2009 annual report - bourse€¦ · on march 25, after accountants approval of the 2009 figures,...
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2009annual report
On March 25, after accountants
approval of the 2009 figures, the
owners of Refresco and 3i, the in-
ternational private equity company,
announced that 3i acquired newly issued
Refresco shares, representing a 20% stake in
the share capital of Refresco. The total value of the
capital injection amounts to € 84 million and will be fully utili-
zed to realize further growth of Refresco. The existing sharehol-
ders, an Icelandic consortium of investors led by Stodir, and the
management of Refresco, maintain their shareholdings and fully
support the transaction.
The transaction marks the second time that 3i invests in
Refresco, having supported a management buyout in 2003.
After a period of active management, geographic expansion
and significant profitable growth for the company, 3i generated
an excellent return on its investment when in April 2006 3i’s
Refresco stake was divested.
Stodir led the buyout of Refresco in April 2006 with
Kaupthing Bank and Vifilfell, backing the management team
in a strategy that combined acquisition-based growth with
capital investment for organic growth. After the new capital
increase, the Icelandic consor-
tium of investors holds a 62%
share in Refresco.
The transaction will enable Refresco
to realize its growth ambition for the
near future. Through its Buy & Build stra-
tegy Refresco can now further extend its presence
in the European market through acquisitions as well as by
internal growth.
For Refresco, 3i is a reliable and dedicated partner that will
support the company in achieving its goals.
For 3i the investment in Refresco provides an excellent
opportunity to back a clear European market leader to fulfill
its growth potential. 3i’s advanced knowledge of the business,
combined with an excellent working relationship with the
Refresco management team, presents exactly the kind of active
partnership which 3i’s Growth Capital team is attracted to.
Stodir welcomes 3i as an additional shareholder and believes 3i
to be an excellent strategic partner with an outstanding track
record and high credibility. The transaction confirms the strong
performance of Refresco in the recent years, and enables Stodir
to further pursue Refresco´s growth strategy.
Newcapital injection
of 84 million
2009annual report
The Chinese use two brush strokes to write the word ‘crisis’.
One brush stroke stands for danger; the other for opportunity.
In a crisis, be aware of the danger - but recognize the opportunity.
John F. Kennedy, April 12, 1959
Highlights 2009 6
Refresco at a glance 8
Our locations in Europe 10
Growing strong 12
Business review 2009 14
Strategic development 16
Governance 22
Risk management and internal control 22
Corporate governance 26
Supervisory Board Report 2009 28
Sustainable growth 30
Roots & values 30
People & organization 32
Preferred partner 33
Environment 34
Results 2009 36
Outlook 2010 38
Market review 2009 40
Trends in the soft drink & juice market 42
Battle or balance? Developments in private label and A-brands 46
Retailers’ private label growth 53
Building brand equity 55
Financial review 2009 60
Financial statements 64
Auditor’s report 121
Ten years Refresco 123
Contact 124
Contents
page _ 4 / 5
Highlights
Refresco is a leading European manufacturer of soft drinks and juices
Our strategic achievements Strong autonomous growth in Iberia, UK and Nordics.
A continued rationalization process in Germany.
Reinforced focus on operational excellence: a cost-reduction
program started in 2008 paid off in 2009.
The acquisition of Schiffers Foods in the Netherlands
in April 2009 strengthens our position in the Benelux
market.
Closure of a cooperation agreement with Leche Pascual in
April 2009 leads to expansion of the juice business in Spain.
Increased focus on our supply chain to safeguard the
quality of our products.
Our efforts rewarded Revenue 2009 .......................................... EUR 1.14 billion
Volume in liters ........................................ 3.4 billion (+8% vs 2008)
Profit ......................................................... EUR 7.7 million
EBITDA ...................................................... EUR 119.6 million
EBITDA ratio ............................................. 10.5%
Net cash from operating activities ........... EUR 94.9 million
Return on capital employed ..................... 19.8%
2009
page _ 6 / 7
557,626
2004
606,001
2005
660,139
2006
951,613
2007 2008
1,146,082
2009
1,139,574
62,230
2004
64,112
2005
63,889
2006
77,451
2007 2008
109,793
2009
119,590
Revenue EBITDA
EUR’000 EUR’000
100,000
200,000
300,000
400,000
600,000
700,000
800,000
900,000
1,000,000
1,100,000
1,200,000
1,300,000
1,400,000
500,000
10,000
20,000
30,000
40,000
60,000
70,000
80,000
90,000
100,000
110,000
120,000
130,000
140,000
50,000
Note: Figures for 2008 have been restated to comply with IFRS. 2004-2007 are reported under Dutch GAAP.
We established a balanced platform for further growth
Refresco
at a glance
19
18
178
7
11
10
9
12
5
2
4
6
13
1415
16
H 1
Refresco at a glance
3
10
111 The Netherlands Maarheeze
2 The Netherlands Bodegraven
3 The Netherlands Hoensbroek
4 Belgium Ninove
5 Germany Herrath
6 Germany Uelzen
7 Germany Dachwig
8 Germany Grünsfeld
9 France St. Donat
France St. Alban
France Nuits St. Georges
12 Iberia Oliva
13 Iberia Marcilla
14 Iberia Alcolea
15 Iberia Palma del Río
16 Poland Kêty
17 Poland Slemien
18 Finland Kuopio
19 United Kingdom Durham
H Refresco Holding Dordrecht
page _ 10 / 11
Our locations in
europe
557,626
544,463
450,229
269,540274,638
85,000
Krings
Strengthened position in the Benelux market and access to the German market in private label juices and still drinks
March 30
Refresco Holding founded
1999 2000 2001 2002 2003 2004
Acquisitions
Délifruits
Access to strong aseptic PET capabilities and direct exposure to the French market
Hardthof
Strengthened position in Germany andrelationship with hard discounters
Acquisitions
Acquisitions
MBO of Menken Drinks and Refrescos de Sur Europa from Menken Holding
VIP-Juicemaker
Footprint in Scandinavia and platform for the Baltic States
Acquisitions
Interfruit Vital
Reinforced position in Iberia and in the hard discounter channel
Acquisition of Refresco Holding by 3i
Growing
strong
Refresco at a glance
606,001
660,139
951,613
1,146,082 1,139,574
2005 2006 2007 2008 2009 2010
Kentpol
First entrance into the Polish market, com-pany in carbonated soft drinks (CSDs) and mineral water
Histogram
Juice company inthe UK, focused oncontract manufacturing
Nuits St. George
2nd aseptic PET plant in France, our 1st one is fully utilized
Sun Beverage Company
Very strong in CSDs and mineral water in France and the Benelux
Acquisitions
Leche Pascual
Rental agreement of the plant and cooperation agreement in packaging
Schiffers Food
Achieve No. 1 position in the Benelux market for private label soft drinks and juices
Acquisitions
Revenue in eur’000
Acquisition of Refresco by FL-led consortium
page _ 12 / 13
We will remain mindful of our vision, to of soft drinks and juices, whilst speeding up the
Business review 2009
become Europe’s No. 1 manufacturer execution of our Buy & Build strategy again
Hans RoelofsAart Duijzer
In 2009 the economic situation was challenging for many
companies. Consumer buying behavior has changed and has
become more unpredictable. Spending per head has gone
down in every single category, also in food and beverage.
Refresco has been helped by consumers showing an increased
interest in private label products. The volume in liters Refresco
produced in 2009 grew with 8% to 3.4 billion liters. It was
only due to raw material price drops that the revenue slightly
decreased to EUR 1.14 billion.
Conditions on the financial markets are expected to further
improve in the coming twelve months. We are confident about
the prospects of our business and we will remain mindful of
our vision, to become Europe’s No. 1 manufacturer of soft
drinks and juices, whilst speeding up the execution of our Buy
& Build strategy again.
Focus on buildingThis year has been challenging for Refresco in the sense that
the financial market did not allow us to execute our acquisition
strategy in the way we intended. After years of rapid and solid
growth through buying strong companies, the ‘build’ in our
strategy has regained new focus in 2009. We were able to
strengthen our business by setting up dedicated programs to
reduce costs and by looking for organic investments that would
make the business grow.
