Preliminary Results - Part 1
Britvic plc
30 November 2006
PART 1 OF 2
BRITVIC PLC
PRELIMINARY RESULTS
Britvic plc today announces its Preliminary Results for the 52 weeks ended 1
October 2006 with an improved second half profit performance and strong cash
management.
52 weeks to 52 weeks to
1 October 2006 2 October 2005(1) % change
£m £m
Total branded revenue 677.7 695.8 (2.6)
Carbonates revenue 332.5 356.9 (6.8)
Stills revenue 321.7 314.3 2.4
EBITDA(2) 121.0 120.3 0.6
Operating profit 73.7 73.3 0.5
Operating profit margin 10.9% 10.5% 0.4%pts
Free cash flow(3) 48.9 (10.3)
Net debt (282.6) (312.3) 9.0
Profit after tax(4) 39.6 39.7 (0.3)
Basic earnings per share 18.4p 18.5p (0.5)
Full year dividend per share 10.0p
Note regarding all numbers in this announcement other than those included within the
Statutory Accounts:
All numbers (other than revenue, net debt and dividend per share) are disclosed
before exceptional items and all numbers (other than dividend per share) exclude the
Private Label Water business - where the last contract expired in November 2005.
Total revenue including Private Label Water is down 2.9% at £677.9m against £698.2m
in 2005.
1 Proforma adjustments have been made to 2005 results to present them on a comparable basis
(as if the capital and corporate structure in place post flotation had been in place
throughout 2005). On a non-proforma basis 2005 operating profit is £76.3m and profit after
tax pre exceptionals is £49.2m.
2 EBITDA is defined as operating profit before depreciation and amortisation.
3 Free cash flow is defined as net cash flow excluding dividends.
4 Profit after tax after exceptional items for the 52 weeks to 1 October 2006 was £24.2m.
• Operating profit up 8.9% in H2 to £55.1m and up 0.5% to £73.7m in FY06 with
operating profit margin up 0.4 percentage points to 10.9% reflecting strong
management action.
o A focus on controlling costs resulting in the delivery of £13m of
sustainable cost savings, including £11m of overhead savings.
o A focus on average realised price (ARP) helping to drive margin
improvements.
o Successful H2 innovation focused on the growth areas of the market.
• Branded revenue broadly level in H2 after 5.3% decline in H1, resulting in
a 2.6% fall for the full year.
o Stills revenue up 5.6% in H2 (down 1.0% in H1) driven by new water brand
launches and a solid performance from the key categories of adult, juice
drinks and squash.
o Carbonates revenue down 4.7% in H2 (down 9.0% in H1) as Management
continued to focus on promotional efficiency and ARP to support both
margin and profit in a market that as a whole, benefited from a hot
July, the impact of the World Cup and a major new product launch.
• Profit after tax essentially flat on prior year at £39.6m, with a reduction
in the effective tax rate from last year.
• Significantly improved free cash flow of £48.9m underpins the Board's
confidence in proposing a final dividend per share of 7p bringing the full
year dividend per share to 10p.
Paul Moody, Chief Executive commented:
'In the second half of our financial year we have achieved a marked improvement
in our volume and revenue performance. We have maintained a sharp focus on ARP,
cost savings, and cash management against the backdrop of a difficult carbonates
market and continued growth in the stills market.
The improved revenue trends seen in the second half have continued into the new
financial year and have driven the Group's trading performance over these early
weeks. However given the volatility in the carbonates market we remain cautious
on the outlook for this category. We are confident that in the year ahead we
will continue to make progress on margins.
Britvic is well placed to benefit from the continuing consumer trend towards
health and well-being and our new brand and product innovations, scheduled for
launch in the first half of calendar 2007, remain focused on the growing stills
category.'
For further information please contact:
Investors:
John Gibney/ Jo Guano +44 (0)1245 504 330
Media:
Britvic - main switchboard +44 (0)1245 261 871
David Lewis/ Julian Mears (Britvic) +44 (0)7834 963138/ +44 (0)7834 962542
Tom Buchanan/ Conor McClafferty (Brunswick) +44 (0)20 7404 5959
A presentation for analysts and investors will be held at 9.30am on 30 November
2006 at the Auditorium at Deutsche Bank, Winchester House, 1 Great Winchester
Street, EC2N 2DB. A live and an archived webcast of the presentation including
Q&A will be available on the Britvic plc website www.britvic.com
There will also be a conference call today at 2.30pm (9.30am Eastern Time)
primarily for US investors and analysts where there will be an opportunity to
ask questions. A recording of the call will be available for seven days. To
access this call please dial the access number below and use the pin number
given.
Access number +44 (0)20 8609 0205
Pin number 542386#
Redial number +44 (0)20 8609 0289
Conference reference 157252#
Notes to editors
Britvic is one of the two leading soft drinks businesses in Great Britain.
Its broad portfolio of leading brands includes established names with high brand
recognition such as Robinsons and Tango and highly successful innovations such
as J2O and Fruit Shoot. Included within the portfolio are the Pepsi and 7UP
brands, which Britvic produces, markets, sells and distributes under its
exclusive appointment from PepsiCo which runs until December 2023. This brand
and product portfolio enables Britvic to target and satisfy a wide range of
consumer demands in all major soft drinks categories, via all available routes
to market.
Cautionary note regarding forward-looking statements
This announcement includes statements that are forward-looking in nature.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Except as
required by the Listing Rules and applicable law, Britvic undertakes no
obligation to update or change any forward-looking statements to reflect events
occurring after the date such statements are published.
Chief executive's review
In the year to 1 October 2006, our first as a listed company, Britvic increased
operating profit by 0.5% to £73.7m, although branded revenue was down by 2.6% on
the prior year. A difficult first half was compensated by a strong second half
in which operating profit grew 8.9%. This overall performance has been achieved
in the context of a challenging soft drinks market and is the result of an
improved revenue performance in the second half, management's focus on Average
Realised Price (ARP), cost control and effective cash management. The combined
effect of these management actions has been a 0.4 percentage point improvement
in operating profit margin to 10.9%, an £11m sustainable reduction in overhead
costs and the re-engineering of products to help mitigate input price increases,
contributing a further £2m of sustainable cost savings. A strong and improving
free cash flow of £48.9m has underpinned the Board's decision to propose a
final dividend of 7p which will be paid on 16 February 2007, subject to
shareholder approval at the AGM.
The soft drinks market
The total soft drinks market continued to perform well with total market volumes
up 2.9%. This performance maintained the trend of the last ten years where
volumes have increased at a compound annual growth rate of 2.6%. However, this
performance has masked significant changes in underlying market dynamics as the
stills category growth has accelerated at the expense of carbonates as the
consumer trend towards health and well-being and more natural food and beverage
products has continued.
Reflecting the changing consumer preference, the total carbonates market volume
was down 2.4% in the year. Immediately post Christmas, the carbonates market
experienced an unprecedented decline in volume which at its most pronounced was
9% down on the previous year; in the first half of the financial year the market
was down 5%.The second half of the financial year saw the carbonates market
recover driven by above average temperatures in July; the impact of the football
World Cup and a significant new product launch. The uncertain market conditions
for carbonates led to an increase in the frequency and depth of promotional
activity in store which in turn placed pressure on the ARP per litre being
achieved across the market. Despite all of this activity, the total carbonates
market in the second half of the financial year showed only marginal growth of
0.3%. Unsurprisingly, no-added sugar variants performed more robustly than the
overall category showing 0.9% growth in the year; although even this was
restricted to Cola with total fruit flavoured carbonates showing a weak
performance.
Compounded by some significant structural changes in our take home customer
base, Britvic's total carbonates revenue fell by 6.8% in the year.
By contrast, the stills market showed good growth, with total volume up 7.9%.
The increase in the market size was generated, in the main, by key categories
such as juice, dairy and water. The squash market showed strong growth in the
year as consumer preference for still, fruit based products was then positively
impacted by the high temperatures experienced during July. Britvic's stills
revenue increased by 2.4% despite only recently entering the water market and
currently having no take home market presence in either juice or dairy products.
Britvic's strategy
In light of this market background, management action has focused on three main
areas:
Supporting and growing our core brands
We continue to invest in our strong portfolio of brands through both innovation
and media, to ensure that they are preferred by consumers.
In anticipation of a new competitor brand launch into the no added sugar Cola
market we developed a comprehensive brand and trading response that combined a
total media campaign, including extensive TV advertising, with a series of added
value consumer promotions, centred on our long-established and successful
brand, Pepsi Max. The programme was developed in close co-operation with the
brand owner, Pepsi-Cola and has resulted in a strong share performance where
Pepsi-Cola has attained a 23.7% share of the Cola market in the latest available
weeks of data, an increase of 4.8 % points over the eight week period prior to
the football World Cup, and the competitor launch.
In the increasingly important squash market, we have invested to protect and
grow Robinsons' number one position. During the year, we have built our
manufacturing capability and now have in-house bottle-blowing for all our large
packs leading to a significant cost reduction enabling us to increase our
promotional competitiveness. Additionally, we have made consistent improvements
to the pack design and range to ensure that the brand maintains its
authoritative, category leading position.
The performance of J20 continues to be strong in both take home and on-premise.
We introduced a new limited edition flavour of Orange & Pomegranate and have
commissioned new TV advertising that will go on air in 2007. Both initiatives
have supported the continued build of the distribution of the brand.
The strap line of our new advertising campaign, 'Fruit Shoot says no so that
mums can say yes', sums up perfectly the actions that we have taken to reinforce
Fruit Shoot's credentials as the favourite and biggest kids' drink: sugar
content reduced by 15%; sodium benzoate removed; and no artifical colours or
flavours used. Two versions of the press campaign are rotating from October 2006
to January 2007 and will reach 73% of all households with children.
Our International division has launched Robinsons High Juice squash into the
Scandinavian market and continues to drive a strong performance for Fruit Shoot
in the Benelux countries. Further market launches of established Britvic brands
into near-UK markets will take place in 2007.
Innovating/ Developing new products
A number of new brands and brand extensions have been launched in the year with
the aim of establishing Britvic in the growth segments of the market. The
launches have all been focused around the four key themes of naturalness, health
and well-being, occasionality and indulgence and have been brought to market in
line with the plan that we outlined at the time of the flotation.
In water, all three of our new brands (Fruit Shoot H20, Pennine Spring and
Drench) have established themselves in a relatively short period. H20 is
perfoming particularly strongly and achieved the position of the number one
water brand for children just eight weeks from launch. Encouragingly 90% of its
volume is incremental to Fruit Shoot and 79% is incremental to the kids' water
category, clear indications of the brand's relevance to the consumer independent
of its parent brand.
In the 2007 financial year, we have a programme of innovation launches
planned.The first of which is the 'Really Wild Drinks Company', a range of six
natural juice drinks designed to respond to the changing guidelines with regard
to soft drinks in schools. With no artificial additives and no added sugar, they
demonstrate our ability to develop products that help us manage the changing
legislative framework at the same time as giving children a choice that they
want to make. There will be further significant launches in the first half of
calendar 2007.
Managing efficiency - improving margins and free cash flow
Our Business Transformation Programme, which we described at the time of
flotation as being focused on driving improved efficiency and building
capability, is delivering against both broad objectives.
Good progress has been made in improving our operating margins through securing
£11m of sustainable overhead cost savings achieved through a range of
initiatives including centralisation and automation of indirect procurement and
the accelerated development of a 'self-service' culture leading to a reduction
in the number of central and support staff.
Full deployment of both SAP and Siebel software has enabled us to reduce the
demand on working capital and so improve our free cash flow. With greater
visibility and much improved decision-making tools, we have been able to improve
the efficiency of our promotional activity, which has, in turn, led to a
stronger outcome for ARP. A further benefit derived from the implementation of
the Programme has been a significant reduction in the time that it takes to
bring a product concept to in-market launch; the innovation timeline has been
cut by approximately one third.
Such has been the success of the Business Transformation Programme, that we are
confident of delivering an additional £7m savings over the next two years, as
previously announced.
Our Product Value Optimisation programme has delivered an additional £2m of
sustainable cost savings which, as expected, has mostly mitigated input cost
pressures and consequently margin pressure. An additional £2m of savings has
been identified for full year 2007 with the introduction of in house large pack
PET squash bottles at our Norwich factory and further vertical integration
opportunities.
Summary
We are operating in a growth market, pursuing a strategy that is focused on
creating and building brands that deliver profitable revenue growth and
shareholder returns. A sharp focus on driving efficency through improved ARP,
margins, cost savings, and cash management have meant that we have come out of
what has been a challenging year for the market with a more efficient and cash
generative business. With almost half of our revenue currently coming from
stills and our innovation pipeline focused on this area we are well-placed to
benefit from the predicted future growth trends in the market.
Current trading and outlook
The improved revenue trends seen in the second half have continued into the new
financial year and have driven the Group's trading performance over these early
weeks. However given the volatility in the carbonates market we remain cautious
on the outlook for this category. We are confident that in the year ahead we
will continue to make progress on margins.
Britvic is well placed to benefit from the continuing consumer trend towards
health and wellbeing and our new brand and product innovations, scheduled for
launch in the first half of calendar 2007, remain focused on the growing stills
category.
Financial and business review
The following discussion is based on Britvic's results for the year ended 1
October 2006 compared with proforma numbers for the year ended 2 October 2005.
The key proforma adjustments are the removal of own label revenue and brand
contribution; the impact of additional plc costs; and the impact of the
financial restructuring of the business. The financial statements for the year
ended 1 October 2006 have been prepared in accordance with IFRS.
Key performance indicators
The principal key performance indicators that Management uses to assess the
performance of the Group in addition to income statement measures of performance
are as follows:
Volume growth - number of litres sold by the Group relative to prior year.
Average realised price (ARP) - is defined as revenue per litre sold.
Revenue growth - sales achieved by the Group relative to prior year.
Brand contribution margin - is defined as revenue less material costs and all
other marginal costs that Management considers to be directly attributable to
the sale of a given product, divided by revenue. Such costs include brand
specific advertising and promotion costs, raw materials, and marginal production
and distribution costs. Management uses the brand contribution margin to
analyse Britvic's financial performance, because it provides a measure of
contribution at brand level.
Operating profit margin - is defined as operating profit before the deduction of
interest and taxation divided by revenue.
Free cash flow - is defined as net cash flow excluding dividend payments.
