financial statements
For the three months ended 31 March 2014
| | | | | | | | |
Origination and reversal of timing differences | | | — | | | | — | |
Effect of increased tax rate on opening liability | | | — | | | | — | |
| | | | | | | | |
Total deferredtax (see note 16) | | | — | | | | — | |
| | | | | | | | |
Tax on profit on ordinary activities | | | 589 | | | | 444 | |
| | | | | | | | |
Factors affecting tax charge for the period
The tax assessed for the period is lower than (2013 - lower than) the standard rate of corporation tax in the UK of 23.00% (2013 – 24.00%). The differences are explained below:
| | | | | | | | |
| | 3 months ended 31 March 2014 £000 | | | 3 months ended 31 March 2013 £000 | |
Profit on ordinary activities before tax | | | 2,655 | | | | 1,922 | |
| | | | | | | | |
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.00% (2013 – 24.00%) | | | 631 | | | | 456 | |
Effects of: | | | | | | | | |
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | | | 119 | | | | 37 | |
Capital allowances for period in excess of depreciation | | | (112 | ) | | | (34 | ) |
Adjustments to tax charge in respect of prior periods | | | (43 | ) | | | (13 | ) |
Short term timing difference leading to an increase (decrease) in taxation | | | (6 | ) | | | (2 | ) |
| | | | | | | | |
Current tax charge for the period (see note above) | | | 589 | | | | 444 | |
| | | | | | | | |
Page 11
AIMIA Foods Holdings Limited
Notes to the unaudited financial statements
For the three months ended 31 March 2014
9. | Intangible fixed assets |
| | | | |
Group | | Goodwill £000 | |
Cost | | | | |
At 1 January 2014 and 31 March 2014 | | | 9,069 | |
| | | | |
Amortisation | | | | |
At 1 January 2014 | | | 2,950 | |
Charge for the period | | | 113 | |
| | | | |
At 31 March 2014 | | | 3,063 | |
| | | | |
Net book value | | | | |
At 31 March 2014 | | | 6,006 | |
| | | | |
At 31 December 2013 | | | 6,119 | |
| | | | |
At 31 March 2013 | | | 6,460 | |
| | | | |
The directors have assessed that the goodwill has a useful economic life of 20 years.
Page 12
AIMIA Foods Holdings Limited
Notes to the unaudited financial statements
For the three months ended 31 March 2014
| | | | | | | | | | | | | | | | | | | | |
Group | | L/Term Leasehold Property £000 | | | Plant & machinery £000 | | | Motor vehicles £000 | | | Fixtures & fittings £000 | | | Total £000 | |
Cost | | | | | | | | | | | | | | | | | | | | |
At 1 January 2014 | | | 188 | | | | 13,013 | | | | 85 | | | | 2,769 | | | | 16,055 | |
Additions | | | — | | | | 199 | | | | — | | | | — | | | | 199 | |
| | | | | | | | | | | | | | | | | | | | |
At 31 March 2014 | | | 188 | | | | 13,212 | | | | 85 | | | | 2,769 | | | | 16,254 | |
| | | | | | | | | | | | | | | | | | | | |
Depreciation | | | | | | | | | | | | | | | | | | | | |
At 1 January 2014 | | | 85 | | | | 9,824 | | | | 55 | | | | 2,649 | | | | 12,613 | |
Charge for the period | | | — | | | | 147 | | | | 4 | | | | 11 | | | | 162 | |
| | | | | | | | | | | | | | | | | | | | |
At 31 March 2014 | | | 85 | | | | 9,971 | | | | 59 | | | | 2,660 | | | | 12,775 | |
| | | | | | | | | | | | | | | | | | | | |
Net book value | | | | | | | | | | | | | | | | | | | | |
At 31 March 2014 | | | 103 | | | | 3,241 | | | | 26 | | | | 109 | | | | 3,479 | |
| | | | | | | | | | | | | | | | | | | | |
At 31 December 2013 | | | 103 | | | | 3,189 | | | | 30 | | | | 120 | | | | 3,442 | |
| | | | | | | | | | | | | | | | | | | | |
At 31 March 2013 | | | 103 | | | | 1,451 | | | | 19 | | | | 118 | | | | 1,691 | |
| | | | | | | | | | | | | | | | | | | | |
The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
| | | | | | | | |
Group | | 2014 £000 | | | 2013 £000 | |
Plant and machinery | | | 1,935 | | | | 990 | |
| | | | | | | | |
Page 13
AIMIA Foods Holdings Limited
Notes to the unaudited financial statements
For the three months ended 31 March 2014
11. | Fixed asset Investments |
| | | | |
Group | | Unlisted investments £000 | |
Cost | | | | |
At 1 January 2014 and 31 March 2014 | | | 672 | |
| | | | |
Net book value | | | | |
At 31 March 2014 | | | 672 | |
| | | | |
At 31 December 2013 | | | 672 | |
| | | | |
At 31 March 2013 | | | 672 | |
| | | | |
The fixed asset investment represents a 49% shareholding in Associated Coffee Merchants (International) Limited, a company incorporated in England and Wales. There are no common directors and the directors believe there is no significant influence held over the company, as such the investment has been held at cost under fixed asset investments.