We have been reviewing our European production footprint.
This has resulted in the closure of a production site in Germany
(Burgstetten) and the transfer of various lines between
companies within the Group in order to optimize utilization of
existing capacities. A cost-reduction program, together with
investments in high-speed production lines, has strengthened
the path towards full cost-price leadership in the industry. The
focus on cost-price beneficial investments will be kept very
alive in the Group. Every single decision in the total supply
chain of our products has been reviewed and rebalanced. The
current market situation means that we cannot, more than ever
before, allow unnecessary costs in our system.
It is very often not just about doing things better or cheaper,
but daring to do things differently. This challenge to our total
organization has made us more professional and given us
flexibility in mindset as well as competitive strength.
Strategic development
Since its foundation in 2000, Refresco’s focus over the years has been on growth by means of a Buy & Build strategy,
both through acquisitions and organically. We recognize that in this business - where consolidation is the trend both on
the supplier’s and the customer’s side - size is crucial to success. Year after year Refresco has shown significant growth.
page _ 16 / 17
“It is very often not just about doing things better or cheaper, but daring to do things differently.”
Business review 2009
Investments in 2009As anticipated in the annual report of 2008, Refresco’s
investments in 2009 were above the 2008 level. In total
EUR 48.5 million was invested at the nineteen production sites.
Part of the total investments was spent on the expansion of
capacity in the Benelux, France and Iberia. Also in the UK and
Nordics we have been spending capex on new production
lines. All these investments should be seen as the fundament
for further organic growth in 2010. The remainder was spent
on replacement projects, refurbishing and modernizing our
manufacturing setup to the required standards. Special focus
was put on cost reduction. Capex projects with clear cost
advantages were ranked as top of the list throughout 2009.
We expect the level of investment in 2010 to be slightly
below the 2009 level.
Acquisition strategy Since 2000 Refresco has successfully realized 10 acquisitions
of strong regional soft drink and juice manufacturers in eight
countries. Because of the turbulent financial markets, which
also impacts Refresco’s shareholders, we were limited in
carrying out our acquisition strategy in 2009.
Since the end of 2009, the ‘Buy’ in our Buy & Build strategy
regained its focus because the required financial support for
all sizes of acquisition projects became available again in the
market. We will re-accelerate the Buy & Build strategy in the
coming years, where potential targets will have our interest
and will be reviewed. The acquisition strategy for 2010 will
focus on further expansion of our business within our current
geographic presence and adjacent countries.
Acquisitions in 2009In 2009 two deals were closed. A sales and purchase agreement
was closed in the Netherlands in April 2009 with Bavaria N.V. to
acquire the soft drink production site of Bavaria - Schiffers Food
- in Hoensbroek (The Netherlands). Schiffers Food produces
carbonated soft drinks (CSDs) and mineral water in PET, mainly
as a private label for major retailers. This company has become
part of the Refresco Benelux business unit, expanding the
portfolio of Refresco Benelux with PET for the Dutch market.
It provides greater opportunities to optimize production in the
Benelux as well as to service the market better.
Within the classical Buy & Build acquisition strategy we
distinguish three acquisition areas that will jointly enable the
accomplishment of our mission: to complete our portfolio, to
expand our presence in new markets, and finally, to increase
throughput of production sites acquired from A-brands. First,
we aim to complete our product portfolio by buying companies
with portfolios of products that strengthen our presence in
existing markets. This way we can realize operational, cost and
purchasing synergies and improve our offerings to customers.
Second, we will acquire companies to expand our presence in
new markets. This will give us access to large markets like the
UK and fast-growing markets such as Eastern Europe. It will
also enable us to realize revenue synergies through cross-selling
products and purchasing synergies; it supports customer growth
too. This will provide a platform for additional international
acquisitions in order to develop the business further. Third, we
will acquire manufacturing facilities from A-brand companies to
drive earnings uplift by increasing throughput of the acquired
plant. This will also strengthen the relationship with the
A-brand vendor. The combined customer base of retailers and
A-brand companies will allow us to improve plant utilization
without creating conflicts of interest. Because of the worsened
economic situation in 2008 and 2009 and the subsequent drop in
financial back-up we needed to find alternative ways of growing
our business. We were able to expand our business in another
manner than by acquisitions: through a cooperation agreement.
“This year’s business focus
To expand our juice business in Spain, we closed a cooperation
agreement with Zumos Pascual (part of Grupo Leche Pascual)
in Palma del Río, Córdoba. We rent the production plant at
Palma del Río – excluding the Not From Concentrate (NFC) fresh
orange pressing area – and have closed a co-manufacturing
contract to produce and pack Pascual juices and fruit drinks at
the Palma del Río location. Also, we have added manufacturing
activities to the plant to supply our customers in Spain as well
as in Portugal. Finally, we can purchase the yearly surplus of
direct juice (NFC) pressed by Zumos Pascual in Palma del Río.
The rental agreement for the Palma del Rio plant creates
additional capacity in carton and aseptic PET, therefore
contributing to the further organic growth of Refresco Iberia.
The contribution of Schiffers Food and Leche Pascual to
Refresco’s performance was already nicely visible in 2009
(see note 6.1 of the consolidated financial statements)
and will further increase in 2010.
page _ 18 / 19
VisionTo become Europe’s
No. 1 in soft drink
and fruit juice
manufacturing
MissionTo build a European
platform of soft drink
and fruit juice
manufacturers
has been on stabilizing autonomous growththrough implementation of best practices,
consequently creating additional synergies.”
Business review 2009
Strategic raw material positionsOver the past few years Refresco has been building a strong
position as a supplier of direct juice, also know as NFC (Not
produced From Concentrate) juice. Recognizing the tendency
of the consumer to prefer NFC juice as opposed to juice from
concentrate compelled us to expand our position further than
our own NFC orange juice facility in Oliva (Spain). Refresco
entered into a strategic partnership with some of its Brazilian
suppliers and became inspired to create a close cooperation
on NFC with Grupo Leche Pascual in Spain. Backward integra-
tion has not been, and will not be, part of Refresco’s strategy.
However, having the ability to guarantee raw material positions
in growing markets is crucial for us to provide the best service
to our customers across Europe.
The availability of Brazilian and Spanish NFC orange juice is
seen as an important tool for developing one of our core mar-
kets. In many markets, our profile in relation to our customer
base is much more supply-chain oriented than it was in the last
few years. Next to managing cost price, quality and delivery
performance, optimization of the total supply chain is increa-
singly important.
Realignment of our portfolioOver the past few years, Refresco has increasingly moved
from being mainly a juice producer to being a producer of all
non-alcoholic beverages. This shift was most clearly visible in
the last two years. Although juices still occupy a large share
of the portfolio, with the acquisition of Schiffers Food in 2009,
the presence of carbonated soft drinks (CSDs) and still drinks
has grown and has considerably strengthened the portfolio.
The acquisition also gives Refresco the opportunity to increase
its private label propositions with regard to international
retailers. What is more, it offers the company a more evenly
spread risk profile from a purchasing perspective and enables
us to leverage on purchasing and manufacturing synergies.
The platform for further growth in the total portfolio of non-
alcoholic beverages has been established.
Matching our strategy, we will stay focused on producing
non-alcoholic beverages in all kinds of one-way packaging
types for two types of customers in Europe – in manufacturing
private label for retailers and co-manufacturing for A-brands.
Throughout the entire supply chain we will invest in relations
to optimize costs and consequently to improve our supply
chain management.
“We will stay focusedon producing non-alcoholic beverages in all kinds of one-way packaging types for our customers in Europe.”
A broadened customer baseRefresco invested in strengthening its relationships with
A-brand customers in 2009. The relationships with Coca-Cola,
Heinz, Orangina Schweppes, PepsiCo and Unilever have evolved
into international strategic supply chain positions. Combining
the production of private label with the co-production of
A-brands gives an opportunity for the customer, as well as for
Refresco, to better control the cost price of the final product.
The coming years offer a window of opportunity to enlarge
production and distribution for these customers. The state-
of-the-art status of our plants and level of accreditation of
our companies enable us to be a key supplier for high-end
positioned brands.