Return on invested capital (ROIC) - ROIC is a performance indicator used by
Management and defined as Operating Profit after tax as a percentage of Invested
Capital. Invested capital is defined as non-current assets plus current assets
less current liabilities, excluding all balances relating to interest bearing
liabilities and all other assets or liabilities associated with the financing
and capital structure of the Group and excluding any deferred tax balances.
Overview
In the year to 1 October 2006 total branded volumes were down 3.3% on the prior
year with total branded revenues down 2.6% at £677.7m. These numbers reflect an
improved trend in the second half of the year and a first half which was
affected by challenging market conditions. Operating profit for the year was up
0.5% on prior year to £73.7m with operating profit margin also showing
improvement at 10.9%, up 0.4 percentage points despite an increase in energy
costs impacting profit margins, as expected, by approximately 0.5%. This result
reflects strong management action with a focus on controlling costs, driving ARP
and cash management. This combined with closer attention to tax has driven an
improvement in ROIC of 0.2 percentage points to 17.0%. Profit after tax for the
year was £39.6m essentially flat on the prior year with basic EPS also broadly
flat at 18.4p.
Carbonates
FY2006 FY2005 % change
£'m £'m
Volume (millions litres) 848.3 899.6 (5.7)
ARP per litre 39.2p 39.7p (1.3)
Revenue 332.5 356.9 (6.8)
Brand contribution 130.1 143.3 (9.2)
Brand contribution margin 39.1% 40.2% (1.1)%pts
Carbonate volumes at 848.3m litres for the period were down 5.7% on prior year.
However volumes had experienced an improved trend during the period from down
7.2% in the first half to down 4.2% in the second half as the market as a whole
benefited from a hot July, the impact of the World Cup, significant new product
launches and high levels of promotional activity.
Revenues for the year were £332.5m down 6.8% on the prior year and also saw an
improved trend with revenues down 4.7% in the second half from down 9% in the
first half. Management responded to the promotional activity in the market
place with clear action both in store and above the line but continued to focus
on ARP. The new IT systems of SAP and SIEBEL implemented as part of the Business
Transformation Programme have enabled more efficient promotions. As a result ARP
was essentially maintained during the second half against last year. This
positively impacted the brand contribution margin improving from down 3
percentage points against the prior year at the first half to down 1 percentage
point for the full year.
Stills
FY2006 FY2005 % change
£'m £'m
Volume (millions litres) 446.5 437.3 2.1
ARP per litre 72.1p 71.9p 0.3
Revenue 321.7 314.3 2.4
Brand contribution 152.0 147.5 3.0
Brand contribution margin 47.2% 46.9% 0.3%pts
Stills volumes increased by 2.1% for the year driven by a strong second half
volume growth of 3.8%. Revenue, also grew to £321.7m up 2.4% on last year again
driven by strong second half growth of 5.6% predominantly due to:
• new product launches with a strong performance from Britvic's new kids'
water brand, Fruit Shoot H2O, with the other water launches of Pennine
Spring and Drench performing in line with Management's expectations;
• a solid performance in the key categories of juice drinks and adult, with
Fruit Shoot and J20 performing well; and
• Robinsons squash performing well due to improved distribution, consumers
moving into the category away from carbonates, and additional marketing
investment in the period.
Stills revenue at £321.7m shows an improvement on the prior year of 2.4%. First
half revenue performance was down 1.0% and was affected by structural changes to
the take home customer base and some pricing and promotional issues, which were
satisfactorily resolved, with a small number of customers that had a marked
impact on revenue in the last few weeks of the period. Prior to this, for the
first twenty weeks of the year stills revenue growth was at 4.5%.
The majority of the brand contribution margin growth of 0.3 percentage points
was driven by the growth in ARP of 0.3% and the increase in water sales which
had reduced prime costs. This was partially offset by input cost increases
notably from pressure in fruit juices and also the additional cost of production
of Robinsons large packs.
International
FY2006 FY2005 % change
£'m £'m
Volume (millions litres) 35.8 38.6 (7.3)
ARP per litre 65.6p 63.9p 2.7
Revenue 23.5 24.7 (4.9)
Brand contribution 7.0 8.2 (14.6)
Brand contribution margin 29.8% 33.2% (3.4)%pts
International volumes for the period were 35.8m litres, down 7.3% on prior year
with revenues at £23.5m, down 4.9% on prior year. The fall in volume and revenue
is largely explained by Britvic's travel business, in particular airlines. The
trends in airline travel towards low cost operators have resulted in most
scheduled and chartered airlines not serving free drinks on board with a
consequential rebasing of Britvic's business with them. Excluding the airline
impact and the effect of withdrawing from low margin export business, revenue
would have increased on prior year by 2%.
The international strategy is centred on the exploitation of our UK market
leading stills brands in near European markets. In Holland, Fruit Shoot
continues to grow its market share and Robinsons' initial trading in Denmark and
Sweden is encouraging. However as anticipated both margins and profits have been
impacted by launching into Sweden during the year, and the cost of accelerating
growth in Holland. The decline in brand contribution is substantially due to
this.
Costs and overheads
FY2006 FY2005 % change
£'m £'m
Non brand A&P (6.1) (6.6) 7.6
Fixed supply chain (68.0) (66.2) (2.7)
Selling costs (86.0) (88.8) 3.2
Overheads and other (55.3) (64.1) 13.7
Total (215.4) (225.7) 4.6
Total A&P spend (44.6) (48.9) 8.7
A&P as a % of net revenue 6.6% 7.0%
Non brand Advertising and Promotional (A&P) spend is down 7.6% on last year as
less A&P spend went on areas such as market research and channel expenditure.
However, overall A&P spend at 6.6% of revenue is also down on last year due to
investment in carbonates being moved away from media towards in-store
promotions, as a reaction to market conditions. It is expected that total A&P
spend will be maintained at circa 7% of revenue going forward to continue to
support the Group's long term brand building philosophy.
Fixed supply chain costs have been tightly controlled showing only a marginal
increase on last year, in line with inflation despite cost pressures.
At the time of flotation Management had identified £6m of cost savings in FY06
(at an estimated one-off cost of £4m) with an estimated further £6m of savings
in aggregate over the following two financial years. As a consequence of the
success of the Business Transformation Programme, £11m of sustainable overhead
cost savings were delivered in FY06, constituting a further £4m of savings (£6m
on an annualised basis) and £1m brought forward from the FY07 programme. In
total, this has resulted in an extra £2.5m of one-off costs in FY06; £1m
relating to the additional saving identified and £1.5m brought forward from
FY07. These further cost savings have increased the annualised savings
achievable in FY07 and FY08, to £15m and £18m respectively in total.
In addition, overheads include £2.5m of additional ongoing expenses in relation
to being a listed company, which is in line with Management's estimates at the
time of flotation.
Management believes there are opportunities to generate further cost savings
through, for example, increased vertical integration of its production process,
although as expected there were no significant savings in this area in FY06.
Exceptional items
During the year, Britvic incurred exceptional operating costs of £19.1m. These
comprised listing costs incurred as a result of Britvic's flotation (£5.5m);
restructuring costs included the costs of major restructuring programmes
undertaken in the year relating principally to redundancy costs and advisor fees
(£7.0m); and the cost of share incentive schemes directly associated with the
flotation (£6.6m). Management had previously estimated that the listing costs
incurred as a result of the flotation would total approximately £4.8m (of which
£2.2m was accrued and recognised in Britvic's profit and loss account for the
financial year ended 2 October 2005). The higher costs have arisen as a result
of increased advisor and transitional costs.
The next stage of the restructuring programme has been implemented earlier than
anticipated, accelerating cost savings. It is estimated that the cost of
existing restructuring programmes will be circa £1.5m in the next financial year
with no further costs beyond that.
The share incentive costs relate primarily to two schemes; the one-off cost of
the all-employee share award announced at the time of flotation, and the
Transitional Share Awards plan designed as a long term incentive scheme for the
most senior managers in the business.
All costs are tax deductible with the exception of the costs in relation to the
listing on the London Stock Exchange. The share incentive scheme costs will
attract deductions but on a basis different to the accounting treatment.
Interest
The net finance charge for the year for the Group was £17.8m compared with
£16.5m in 2005 (on a proforma basis). The composition of the charge was interest
payable of £18m (2005 £16.8m) in respect of borrowings, less £0.2m (2005 £0.3m)
of interest income earned on surplus cash. The main driver for the increased
charge on a proforma basis was the additional pension contributions of £30m made
in both March 2005 and in December 2005.
The net finance charge (pre-exceptionals) reported in the accounts has increased
from £6.2m to £17.8m. As well as the pension payments described above, the main
driver is the additional borrowings associated with the refinancing of the Group
which occurred prior to the listing on the London Stock Exchange.
Taxation
The tax charge of £16.3m before exceptional items, represents an effective tax
rate of 29.2%, which is lower than the UK statutory rate of 30% due to a greater
focus on the management of taxation as an independent plc. The effective tax
rate as reported in the accounts for the previous year was 29.8%. Including the
effect of exceptional items, the effective tax rate was 33.7%, which is higher
than last year's rate of 32.4% due to increased disallowances relating to
exceptional items.
Earnings per share
Earnings per share based on 52 weeks, adjusted for exceptional items, was 18.4p,
down 0.1p compared to last year's figure of 18.5p on a proforma (like for like)
basis. Basic earnings per share as reported in the accounts (after exceptionals)
for the year was 11.2p compared with 20.2p last year. The main drivers of the
reduction are the high level of exceptional costs and additional interest
charges relating to the flotation and business restructuring.
Dividends
The Board is recommending a final dividend for 2006 of 7 pence per share.
Together with the interim dividend of 3 pence paid on 7 July 2006, this gives a
total dividend for the year of 10 pence per share. Subject to approval at the
AGM, the total cost of the dividend for the year will be £21.6m and the final
dividend will be paid on 16 February 2007 to shareholders on record as at 8
December 2006.
Cash flow and net debt
A very strong performance on cash has delivered a free cash flow for the year of
£48.9m before exceptionals. This compares to an outflow of £10.3m last year. The
improvement is driven principally by Managements focus on driving efficency and
reducing costs which has resulted in a reduction in working capital and reduced
capital expenditure.
Additional contributions were made to the defined benefit pension scheme of £30m
in the year (2005 £30m).
Net debt was £282.6m at 1 October 2006 compared to the reported £213.8m at the
start of the year. The increase in borrowings was due to the £105.0m paid out in
dividends during the year. This includes a special dividend of £98.5m (included
in the proforma net debt) and the interim dividend of £6.5m.
Capital employed
Non-current assets reduced in the year from £333.3m to £316.0m due to tightly
controlled capital expenditure. Management had estimated at flotation that
depreciation would increase by approximately £3.0m in the year, however, the
reduction in capital expenditure has resulted in a decrease of £2.5m to £38.3m.
Current assets also reduced from £159.1m to £151.1m reflecting reductions in
inventories and receivables. At the same time, current liabilities increased
from £166.3m to £171.4m, reflecting increased trade creditors. Invested capital
has reduced by 8.4% to £293.9m compared to £320.7m at the previous year end. For
2005/06 ROIC has improved to 17.0% from 16.8% in 2004/05.
Share price and market capitalisation
At 2 October 2006 the closing share price for Britvic plc was 244.75p. The Group
is a member of the FTSE 250 index with a market capitalisation of approximately
£529m at the year end.
Treasury management
The financial risks faced by the Group are identified and managed by a central
Treasury department. The activities of the Treasury department are carried out
in accordance with Board approved policies and are subject to regular audit and
Treasury Committee scrutiny. The department does not operate as a profit centre.
Key financial risks faced by the Group include exposures to movement in:
• Interest rates
• Foreign exchange
• Commodity prices
The Treasury department is also responsible for the management of the Group's
debt liquidity, currency requirements and cash.
At 1 October 2006, the Group's net debt of £282.6m consisted of £285.0m drawn
under the Group's committed and syndicated bank facility, plus £17.5m of
drawings under uncommitted bank facilities. This was netted off with £19.2m of
surplus cash and £0.7m of issue costs of loans.
Pensions
The Group operates a pension scheme, which has both a defined benefit fund and a
defined contribution fund. The defined benefit section of the scheme was closed
on 1 August 2002, and since this date new employees have been eligible to join
the defined contribution section of the scheme. The latest valuation for
contribution purposes was carried out as at 31 March 2004. As a result of the
full actuarial valuation at this date, further contributions of £30m were made
in March and December 2005. Additional annual contributions of £10m will be made
in December 2006 to 2010 (total of £50m) in order to further reduce the deficit
in the scheme. The next actuarial valuation is planned to take place in line
with the normal cycle as at 31 March 2007.
On an IAS19 basis, the Group's defined benefit pension scheme showed a deficit
of £65.8m at 1 October 2006 compared with £84.6m for the previous year end. The
reduction in the deficit reflects the benefit of £30m of further additional
pension contributions paid in the year, net of an actuarial loss of £10.8m
recognised in the year.
Critical accounting policies
The discussion and analysis of Britvic's financial condition and results of
operations are based upon the consolidated financial statements, which have been
prepared in accordance with International Financial Reporting Standards ('
IFRS'). The preparation of these financial statements requires Britvic's
management to make estimates and judgements that affect the amounts reported in
the financial statements and accompanying notes. Management bases its estimates
on historical experience and on various other assumptions it believes to be
reasonable under the circumstances, the results of which form the basis for
making judgements about, among other things, the carrying value of assets and
liabilities that are not readily available from other sources. Actual results
may differ from these estimates under different assumptions or conditions.
Management believes the following critical accounting policies reflect the more
significant judgements and estimates used in the preparation of Britvic's IFRS
consolidated financial statements.
Post-retirement benefits
The determination of the pension and other post retirement benefits cost and
obligation is based on assumptions determined with independent actuarial advice.
The assumptions include discount rate, inflation, pension and salary increases,
expected return on scheme assets, mortality and other demographic assumptions.
Impairment of goodwill
Determining whether goodwill is impaired requires an estimation of the value in
use of the cash generating units to which goodwill has been allocated. The value
in use calculation requires an estimate of the future cash flows expected to
arise from the cash-generating unit and a suitable discount rate in order to
calculate present value.
Deferred income tax
Deferred tax assets and liabilities require management's judgement in
determining the amounts to be recognised. In particular, significant judgement
is used when assessing the extent to which deferred tax assets should be
recognised which is dependent on the generation of sufficient future taxable
profits. The Group recognises deferred tax assets where it is more likely than
not that the benefit will be realised.