| | | | |
| | Investments in subsidiary | |
| | companies | |
Company | | £000 | |
Cost | | | | |
At 1 January 2014 and 31 March 2014 | | | 12,403 | |
| | | | |
Net book value | | | | |
At 31 March 2014 | | | 12,403 | |
| | | | |
At 31 December 2013 | | | 12,403 | |
| | | | |
At 31 March 2013 | | | 12,403 | |
| | | | |
Details of the principal subsidiaries can be found under note number 27.
Page 14
AIMIA Foods Holdings Limited
Notes to the unaudited financial statements
For the three months ended 31 March 2014
| | | | | | | | | | | | | | | | |
| | Group | | | Company | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
| | £000 | | | £000 | | | £000 | | | £000 | |
Raw materials | | | 2,718 | | | | 2,749 | | | | — | | | | — | |
Finished goods and goods for resale | | | 2,304 | | | | 1,750 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
| | | 5,022 | | | | 4,499 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Group | | | Company | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
| | £000 | | | £000 | | | £000 | | | £000 | |
Trade debtors | | | 6,888 | | | | 6,184 | | | | — | | | | — | |
Amounts owed by group undertakings | | | — | | | | — | | | | 110 | | | | 110 | |
Other debtors | | | 136 | | | | 177 | | | | — | | | | — | |
Prepayments and accrued income | | | 501 | | | | 584 | | | | — | | | | — | |
Deferred tax asset (see note 16) | | | 245 | | | | 470 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
| | | 7,770 | | | | 7,415 | | | | 110 | | | | 110 | |
| | | | | | | | | | | | | | | | |
Page 15
AIMIA Foods Holdings Limited
Notes to the unaudited financial statements
For the three months ended 31 March 2014
Amounts falling due within one year
| | | | | | | | | | | | | | | | |
| | Group | | | Company | |
| | 2014 £000 | | | 2013 £000 | | | 2014 £000 | | | 2013 £000 | |
Net obligations under finance leases and hire purchase contracts | | | 1,430 | | | | 572 | | | | — | | | | — | |
Trade creditors | | | 8,243 | | | | 8,022 | | | | — | | | | — | |
Amounts owed to group undertakings | | | — | | | | — | | | | 11,631 | | | | 11,631 | |
Corporation tax | | | 1,218 | | | | 1,770 | | | | — | | | | — | |
Other taxation and social security | | | 207 | | | | 168 | | | | — | | | | — | |
Other creditors | | | 143 | | | | 106 | | | | — | | | | — | |
Accruals and deferred income | | | 3,353 | | | | 3,449 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
| | | 14,594 | | | | 14,087 | | | | 11,631 | | | | 11,631 | |
| | | | | | | | | | | | | | | | |
The finance leases are secured against the assets to which they relate.
Amounts falling due after more than one year
| | | | | | | | | | | | | | | | |
| | Group | | | Company | |
| | 2014 £000 | | | 2013 £000 | | | 2014 £000 | | | 2013 £000 | |
Net obligations under finance leases and hire purchase contracts | | | 3,053 | | | | 1,344 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Obligations under finance leases and hire purchase contracts, included above, are payable as follows:
| | | | | | | | | | | | | | | | |
| | Group | | | Company | |
| | 2014 £000 | | | 2013 £000 | | | 2014 £000 | | | 2013 £000 | |
Between one and five years | | | 3,053 | | | | 1,344 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Page 16
AIMIA Foods Holdings Limited
Notes to the unaudited financial statements
For the three months ended 31 March 2014
| | | | | | | | | | | | | | | | |
| | Group | | | Company | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
| | £000 | | | £000 | | | £000 | | | £000 | |
At beginning of period | | | 245 | | | | 470 | | | | — | | | | — | |
Charged during the period (P&L) | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
At end of period | | | 245 | | | | 470 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
The deferred taxation balance is made up as follows:
| | | | | | | | | | | | | | | | |
| | Group | | | Company | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
| | £000 | | | £000 | | | £000 | | | £000 | |
Accelerated capital allowances | | | 245 | | | | 470 | | | | — | | | | — | |
Short term timing differences | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
| | | 245 | | | | 470 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
The directors believe that the deferred tax asset of £245,000 (2013 - £470,000) recognised in the accounts will be recoverable against suitable profits arising in the future.