Investments linked to this ability to combine private label
production with production for A-brand manufacturers are
now being leveraged upon. The increased interest for private
label by the consumer further intensified the cooperation with
our (international) retail customer base. Product development
of ‘good value for money’ alternatives has played a leading
role in broadening the shelf space for private label. Refresco
businesses are increasingly expected to offer a complete
supply chain solution instead of only offering the final product.
This fits in perfectly with our business model where we put a
strong focus on long-term relationships with our stakeholders/
customers.
page _ 20 / 21
fruit juices 49%
private label 63%
cartons 40% Benelux 34%
A focused, well-balanced total portfolio
other 7% CEE 2%
waters 4%
ready to drink (RTD) tea 15%
value brands and others 11%
PET 22%
Iberia 16% functional/still drinks 6%
aseptic PET 14% Nordic 4%
Products Channels Packaging Business units
2009
rev
enue
carbonated soft drinks (CSDs) 18%
contract manufacturing 27%
France 20%
Germany 21%
cans 25%
UK 3%
Business review 2009
Risk management and internal control
A simple definition of risk management is the process of
understanding and managing the risks that an organization
inevitably is subject to in attempting to achieve its corporate
objectives. Refresco’s risk management and internal control
systems are set up to mitigate the uncertainties that we face,
therefore improving conditions for achieving our objectives.
The following risks can be distinguished.
Strategic risksRefresco may not be able to fully implement its strategy
or achieve the set objectives due to the global financial and
economic situation.
The global economic downturn has impacted economies and
markets in which we operate. Therefore Refresco was subject
to a number of risks that might impair our ability to fully
implement our strategy or achieve the set objectives. The
liquidity crisis was limiting the availability of credit, which had
a negative impact on the execution of our intended acquisition
strategy. Refresco realized that to stay healthy and further
strengthen our competitive position in this economic situation,
short-term measures needed to be taken. To reduce costs in
2008 and 2009 we have reduced working capital significantly.
As a result the cash position of the company remains strong and
working capital control remains tight.
Operational risksRefresco faces risks of economic downturn reducing
sales and/or margins
A large part of Refresco’s revenue comes from economies
that are severely affected by the unprecedented economic
slowdown. This has adversely impacted consumer markets
and changes in consumer behavior. Refresco’s business is
largely dependent on continued consumer demand, and less
consumer spending may reduce the sales of our products with
clear implications for revenue and profitability. Last year’s
experience demonstrated that the private label soft drink and
juice market is less sensitive to an economic downturn than
other Fast Moving Consumer Goods (FMCG) markets. However,
the margin pressure of our retail customers is stronger than
ever. Within our strategy we aim at a broad portfolio: on
product level, as in customer portfolio, as well as geographical
spread to mitigate risks caused by the negative effect of one
category. Refresco closely monitors performance in the most
volatile markets as well as customers and suppliers, and is
able to respond quickly in an effort to protect its business.
Governance
Refresco is committed to run its business with integrity. The governance structure that is described in this chapter
reflects how the group is directed and controlled, suiting the interests of its business and stakeholders. As entre-
preneurship is one of Refresco’s most important core values, a certain level of risk taking is part of our nature and is
considered to be unavoidable when doing business. In this section we describe possible risks on multiple levels
and how we manage the described risks.
Risks related to price fluctuations and supply side
Also in 2009 we faced significant volatility in the cost of
various commodities and raw and packaging materials. In
general, we have a policy of purchasing forward contracts
for raw materials and commodities in order to cover sales
positions with our customers. In addition, we substantially
mitigate remaining risks through a combination of price
increases, supply chain savings and mix improvements. Where
appropriate, we also use futures contracts to hedge future
price movements, especially in relation to purchases in US
dollars. As a result of the acquisitions realized in the past few
years and in 2009 our vulnerability on the supply side has
decreased. Refresco has increasingly become a total soft drink
producer rather than just a juice producer and has balanced its
customer portfolio -that in the early years mainly consisted of
retail customers- with a larger share of A-brand manufacturers,
thereby creating long-term stability. Whereas the contracts with
retailers are renegotiated every year, we close co-manufacturing
agreements with A-brand manufacturers for 3-5 years, thus
ensuring capacity. This has reduced supply side risk associated
with vulnerability to individual commodities, raw materials and
packaging, and to countries that supply these items.
Refresco faces risks related to food safety
Because the supply chain is becoming more and more
internationalized, increasing levels of regulatory and consumer
focus continue to render food safety one of Refresco’s most
significant business risks. Refresco may be confronted with
food problems, including disruptions to the supply chain caused
by food-borne illnesses, which may have a material adverse
effect on Refresco’s reputation, sales and results of operations.
To mitigate these risks, every production site has its own
implemented quality system (HACCP) based on critical control
and quality points in the production process in order to ensure
food safety and quality. Additionally, every production site has
been certified according to the International Food Standard (IFS)
or, in the UK, to the British Retail Consortium (BRC) protocol to
ensure food safety. Notwithstanding economic circumstances,
Refresco is committed to not making any compromise on quality.
Financial risksIn addition to the above, Refresco is exposed to various
specific risks in connection with our financial operations and
results. These risks include the following:
the impact of movement in equity markets, interest rates
and life expectancy on net pension liabilities;
maintenance of group cash flows at an appropriate level;
exposure of debt and cash positions to changes in
interest rates;
potential impact of changes in exchange rates on the
Group’s earnings and on the translation of its underlying
net assets;
market liquidity and counterparty risks;
behavior of banks and credit insurers.
Risk of losses due to credit risk
There is no significant concentration of credit risk. In general,
Refresco deals with several large customers and suppliers.
However, as a result of acquisitions made in 2009, concentration
on individual customers has decreased further. Our customers are
subjected to credit limits and/or creditworthiness tests and sales
are subject to payment conditions that are common practice in
each country. Losses because of credit risk are unlikely, especially
since due to the diversification of our activities credit risk from
debt is limited. The effects of the economic recession on our
clients are carefully monitored. Since our customers are leading
European or global retailers and A-brand companies, we do not
insure credit risks.
page _ 22 / 23
Business review 2009
Other risksRefresco’s businesses are exposed to varying degrees of risk
and uncertainty related to other factors, including competitive
pricing, consumption levels, physical risks, legislative, fiscal,
tax and regulatory developments, terrorism and economic,
political, and social conditions in the environments where we
operate. All of these risks could materially affect the Group’s
business, revenue, operating profit, net profit, net assets
and liquidity. There may be other risks that are unknown to
Refresco or that are currently believed to be immaterial.
InsuranceAs a multinational group with diverse product offerings and
operations in eight countries, Refresco is subject to varying
degrees of risk and uncertainty. It does not take out insurance
against all risks and retains a significant element of exposure
to those risks against which it is insured. However, its business
assets in each country are insured against insurable risks as
deemed appropriate. It is insured against key risks like fire,
business interruption and product and general liability.
Internal Control and Reporting ProceduresIn 2008 we started internal audit procedures supported by
KPMG, which were continued in 2009. These procedures play
a key role in providing an objective view and continuous
reassurance of the effectiveness of risk management and
related control systems throughout Refresco, to both business
unit management and the Executive Board. The Group recently
established an independent Audit Committee, comprising
entirely of Supervisory Board members, which started its
activities in 2009. The Committee has met twice to discuss
various internal control and audit measures. The Committee
has discussed IFRS reporting standards and agreed to use
them as of 2009.
Refresco has a comprehensive budgeting and monthly reporting
system with an annual budget approved by the Executive and
Supervisory Boards. Monthly reporting routines are used to
monitor performance against budget and previous year.
It is Refresco’s practice to bring newly acquired companies into
the Group’s governance procedures as soon as is practicable,
and in any event, by the end of the first full year of operation.
page _ 24 / 25
Business review 2009
Corporate governance
Governance StructureRefresco’s governance structure is decentralized in order to
respond quickly to market changes and customer demands.
The structure is built up around a central holding and 19 locally
operating production sites. The production sites are clustered
into four business units in regions where we have multiple
companies and production facilities and three profit centers in
regions with single companies. These seven business entities
operate independently in their own markets and are held
accountable for their regional performance. It is within our
business philosophy that we keep the lines between Holding
and regional business units and profit centers as short as
possible.