CONSOLIDATED INCOME STATEMENT
For the 52 weeks ended 1 October 2006
52 Weeks 52 Weeks
Ended 1 October 2006 Ended 2 October 2005
Before Exceptional Total Before Exceptional Total
Exceptional Items Exceptional Items
Items Items
Note £m £m £m £m £m £m
Revenue 677.9 - 677.9 698.2 - 698.2
Cost of Sales (263.5) - (263.5) (269.5) - (269.5)
Gross Profit 414.4 - 414.4 428.7 - 428.7
Selling and Distribution Costs (231.0) - (231.0) (232.3) - (232.3)
Administration Expenses 5 (109.7) (19.1) (128.8) (120.1) (5.8) (125.9)
Operating Profit 6 73.7 (19.1) 54.6 76.3 (5.8) 70.5
Finance Income 9 0.2 - 0.2 0.3 - 0.3
Finance Costs 5,9 (18.0) (0.3) (18.3) (6.5) (0.1) (6.6)
Profit/(loss) before Tax 55.9 (19.4) 36.5 70.1 (5.9) 64.2
Taxation 10 (16.3) 4.0 (12.3) (20.9) 0.1 (20.8)
Profit/(loss) for the period 39.6 (15.4) 24.2 49.2 (5.8) 43.4
attributable to the equity
shareholders
Earnings Per Share 11
Basic earnings per share 18.4p (7.2p) 11.2p 22.9p (2.7p) 20.2p
Diluted earnings per share 18.3p (7.1p) 11.2p 22.9p (2.7p) 20.2p
CONSOLIDATED BALANCE SHEET
At 1 October 2006
2006 2005
Note £m £m
Assets
Non-current Assets
Property, plant and equipment 13 218.2 231.5
Intangible assets 14 95.4 96.7
Trade and other receivables 17 2.4 2.4
Deferred income tax assets 10d - 2.7
316.0 333.3
Current Assets
Inventories 18 31.7 37.9
Trade and other receivables 19 99.6 101.8
Other financial assets 26a 0.6 -
Cash and cash equivalents 20 19.2 19.4
151.1 159.1
Total Assets 467.1 492.4
Equity and Liabilities
Issued capital 21 (43.2) (12.3)
Share premium 22 (2.5) (25.4)
Own shares 22 0.5 -
Share scheme reserve 22 (4.5) (0.8)
Hedging reserve 22 0.4 -
Other reserves 22 - (7.1)
Retained earnings 22 107.0 23.4
Total Equity 57.7 (22.2)
Non-current Liabilities
Interest bearing loans and borrowings 23 (284.3) (219.3)
Deferred tax liabilities 10d (3.3) -
Pension liability 24 (65.8) (84.6)
(353.4) (303.9)
Current Liabilities
Trade and other payables 25 (147.7) (142.4)
Interest bearing loans and borrowings 23 (17.5) (13.9)
Other financial liabilities 26a (1.0) -
Non-interest bearing loans and borrowings 27 - (2.8)
Income tax payable (5.2) (7.2)
(171.4) (166.3)
Total Liabilities (524.8) (470.2)
Total Equity and Liabilities (467.1) (492.4)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the 52 weeks ended 1 October 2006
2006 2005
Note £m £m
Cash flows from operating activities
Profit from continuing operations before tax and finance costs 54.6 70.5
Depreciation 38.3 40.8
Amortisation 4.7 3.0
Share based payments 7.8 0.5
Net pension charge less contributions (29.6) (27.0)
Decrease / (increase) in inventory 6.2 (5.2)
Decrease / (increase) in debtors 2.2 (7.3)
Increase / (decrease) in creditors 3.8 (3.7)
Loss on disposal of tangible assets 4.0 3.2
Loss on disposal of intangible assets 0.4 -
Income tax paid (3.8) (18.8)
Net cash flows from operating activities 88.6 56.0
Cash flows from investing activities
Proceeds from sale of tangible assets 0.2 0.1
Interest received 0.2 0.3
Purchases of tangible assets (29.4) (41.2)
Purchases of intangible assets (3.8) (10.6)
Acquisition of subsidiary net of cash acquired 15 - (4.3)
Net cash flows used in investing activities (32.8) (55.7)
Cash flows from financing activities
Finance costs (0.2) (0.8)
Interest paid (16.4) (4.3)
Interest bearing loans received 68.6 233.2
Repayment of borrowings (2.8) -
Purchase of own shares (0.5) -
Increase in share capital 0.3 -
Dividends paid to equity shareholders (53.3) (112.1)
Dividends paid to previous shareholders (51.7) (123.9)
Net cash flows used in financing activities (56.0) (7.9)
Net decrease in cash and cash equivalents (0.2) (7.6)
Cash and cash equivalents at beginning of period 19.4 27.0
Cash and cash equivalents at the end of the period 20 19.2 19.4
By balance sheet category:
Cash and cash equivalents 19.2 19.4
Current interest bearing loans and borrowings:
Overdraft - -
19.2 19.4
CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE
For the 52 weeks ended 1 October 2006
2006 2005
Note £m £m
Actuarial loss on defined benefit pension scheme 24 (10.8) (3.4)
Current tax on additional pension contributions 9.0 9.0
Deferred tax on pension liabilities (5.7) (8.0)
Movement in cash flow hedges 0.6 -
Deferred tax on share options granted to employees 0.1 0.4
Current tax in share options exercised 1.1 -
Net expense recognised directly in equity attributable to equity (5.7) (2.0)
shareholders
Profit for the period 24.2 43.4
Total recognised income and expense for the period 18.5 41.4
Effects of changes in accounting policy
Adoption of IAS 39 on 3 October 2005 (1.0) -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. General Information
Britvic plc is a company incorporated in the United Kingdom under the Companies
Act 1985. Britvic plc and its subsidiaries (together the 'Group') operate in the
soft drinks manufacturing and distribution industry, principally in the United
Kingdom. On the 14 December 2005, the Ordinary Share Capital of Britvic plc was
admitted to trading on the London Stock Exchange's market for listed securities.
The operating companies of the Group are disclosed within note 31.
2. Statement of compliance
The financial information has been prepared on the basis of applicable IFRS,
including relevant International Accounting Standards (IAS), Standing
Interpretations Committee (SIC) and International Financial Reporting
Interpretations Committee (IFRIC) interpretations issued by the International
Accounting Standards Board (IASB). These include IFRS adopted by the EU and
those awaiting formal endorsement, as applicable to the 2006 financial
statements. As permitted, the Group has also early adopted the amendment to IAS
19 'Employee Benefits' published in December 2004.
The Group adopted IFRS for the first time in the current year and therefore IFRS
1 'First-time Adoption of International Financial Reporting Standards' has been
applied in preparing this financial information. The Group has taken the
following exemptions available under IFRS 1:
a) Not to restate the comparative information disclosed in the 2005
financial statements (being the financial statements for the 52
weeks ended 2 October 2005) in accordance with IAS 32 'Financial
Instruments: Disclosure and Presentation' and IAS 39 'Financial
Instruments: Recognition and Measurement'.
b) Not to restate business combinations occurring before 4 October 2004.
c) To recognise all actuarial gains and losses on pensions and other
post-retirement benefits directly in shareholders' equity at
4 October 2004.
d) Not to apply IFRS 2 'Share-based Payment' to grants of equity
instruments on or before 7 November 2002 that had vested prior to
1 January 2005.
The disclosures required by IFRS 1, reconciling financial statements previously
published under UK GAAP to IFRS, are given in notes 32, 33 and 34.
The consolidated financial statements have been prepared on a historical cost
basis except where measurement of balances at fair value is required as
explained in note 3. The consolidated financial statements are presented in
sterling and all values are rounded to the nearest million except where
otherwise indicated.
The principal accounting policies adopted by the group are set out in note 3.
3. Accounting policies
Basis of preparation
For all periods up to and including the year ended 2 October 2005, Britannia
Soft Drinks Limited prepared its financial statements in accordance with UK
generally accepted accounting practice (UK GAAP). As a consequence of the
acquisition of Britannia Soft Drinks Limited by Britvic plc and of that
company's listing on the London Stock Exchange, from 3 October 2005 the Group is
required to prepare consolidated financial statements in accordance with
International Financial Reporting Standards (IFRS) as endorsed by the European
Union and as applied in accordance with the provisions of the Companies Act
1985. These statements are therefore the first financial statements prepared by
Britvic plc in accordance with IFRS and as such take account of the requirements
and options in IFRS 1 as they relate to the 2005 comparatives included therein.
Britvic plc is a public limited company incorporated and domiciled in England &
Wales. The company's ordinary shares are traded on the London Stock Exchange.
Basis of consolidation
The consolidated financial information incorporates the financial information of
Britvic plc ('the Company') and the entities controlled by the Company (its
subsidiaries).
On acquisition, the assets and liabilities and contingent liabilities of a
subsidiary are measured at their fair values at the date of acquisition. Any
excess of the cost of acquisition over the fair values of the identifiable net
assets acquired is recognised as goodwill. Any deficiency of the cost of
acquisition below the fair values of the identifiable net assets acquired
(discount on acquisition) is credited to the income statement in the period of
acquisition.
Subsidiaries are consolidated from the date of their acquisition, being the date
on which the Group obtains control, and continue to be consolidated until the
date that such control ceases. Control comprises the power to govern the
financial and operating policies of the investee so as to obtain benefit from
its activities and is achieved through direct or indirect ownership of voting
rights; currently exercisable or convertible potential voting rights; or by way
of contractual agreement. The financial statements of subsidiaries are prepared
for the same reporting year as the parent company, using consistent accounting
policies. All intra-group transactions, balances, income and expenses are
eliminated on consolidation.
The Group financial statements consolidate the accounts of Britvic plc and all
its subsidiary undertakings drawn up to 1 October 2006. The acquisition method
of accounting has been used, under which the results of subsidiary undertakings
acquired or disposed of in the year are included in the consolidated income
statement from the date of acquisition or up to the date of disposal.
Britannia SD Holdings Limited was incorporated on 27 October 2005 and changed
its name to Britvic plc on 21 November 2005. Britvic plc is the entity whose
shares are listed on the Official List of the Financial Services Authority and
have been admitted to trading on the London Stock Exchange. The Britannia Soft
Drinks Group became a subsidiary of Britannia SD Holdings Limited in accordance
with the Share Exchange Agreement dated 18 November 2005 for the transfer of the
entire issued share capital of Britannia Soft Drinks Limited to Britannia SD
Holdings Limited in consideration for the issue of fully paid up ordinary shares
of Britannia SD Holdings Limited to existing shareholders. This consideration
was paid in proportion to the existing shareholders' interests in Britannia Soft
Drinks Limited. Upon stamping of the relevant stock transfer forms, Britvic plc
became the registered holder of the entire issued share capital of Britannia
Soft Drinks Limited.
The group reorganisation between Britvic plc and the Britannia Soft Drinks Group
was a transaction between the existing shareholders (see note 21).
The share exchange has been accounted for using pooling of interest accounting
principles since the new shareholders of the Company are the same as the former
shareholders and the rights of each shareholder, relative to the others, are
unchanged. The consolidated financial statements are presented as if the share
exchange had been effective on 3 October 2005.
Revenue recognition
Revenue is the value of sales, excluding transactions with or between wholly
owned subsidiaries, and after deduction of sales related discounts, value added
tax and other sales-related taxes. Revenue is recognised when the significant
risks and rewards of ownership of the goods have passed to the buyer and the
amount can be measured reliably.
Sales related discounts are calculated based on the expected amounts necessary
to meet claims by the Group's customers in respect of these discounts and
rebates.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and any impairment losses. Depreciation is calculated so as to write off the
cost of an asset, less its estimated residual value, on a straight-line basis,
over the useful economic life of that asset as follows:
Plant and machinery 3 to 20 years
Vehicles (included in plant and machinery) 5 to 7 years
Equipment in retail outlets (included in fixtures, fittings,
tools and equipment) 5 to 10 years
Other fixtures and fittings (included in fixtures, fittings,
tools and equipment) 3 to 10 years
Land is not depreciated.
Freehold properties are depreciated over 50 years.
Leasehold properties are depreciated over 50 years, or over the unexpired lease
term when this is less than 50 years.
Gains and losses on disposals are determined by comparing proceeds with carrying
amount, and are included in the income statement.
The carrying values of property, plant and equipment are reviewed for impairment
when events or changes in circumstances indicate the carrying value may not be
recoverable.
Goodwill
Business combinations on or after 4 October 2004 are accounted for under IFRS 3
using the purchase method. Goodwill on acquisition is initially measured at cost
being the excess of the cost of acquisition over the Group's interest in the
fair value of the identifiable assets and liabilities of a subsidiary, associate
or jointly controlled entity at the date of acquisition. Negative goodwill is
recognised immediately in the income statement and positive goodwill is
recognised on the balance sheet.
Following initial recognition, goodwill is measured at cost less accumulated
impairment losses. Goodwill is not amortised.
Goodwill is reviewed for impairment at least annually. As at the acquisition
date, any goodwill acquired is allocated to the group of cash-generating units
expected to benefit from the combination's synergies by management. Impairment
is determined by assessing the recoverable amount of the group of
cash-generating units to which the goodwill relates. Where the recoverable
amount of the cash-generating unit is less than the carrying amount, an
impairment loss is recognised immediately in the income statement.
On disposal of a subsidiary, associate or jointly controlled entity, the
attributable amount of goodwill is included in the determination of the profit
or loss on disposal.
Intangible assets
Intangible assets acquired separately from a business are capitalised at cost.
An intangible asset acquired as part of a business combination is recognised
outside goodwill if the asset is separable or arises from contractual or other
legal rights and its fair value can be measured reliably.
The useful lives of intangible assets are assessed to be either finite or
indefinite. Amortisation is charged on assets with finite lives on a
straight-line basis over a period appropriate to the asset's useful life.
The carrying values of intangible assets with finite and indefinite lives are
reviewed for impairment when events or changes in circumstances indicate that
the carrying value may not be recoverable.
Software costs
Software expenditure is recognised as an intangible asset only after its
technical feasibility and commercial viability can be demonstrated. Acquired
computer software licences and software developed in-house are capitalised on
the basis of the costs incurred to acquire and bring to use the specific
software. These costs are amortised over their estimated useful lives of 3 to 7
years.