| | | | | | | | |
| | 2014 | | | 2013 | |
| | £000 | | | £000 | |
Allotted, called up and fully paid | | | | | | | | |
500,000 - Ordinary Shares shares of £1 each | | | 500 | | | | 500 | |
| | | | | | | | |
Page 17
AIMIA Foods Holdings Limited
Notes to the unaudited financial statements
For the three months ended 31 March 2014
| | | | | | | | |
| | Capital redempt’n reserve | | | Profit and loss account | |
Group | | £000 | | | £000 | |
At 1 January 2014 | | | 544 | | | | 11,378 | |
Profit for the financial period | | | — | | | | 2,066 | |
| | | | | | | | |
At 31 March 2014 | | | 544 | | �� | | 13 | |
| | | | | | | | |
| | | | | | | | |
| | Capital redempt’n reserve | | | Profit and loss account | |
Company | | £000 | | | £000 | |
At 1 January 2014 and 31 March 2014 | | | 544 | | | | (162 | ) |
| | | | | | | | |
19. | Reconciliation of movement in shareholders’ funds |
| | | | | | | | |
| | 2014 | | | 2013 | |
Group | | £000 | | | £000 | |
Opening shareholders’ funds | | | 12,422 | | | | 6,300 | |
Profit for the financial period | | | 2,066 | | | | 1,478 | |
| | | | | | | | |
Closing shareholders’ funds | | | 14,488 | | | | 7,778 | |
| | | | | | | | |
| | | | | | | | |
| | 2014 | | | 2013 | |
Company | | £000 | | | £000 | |
Shareholders’ funds at 1 January 2014 and 31 March 2014 | | | 882 | | | | 882 | |
| | | | | | | | |
The company has taken advantage of the exemption contained within section 408 of the Companies Act 2006 not to present its own profit and loss account.
The profit for the period dealt with in the accounts of the company was £NIL (2013 - £nil).
Page 18
AIMIA Foods Holdings Limited
Notes to the unaudited financial statements
For the three months ended 31 March 2014
20. | Net cash flow from operating activities |
| | | | | | | | |
| | 3 month period to 31 March 2014 £000 | | | 3 month period to 31 March 2013 £000 | |
Operating profit | | | 2,692 | | | | 1,954 | |
Amortisation of intangible fixed assets | | | 113 | | | | 113 | |
Depreciation of tangible fixed assets | | | 162 | | | | 103 | |
Profit on disposal of tangible fixed assets | | | — | | | | (25 | ) |
(Increase) in stocks | | | (66 | ) | | | (622 | ) |
Decrease/(increase) in debtors | | | 795 | | | | (146 | ) |
(Decrease)/increase in creditors | | | (1,989 | ) | | | 368 | |
| | | | | | | | |
Net cash inflow from operating activities | | | 1,707 | | | | 1,745 | |
| | | | | | | | |
21. | Analysis of cash flows for headings netted in cash flow statement |
| | | | | | | | |
| | 3 month period to 31 March 2014 £000 | | | 3 month period to 31 March 2013 £000 | |
Returns on investments and servicing of finance | | | | | | | | |
Interest paid | | | (7 | ) | | | (12 | ) |
Hire purchase interest | | | (30 | ) | | | (20 | ) |
| | | | | | | | |
Net cash outflow from returns on investments and servicing of finance | | | (37 | ) | | | (32 | ) |
| | | | | | | | |
| | | | | | | | |
| | 2014 | | | 2013 | |
| | £000 | | | £000 | |
Capital expenditure and financial investment | | | | | | | | |
Purchase of tangible fixed assets | | | (199 | ) | | | (294 | ) |
Sale of tangible fixed assets | | | — | | | | 25 | |
Purchase of fixed asset investments | | | — | | | | (672 | ) |
| | | | | | | | |
Net cash outflow from capital expenditure | | | (199 | ) | | | (941 | ) |
| | | | | | | | |
| | | | | | | | |
| | 2014 | | | 2013 | |
| | £000 | | | £000 | |
Financing | | | | | | | | |
Repayment of finance leases | | | (346 | ) | | | (150 | ) |
| | | | | | | | |
Net cash outflow from financing | | | (346 | ) | | | (150 | ) |
| | | | | | | | |
Page 19
AIMIA Foods Holdings Limited
Notes to the unaudited financial statements
For the three months ended 31 March 2014
22. | Analysis of changes in net debt |
| | | | | | | | | | | | |
| | 1 January 2014 | | | Cash flow | | | 31 March 2014 | |
| | £000 | | | £000 | | | £000 | |
Cash at bank and in hand | | | 8,458 | | | | 728 | | | | 9,186 | |
| | | | | | | | | | | | |
| | | 8,458 | | | | 728 | | | | 9,186 | |
Finance lease obligations | | | | | | | | | | | | |
Debts due within one year | | | (4,829 | ) | | | 346 | | | | (4,483 | ) |
Net debt | | | 3,629 | | | | 1,074 | | | | 4,703 | |
| | | | | | | | | | | | |
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounts to £194k (2013 - £185k). Contributions totalling £80k (2013 - £43k) were payable to the fund at the balance sheet date.