The local business units and profit centers are close to the
customer and can be responsive to their needs. They are
responsible for regional performance. At Refresco Holding a
compact team coordinates central functions, realizes scale
benefits and provides the business units with the tools to run
their businesses in the best way possible. Refresco Holding
has a two-tier board structure with an Executive Board that
manages the Group on a day-to-day basis and an independent
Supervisory Board. The Executive and Supervisory Boards meet
regularly.
Executive BoardRefresco is managed by the Executive Board, which is
supervised and advised by the Supervisory Board. The
Executive Board is responsible for the overall management
and performance of Refresco and for defining and executing
its acquisition strategy. Their agenda includes: strategy
formulation, providing annual statements, definition of annual
budget and preparation of business plans, approval of major
capital investments, monitoring of internal controls, acquisition
policy, deal making and other important policy matters. The
Executive Board provides the Supervisory Board with all the
necessary and requested information. Key pieces of information
provided are the budget, monthly management accounts, the
annual report, proposals for significant investments, acquisition
memoranda, risk management & control reports and major HR
& ICT matters.
Supervisory BoardThe Supervisory Board is responsible for supervising and advi-
sing the Executive Board and overseeing the general course of
affairs and strategy of the company. The articles of association
set forth that a number of strategic or otherwise important
decisions require the prior approval of the Supervisory Board.
These include: acquisitions, redemptions, significant changes
in the identity or nature of the company or its businesses. Each
year the budget is established by the Executive Board and ap-
proved by the Supervisory Board.
The Supervisory Board has formed a remuneration committee
in which proposals from the Executive Board concerning
the remuneration policy for the Group are discussed. The
Supervisory Board has also instituted an audit committee, which
started its activities in 2009. Also other functions (HR, ICT, risk
management) are discussed in the Supervisory Board meeting.
The Chairman of the Supervisory Board is responsible for leading
the Supervisory Board and functions as a sounding board for the
Executive Board.
page _ 26 / 27
Business review 2009
Supervisory Board report
The Supervisory Board is responsible for advising and
supervising the Executive Board of Refresco and overseeing
the general company strategy, including the general course
of affairs.
In the execution of their duties the Supervisory Board is
guided by the overall interest of Refresco and relevant
interests of its stakeholders.
A year of sustainable growthThe year 2009 has been a challenging one for Refresco.
Following the substantial acquisitions made in 2007, the
volume grew by 8% with operational performance on
target and integration of the acquired companies well on
track. Although the economic downturn affected some of
our Icelandic shareholders the situation has stabilized and
alternatives to safeguard the continuity of the company and
support further growth were evaluated. In 2009 two major
strategic steps in the further development of the Group have
been realized. One concerned the acquisition in the Benelux
of the soft drink division of Bavaria. In Spain, a cooperation
contract with Leche Pascual was agreed upon for their juice
business. Both agreements were closed in April 2009. Other
acquisition targets and projects have been approached and
discussed in order to create further growth in 2010 and later.
SupervisionThe Supervisory Board met frequently in 2009. The meetings
covered routine operational matters and focused on levels of key
resources and strategy implementation. In various meetings the
Supervisory Board discussed the two intended deals and the
integration of the companies within the organizational structure.
The Chairman and CEO had regular contact throughout the year.
In particular, upon the occurrence of the Icelandic financial crisis
the Supervisory and Executive Boards held regular updates to
discuss operational and financial issues.
Subjects discussed during the year’s meetings included:
The medium-term Buy & Build strategy
Potential acquisition opportunities
Senior management appointments and significant human
resources matters
Major capital investments
Operating and financial performance of the subsidiaries
Bank financing arrangements
Budget for 2010
Outlook for the years thereafter
Business plan 2012
Risk and control framework
Composition of the Supervisory BoardIn 2009 the following changes were made to the composition of
Refresco’s Supervisory Board. Jan Driessens and Sigurjon Palsson
resigned from the Supervisory Board and Jon Sigurdsson, Hilmar
Thor Kristinsson, Aalt Dijkhuizen and Peter Paul Verhallen were
appointed. Per January 2010 Frans Barel resigned. We would like
to thank Frans Barel, Jan Driessens and Sigurjon Palsson for their
contribution to the Board and the company.
Name Date of initial appointment
Marc Veen May, 2006
Thorsteinn Jonssón May, 2006
Adam Shaw October, 2007
Jon Sigurdsson April, 2009
Hilmar Thor Kristinsson August, 2009
Aalt Dijkhuizen October, 2009
Peter Paul Verhallen October, 2009
Annual Report 2009This Annual Report and the 2009 financial statements,
audited by PricewaterhouseCoopers Accountants N.V., were
presented to the Supervisory Board in a meeting that included
representatives from PricewaterhouseCoopers Accountants N.V.
Their Auditor’s report can be found on page 121 of this Annual
Report. The Supervisory Board endorses this Annual Report
and recommends that the General Meeting of Shareholders
adopt the financial statements for 2009.
In conclusionWe are pleased with the development of the company and
the strong operational performance that has been achieved,
despite a turbulent year. We believe that the underlying
business is good and that the performance in 2010 will
exceed 2009. We would like to express our appreciation
of the commitment and dedication of the Executive Board
and all of Refresco’s employees
Dordrecht, March 17, 2010
On behalf of the Supervisory Board,
Marc Veen
Chairman
page _ 28 / 29
Business review 2009
Roots & values
Conditions for sustainable growth are the roots and values
that are at the foundation of the Refresco organization. These
roots and values are observed throughout the entire Refresco
organization and influence the way we do business across the
whole group.
In this section we outline our roots and values and share our
progress over the last year in the above-mentioned three areas
of sustainable growth.
Refresco rootsOur roots of Quality, Reliability and Cost Leadership have been
embedded in everything we have done in the past ten years.
We believe they are essential to our people, our suppliers and
our customers. They set the standard for expectations -- a key
condition for success.
Quality
Delivering quality is a central concern to the people in our
organization. We cooperate closely with customers, consider
the options side by side with them and in many cases conjointly
develop products that will meet their needs and the consumer’s
demand. In cases of co-manufacturing, we deliver according to
previously agreed specifications, quantities and time frames.
We maintain a close and preferably long-standing relationship
with our customers at all levels, listening carefully to their
requirements so we can provide them with what they need. We
understand the responsibility our customers entrust us with, and
we treat all customer information with integrity.
Each site has adopted a quality assurance approach whereby
production quality is monitored against specifications and
legislation at each stage of production to ensure that the
customer receives good product quality. Every production
site has its own implemented quality system based on critical
control and quality points in the production process to ensure
food safety and quality. Every production site has been certified
according to the International Food Standard (IFS) or, in the UK,
Sustainable growth
As a leading European soft drink and fruit juice manufacturer we are committed to responsibly producing and
supplying high quality while focusing on our goal of sustainably increasing the value of our business with regard to
our stakeholders. We put great emphasis on creating a safe workplace for our people and building our organization.
We aim to be the preferred partner for our customers, suppliers and other parties. Last but not least, we also
acknowledge our responsibility for the environment.
Total portfolioSpeed to marketInnovation-driver
Geographic spreadScale
Refresco roots & differentiators
Quality Reliability Cost-leadership
to the British Retail Consortium (BRC) protocol to ensure
food safety. Except for our Polish plants, all production sites are
certified according to ISO 14001 or comparable standards. The
remaining Polish plants are slated to become certified in 2010.
Reliability
We put great emphasis on food safety, quality and delivery
performance with our goal being able to exceed our customers’
expectations. Every day we conduct measurements of deliveries
to ensure that our customers receive products with the correct
specifications. All of our sites work with a supply and demand
quality system and have implemented or are in the process of
implementing a Group ERP system. In case we need to work
in a ‘just-in-time’ environment with a customer, complicated
and detailed planning and scheduling allow us to deliver in the
right place at the right time. In these cases it is of the utmost
importance to closely cooperate with our customers to assist in
improving realistic forecasting and to optimize manufacturing,
scheduling and planning. Our highly experienced professionals
work together in planning, purchasing and logistics teams, to
help ensure timely delivery.