Impairment of assets
The Group assesses at each reporting date whether there is an indication that an
asset may be impaired. If any such indication exists, or when annual impairment
testing for an asset is required, the Group makes an estimate of the asset's
recoverable amount. An asset's recoverable amount is the higher of an asset's
fair value less costs to sell and its value in use and is determined for an
individual asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets or groups of assets. Where the
carrying amount of an asset exceeds its recoverable amount, the asset is
considered impaired and is written down to its recoverable amount. In assessing
value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset. Impairment losses
of continuing operations are recognised in the income statement in those expense
categories consistent with the function of the impaired asset.
An assessment is made at each reporting date as to whether there is any
indication that previously recognised impairment losses may no longer exist or
may have decreased. If such indication exists, the recoverable amount is
estimated. A previously recognised impairment loss is reversed only if there has
been a change in the estimates used to determine the asset's recoverable amount
since the last impairment loss was recognised. If that is the case the carrying
amount of the asset is increased to its recoverable amount. That increased
amount cannot exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognised for the asset in prior
years.
Inventories and work in progress
Inventories are stated at the lower of cost and net realisable value. Cost
comprises direct materials and, where applicable, direct labour costs and those
overheads that have been incurred in bringing inventories to their present
location and condition. Cost is determined using the weighted average cost
method. Net realisable value represents the estimated selling price less all
estimated costs of completion and costs to be incurred in marketing, selling and
distribution.
Financial assets
Financial assets in the scope of IAS 39 are classified as financial assets at
fair value through profit or loss. The Group determines the classification of
its financial assets at initial recognition and re-evaluates this designation at
each financial period-end. When financial assets are recognised initially, they
are measured at fair value, being the transaction price plus directly
attributable transaction costs.
The Group has financial assets that are classified as loans and receivables. The
Group measures these as follows:
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market, do not qualify as
trading assets and have not been designated as either fair value through profit
and loss or available for sale. Such assets are carried at amortised cost using
the effective interest method if the time value of money is significant. Gains
and losses are recognised in income when the loans and receivables are
derecognised or impaired, as well as through the amortisation process.
Derivative financial instruments and hedging
Period ended 1 October 2006
The Group uses derivative financial instruments such as forward currency
contracts and interest rate swaps to hedge its risks associated with foreign
currency and interest rate fluctuations. From 3 October 2005, such derivative
financial instruments are initially recognised at fair value on the date on
which a derivative contract is entered into and are subsequently remeasured at
fair value. Derivatives are carried as assets when the fair value is positive
and as liabilities when the fair value is negative.
The fair value of forward currency contracts is calculated by reference to
current forward exchange rates for contracts with similar maturity profiles. The
fair value of interest rate swap contracts is determined by reference to market
values for similar instruments.
For those derivatives designated as hedges and for which hedge accounting is
desired, the hedging relationship is documented at its inception. This
documentation identifies the hedging instrument, the hedged item or transaction,
the nature of the risk being hedged and how effectiveness will be measured
throughout its duration. Such hedges are expected at inception to be highly
effective.
For the purpose of hedge accounting, hedges are classified as
• fair value hedges when hedging the exposure to changes in the fair
value of a recognised asset or liability; or
• cash flow hedges when hedging exposure to variability in cash flows
that is either attributable to a particular risk associated with a
recognised asset or liability or a highly probable forecast transaction.
Any gains or losses arising from changes in the fair value of derivatives that
do not qualify for hedge accounting are taken to the income statement. The
treatment of gains and losses arising from revaluing derivatives designated as
hedging instruments depends on the nature of the hedging relationship, as
follows:
Fair value hedges
For fair value hedges, the carrying amount of the hedged item is adjusted for
gains and losses attributable to the risk being hedged; the derivative is
remeasured at fair value and gains and losses from both are taken to profit or
loss. For hedged items carried at amortised cost, the adjustment is amortised
through the income statement such that it is fully amortised by maturity. When
an unrecognised firm commitment is designated as a hedged item, this gives rise
to an asset or liability in the balance sheet, representing the cumulative
change in the fair value of the firm commitment attributable to the hedged risk.
The Group discontinues fair value hedge accounting if the hedging instrument
expires or is sold, terminated or exercised, the hedge no longer meets the
criteria for hedge accounting or the Group revokes the designation.
Cash flow hedges
For cash flow hedges, the effective portion of the gain or loss on the hedging
instrument is recognised directly in equity, while the ineffective portion is
recognised in profit or loss. Amounts taken to equity are transferred to the
income statement when the hedged transaction affects profit or loss, such as
when a forecast sale or purchase occurs. Where the hedged item is the cost of a
non-financial asset or liability, the amounts taken to equity are transferred to
the initial carrying amount of the non-financial asset or liability.
If a forecast transaction is no longer expected to occur, amounts previously
recognised in equity are transferred to profit or loss. If the hedging
instrument expires or is sold, terminated or exercised without replacement or
rollover, or if its designation as a hedge is revoked, amounts previously
recognised in equity remain in equity until the forecast transaction occurs and
are transferred to the income statement or to the initial carrying amount of a
non-financial asset or liability as above. If the related transaction is not
expected to occur, the amount is taken to profit or loss.
Period ended 2 October 2005
As the Group has opted not to adopt IAS 39 in the comparative periods, the
accounting policy below relates to UK GAAP and is effective for the period to 2
October 2005.
The Group uses forward foreign currency contracts to reduce exposure to foreign
exchange rates. The Group does not use forward foreign currency contracts for
speculative purposes.
For a forward foreign currency contract to be treated as a hedge, the following
criteria must be met:
• the instrument must be related to a contracted foreign currency commitment;
• it must involve the same currency as the hedged item; and
• it must reduce the risk of foreign currency exchange movements on the
Group's operations.
The rates under such contracts are used to record the hedged item. As a result,
gains and losses are offset against the foreign exchange gains and losses on the
related financial assets and liabilities, or where the instrument is used to
hedge a committed future transaction, are not recognised until the transaction
occurs.
Amounts payable or receivable in respect of interest rate swaps are recognised
as adjustments to net interest income or expense over the period of the
contract.
Derecognition of financial instruments
The derecognition of a financial instrument takes place when the Group no longer
controls the contractual rights that comprise the financial instrument, which is
normally the case when the instrument is sold, or all the cash flows
attributable to the instrument are passed through to an independent third party.
Share-based payments
The cost of equity-settled transactions with employees is measured by reference
to the fair value at the date at which they are granted. Fair value is
determined by an external valuer using an appropriate pricing model. In valuing
equity-settled transactions, no account is taken of any performance conditions,
other than conditions linked to the price of the shares ('market conditions').
The cost of equity-settled transactions is recognised, together with a
corresponding increase in equity, over the period in which the performance
conditions are fulfilled, ending on the date on which the relevant employees
become fully entitled to the award ('vesting date'). The cumulative expense
recognised for equity-settled transactions at each reporting date until the
vesting date reflects the extent to which the vesting period has expired and the
number of equity instruments that, in the opinion of the directors of the Group
and based on the best available estimate at that date, will ultimately vest (or
in the case of an instrument subject to a market condition, be treated as
vesting as described below). The income statement charge or credit for a period
represents the movement in cumulative expense recognised as at the beginning and
end of that period.
No expense is recognised for awards that do not ultimately vest, except for
awards where vesting is conditional upon a market condition, which are treated
as vesting irrespective of whether or not the market condition is satisfied,
provided that all other performance conditions are satisfied.
The Group has taken advantage of the transitional provisions of IFRS 2 in
respect of equity-settled awards and has applied IFRS 2 only to equity-settled
awards granted after 7 November 2002 that had not vested before 1 January 2005.
Taxation
The current income tax expense is based on taxable profits for the year, after
any adjustments in respect of prior years. It is calculated using taxation rates
enacted or substantively enacted by the balance sheet date and is measured at
the amount expected to be recovered from or paid to the taxation authorities.
Provision is made for deferred tax liabilities, or credit taken for deferred tax
assets, on all material temporary differences between the tax base of assets and
liabilities and their carrying values in the consolidated financial statements.
The principal temporary differences arise from accelerated capital allowances,
provisions for pensions and other post-retirement benefits, provisions for
share-based payments and employee profit share schemes and other short-term
temporary differences.
Deferred tax assets are recognised to the extent that it is regarded as probable
that future taxable profits will be available against which the temporary
differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to apply in the
periods in which the asset or liability will be settled.
Pensions
The Group operates a pension scheme, the Britvic Pension Plan ('the Scheme'),
which has both a defined benefit fund and a defined contribution fund. The
defined benefit section of the scheme was closed on 1 August 2002, and since
this date new employees have been eligible to join the defined contribution
section of the scheme.
Under defined benefit pension plans, plan assets are measured at fair value and
plan liabilities are measured on an actuarial basis, using the projected unit
credit method and discounted at an interest rate equivalent to the current rate
of return on a high quality corporate bond of equivalent currency and term to
the plan liabilities.
The service cost of providing pension benefits to employees for the year is
charged to the income statement. The cost of making improvements to pensions is
recognised in the income statement on a straight-line basis over the period
during which the increase in benefits vests. To the extent that the
improvements in benefits vest immediately, the cost is recognised immediately.
These costs are recognised as an expense.
Past service costs are recognised in profit or loss on a straight-line basis
over the vesting period or immediately if the benefits have vested. When a
settlement (eliminating all obligations for benefits already accrued) or a
curtailment (reducing future obligations as a result of a material reduction in
the scheme membership or a reduction in future entitlement) occurs the
obligation and related plan assets are remeasured using current actuarial
assumptions and the resultant gain or loss recognised in the income statement
during the period in which the settlement or curtailment occurs.
A charge representing the unwinding of the discount on the plan liabilities
during the year is included within administrative expenses.
A credit representing the expected return on the plan assets during the year is
included within administrative expenses. This credit is based on the market
value of the plan assets, and expected rates of return, at the beginning of the
year.
Actuarial gains and losses may result from: differences between the expected
return and the actual return on plan assets; differences between the actuarial
assumptions underlying the plan liabilities and actual experience during the
year; or changes in the actuarial assumptions used in the valuation of the plan
liabilities. Actuarial gains and losses, and taxation thereon, are recognised
in the consolidated statement of recognised income and expense.
For defined contribution plans, contributions payable for the year are charged
to the income statement as an operating expense.
Employee benefits
Wages, salaries, bonuses, paid annual leave and sick leave are accrued in the
year in which the associated services are rendered by the employees of the
Group.
Provisions
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of
resources embodying economic benefits will be required to settle the obligation
and a reliable estimate can be made of the amount of the obligation. Where the
Group expects a provision to be reimbursed, for example under an insurance
contract, the reimbursement is recognised as a separate asset but only when the
reimbursement is virtually certain. If the effect of the time value of money is
material, provisions are determined by discounting the expected future cash
flows at a pre-tax rate that reflects current market assessments of the time
value of money and, where appropriate, the risks specific to the liability.
Where discounting is used, the increase in the provision due to the passage of
time is recognised as an interest expense.
Leases
Leases are classified as finance leases whenever the terms of the lease transfer
substantially all the risks and rewards of ownership to the lessee. All other
leases are classified as operating leases.
Assets held under finance leases are recognised as assets of the Group at their
fair value or, if lower, at the present value of the minimum lease payments,
each determined at the inception of the lease. The corresponding liability to
the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between the finance element, which is charged to
the Income Statement using the effective interest rate method, and the capital
element which reduces the outstanding obligation for future instalments.
Rentals payable under operating leases are charged to income on a straight-line
basis over the term of the relevant lease.
Lease incentives received are credited to the income statement on a
straight-line basis over the term of the leases to which they relate.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with
banks and other short-term highly liquid investments with original maturities of
three months or less, which are readily convertible into known amounts of cash
and subject to insignificant risk of changes in value. For the purposes of the
statement of cash flows, bank overdrafts repayable on demand are a component of
cash equivalents.
Trade and other receivables
Trade receivables, which generally have 30-90 day terms, are recognised at their
original amount less an allowance for any doubtful accounts.
An allowance for doubtful accounts is made when collection of the full amount is
no longer considered probable. Balances are written off when the probability of
recovery is assessed as being remote.
Interest bearing loans and borrowings
Borrowings are stated at proceeds received less any unamortised issue costs.
Finance charges are charged to the income statement using an effective interest
rate method. Finance costs not settled in the period are included within the
outstanding loan balance.
Foreign currencies
Functional and Presentation Currency
The consolidated financial information is presented in pounds sterling, which is
the Group's functional and presentational currency.
Transactions and Balances
Transactions in foreign currencies are recorded at the rate ruling at the date
of the transaction. Monetary assets and liabilities denominated in foreign
currencies are translated at the rate of exchange ruling at the balance sheet
date. All differences are taken to the income statement.
Segmental reporting
A business segment is a distinguishable component of the Group engaged in
providing products and services that are subject to risks and returns that are
different from those of other business segments. A geographical segment is
engaged in providing products and services within a particular economic
environment that are subject to risks and returns that are different from those
of segments operating in other economic environments. Segment reporting reflects
the internal management structure and the way the business is managed.
The directors consider that the Group has only one reportable geographic segment
and one business segment being the manufacture and sale of soft drinks. The
directors consider that the risks and returns of the Group's products are
similar in nature.
Issued share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the proceeds.
Exceptional items
The Group presents as exceptional items on the face of the income statement
those significant items of income and expense which, because of the nature and
infrequency of the events giving rise to them, merit separate presentation to
allow shareholders to understand better the elements of financial performance in
the year, so as to facilitate comparison with prior periods and to assess trends
in financial performance more readily.
Borrowing costs
All borrowing costs are recognised as finance costs in the income statement in
the period in which they are incurred.
Issue costs of loans
The finance cost recognised in the income statement in respect of capital
instruments is allocated to periods over the terms of the instrument using the
effective interest method.
New standards and interpretations not applied
The Group has not applied the following IFRSs and IFRIC Interpretations, which
will be applicable to the Group, that have been issued but are not yet
effective:
Effective date , periods
commencing
International Financial Reporting Standards (IFRS)
IFRS 6 Exploration for and evaluation of mineral resources 1 January 2007
IFRS 7 Financial Instruments: Disclosures 1 January 2007
International Accounting Standards (IAS)
IAS 1 Amendment - Presentation of Financial Statements: 1 January 2007
Capital Disclosures
IAS 21 Amendment - The Effects of Changes in Foreign Exchange
Rates: Net Investment in a Foreign Operation 1 January 2006
IAS 39 Amendment - Financial Instruments: Recognition and
Measurement: The Fair Value Option 1 January 2006
IAS 39 Amendment - Financial Instruments: Recognition and
Measurement: Cash Flow Hedge Accounting of Forecast
Intragroup Transactions 1 January 2006
IAS 39 / IFRS 4 Amendment - Financial Instruments: Recognition and
Measurement: Financial Guarantee Contracts 1 January 2006
International Financial Reporting Interpretations Committee (IFRIC)
IFRIC 4 Determination whether an arrangement contains a lease 1 January 2006
IFRIC 5 Rights to Interests Arising from Decommissioning,
Restoration and Environmental Rehabilitation Funds 1 January 2006
IFRIC 9 Reassessment of Embedded Derivatives 1 June 2006
The directors do not anticipate that the adoption of these standards and
interpretations will have a material impact on the Group's financial statements
in the period of initial application.