The Group had capital commitments at 31 March 2014 of £NIL (31 March 2013: £NIL).
25. | Contingent liabilities |
There were no contingent liabilities at 31 March 2014 (31 March 2013: £NIL).
26. | Operating lease commitments |
At 31 March 2014, the Group had annual commitments under non-cancellable operating leases as follows:
| | | | | | | | | | | | | | | | |
| | Land and buildings | | | | | | Other | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Group | | £000 | | | £000 | | | £000 | | | £000 | |
Expiry date: | | | | | | | | | | | | | | | | |
Within 1 year | | | — | | | | 126 | | | | 16 | | | | 16 | |
Between 2 and 5 years | | | 488 | | | | 299 | | | | 65 | | | | 47 | |
After more than 5 years | | | 445 | | | | 445 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Page 20
AIMIA Foods Holdings Limited
Notes to the unaudited financial statements
For the three months ended 31 March 2014
27. | Principal subsidiaries |
| | | | | | | | |
| | Company name | | Country | | Percentage Shareholding | | Description |
| | Aimia Foods Limited | | England and Wales | | 100 | | Food and beverage manufacturing and distribution |
| | Aimia Foods Group Limited | | England and Wales | | 100 | | Intermediate Holding Company |
| | Stockpack Limited | | England and Wales | | 100 | | Dormant |
| | Aimia Foods EBT Company Limited | | England and Wales | | 100 | | Employee benefits trust |
The Group incurs foreign exchange risk on sales and purchases that are denominated in currencies other than sterling. The Group uses forward exchange contracts to hedge this risk. The fair value of the Group’s forward contracts to buy Euros at 31 March 2014 was £1,674k (31 March 2013 - £800k). The fair value of the Group’s forward contracts to buy Dollars at 31 March 2014 was £184k (31 March 2013 - £nil).
29. | Related party transactions |
The company has taken advantage of the exemption in Financial Reporting Standard No. 8 “Related party disclosures” and has not disclosed transactions with group undertakings, all of which are eliminated on consolidation.
During the period, the company paid rent of £2,125 (2013: £2,125) in relation to a property owned by Mr I M Unsworth and Mr R N Unsworth, As at 31 March 2014, the rent prepaid amounted to £NIL (2013: £NIL).
30. | Post balance sheet events |
Cott Ventures Ltd., a subsidiary of Cott Corporation, acquired 100 percent of the share capital of the Aimia Foods Holdings Limited, pursuant to a Share Purchase Agreement dated May 30, 2014. The aggregate purchase price for the Aimia Acquisition was £52.1 million payable in cash, which included a payment for estimated closing balance sheet working capital, £19.9 million in deferred consideration to be paid by September 30, 2014, and aggregate contingent consideration of up to £15.9 million, which is payable upon the achievement of certain performance measures during 52 weeks ending July 1, 2016.
Prior to the transaction, the Group settled all balances owed between group companies and secured finance lease creditors.
31. | Ultimate controlling party |
Subsequent to 30 May 2014, the ultimate controlling party is Cott Corporation by virtue of its 100% shareholding. Prior to that date the ultimate controlling party was the Unsworth family.
Page 21