Cost Leadership
Ever since our company started we have been convinced that
cost leadership is a basic condition for doing business in the
soft drink and juice market. It is our aim to ensure that we can
offer our customers economies of scale without failing customer
service at a local level. We can spread our resources across
the Group within our business model and thereby leverage
economies of scale without compromising our flexibility or our
ability to provide our individual customers with service.
The differentiators Our Total Portfolio, Geographic spread, Speed to market,
Innovation drive and Scale are factors that differentiate us
in the market. We are able to offer a total portfolio of all
non-alcoholic beverages from (carbonated) soft drinks (CSDs)
and waters to direct juice. Because we are present in eight
countries throughout Europe, we keep our distribution
distances as low as possible to help control our customers’
margins and to address environmental concerns. We can
develop new concepts exceptionally fast in close cooperation
with our customers and launch the results on the market
in an extremely short time frame. Innovation is essential to
encouraging market growth. It is our job to stay ahead of
trends in non-alcoholic beverages and arm our customers with
suitable development ideas that fit the needs of their own
customers, wherever they may be.
Refresco valuesEntrepreneurship, No-nonsense, Teamwork, Spirit and Focus are
the values that best describe the Refresco culture and the way we
operate in our day-to-day business. These values are embedded
in the Refresco organization, each expressing how we want to
be known in this business. Our people are recruited, rewarded
and appraised using competences that form the baseline of
the aforementioned company values: e.g. results orientation,
decisiveness, open communication and consultative leadership,
to ensure that the Refresco culture is kept alive within the Group.
page _ 30 / 31
MEASURING QUALITyTo exceed both our own and our customers’ expectations, we engage in a continuous improvement process in our working
methods. The actions taken are based on learning points gathered during production as a result of customer questions or complaints as well as on our own experiences. Information
is shared between business units and production plants and cross-check analyses are continually being done.
We act quickly on individual customer complaints to make sure we can prevent re-occurrence.
Refresco values
EntrepreneurshipNo-nonsenseTeamwork
SpiritFocus
Business review 2009
People and organization
Refresco’s fast-track growth requires continuous proactive
development of the organization and its staff on all levels.
The Refresco organization is based on strong and empowered
geographic profit-responsible units and now consists of
four business units in regions where we have multiple
companies and production facilities, and three profit centers
in regions with a single company. In compliance with our
business philosophy, we keep the lines between Holding and
geographies simple and short. By doing so, we can closely
guide and support the unit management to guarantee the
necessary speed in decision-making processes. In 2008, the focus
was on optimization of structures, streamlining of operations and
staffing of senior management positions following the acquisitions
and organic growth of Refresco in 2007. Local teams were ready
to manage the increased scope and to realize the projected future
growth of Refresco. This year, initiatives have been focused more
around development, building on the strategic outlook, culture
and core values that were defined in 2008. Nevertheless, in 2009
several units also continued to streamline their operations and to
rightsize activities.
With the strengthened HR functions across the units, a new
approach to management development and talent identification
was rolled out, group-wide training initiatives were taken and
on a local level high priority was given to strengthening the
middle management layers of Refresco. In general, all units
moved forward in professionalizing their human resources
function, policies and practices.
The focus on development and unlocking internal human
potential is very important in being able to accommodate the
fast-paced growth. Because the majority of staff in senior
management positions joined Refresco from outside companies
over the last three years, the ambition is to significantly promote
Refresco-groomed management talent to higher positions
in the coming years, within and across (newly acquired)
units. This is why Refresco designed and implemented a new
management development approach with special inclusion
of middle-management levels. Recruitment efforts started
to be more tuned to employing higher potential talent in
middle-management levels and increasing efforts in coaching
and developing talent. After they were trained in behavioral
competences, managers across the units engaged in a workshop
“In 2009 Refresco business units continued
to streamline their operations and to rightsize activities”
RefrescoGermany
4factories
RefrescoFrance
3factories
RefrescoBenelux
4factories
RefrescoPoland
2factories
RefrescoUK
1factory
RefrescoScandinavia
1factory
RefrescoIberia
4factories
Holding
to define Refresco leadership behavior, which formed the
backbone for developing Refresco management. A group training
program was designed, for which we use an outside faculty from
a few selected preferred suppliers, each covering different areas
of leadership and management skill development.
In Refresco Benelux and Refresco Iberia the acquisition and
integration of Schiffers Food at Hoensbroek and the Zumos
Pascual plant at Palma del Río were successfully accomplished.
Refresco Benelux started in cooperation with SBK - a well-known
Dutch training organization - the Refresco Academy, which trains
employees to obtain the diploma of Operator C. The increased
complexity of production lines and product varieties requires
highly skilled personnel. On top Refresco wishes to optimize
production line efficiency by means of World Class Manufacturing
techniques. Therefore this integral training structure was set up.
Refresco Iberia continued its initiatives to enhance
organizational effectiveness and upgrade the quality of middle
management through their ‘Talento’ project.
In Refresco Poland, the process of streamlining and rightsizing
was taken a step further whilst at the same time new HRM
initiatives were successfully deployed and overtime and
absenteeism was reduced. Absenteeism was also significantly
reduced in Refresco UK.
In Refresco Germany, the intended restructuring of the
manufacturing blueprint was completed including closure of the
Burgstetten plant and the further streamlining of the Uelzen
plant. At Refresco France, the turnaround of St. Alban was
successful, which made the plant an important hub for a major
contract manufacturing customer.
Due to the inclusion of acquisitions the average number
of employees within the Refresco Group increased from 2241
to 2318 full time equivalents.
Preferred partner Our customersRefresco supplies a broad portfolio of customers. On the
one hand, accounting for approx. 60% of our total output,
we manufacture private label products for leading retailers
across Europe. Not only does this comprise delivering the end
product, but it also entails responsibility for the entire supply
chain. On the other hand, we co-manufacture for international
A-brands. Their trust in us is rewarded by the quality and
service we deliver. We must understand our customers’
needs as well as the trends and movements in the markets we
operate in. Close cooperation with our customers is therefore
essential to successful business relationships.
In our business, we focus on long-term cooperation with
customers. Short-term or single collaborations do not fit our
business model because we believe in delivering high quality
at the right price. This requires major investments that are
not profitable when undertaking a short-term cooperation.
We aim at market winners who we can offer state-of-the-art
production sites combined with our highly skilled purchasing
and manufacturing staff for turning out high quality products.
Being in the right place at the right time to supply our customers
means we are right behind them in their international expansion.
page _ 32 / 33
“In 2009 Refresco business units continued
to streamline their operations and to rightsize activities”
Refresco’s organizational model is characterized by strong and independent decentralized business units with central coordination focused on specific functions. Refresco provides the business units with the tools to run their operations in the best way possible. For that purpose Refresco started implementing a Group ERP system in 2004. Part of the synergies on past and present acquisitions can only be realized with better information and coordination. It is in line with the strategy begun in 2004 to roll out the Group ERP system to the newly formed business units. The central Holding team is set up to support the business units in their performance. The Holding team provides the necessary tools, transfers best practices and coordinates synergies across the companies. The Holding team is purposely kept compact to control costs.
Business review 2009
Our suppliersRefresco aims at robust long-
term relationships with its
strategic suppliers based on respect,
trust, mutual benefit and product
development. Our customers expect
Refresco to maintain high quality standards
and to be cost competitive at the same time.
We expect the same from our suppliers. Refresco
and its strategic suppliers have seen substantial growth over
the past few years, which is expected to continue in the coming
years. Refresco needs its strong partners to support the Buy &
Build strategy for mutual benefit.
Environment
We acknowledge that our manufacturing operations have an
impact on the environment. In our decentralized business model
each business unit carries its own responsibility regarding
its regional performance, which includes environmental
considerations. As a central Holding in the decentralized
organization model, we aim at stimulating the regional business
units to take on the responsibility of protecting the environment
whenever the possibility or need arises.