Upon adoption of IFRS 7, the Group will have to disclose additional information
about its financial instruments, their significance and the nature and extent of
risks that they give rise to. More specifically the Group will need to disclose
the fair value of its financial instruments and its risk exposure in greater
detail. There will be no effect on reported income or net assets.
Those standards not mentioned above but issued recently have been considered by
the Group and have no significant impact on the financial statements.
Key sources of estimation uncertainty
In applying the above accounting policies, management has made appropriate
estimates and judgements in a number of areas. The key sources of estimation
uncertainty at the balance sheet date that have a significant risk of causing
significant adjustment to the carrying amounts of assets and liabilities within
the next financial year are:
Post-retirement benefits
The determination of the pension and other post retirement benefits cost and
obligation is based on assumptions determined with independent actuarial advice.
The assumptions include discount rate, inflation, pension and salary increases,
expected return on scheme assets, mortality and other demographic assumptions.
Impairment of goodwill
Determining whether goodwill is impaired requires an estimation of the value in
use of the cash generating units to which goodwill has been allocated. The value
in use calculation requires an estimate of the future cash flows expected to
arise from the cash-generating unit and a suitable discount rate in order to
calculate present value.
Deferred income tax
Deferred tax assets and liabilities require management's judgement in
determining the amounts to be recognised. In particular, significant judgement
is used when assessing the extent to which deferred tax assets should be
recognised which is dependent on the generation of sufficient future taxable
profits. The Group recognises deferred tax assets where it is more likely than
not that the benefit will be realised.
4. Change of accounting policy: Implementation of IAS 32 and IAS 39
As permitted by IFRS 1 'First time adoption of International Financial Reporting
Standards' the Group elected not to present comparative information in
accordance with IAS 32 'Financial Instruments: Disclosure and Presentation' and
IAS 39 'Financial Instruments: Recognition and Measurement'. Therefore in the
comparative information for the year ended 2 October 2005, financial assets and
liabilities are accounted for under UK GAAP.
The accounting treatment under UK GAAP for derivative financial instruments used
for hedging purposes is detailed in note 3.
From 3 October 2005 for IFRS all financial assets and financial liabilities have
to be recognised initially at fair value. In subsequent periods the measurement
of these financial instruments depends on their classification.
At 3 October 2005 the Group had forward exchange contracts and interest rate
swaps outstanding in relation to anticipated future cash flows. Hedges of cash
flows have been valued using forward rates ruling at 3 October 2005. The effects
of adopting IAS 39 are shown as a restatement of the opening balance of reserves
at 3 October 2005.
Should IAS 39 be applied as at 2 October 2005, the impact on the balance sheet
as at that date would be as follows:
£m
Decrease in reserves (1.0)
Increase in current liabilities 1.2
Increase in current assets (0.2)
5. Exceptional items
2006 2005
£m £m
Listing costs (5.5) (5.8)
Incentive schemes directly associated with the flotation (6.6) -
Restructuring costs (7.0) -
(19.1) (5.8)
Finance costs (see note 9) (0.3) (0.1)
(19.4) (5.9)
'Listing costs' relates to costs incurred in pursuit of the listing on the
London Stock Exchange which include advisors' fees.
'Incentive schemes directly associated with the flotation' include all-employee
share schemes and management incentives.
'Restructuring costs' includes the costs of major restructuring programmes
undertaken in the year. These costs relate principally to redundancy costs and
advisors' fees.
6. Operating profit
This is stated after charging/(crediting):
2006 2005
£m £m
Research and development expenditure written off 2.0 1.2
Net foreign currency differences 0.2 (0.1)
Depreciation of property, plant and equipment 38.3 40.8
Amortisation of intangible assets 4.7 3.0
Total depreciation and amortisation expense included in administration 43.0 43.8
expenses
Operating lease payments
- minimum lease payments 10.2 10.5
- sublease payments (0.3) (0.2)
Total lease and sublease payments recognised as an expense 9.9 10.3
7. Auditors' remuneration
2006 2005
£m £m
Auditors' remuneration - audit services 0.2 0.2
Other fees to auditors
- corporate finance services * 1.0 1.9
* Corporate finance fees relate to costs incurred in respect of the flotation.
8. Staff costs
2006 2005
£m £m
Wages and salaries* (93.3) (88.2)
Social security costs (8.5) (8.7)
Pension costs (note 24) (10.7) (13.4)
Expense of share based payments and employee profit share scheme** (6.9) (4.4)
(119.4) (114.7)
* £4.3m (2005: £nil) of this is included within 'restructuring costs' in
exceptional items (note 5).
** £6.6m (2005: £nil) of this is included within exceptional items (see note 5
and note 28).
Directors' emoluments included above are detailed in the Directors' Remuneration
Report.
The average monthly number of employees during the period was made up as
follows:
2006 2005
Distribution 605 578
Production 1,157 1,255
Sales and marketing 786 841
Administration 347 368
2,895 3,042
9. Finance income/(costs)
2006 2005
£m £m
Finance income
Bank interest receivable - 0.3
Other interest receivable 0.2 -
Total finance income 0.2 0.3
Finance costs
Bank loans and overdrafts (18.3) (6.6)
Total finance costs (18.3) (6.6)
Included within total finance costs is interest on bank loans and overdrafts of £0.3m which relates to
exceptional items (2005: £0.1m).
10. Taxation
a) Tax on profit on ordinary activities
2006
Before
Exceptional Exceptional
Items Items Total
£m £m £m
Consolidated income statement
Current income tax
Current income tax charge (16.0) 3.5 (12.5)
Amounts overprovided in previous years 0.6 - 0.6
Total current income tax (charge)/credit (15.4) 3.5 (11.9)
Deferred income tax
Origination and reversal of temporary differences (0.9) 0.5 (0.4)
Total deferred tax (charge)/credit (0.9) 0.5 (0.4)
Total tax (charge)/credit in the income statement (16.3) 4.0 (12.3)
Consolidated statement of recognised income and expense
Tax on pensions 3.3
Deferred tax on share options granted to employees 1.2
Tax benefit reported in equity 4.5
2005
Before
Exceptional Exceptional
Items Items Total
£m £m £m
Consolidated income statement
Current income tax
Current income tax charge (12.6) 0.1 (12.5)
Amounts underprovided in previous years (1.0) - (1.0)
Total current income tax (charge)/credit (13.6) 0.1 (13.5)
Deferred income tax
Origination and reversal of temporary differences (7.3) - (7.3)
Total deferred tax charge (7.3) - (7.3)
Total tax (charge)/credit in the income statement (20.9) 0.1 (20.8)
Consolidated statement of changes in equity
Tax on pensions 1.0
Deferred tax on share options granted to employees 0.4
Tax benefit reported in equity 1.4
b) Reconciliation of the total tax charge
The tax expense in the income statement is higher than the standard rate of
corporation tax in the UK of 30% (2005: 30%). The differences are reconciled
below:
2006
Before
Exceptional Exceptional
Items Items Total
£m £m £m
Accounting profit before income tax 55.9 (19.4) 36.5
Accounting profit multiplied by the UK standard rate of
corporation tax of 30% (16.8) 5.8 (11.0)
Expenditure not deductible for income tax purposes (0.5) (1.6) (2.1)
Tax charge on share-based payments (0.1) (0.3) (0.4)
Tax overprovided in previous years 0.7 0.1 0.8
Tax relief on intangible assets 0.4 - 0.4
(16.3) 4.0 (12.3)
Effective income tax rate 29.2% 33.7%
2005
Before
Exceptional Exceptional
Items Items Total
£m £m £m
Accounting profit before income tax 70.1 (5.9) 64.2
Accounting profit multiplied by the UK standard rate of (21.0) 1.8 (19.2)
corporation tax of 30%
Expenditure not deductible for income tax purposes (0.4) (1.7) (2.1)
Tax relief on share-based payments 0.1 - 0.1
Tax overprovided in previous years 0.3 - 0.3
Other temporary differences 0.1 - 0.1
(20.9) 0.1 (20.8)
Effective income tax rate 29.8% 32.4%
c) Unrecognised tax losses
The Group has unrecognised capital tax losses which arose in the UK of £2.4m
(2005: £2.4m) that are available indefinitely for offset against future taxable
profits of the companies in which the losses arose. These tax losses can only be
offset against future capital gains and have not been recognised in these
financial statements.
d) Deferred income tax
The deferred income tax included in the balance sheet is as follows:
2006 2005
£m £m
Deferred tax liability
Accelerated capital allowances for tax purposes (22.9) (23.4)
Intangible assets (0.4) (0.3)
Other temporary differences (1.6) (1.7)
Deferred tax liability (24.9) (25.4)
Deferred tax asset
Employee incentive plan 1.9 2.7
Post employment benefits 19.7 25.4
Deferred tax asset 21.6 28.1
Net deferred income tax (liability)/asset (3.3) 2.7
The deferred tax included in the group income statement is as follows:
2006 2005
£m £m
Deferred tax liability
Employee incentive plan (1.1) (0.3)
Intangible assets (0.1) (0.3)
Other temporary differences - 0.1
Deferred tax asset
Accelerated capital allowances for tax purposes 0.5 (0.9)
Post employment benefits 0.2 (7.1)
Deferred income tax from prior years 0.2 1.2
Deferred tax charge (0.3) (7.3)
11 Earnings per share
Basic earnings per share amounts are calculated by dividing profit for the year
attributable to ordinary equity holders of the parent by the weighted average
number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit
attributable to ordinary equity holders of the parent (before deducting interest
on the convertible non-cumulative redeemable preference shares) by the weighted
average number of ordinary shares outstanding during the year plus the weighted
average number of ordinary shares that would be issued on the conversion of all
the dilutive potential ordinary shares into ordinary shares.
The following table reflects the income and share data used in the basic and
diluted earnings per share computations:
2006 2005
£m £m
Basic earnings per share for reported earnings
Net profit attributable to ordinary shareholders 24.2 43.4
Weighted average number of ordinary shares in issue for basic earnings per share 215.4 214.8
Basic earnings per share for profit 11.2p 20.2p
Diluted earnings per share for reported earnings
Net profit attributable to ordinary shareholders 24.2 43.4
Weighted average number of ordinary shares in issue for diluted 216.7 214.8
earnings per share
Diluted earnings per share for profit 11.2p 20.2p
The group presents as exceptional items on the face of the income statement, those significant items of
income and expense which, because of the nature and expected infrequency of the events giving rise to them,
merit separate presentation to allow shareholders to understand better the elements of financial performance
in the year, so as to facilitate comparison with prior periods and to assess better trends in financial
performance.
To this end, basic and diluted earnings per share is also presented on this basis using the weighted average
number of ordinary shares for both basic and diluted amounts as per the table above.
2006 2005
£m £m
Basic earnings per share for pre-exceptional earnings
Net profit attributable to ordinary shareholders 24.2 43.4
Add: Net Impact of exceptional items 15.4 5.8
Net profit attributable to ordinary shareholders (before exceptional items) 39.6 49.2
Weighted average number of ordinary shares in issue for basic earnings per share 215.4 214.8
Basic earnings per share for pre-exceptional earnings 18.4p 22.9p
Diluted earnings per share for pre-exceptional earnings
Net profit attributable to ordinary shareholders (before exceptional items) 39.6 49.2
Weighted average number of ordinary shares in issue for diluted earnings per share 216.7 214.8
Diluted earnings per share for pre-exceptional earnings 18.3p 22.9p
12 Dividends paid and proposed
2006 2005
£m £m
Declared and paid during the year
Equity dividends on ordinary shares
Final dividend for 2004: 270.35p per share - (33.1)
First dividend for 2005: 1,539.84p per share - (189.0)
Interim dividend for 2005: 112.69p per share - (13.9)
Special dividend for 2006 : 45.86p per share (98.5) -
Interim dividend for 2006 : 3.00p per share (6.5) -
Dividends paid (105.0) (236.0)
Proposed for approval by the shareholders at the AGM
Final dividend for 2006: 7.00p per share (15.1) -
13 Property, plant and equipment
Fixtures,
Freehold Leasehold fittings,
land and land and Plant and tools and
buildings buildings machinery equipment Total
£m £m £m £m £m
At 2 October 2005, net of accumulated depreciation 47.5 14.1 79.2 90.7 231.5
Reclassification - cost (1.6) 1.6 - - -
Reclassification - accumulated depreciation - - - - -
Additions 0.9 1.9 12.8 13.6 29.2
Disposals at cost - - (2.2) (12.6) (14.8)
Depreciation eliminated on disposals - - 2.0 8.6 10.6
Depreciation charge for the year (0.7) (0.5) (17.1) (20.0) (38.3)
At 1 October 2006, net of accumulated depreciation 46.1 17.1 74.7 80.3 218.2
At 1 October 2006
Cost 51.0 20.1 207.1 203.4 481.6
Accumulated depreciation and impairment (4.9) (3.0) (132.4) (123.1) (263.4)
Net carrying amount 46.1 17.1 74.7 80.3 218.2
At 2 October 2005
Cost 51.7 16.6 196.5 202.4 467.2
Accumulated depreciation and impairment (4.2) (2.5) (117.3) (111.7) (235.7)
Net carrying amount 47.5 14.1 79.2 90.7 231.5
14 Intangible assets
Software costs Goodwill Total
£m £m £m
Cost as at 2 October 2005, net of accumulated
amortisation 25.2 71.5 96.7
Additions 3.8 - 3.8
Disposals at cost (0.9) - (0.9)
Amortisation eliminated on disposal 0.5 - 0.5
Amortisation (4.7) - (4.7)
At 1 October 2006 23.9 71.5 95.4
At 1 October 2006
Cost (gross carrying amount) 33.7 71.5 105.2
Accumulated amortisation and impairment (9.8) - (9.8)
Net carrying amount 23.9 71.5 95.4
At 2 October 2005
Cost (gross carrying amount) 30.8 71.5 102.3
Accumulated amortisation and impairment (5.6) - (5.6)
Net carrying amount 25.2 71.5 96.7
An impairment review was carried out at 1 October 2006 in accordance with IAS 36
'Intangible Assets'. These reviews have been and will continue to be carried out
annually or more frequently if there are indicators of impairment.
Software costs are capitalised at cost. These intangible assets have been
assessed as having finite lives and are amortised under the straight-line method
over a period of 3 to 7 years. These assets are tested for impairment where an
indicator of impairment arises.
15 Business combination
Acquisition of trade and assets of Benjamin Shaw and Sons Limited
During November 2004, the Group acquired the trade and assets of Benjamin Shaw
and Sons Limited, an unlisted company based in Huddersfield specialising in the
bottling of mineral water.
The fair value of the identifiable assets and liabilities of Benjamin Shaw and
Sons Limited as at the date of acquisition were:
Recognised on Carrying
acquisition value
£m £m
Property, plant and equipment 2.8 2.8
Trade and other receivables 0.3 0.3
Inventories 0.2 0.2
3.3 3.3
Trade and other payables (0.7) (0.7)
Deferred tax liabilities - -
(0.7) (0.7)
Fair value of net assets 2.6 2.6
Goodwill arising on acquisition 1.7
4.3
Consideration:
£m
Cash paid (3.9)
Costs associated with the acquisition (0.4)
Total consideration (4.3)
The cash outflow on acquisition is as follows:
£m
Net cash acquired with the subsidiary -
Cash paid (4.3)
Net cash outflow (4.3)
16 Impairment test of goodwill
Goodwill acquired through business combinations has been allocated by senior
management to 6 individual cash-generating units for impairment testing as
follows:
• Orchid;
• Red Devil;
• Tango;
• Robinsons;
• Britvic Soft Drinks business; and
• Water Business.
The recoverable amount of these units has been determined based on a value in
use calculation. To calculate this, cash flow projections are based on
financial budgets approved by senior management covering a five year period.
The discount rate applied to cash flow projections is 8 per cent and cash flows
beyond the one year period are extrapolated using a growth rate in line with
senior management expectations of growth.
Carrying amount of goodwill at 1 October 2006 and 2 October 2005
Red Devil Orchid Tango Robinsons BSD Water Total
£m £m £m £m £m £m £m
Carrying amount of goodwill 2.1 12.4 8.9 38.6 7.8 1.7 71.5
Key assumptions used in value in use calculation
The following describes each key assumption on which management has based its
cash flow projections to undertake impairment testing of goodwill.
Growth rates - reflect senior management expectations of volume growth.
Discount rates - reflect senior management's estimate of the cost of capital.
The estimated cost of capital is the benchmark used by management to assess
operating performance and to evaluate future capital investment proposals.
Budgeted marginal contribution - financial budgets approved by senior management
are used to determine the value assigned to budgeted marginal contribution.
Advertising and promotional spend - financial budgets approved by senior
management are used to determine the value assigned to advertising and
promotional spend.
Raw materials price, production and distribution costs, selling costs and other
overhead inflation - the basis used to determine the value assigned to inflation
is forecast consumer price indices of 2 per cent.
Sensitivity to changes in assumptions
There are no reasonably possible changes in key assumptions which would cause
the carrying value of these units to exceed their recoverable amount.
17 Trade and other receivables (non-current)
2006 2005
£m £m
Prepayments 2.4 2.4
This amount relates to the un-amortised element of lease premiums paid on
inception of operating leases.
18 Inventories
2006 2005
£m £m
Raw materials 7.9 9.7
Finished goods 15.9 21.0
Consumable stores 6.9 6.2
Returnable bottles and cases 1.0 1.0
Total inventories at lower of cost and net realisable value 31.7 37.9
The Group wrote down the value of stocks by £1.5m (2005: £1.2m).
19 Trade and other receivables (current)
2006 2005
£m £m
Trade receivables 87.2 85.5
Other receivables 0.9 2.5
Prepayments 11.5 13.8
99.6 101.8
Trade receivables are non-interest bearing and are generally on credit terms
usual for the business in which the Group operates.
20 Cash and cash equivalents
2006 2005
£m £m
Cash at bank and in hand 19.2 19.4
Cash at bank and in hand earns interest at floating rates based on daily bank
deposit rates. During the year short-term deposits are made for varying periods
of between one day and one month depending on the immediate cash requirements of
the Group, and earn interest at the respective short-term deposit rates. The
fair value of cash and cash equivalents is £19.2m (2005: £19.4m).
At 1 October 2006, the Group had available £165.0m (2005: £96.1m) of un-drawn
committed borrowing facilities in respect of which all conditions precedent had
been met.
For the purposes of the consolidated statement of cash flows, cash and cash
equivalents comprise the following:
2006 2005
£m £m
Cash at bank and in hand 19.2 19.4
Overdraft - -
19.2 19.4
21 Issued share capital
The Company was incorporated on 27 October 2005 with an authorised share capital
of £655,000,000 divided into 6,550,000,000,000 ordinary shares of £0.0001 each.
5,829,810 ordinary shares were allotted to Six Continents Investments Limited,
2,914,904 ordinary shares were allotted to Whitbread Group PLC, 2,914,904
ordinary shares were allotted to Allied Domecq Overseas (Canada) Limited and
613,664 ordinary shares were allotted to Wotsits Brands Limited, all issued at
par value of £0.0001 for cash. As a result, issued share capital on
incorporation comprised 12,273,282 ordinary shares totalling £1,227.
Since the date of incorporation, the following changes in share capital have
occurred:
On 18 November 2005 the Company acquired the entire share capital of Britannia
Soft Drinks Limited pursuant to a share exchange agreement dated 18 November
2005, in consideration of the issue to the shareholders of Britannia Soft Drinks
Limited of 4,295,636,424,718 ordinary shares of £0.0001 each.
On 18 November 2005 the entire share capital was consolidated in a ratio of 1
for every 20,000 shares. This resulted in a revised share capital of
214,782,435 ordinary shares with a nominal value of £2 each.
On 24 November 2005, the company's share capital was reduced by a court-approved
reduction of capital. The share capital of £429,564,870 divided into
214,782,435 ordinary shares of £2 each was reduced to 214,782,435 ordinary
shares of £0.20 each, thus creating distributable reserves of £386,608,383 in
the company.
There have been further smaller share issues relating to incentive schemes for
employees. These are detailed below:
Date No of shares issued Value (£)
17 February 2006 98,691 19,738
17 March 2006 115,258 23,052
10 April 2006 915,408 183,082
18 April 2006 126,003 25,200
As a result of the above share issues, issued share capital as at 1st October
2006 comprised 216,037,795 ordinary shares of £0.20 each, totalling £43,207,559.
The ordinary shares carry voting rights of one vote per share. There are no
restrictions placed on the distribution of dividends, or the return of capital
on a winding up or otherwise.
2006 2005
£m £m
Authorised
Ordinary shares of £0.20 (2005: £1) each 65.5 15.7
Ordinary shares issued and fully paid
Ordinary shares of £0.20 (2005: £1) each 43.2 12.3
The prior year comparative relates to Britannia Soft Drinks Limited.
22 Reconciliation of movements in equity
Called Share Share
up share premium Own scheme Hedging Other Retained
capital account shares reserve reserve reserves earnings Total
£m £m £m £m £m £m £m £m
At 3 October 2005 (12.3) (25.4) - (0.8) - (7.1) 23.4 (22.2)
Adoption of IAS 39 on 3 October 2005 - - - - 1.0 - - 1.0
At 3 October 2005 (Restated) (12.3) (25.4) - (0.8) 1.0 (7.1) 23.4 (21.2)
Reserve changes as a result of IPO (30.6) 25.4 - - - 7.1 (1.9) -
Profit for the period - - - - - - (24.2) (24.2)
Amounts taken to the statement
of recognised income and expense - - - - (0.6) - 6.3 5.7
Issue of shares (0.3) (2.5) - 2.8 - - - -
Own shares purchased for share
schemes - - 0.5 - - - - 0.5
Movement in share based schemes - - - (6.5) - - (1.5) (8.0)
Other temporary tax differences - - - - - - (0.1) (0.1)
Total recognised income and
expense for the year (30.9) 22.9 0.5 (3.7) (0.6) 7.1 (21.4) (26.1)
Payment of dividends - - - - - - 105.0 105.0
At 1 October 2006 (43.2) (2.5) 0.5 (4.5) 0.4 - 107.0 57.7
Nature and purpose of other reserves
Share premium
The share premium account is used to record the excess of proceeds over nominal
value on the issue of shares.
Own shares
The own shares account is used to record purchases by the group of its own
shares, which will be distributed to employees as and when share awards made
under the Britvic employee share plans vest.
Share scheme reserve
The share scheme reserve is used to record the movements in equity corresponding
to the cost recognised in respect of equity-settled share based payment
transactions and the subsequent settlement of any awards that vest either by
issue or purchase of the Group's shares.
Hedging reserve
The hedging reserve records movements in the fair value of forward exchange
contracts and interest rate swaps.
Other reserves
Other reserves included a capital redemption reserve, which recorded the nominal
value of shares redeemed by Britannia Soft Drinks Ltd, and a revaluation
reserve, arising under UK GAAP, prior to the transition to IFRS.
Deferred tax adjustments made during the year to other reserves relate to
deferred tax arising under IFRS on qualifying buildings, to reflect previous
downward revaluations.
Retained earnings
Deferred tax adjustments made during the year to retained earnings relate to
deferred tax arising under IFRS on pension actuarial losses and deferred tax
arising on the cost of share options granted to employees under IFRS.
Reserve changes as a result of IPO
£m
Issued share capital
Issue of 4,295,636,424,718 ordinary shares with a nominal value of £0.0001 to the
existing shareholders of Britannia Soft Drinks Limited (429.6)
Consolidation on 18 November of the total issued share capital of 4,295,648,700,000
ordinary shares of £0.0001 each at a ratio of one for every 20,000. This resulted in a
revised nominal value of £2 per share. The nominal value of each share was
subsequently reduced from £2 to £0.20 per share by a court approved reduction of share
capital on 24 November 2005 creating additional distributable reserves 386.7
Elimination of Britannia Soft Drinks Limited's share capital 12.3
(30.6)
Share premium account
Elimination of Britannia Soft Drinks Limited's share premium account 25.4
Other reserves
Elimination of Britvic plc's investment in Britannia Soft Drinks Limited against other reserves 7.1
Retained earnings
Additional reserves were created by a court-approved reduction of capital on 24
November 2005 as described above (386.7)
Elimination of Britvic plc's investment in Britannia Soft Drinks Limited against
retained earnings (excess of cost of investment over Britannia Soft Drinks Limited's
share capital, share premium and other reserves balances) 384.8
(1.9)
23 Interest bearing loans and borrowings
2006 2005
£m £m
Current
Bank overdrafts - -
Unsecured bank loans (17.5) (13.9)
Total (17.5) (13.9)
Non-current
Unsecured bank loans (285.0) (220.0)
Less unamortised issue costs 0.7 0.7
Total (284.3) (219.3)
The unsecured bank loans classified as current are repayable in May 2007 (2005:
May 2006) and attract interest at a rate of 5.25% (2005: 4.70% to 4.84%).
The unsecured bank loans classified as non-current are repayable in May 2010
(2005: May 2010) and attract swap-inclusive interest at an average rate of 5.34%
(2005: 5.20%).
Analysis of changes in interest-bearing loans and borrowings
2006 2005
£m £m
Current liabilities (13.9) -
Non-current liabilities (219.3) -
At the beginning of the period (233.2) -
Bank loans repaid / drawn down (69.3) (233.9)
Issue costs of new loans 0.7 0.7
At the end of the period (301.8) (233.2)
24 Pensions
The Group operates a pension scheme, the Britvic Pension Plan ('the Scheme'),
which has both a defined benefit fund and a defined contribution fund. The
defined benefit section of the scheme was closed on 1 August 2002, and since
this date new employees have been eligible to join the defined contribution
section of the scheme. The funds are administered by trustees and are
independent of the Group's finances. Contributions are paid into the funds in
accordance with the recommendations of an independent actuary. The latest
valuation for contribution purposes was carried out as at 31 March 2004. As a
result of the full actuarial valuation at this date, further contributions of
£30m were made in March and December 2005. An annual contribution of £10m will
be made in December 2006-2010 in order to eliminate the deficiency in the scheme
arising at that time.
The amount recognised as an expense in relation to the defined contribution
scheme in the income statement for 2006 was £1.3m (2005: £0.9m).
The principal assumptions used in determining pension and post-employment
benefit obligations for the Group's plans are shown below:
2006 2005
% %
Discount rate 5.00 5.00
Rate of compensation increase 4.50 4.30
Expected long term return on plan assets 6.34 6.95
Pension increases (LPI) 3.00 2.80
Inflation assumption 3.00 2.80
The most significant non-financial assumption is the assumed rate of longevity.
This is based on standard actuarial tables known as PA92. An allowance for
future improvements in longevity has been also included.
To develop the expected long term rate of return on assets assumption, the Group
considered the level of expected returns on risk free investments (primarily
government bonds), the historical level of the risk premium associated with the
other asset classes in which the portfolio is invested and the expectations for
future returns of each asset class. The expected return for each asset class was
then weighted based on the target asset allocation to develop the expected long
term rate on assets assumption for the portfolio.
Net benefit expense
Recognised in the Income Statement
2006 2005
£m £m
Current service cost (11.6) (11.1)
Special termination benefits (0.5) (0.1)
Interest cost on benefit obligation (20.7) (19.6)
Expected return on plan assets 21.8 18.3
Curtailment gain 1.6 -
Net expense (9.4) (12.5)
The net expense detailed above is all recognised in arriving at net profit from
continuing operations before tax and finance costs / income, and is included
within cost of sales, selling and distribution costs and administration
expenses.