Refresco’s business strategy gives priority to our customers’
needs. It is our goal to establish and retain good partnerships
with customers and we align our activities with our customers’
requirements regarding environmental issues. We strive to help
them achieve their targets by investigating and implementing
different materials and manufacturing processes. We have
to take into consideration that we operate in a low-margin
business where the cost factor is crucial to maintaining
our cost-leadership position. In the mean time we have a
continuous search for opportunities to manage and reduce
the environmental impact and as a result of our direct control,
we take appropriate action. In addition, we also seek to
minimize other possibly indirect impacts (e.g., that of our
suppliers and customers).
From a cultural point of view,
we feel that our deep conviction
and attitude of doing things
first time right not only benefits
cost efficiency, but also has a
positive effect on the surrounding
environment.
In 2008 Refresco formulated and formalized
a sustainability strategy in a number of concrete steps -
each going above and beyond current legal and contractual
requirements.
In 2009 we have accomplished the following:
We have completed the ISO 14001 certification for the
majority of our production sites, and have slated two
remaining production sites for completion by the end of 2010.
We are engaging our major partners in discussions about
the Refresco Sustainability Strategy.
We have initiated a major project every year related to
sustainability. In 2009 this concerned a major solar energy
project in France. In 2010 we plan to start a similar solar
energy project in Germany as well as a waste water project
in France.
We undertake environmentally friendly product
development with packaging suppliers.
Whenever financially possible we keep smaller plants at
geographically dispersed locations open to reduce the
negative environmental impact of related logistics.
We actively communicate our choices to achieve our
goal of having our approach requested by customers and
followed by competitors.
Our efforts have already resulted in recognition
from our suppliers. On 24 August 2009, Coca-Cola Enterprises (CCE)
handed the Corporate Responsibility and Sustainability Supplier of the year Award to supplier Refresco France, who in 2008
provided CCE with exceptional service in line with their corporate
responsibility and sustainability criteria.
As indicated before, in recent years there have been several
individual projects in the Refresco business units that have been
carried out on a local level, demonstrating acknowledgement
of our responsibility. One example that illustrates this year’s
progress in the area of local environmental initiatives comes
from the business unit Refresco France, where we have
increased our warehousing capacity in the Marges site.
In doing so, in cooperation with EDF, we have at the
same time prepared the rooftop for the installation
of solar energy panels. In total a 3.200 m2
of photovoltaic membranes will be built
on the rooftop of the warehouse.
The production is equivalent to the
consumption of 75 households.
Another example comes from Refresco Benelux. An agreement
with the Dutch government to reduce energy costs by 30% in
the coming years has been signed by Refresco Benelux, together
with the soft drinks association FWS and three big soft drink
producers: Coca-Cola Enterprises, Vrumona and United Soft
Drinks. The producers have agreed to reduce 2% on energy
costs each year until 2020.
page _ 34 / 35
We have made great efforts to have every production site certified according to international specifications for the environmental management system ISO 14001. This standard
identifies the following: requirements for establishing an environmental policy; determines environmental aspects and impacts of products/
activities/services; recommends planning environmental objectives and measurable targets; defines the implementation and operation of programs to meet objectives and targets; recommends checking and corrective action,
and outlines a management review. Almost every site has obtained certification in the past few years. For the few remaining plants, audits are
planned for 2010.
“We have a continuous search for opportunities to manage and reduce the environmental impact
and as a result of our direct control, we take appropriate action”
Business review 2009
The economic recession has not significantly affected
Refresco’s overall business thus far, it is still very much in
balance. We saw the largest swings in countries that are more
sensitive to recession, such as Spain and Germany. As a result
of the recession, prices of raw materials, especially packaging
materials, decreased in 2009. Also, consumer prices of end
products – especially private label – were lower in 2009.
Retailers increasingly used low value private label propositions
in their promotions with regard to consumers, as already seen
in the past few years.
In 2009 the volume in liters increased by 8% to 3.4 billion liters.
The average selling price per liter decreased substantially, mainly
due to lower priced raw materials. This caused the revenue to
stabilize at a level slightly below last year at EUR 1,139,574,000.
On a like-for-like basis excluding the acquisition of Schiffers
and the cooperation agreement with Leche Pascual in 2009 the
revenue was EUR 1,088,458,000.
The absolute margin as well as the relative margin per unit
has improved. Cost-reduction programs have had a very
positive impact on the performance of the Group.
Refresco seeks to maintain a healthy financial position.
The net result improved with 20 million from EUR 13,783,000
negative to positive EUR 7,693,000. At the year end of 2009 the
interest-bearing long-term and short-term loans amounted to EUR
541 million. During 2009 our EBITDA/total debt ratio remained
at an excellent level. In 2009 we were able, yet again, to realize
a significant improvement in our working capital. Consequently,
we did not have to make use of available capital expenditure
financing facilities to finance investments. The cash flow from
operating activities for the year is EUR 94,919,000. The cash
flow for the whole year was positively influenced by a working
capital project which started in April 2008. The overall liquidity
increased from EUR 33,844,000 last year to EUR 58,377,000 per
the end of 2009, due to the improved working capital during
the year. The solvability increased from 12,5% last year to
13,3% per the end of 2009.
Results 2009
Refresco’s performance in 2009 was influenced by the global economic downturn which started in the second half of
2008. Although we managed to grow our business, we were limited in applying our acquisition strategy. The net result
improved with 20 million from EUR 13,783,000 negative to positive EUR 7,693,000.
“In 2009 the volume in liters increased by 8% to 3.4 billion liters”
page _ 36 / 37
“In 2009 the volume in liters increased by 8% to 3.4 billion liters”
Business review 2009
Development of the marketPrices of raw materials, especially packaging materials, have a
tendency to increase in 2010. It is anticipated that retailers will
increasingly use low value private label propositions in their
promotions towards consumers. Market share of private label
will grow.
In line with the trends visible in 2009 we expect private label
to grow its volume market share in non-alcoholic beverages
in all our geographies. This increased market share will have
its influence on branded propositions in the same category.
It is not necessarily the A-brands that will suffer; they will
keep looking for volume compensation by strong investments
in innovations and promotions. It is more likely the less
meaningful brands that do not succeed to excel in product
and image that will feel the most pressure. Refresco, which
besides being a private label producer is also a contract
manufacturer for many local and international brands, might
feel some volume pressure from their contract. It is expected
that the growth of private label will, in 2010, also outperform
the volume development trend in contract manufacturing. The
product mix of Refresco will shift slightly towards private label.
Shareholders structureSince the foundation of the company Refresco has always
followed a Buy & Build strategy, which needs the financial
support of shareholders. Given the stabilized financial situation
in Iceland in 2009, our shareholders can give us support for
further executing our Buy & Build strategy, although the pace
will be adapted to available financial resources.
Budget 2010The Executive Board believes that 2010 will outperform the
2009 results. There is overall growth of the private label
market as a consequence of the economic downturn. A-brands
have recovered from the first blow caused by an explosive
growth of private label products in the first six months of 2009
and adopted new strategies to regain their positions in the
markets and to satisfy consumers. It is the less meaningful
brands that will keep suffering.
At this moment in time, the company has sufficient financing
and has safeguarded the support of major credit insurance
companies. If needed, the company can use its additional
revolving credit facility and delay certain spending. The
company is fully compliant with all the bank covenants and
expects to remain so in 2010 and 2011.
Outlook 2010
The prospects for 2010 are positive. We expect further growth of our bottom line because of organic growth in the
business units and further optimization of our operational activities. The volumes are also forecasted to increase
because of the growth of private labels. In 2009, retailers enjoyed significant growth, despite (or maybe thanks to)
the difficult economic situation. Outsourcing by A-brands is still expected to increase.
“Our focus is on delivering high quality and on an ambitious growth strategy leading to a broad European presence.
Coupled with a solid underlying business and a diverse product portfolio our partners can benefit from the best quality offered
against the lowest costs”
Strategic focus 2010After a string of acquisitions in the last two years and full
integration of these businesses in the Refresco organization
in 2009, we are convinced that we have firmly established a
sound platform for leadership in our industry. We are ready
for further growth, although realistically our growth pace in
2010 might be modest due to the economic situation. The
organization will be challenged to focus on organic growth, the
implementation of best practices and exploration of additional
synergies. Senior management will pay great attention to
our cost base. If we wish to lead the industry we need to
demonstrate our cost leadership in the business. Our focus
on the Buy & Build strategy remains unchanged and we even
expect to accelerate this in the coming years.
In order to compensate the negative trend in consumer
spending, cost reduction will remain high on our capital
expenditures strategy agenda for 2010. We set up a cost-
reduction program at the end of 2008 throughout the Holding
and all the business units in order to enhance our competitive
edge as a low-cost manufacturer and to support bottom-line
growth. A reorganization in the German business unit was
conducted to create a stable and competitive platform in the
German market. Having now created this platform we are ready
for growth in both volumes and margins. Sales contracts have
been closed for a large part and raw material positions have
been taken. We expect gross margins to stay at last year’s
levels. The number of employees will remain stable. Capital
expenditures in property, plant and equipment in 2010 will be
slightly below the amount in 2009. For the risk management
on financial instruments we refer to the notes 3 and 6.2 to the
consolidated financial statements.
As a leading company in this business we acknowledge our
responsibility to our partners and the impact we have on the
environment. Despite a tough economic forecast for 2010
we intend to pay more attention to sustainable growth and
environmental issues conjointly with our supply chain partners.
In 2010 we will increase our focus on cost effectiveness,
delivering what we’ve promised as well as sustainability.
By the end of 2010 we expect to have sharpened our profile,
which is essential in accomplishing our mission of building a
European platform of soft drink and juice manufacturers. Our
focus is on delivering high quality and on an ambitious growth
strategy leading to a broad European presence. Coupled with
a solid underlying business and a diverse product portfolio of
non-alcoholic beverages our partners can benefit from the best
quality offered against the lowest costs.
Dordrecht, March 17, 2010
Executive Board
Hans Roelofs
Chief Executive Officer
Aart Duijzer
Chief Financial Officer
page _ 38 / 39
“Our focus is on delivering high quality and on an ambitious growth strategy leading to a broad European presence.
Coupled with a solid underlying business and a diverse product portfolio our partners can benefit from the best quality offered
against the lowest costs”
Refresco can accommodate the wishes
Market review 2009
of its customers, no matter what consumers choose
Market review 2009
In this section we give an overview of the major market trends
in the European soft drink and juice business in the past year.
Information is gained from market intelligence agencies and
from our own experiences.
Market movementsOver the last three years, the growth of the European soft drink
market has been slowing down to a negative 0.4% growth rate
at 145.5 billion liters. For the larger Western European countries
market conditions for growth have been modest, with large
variations between categories.
Overall, in 2009 the soft drink market in Europe declined
by 2.34 million liters (-1.6%) compared to 2008. European
consumers have reduced their spending fuelled by
unemployment fears and uncertainty over the economic
recovery. Reduced spending has mainly affected on-premise
consumption. In some European markets, off-premise has
compensated for falling on-premise consumption, mainly
as a result of massive price promotions and the excellent
performance of some private label products.
In 2009 packaged water still has the highest market share
(41%) by volume, but suffered a loss of 905 million liters,
mainly as a result of unfavorable weather in parts of Europe,
low on-premise consumption, and consumers switching to
more economical alternatives, such as tap water, as a result
of the economy. Carbonated Soft Drinks (CSDs) declined by
915 million litres in 2009, mainly as a result of heavy losses
in Eastern Europe, with the exception of Poland. In Western
Europe, CSDs registered slight growth, mainly as a result of
the positive performance of private labels in countries such
as Germany. The ‘un-healthy’ image of CSDs is also affecting
growth in some markets but CSDs still maintain the second
largest market share of European consumption at 32.4% for
2009. Juice suffered a loss of 607 million litres, mainly due
to consumers switching to more economical fruit beverages
such as nectars and fruit-flavored still drinks as a result of
the economy. Conversely, the strong move towards smoothies
and Not From Concentrate (NFC) juices continued, filling the
demand for healthier products. Squash/syrups was one of the
few categories to register a positive performance in 2009 as
a result of its cost advantage in times of economic hardship.
Ready to Drink Ice teas/coffee drinks and energy drinks had a
positive performance across Europe, albeit from a low base.
The steady volume growth of energy drinks still perseveres
(9.4%), but these still have a very small market share (1%).
Trends in the soft drink & juice market
The past year, 2009, was dominated by the recession that started in the second half of 2008 and shook the entire
world. Many segments felt the impact, with consumer behavior drastically turning around. The soft drink and juice
business in which Refresco operates was, in its own way, also touched by the economic downturn; however, the impact
was strongly dependent on segment and category.
page _ 42 / 43
Packaged water Nectars Energy drinks
Carbonates Still drinks Other
Juice Iced/RTD tea drinks
Squash / syrups Sports drinks
Soft drinks growth by volume
Source:Canadean
1999 2002 2005 2009
20.000
0
40.000
60.000
80.000
100.000
120.000
140.000
160.000
Volu
me
(mio
liter
s)
(99-02) (03-06) (07-09)
Other -2,0% 1,5% -1,2%
Energy Drinks 20,6% 20,5% 15,3%
Sports Drinks 14,9% 10,7% 1,3%
Iced/RTD Tea Drinks 5,2% 8,4% 4,9%
Still Drinks 10,2% 5,2% 1,8%
Nectars 10,2% 5,9% -0,6%
Squash/Syrups -0,2% 0,3% 1,0%
Juice 4,3% 2,3% -3,5%
Carbonates 3,9% 2,3% -0,8%
Packaged Water 5,6% 3,1% -0,7% All soft drinks 4,8% 3,0% -0,4%
Market review 2009
Consumer trendsIn recent years there has been a consumer tendency towards
more healthy food, convenience, indulgence and ethics. These
drive new innovations and have caused an amalgamation of
traditional segments, such as juices, soft drinks and water
into new concepts, such as still drinks. These trends are still
visible, even in the recent recession. The economic downturn
accelerated a fifth trend, already distinguished in the previous
years: value for money.
First, consumers recognize a connection between healthy food
& drinks and their well-being. The increasing incidence of
overweight and obesity in the Western world is making people
ever more conscious of the necessity to nourish their bodies
in a healthy way. They are willing to pay more attention to the
food they eat and the beverages they drink in order to help
them improve their quality of life. CSDs have suffered from this
shift which drives the amalgamation of traditional segments.
Instead of CSDs, people now choose lighter flavored waters
or fruit drinks. This trend is also responsible for the rise in
consumption of fresh pressed Not From Concentrate (NFC)
juices. Anticipating this trend, Refresco is investing in backward
integration in orange juice, in Spain for instance.
Another way in which Refresco contributes to the health
trend is by succeeding in developing a new CSD without any
preservatives by using a new aseptic technology.
Second, the convenience market is growing because people are
eating out more and eating fast food to make time for more
leisure activities to counter their busy lifestyles.
Third, we see an upward trend in the demand for premium
products, however small they may be, as a result of growing
affluence. Even in times of economic downturn people like to
indulge or treat themselves. Instead of expensive presents,
people now turn to smaller luxury goods, and that causes a
shift to premium-priced, value-added products such as fruit
juice smoothies and functional drinks.
Fourth, ethical retailing – and environmental issues (climate
change, recycling, etc.) are gaining ground on the consumer
agenda. Factors underlining that this trend is growing are: the
proliferation of local recycling schemes, and pilot recycling
programs that will charge on the basis of waste quantity. But
this trend is not yet booming.
HEALTH &WELLNESS(diet, nutrition)
CONVENIENCE(lifestyle)
PREMIUM(indulgence)
ETHICS(sustainability,
sourcing)
VALUE FOR MONEY
These trends create constant demand for innovation and
diversification. With laboratories at multiple Refresco
production sites, Refresco cooperates with customers to
develop new concepts that fit in with market trends and
needs. This requires an understanding of the specific market,
the needs of the consumer, and the ability to respond to
market trends at the right time and place. When it comes to
developing new products, Refresco succeeds because of its
crucial rapid time-to-market.