Taken to the Statement of Recognised Income and Expense
2006 2005
£m £m
Actual return on scheme assets 31.8 50.9
Less: Expected return on scheme assets (21.8) (18.3)
10.0 32.6
Other actuarial gains and losses (20.8) (36.0)
Actuarial losses taken to the Statement of Recognised Income and Expense (10.8) (3.4)
Net liability
2006 2005
£m £m
Present value of benefit obligation (454.5) (412.2)
Fair value of plan assets 388.7 327.6
Net liability (65.8) (84.6)
Movements in the present value of benefit obligation are as follows:
2006 2005
£m £m
At start of period (412.2) (352.1)
Current service cost (11.6) (11.1)
Special termination benefits* (0.5) (0.1)
Member contributions (2.4) (2.5)
Interest cost on benefit obligation (20.7) (19.6)
Benefits paid 12.1 9.2
Curtailment gain 1.6 -
Actuarial gains and losses (20.8) (36.0)
At end of period (454.5) (412.2)
The current service cost excludes contributions made by employees of £2.4m
(£2.5m).
* Special termination benefits relate to redundancy payments
Movements in the fair value of plan assets are as follows:
2006 2005
£m £m
At start of period 327.6 243.9
Expected return on plan assets 21.8 18.3
Actuarial gains and losses 10.0 32.6
Employer contributions 39.0 39.5
Member contributions 2.4 2.5
Benefits paid (12.1) (9.2)
At end of period 388.7 327.6
Categories of scheme assets as a percentage of the fair value of total scheme
assets
2006 2006 2005 2005
% £m % £m
Equities and real estate 58 226.3 61 199.8
Bonds and gilts 42 161.3 38 124.5
Cash 0 1.1 1 3.3
Total 100 388.7 100 327.6
Categories of scheme assets as a percentage of the expected return on assets
2006 2006 2005 2005
% £m % £m
Equities and real estate 69 15.1 74 13.5
Bonds and gilts 30 6.6 26 4.8
Cash 1 0.1 0 0
Total 100 21.8 100 18.3
History of experience gains and losses
2006 2005 2004
£m £m £m
Fair value of scheme assets 388.7 327.6 243.9
Present value of defined benefit obligations (454.5) (412.2) (352.1)
Deficit in the scheme (65.8) (84.6) (108.2)
Experience adjustments arising on plan liabilities (2.0) - 10.5
Experience adjustments arising on plan assets 10.0 32.6 6.1
The cumulative amount of actuarial gains and losses recognised since 4 October
2004 in the Group Statement of Recognised Income and Expense is an overall loss
of £14.3 million (2005: loss of £3.4 million). The Directors are unable to
determine how much of the pension scheme deficit recognised on transition to
IFRS and taken direct to equity of £1.3 million is attributable to actuarial
gains and losses since the inception of those pension schemes. Consequently,
the Directors are unable to determine the amount of actuarial gains and losses
that would have been recognised in the Group Statement of Recognised Income and
Expense before 4 October 2004.
25 Trade and other payables (current)
2006 2005
£m £m
Trade payables (92.3) (83.1)
Amounts owed to Group undertakings - (0.1)
Other payables (9.3) (16.4)
Accruals and deferred income (27.9) (31.1)
Other taxes and social security (18.2) (11.7)
(147.7) (142.4)
26 Financial instruments
The main risks arising from the Group's financial instruments are foreign
currency risk, commodity price risk and interest rate risk. The board of
directors review and agree policies for managing these risks as summarised
below.
Foreign currency risk
The Group has transactional exposures arising from purchases of prime materials
and commercial assets in currencies other than the functional currency of the
Group. Such purchases are made in the currencies of US dollars and euros. For
the financial year ended 1 October 2006, the Group has hedged 70% (2005: 75%) of
forecast exposures 12 months in advance using forward foreign exchange
contracts.
Commodity price risk
The main commodity price risk arises in the purchases of prime materials, being
PET, sugar, cans and frozen concentrated orange juice. Where it is considered
commercially advantageous, the Group enters into fixed price contracts with
suppliers to hedge against unfavourable commodity price changes.
Interest rate risk
The Group borrows in desired currencies at both fixed and floating rates of
interest and then uses interest rate swaps to generate the desired interest rate
profile and to manage the Group's exposure to interest fluctuation. At 1
October 2006, £100.0m (2005: £100.0m) of the Group's borrowings were at fixed
rates after taking account of interest rate swaps.
Credit risk
There are no significant concentrations of credit risk within the Group. The
maximum credit risk exposure relating to financial assets is represented by
carrying value as at the balance sheet date.
Under the transitional provisions permitted under IFRS, the Group has taken
advantage of the exemption contained in IFRS 1 whereby on first-time adoption of
IFRS there is no requirement to apply IAS 32 'Financial Instruments: Disclosure
and Presentation' and IAS 39 'Financial Instruments: Recognition and
Measurement' on transition. Application of IAS 32 and IAS 39 from 2 October
2005 does not have a material impact on the Group's financial position or
result.
The comparative information contained within this note has therefore been
disclosed in accordance with that shown under UK GAAP whereas the current year
information is shown under IFRS.
Liquidity risk
The Group's objective is to maintain a balance between continuity of funds and
flexibility through the use of bank loans and overdrafts. The bank loans entered
into by the Group are unsecured.
a) Financial assets and liabilities under IFRS at 1 October 2006
Interest rate risk profile of financial assets and liabilities
The interest rate profile of the financial assets and liabilities of the group
as at 1 October 2006 by maturity date is as follows:
Fixed rate
More than Total
5 years
Within
1 year 1-2 years 2-3 years 3-4 years 4-5 years
£m £m £m £m £m £m £m
Bank loans* - - - (100.0) - - (100.0)
* Includes the effects of the related interest rate swaps on floating borrowings
discussed below
Floating rate
More than Total
5 years
Within
1 year 1-2 years 2-3 years 3-4 years 4-5 years
£m £m £m £m £m £m £m
Cash 19.2 - - - - - 19.2
Bank loans (17.5) - - (184.3) - - (201.8)
Interest rate swap* - - - 0.5 - - 0.5
Foreign currency contracts (1.0) - - - - - (1.0)
* See note 23
Interest on financial instruments classified as floating rate is re-priced at
intervals of less than one year. Interest on financial instruments classified as
fixed rate is fixed until the maturity of the instrument. The other financial
instruments of the Group that are not included in the above tables are
non-interest bearing and are therefore not subject to interest rate risk.
Fair values of financial assets and financial liabilities
Set out below is a comparison by category of carrying amounts and fair values of
all of the Group's financial instruments that are carried in the financial
statements.
Book value Fair value
2006 2006
£m £m
Financial assets
Cash 19.2 19.2
Forward currency contracts 0.1 0.1
Interest rate swap 0.5 0.5
0.6 0.6
Financial liabilities
Interest-bearing loans and borrowings:
Fixed rate borrowings (100.0) (100.0)
Floating rate borrowings (201.8) (201.8)
Forward currency contracts (1.0) (1.0)
The fair value of derivatives has been calculated by discounting the expected
future cash flows at prevailing interest rates.
Hedges
Cash flow hedges
At 1 October 2006, the Group held 25 US dollar and 58 Euro forward exchange
contracts designated as hedges of expected future purchases from overseas
suppliers in US dollars and Euros for which the Group believe to be 'highly
probable' transactions. The forward currency contracts are being used to hedge
the foreign currency risk of these 'highly probable' transactions. The terms of
these contracts are as follows:
Average
Maturity range exchange rate
Forward contracts to hedge expected future purchases
US$7,084,000 31 Oct 06 to 28 Sept 07 £ / US$1.81
EUR€43,548,000 31 Oct 06 to 28 Sept 07 £ / EUR€1.48
The terms of the forward currency contracts have been negotiated to match the
terms of the commitments. The cash flow hedges of the expected future purchases
within the 12 months of the balance sheet date have been assessed to be
effective.
Interest rate hedges
At 1 October 2006, the Group had an interest rate swap in place with a notional
amount of £100.0m whereby it exchanges floating rate interest based on 6 month
LIBOR for a fixed rate of interest of 4.83%. The swap contracts have the same
duration and other critical terms as the borrowings which they hedge.
b) Financial Assets and liabilities under UK GAAP at 2 October 2005
The Group's financial instruments comprise cash and borrowings. With the
exception of analysis of currency exposures, the disclosures below exclude
short-term debtors and creditors.
Interest rate profile of financial assets
Fixed rate
financial Floating rate Non-interest bearing
assets financial assets financial assets Total
£m £m £m £m
At 2 October 2005
Sterling - - 21.8 21.8
Total - - 21.8 21.8
Included above is £2.4m relating to the un-amortised element of lease premiums
paid on inception of operating leases and cash of £19.4m.
Interest rate profile of financial liabilities
Fixed rate Floating rate
financial financial Non-interest bearing
liabilities liabilities financial liabilities Total
£m £m £m £m
At 2 October 2005
Sterling (100.0) (119.3) - (219.3)
Total (100.0) (119.3) - (219.3)
The amounts shown in the table above takes into account the interest rate swap
used to manage the interest rate profile of financial liabilities.
Borrowing facilities
The Group has various borrowing facilities available to it. The undrawn
committed facilities available in respect of which all conditions precedent had
been met at that date are as follows:
2005
£m
Expiring in one year or less 16.1
Expiring in one to two years -
Expiring in more than two years 80.0
96.1
Currency exposures
The table below shows the Group's transactional (i.e. non-structural) currency
exposures that give rise to the currency gains and losses recognised in the
income statement. Such exposures comprise the monetary assets and liabilities
of the Group that are not denominated in the functional currency of the Group,
and include those arising on short-term debtors and creditors.
2005
£m
Euro 34.8
US dollar 8.8
43.6
Gains and losses on hedges
The Group enters into forward foreign currency contracts to minimise the
currency exposures that arise on purchase denominated in foreign currencies.
Changes in the fair value of instruments used as hedges are not recognised in
the financial statements until the hedge position matures.
The Group had forward contracts for the purchase of foreign currency as follows:
2005
Euro (€m) 36.5
US dollar ($m) 11.8
All contracts entered into mature within 12 months of the period end.
Unrecognised gains and losses on financial instruments used for hedging are as
follows:
2005
£m
Unrecognised gains 0.1
Unrecognised losses (0.4)
Net unrecognised losses (0.3)
Fair values of financial assets and financial liabilities
The book values of the Group's recognised financial assets and liabilities are
not materially different to their fair values.
The fair values of unrecognised financial assets and liabilities are as follows:
2005
£m
Forward Foreign Currency Contracts
Euros (0.4)
US dollar 0.1
Interest Rate Swaps
Sterling (0.8)
The fair value of derivatives has been calculated by discounting the expected
future cash flows at prevailing interest rates.
27 Non-interest bearing loan
2006 2005
£m £m
Non-interest bearing loans - (2.8)
The unsecured non-interest bearing loan was repaid on 29 November 2005.
28 Share-based payments
The expense recognised for share-based payments in respect of employee services
received during the year to 1 October 2006 is £6.9m (2005: £4.4m). All of that
expense arises from transactions which are expected to be equity-settled
share-based payment transactions.
The Britvic share incentive plan ('SIP')
The SIP is an all-employee plan approved by HMRC. The plan allows for annual
awards of free Ordinary shares with a value of 3% of salary (subject to HMRC
maximum limits) together with an offer of matching shares on the basis of one
free matching share for each Ordinary share purchased with a participant's
savings, up to a maximum of £75 per four week pay period. Employees are
entitled to receive the annual free share award provided they are employed by
Britvic on the last day of each financial year and on the award date. There are
no cash settlement alternatives.
Awards made during the 52 weeks ended 1 October 2006 were as follows:
No of shares
Annual free shares award 957,953
Matching shares award - 1 free share for every ordinary share purchased 347,212
Special free shares award after flotation 915,408
Special matching shares award - 2 free shares for every ordinary share purchased 339,952
The Britvic executive share option plan ('option plan')
The Option Plan allows for options to buy Ordinary shares to be granted to
selected employees. The option price is the market price of Britvic plc's shares
on the business day before the date of grant. Options become exercisable on the
satisfaction of the performance condition and remain exercisable until ten years
after the date of grant.
The performance condition requires average growth in EPS of 7% pa over a three
year period in excess of the growth in RPI over the same period for the options
to vest in full. If EPS growth averages 3% pa in excess of RPI growth, 40% of
the options will vest. Straight-line apportionment will be applied between
these two levels to determine the number of options that vest and no options
will vest if average EPS growth is below the lower threshold.
In some circumstances, at the discretion of Britvic, an optionholder who
exercises his/her option may receive a cash payment rather than the Ordinary
shares under option. The cash payment would be equal to the amount by which the
market value of the Ordinary shares under option exceeds the option price.
However, it is expected that this plan will be equity-settled and as a
consequence has been accounted for as such.
The following table illustrates the movements in the number of share options
during the year.
Number of share Weighted average
options exercise price
(Pence)
Outstanding as at 3 October 2005 - -
Granted during the year 1,644,828 245.0
Forfeited during the year (62,199) 245.0
Exercised during the year - -
Expired during the year - -
Outstanding at 1 October 2006 1,582,629 245.0
Exercisable at 1 October 2006 - -
The share options outstanding as at 1 October 2006 had a weighted average
remaining contractual life of 9.2 years and had an exercise price of 245.0p.
The weighted average fair value of options granted during the year was 40.4p.
The fair value of equity-settled share options granted is estimated as at the
date of grant using a binomial model, taking account of the terms and conditions
upon which the options were granted.
The following table lists the inputs to the model used for the year ended 1
October 2006.
2006
Dividend yield (%) 3.0
Expected volatility (%) 19.0
Risk-free interest rate (%) 4.3
Expected life of option (years) 5.0
Share price at date of grant (pence) 242.0
Exercise price (pence) 245.0
The Britvic performance share plan ('PSP')
The PSP allows for awards of Ordinary shares to be made to selected employees
subject to the satisfaction of a performance condition. Different performance
conditions apply to different groups of employees.
Awards granted to members of the senior leadership team are subject to a
performance condition which measures the Company's total shareholder return ('
TSR') relative to the TSR of a comparator group (consisting of 22 other
companies) over a three year performance period. The awards will not vest
unless the Company's position in the comparator group is at least median. At
median 40% will vest, rising on a straight-line basis to 100% vesting at upper
quartile.
Awards granted to members of the senior management team will be subject to a
performance condition which requires average growth in EPS of 7% pa over a three
year period in excess of the growth in RPI over the same period for the awards
to vest in full. If EPS growth averages 3% pa in excess of RPI growth, 40% of
the awards will vest. Straight-line apportionment will be applied between these
two levels to determine the number of awards that vest and no awards will vest
if average EPS growth is below the lower threshold.
In addition, a transitional award has been made to members of both the senior
leadership team and the senior management team shortly after flotation, at
levels varying according to seniority. These awards will vest in tranches over
a period of up to three years, subject to the satisfaction of a performance
condition. The performance condition requires the Company's Return on Invested
Capital ('ROIC') to be at least 17% over the performance period for the award to
vest in full. If ROIC is 15% over the performance period, 50% of the award will
vest. Straight-line apportionment will be applied between these two levels to
determine the percentage of awards that vest and no awards will vest if ROIC is
below the lower threshold.
In some circumstances, at the discretion of Britvic, vested awards may be
satisfied by a cash payment rather than a transfer of Ordinary Shares. However,
it is expected that this plan will be equity-settled and as a consequence has
been accounted for as such.
The following table illustrates the movements in the number of shares during the
year.
Number of Number of Number of
Shares subject to Shares subject to Shares subject to
TSR condition EPS condition ROIC condition
Outstanding as at 3 October 2005 - - -
Granted during the year 744,872 746,956 3,834,820
Vested during the year - - -
Lapsed or cancelled during the year (44,163) (63,465) (170,458)
Outstanding at 1 October 2006 700,709 683,491 3,664,362
Weighted average fair value of shares
granted during the year 120.5p 221.4p 229.0p
The fair value of equity-settled shares granted is estimated as at the date of
grant using separate models as detailed below, taking account of the terms and
conditions upon which the shares were granted.
The following table lists the inputs to the models used for the year ended 1
October 2006.
Shares subject to Shares subject to Shares subject to
TSR condition EPS condition ROIC condition
Valuation model used Share price at date Share price at date
of of
grant adjusted for grant adjusted for
dividends not dividends not
received received
Monte Carlo during vesting during vesting
Simulation period period
Dividend yield (%) 3.0 3.0 3.0
Expected volatility (%) 19.0 N/A N/A
Share price at date of grant (pence) 242.0 242.0 242.0
InterContinental Hotels Group PLC - executive share option plan ('IHG ESOP')
Some employees also participated in the Executive Share Option Plan of
InterContinental Hotels Group PLC, which was the ultimate parent undertaking of
the Group prior to flotation. As a result of Britvic's flotation, the
performance condition relating to options granted in 2004 and 2005 was changed
and the number of options which vested was determined. These options will
remain exercisable until 13 June 2009. Options granted in earlier years became
exercisable on the satisfaction of their respective three year performance
conditions and remain exercisable until ten years after the date of grant. The
cost in relation to the exercise of these options is ultimately borne by
InterContinental Hotels Group PLC.
The following table illustrates the movements in the number of share options
during the year.
Weighted average
Number of exercise price
share options Pence
Outstanding at beginning of the year 1,724,338 491.0
Exercised during the year (724,500) 485.9
Lapsed or cancelled during the year (370,952) 556.7
Outstanding at end of the year 628,886 458.1
Exercisable at end of year 628,886 458.1
The weighted average share price at the date of exercise for share options
exercised during the year was 876.3p.
The share options outstanding as at 1 October 2006 had a weighted average
remaining contractual life of 4.7 years and the range of exercise prices was
349.1p - 619.8p.
There were no options granted to Britvic employees under this plan in 2006.
InterContinental Hotels Group PLC - sharesave plan ('IHG SAYE')
Some employees also participated in the Sharesave Plan of InterContinental
Hotels Group PLC. As a result of Britvic's flotation, the Sharesave Options
became exercisable for the period from 14 December 2005 to 13 June 2006. Any
unexercised options were lapsed on 14 June 2006. The cost in relation to the
exercise of these options is ultimately borne by InterContinental Hotels Group
PLC.
The following table illustrates the movements in the number of share options
during the year.
Number of share Weighted average
options exercise price
Pence
Outstanding at beginning of the year 672,738 420.5
Exercised during the year (386,813) 420.5
Lapsed or cancelled during the year (285,925) 420.5
Outstanding at end of the year - N/A
Exercisable at end of year - N/A
The weighted average share price at the date of exercise for share options
exercised during the year was 983.0p.
There were no options granted to Britvic employees under this plan in 2006.
Other employee share plans
In addition to the above schemes, the Company's Chairman entered into a share
scheme agreement with the Company. Further details are set out in the
Directors' Remuneration Report.
29 Notes to the consolidated cash flow statement
Analysis of net debt
2005 Cash flows 2006
£m £m £m
Cash at bank and in hand 19.4 (0.2) 19.2
Overdrafts - - -
Net cash 19.4 (0.2) 19.2
Debt due within one year (13.9) (3.6) (17.5)
Debt due after more than one year (219.3) (65.0) (284.3)
Debt (233.2) (68.6) (301.8)
Net debt (213.8) (68.8) (282.6)
30 Commitments and contingencies
Operating lease commitments
Future minimum lease payments under non-cancellable operating leases are as
follows:
2006
Land and
buildings Other Total
£m £m £m
Within one year 3.5 5.4 8.9
After one year but not more than five years 10.4 8.0 18.4
More than five years 36.8 2.0 38.8
50.7 15.4 66.1
2005
Land and
buildings Other Total
£m £m £m
Within one year 3.0 4.9 7.9
After one year but not more than five years 10.5 5.4 15.9
More than five years 39.0 - 39.0
52.5 10.3 62.8
Capital commitments
At 1 October 2006, the Group has commitments of £3.9m (2005: £3.3m) relating to
the acquisition of new plant and machinery.
Contingent liabilities
The Group has the following contingent liabilities at 1 October 2006 and 2
October 2005:
The Group has assigned its interest in certain leasehold properties to other
tenants. It remains liable for rentals due to the landlord for any defaults on
the part of these tenants. It is not practicable to estimate the amount or
timing of rentals that may default. However, the Directors do not expect that
any potential default would result in a material claim against the Group.
31 Related party disclosures
The consolidated financial statements include the financial statements of
Britvic plc and the subsidiaries listed in the table below. Particulars of
dormant subsidiaries which do not materially affect the Group results have been
excluded.
Name Country of % equity
incorporation interest
Britannia Soft Drinks Limited UK 100
Britvic Holdings Limited UK 100
Britvic International Limited UK 100
Britvic Soft Drinks Limited UK 100
Robinsons Soft Drinks Limited UK 100
Orchid Drinks Limited UK 100
Red Devil Energy Drinks Limited UK 100
During the period the Group entered into transactions in the ordinary course of
business with significant shareholders (Intercontinental Hotels Group plc,
Whitbread plc and Allied Domecq plc). Transactions entered into for the period
ended 2 October 2005 and for the period 3 October 2005 to 14 December 2005 (on
completion of the changed shareholding arrangements detailed in Note 21) were as
follows:
2006 2005
£m £m
Turnover from significant shareholders 1.7 8.3
The balances outstanding from significant shareholders (Intercontinental Hotels
Group plc, Whitbread plc and Allied Domecq plc) at 2 October 2005 was £60,000.
The amount due at 1 October 2006 is not shown as the former significant
shareholders ceased to be related parties from 14 December 2005.
Sales to related parties were made on arm's length terms.
Key management personnel are deemed to be the directors of the Company.
Accordingly, remuneration payable to key management personnel is shown in the
Directors' Remuneration Report.
There were no other related party transactions requiring disclosure in these
financial statements.
32 Reconciliation of equity at 4 October 2004 (date of transition to IFRS
Effect of
transition to
UK GAAP IFRS IFRS
Footnote £m £m £m
Assets
Non-current Assets
Property, plant and equipment (a) 259.3 (24.4) 234.9
Intangible assets (a) 76.5 19.3 95.8
Trade and other receivables (h) - 2.4 2.4
Deferred income tax assets (e) - 9.6 9.6
335.8 6.9 342.7
Current Assets
Inventories 32.5 - 32.5
Trade and other receivables 93.5 - 93.6
Cash and cash equivalents 27.0 - 27.0
153.1 - 153.1
Total Assets 488.9 6.9 495.8
Equity and Liabilities
Issued capital (12.3) - (12.3)
Share premium (25.4) - (25.4)
Revaluation reserve (b) (3.7) 3.7 -
Share option reserve (c) - (0.3) (0.3)
Other reserves (b)(e)&(h) (4.6) (2.6) (7.2)
Retained earnings (g) (140.9) (30.4) (171.2)
Total Equity (186.9) (29.6) (216.5)
Non-current Liabilities
Non interest-bearing loan (2.8) - (2.8)
Pension liability (d) (75.1) (33.1) (108.2)
Deferred income tax liabilities (e) (22.5) 22.5 -
(100.4) (10.6) (111.0)
Current Liabilities
Trade and other payables (f) (188.0) 33.2 (154.8)
Income tax payable (13.5) - (13.5)
(201.5) 33.2 (168.3)
Total Liabilities (301.9) 22.6 (279.3)
Total Equity and Liabilities (488.8) (7.0) (495.8)
a) Software costs of £19.3m treated as tangible fixed assets under UK GAAP have been
reclassified as intangible assets under IFRS. £5.1m of revalued leasehold land
classified as a finance lease under UK GAAP has been reclassified as an operating
lease under IFRS.
b) The revaluation reserve recognised under UK GAAP has been reclassified as other
reserves under IFRS, as the Group has elected, under IFRS 1, to retain UK GAAP
carrying values of property, plant and equipment including revaluations as deemed
cost at transition.
c) IFRS 2 requires the fair value of option and share awards to be charged to the
income statement over the vesting period. The fair value is determined at the
date of grant using an appropriate pricing model. The Group have elected to take
the exemption under IFRS 1 not to apply IFRS 2 to grants of equity instruments on
or before 7 November 2002 that had vested prior to 1 January 2005
d) Pension liabilities increased by £0.6m (net of deferred tax) under IFRS because
the method of valuing pension scheme assets differs from UK GAAP. Deferred tax
assets of £32.5m which were netted off against the related pension liabilities
under UK GAAP are now included within the deferred tax headings on the face of
the balance sheet.
e) Adjustments to deferred tax relate to the recognition of:
(i) A deferred tax asset of £1.5m relating to the previous downward revaluation of
qualifying buildings. This has been credited to Other Reserves.
(ii) A deferred tax asset of £0.2m relating to share options granted to employees
under IFRS.
(iii) A deferred tax liability of £2.0m relating to the upward revaluation of certain
land under IFRS.
(iv) The reclassification of the deferred tax asset of £32.4m relating to the pension
liability which is netted against the pension liability under UK GAAP, and the
reclassification of the resulting deferred tax asset to non-current assets.
f) Under UK GAAP, dividends are recognised as an expense in the period to which they
relate. Under IFRS, dividends are recognised as an appropriation of reserves in
the period in which they are authorised. Therefore the final proposed dividend
for the period ended 4 October 2004 is reversed under IFRS, as it was not
approved until after the balance sheet date.
g) The adjustments to retained earnings are as follows:
£m
Reversal of final dividend proposed under UK GAAP on adoption of IFRS (f) (33.1)
Gross pension liability recognised under adoption of IFRS (d) 0.9
Deferred tax recognised re pension liability under adoption of IFRS (d) (0.3)
Deferred tax recognised on other items under adoption of IFRS (e) 1.8
Recognition of fair value of share options granted to employees under IFRS (c) 0.3
Recognition of operating lease rentals for land reclassified under IFRS (h) -
Total (30.4)
h) Lease premiums are treated as prepayments under IFRS and are released to the income statement
over the term of the associated lease.
33 Reconciliation of profit for the period ended 2 October 2005
Effect of
transition to
UK GAAP IFRS IFRS
Footnote £m £m £m
Revenue 698.2 - 698.2
Cost of sales (269.5) - (269.5)
Gross profit 428.7 - 428.7
Selling and distribution costs (232.3) - (232.3)
Administrative expenses (a) (133.1) 7.2 (125.9)
Profit from continuing operations before tax 63.3 7.2 70.5
and finance costs
Finance income 0.3 - 0.3
Finance costs (b) (7.8) 1.2 (6.6)
Profit before tax 55.8 8.4 64.2
Income tax expense (c) (20.8) - (20.8)
Profit for the year 35.0 8.4 43.4
a) The adjustments to administrative expenses are as follows:
2005
£m
(i) Reversal of amortisation of goodwill for the period under UK GAAP 9.7
(ii) Accrual under IFRS for untaken holidays (0.7)
(iii) Movement in the accrual under IFRS for the fair value of options granted to (0.5)
employees
(iv) Land operating lease payments on land reclassified as an operating lease under -
IFRS
(v) Expected return on pension scheme assets net of interest cost on the benefit (1.3)
obligation
Total 7.2
(i) Under UK GAAP, goodwill was amortised over its useful economic life, not exceeding 20 years. Under
IFRS, goodwill is not amortised but tested annually for impairment.
(ii) Under IFRS, a liability is recognised for wages and salaries costs accrued in respect of untaken
holiday at the balance sheet date.
(iii) IFRS 2 requires the fair value of option and share awards to be charged to the income statement over
the vesting period. The fair value is determined at the date of grant using an appropriate pricing
model. The Group have elected to take the exemption under IFRS 1 not to apply IFRS 2 to grants of
equity instruments on or before 7 November 2002 that had vested prior to 1 January 2005.
(iv) Under IFRS certain leasehold land is reclassified as being held under an operating lease rather than
a finance lease. The associated lease premium is reclassified as a prepayment and is released to the
income statement over the term of the associated lease.
(v) Under IFRS, the expected return on pension scheme assets net of interest cost on the benefit
obligation is reclassified as an administrative expense.
b) The expected return on pension scheme assets is lower under IFRS than UK GAAP, because the method
of valuing pension scheme assets differs from UK GAAP. The resulting expected return on pension
scheme assets net of interest cost on the benefit obligation is a net cost of £1.2m which is
reclassified as an administrative expense under IFRS. In the opinion of the Directors this net
cost should be classified in the same profit and loss heading as the other pension expenses.
c)
(i) A deferred tax charge of £320,000 is recognised under IFRS in relation to taxation on the
amortisation of intangibles purchased post April 2002, which continues to be deductible for tax
purposes but is not amortised for accounting purposes under IFRS.
(ii) Under IFRS, the deferred tax charge in relation to the expected return on pension scheme assets is
£30,000 lower compared to UK GAAP.
(iii) Deferred income tax is recognised under IFRS in relation to certain revalued land (£14,000), share
options granted to employees (£23,000) and holiday pay accrued for untaken holiday (£196,000).
Explanation of material adjustments to the consolidated statement of cash flows
There are no material differences between the statement of cash flows prepared
under IFRS and the cash flow statement prepared under UK GAAP.
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