Fifth, a clear trend that overlaps all other trends is that
consumers choose value for money. On the one hand,
consumers are upgrading to premium products, and on
the other, they choose value for money, something they
can find in private label products. It also accelerated
the trend that had already begun from a health
perspective -- from (100%) juices to typically lower-
calorie and lower-priced fruit drinks and flavored
waters (containing less fruit).
In 2009 we saw a continuing trend of steadily
declining consumer confidence, already started
in the second half of 2008 as a result of the
economic downturn. The economic climate has had its
consequences for the soft drink & juice market. On the
one hand, consumers took a step back in their spending
patterns, and sought alternative value-for-money products,
which they found in private label products. On the other hand,
as high-end expenses such as cars and luxury goods were
being reconsidered or rejected, people still liked to indulge
themselves with small premium treats. As we estimated, strong
A-brands with clear brand equity have been able to keep their
good positions. By producing a complete and diverse portfolio
Refresco can accommodate the wishes of its customers, no
matter what consumers choose.
page _ 44 / 45
Market review 2009
In this section views, perspectives and comments on the
developments in private labels and A-brands are given by food
experts and major captains of industry from retail and A-brand
companies.
We spoke to Jan-Willem Grievink, general director of
FoodService Institute The Netherlands Food, who specializes
in international food chain issues and Koen de Jong, Managing
Partner at IPLC (International Private Label Consult). Also
interviewed were two food analysts from Rabobank: Sebastiaan
Schreijen, Associate Director Processed Food & Retail and
Francois Sonneville, Industry Analyst Beverage Sector. They
describe general developments in the retail food market.
Where did private label first emerge?
According to tradition, the emergence of private labels already
started at the beginning of the twentieth century when a
number of retailers took up producing their own products to be
less dependent on brand manufacturers. Sebastiaan Schreijen
comments: “Striking is that many established older retail
companies started as a milkman or a butcher’s shop at the
beginning of the twentieth century and added groceries
to their fresh portfolio to become supermarkets in the
1950s. In essence you can say they started as private
label companies.” Jan-Willem Grievink adds: “The larger
emergence of private labels took place in the fifties.
The general driving forces were pretty much the same
throughout Europe, and every country translated this into its
own cultural context. There are two front-running countries
in Europe: Switzerland and the UK. In Switzerland, in the late
forties, the first private labels were born from a more ethical
angle, when Gottlieb Duttweiler, founder of the Migros retail
chain in 1925 and socially engaged entrepreneur, argued that all
consumers should have access to products against fair prices.
He believed that products should be much cheaper when
marketing and advertising costs were
stripped.
battle or balance? Developments in private labels and A-brand
The economic downturn, beginning with the mid-2008 credit crunch, has led the world into a recession. The changed
economic situation has caused a change in consumer behavior towards products with a lower value proposition, where
private label products can fill the gap. In Europe, in the non-alcoholic beverages category the private label share accounts
for 25.8% of the market. A-brands started to feel some pressure, but sound and strong brands have recovered or are
determined to recover their market position in the near future. B- and C- brands notice a significant drop in volume.
The surrounding countries, Germany and
Austria, with their typically hard discount
concepts were highly influenced by this
philosophy.
The United Kingdom was the first country
to be signaled where European private labels
competed with A-brands.” Koen de Jong:
“Around 25 years ago, retailers in the UK were the
fastest in Europe to transform stores into
brands. The UK situation stands
as the most used example
for the trends in private
label that take place on
the continent.
It was the first time that a
multi-layer private label
strategy was introduced
and that focus was
put on the packaging,
quality and branding
of the store. Until that
time private labels were
mostly white labels of
modest or inferior quality
against the lowest prices.
This caused a bad image for
private labels and pushed critical
consumers away. In those days private
label was only bought by people who could
not afford more expensive A-brands. Nowadays
private labels are bought by people throughout
all layers
of the population
and are no longer attached
to status. Consumers never have to doubt
the quality of a private label anymore.” Jan-Willem Grievink:
“The early emergence of this high level of private label in the
UK was driven by the emancipation process in the UK which,
compared to the continent, started earlier. This, together
with growing individualism, participation of women in the
work arena, and the growing realization of time as a precious
commodity, created the need for convenience goods. The UK
market is characterized by: ‘If it is good and easy, I am willing
to spend more’. In the UK, retailers pretty soon understood this
trend and entered this market with their own labels.”
page _ 46 / 47
Market review 2009
What differentiations can be made in private label?
We often make the mistake of talking about private label as one
single category. The experts distinguish between three types of
private label, each having a different starting point, background,
strategy, and future perspectives. De Jong: “In general we talk
about good (value), better (standard), best (premium), the so-
called three-tier structure all carrying the name of the store on
the pack. First, we distinguish the type ‘value’: retailers will try
to prevent customers turning to hard discounters
by having their own range of value-for-
money products as an alternative to
hard discount products. Second,
standard: private label can serve
as an alternative to an A-brand:
a ‘me too’ product. Third,
premium or niche: more and
more retailers build their own
retail brand and introduce
products to load their brand
with premium products or to
fill a niche (e.g. organic), often
positioned above A-brands,
transforming the retailer brand
into an asset.” Grievink: “On top
of that, I distinguish a fourth type of
private label in hard discount. This fourth
category of private labels can be found at hard
discounters, who distinguish themselves by a portfolio
of high quality products against low prices presented in fancy
labels. They have no intention to load their own brand via their
products or private labels.”
What explains the success of private label?
Schreijen: “Private label growth is driven by a combination
of three forces: first, retail concentration: the economic
viability of any product launch depends on the size of the
prospective market. Not surprisingly, larger retail chains
generally have been more successful in their private
label strategies.
They have enough scale to introduce their private label products
in a wider range of categories. Second, hard discounters are
forcing retailers to have alternatives available for consumers
looking for value-for-money products. Furthermore, consumer
awareness has grown through the years; the ‘smart consumer’
was introduced. The recession boosted this trend even further.”
Sonneville adds: “An important factor is also: how easily can
you copy a product? And finally, the driving forces behind the
success of private label often coincide with buying
moments and occasions. The recession can
function as a stepping stone for private
label. If the consumer has chosen
private label because of its lower
prices during the recession, it is up
to the food retailer to retain these
private label buyers when the
economy recovers. Rather than
returning to A-brands, these
customers could also opt for
mainstream or premium private
label alternatives.”
DIFFERENTIATION OF PRIVATE LABEL
Four types can be distinguished:
GOOD ‘Value’ – an alternative to hard discount products
BETTER ‘Standard’ – ‘me too’ products as an
alternative to traditional mainstream A-brands
BEST‘Premium’ – loading the retailers
brand via premium or niche products
ALTERNATIVE ‘Hard discounter’ – high quality - low
prices through fancy labels
“The premium category offers a huge opportunity they can build consumer loyalty and are
In what product category does private label have the highest share?
Grievink: “Private label serves several purposes, which makes
its influence so broad throughout all categories and segments.
But looking at single categories, private label has the highest
share in fresh.” De Jong adds: “Fresh is particularly the
domain of the retailers. They are by far in the best position
to organize and optimize the logistical process and make it
highly profitable. The fresh market is too complex for A-brands
because of the logistics. Next to fresh you also find a high
share of private label in commodity products.” Schreijen
comments: “Categories where you can find high shares of
private label are frequently in products with no emotional value
e.g. in paper (tissue, toilet paper etc.). Categories such as beer,
on the contrary, are hard to enter with private label because
of the emotional value attached to beer.” “And,” adds De Jong,
“another category where private label market share is relatively
low is personal care, like shampoo, deodorants, and skin care.
Consumers trust the brands they have been using for years and
brand loyalty is very high in this category, partly due to the
heavy promotional support of the brand owners. Apparently
people are sensitive about personal care products and it seems
tough to convince them to try alternatives. Moreover, the
category chocolate candy bars is dominated by A-brands. The
brands are offered in every store, gas station etc., so retailers
are obliged to offer this to their customers as well, and in
addition it seems difficult to produce a shelf-perishable product
for retailers.”
What are the developments of private label
in the beverages category?
De Jong: “The share of private label in the non-alcoholic
beverages category has been growing fast, which has led to
the disappearance of many B- and C-brands. Looking at the
brand share in non-alcoholic beverages, there is a difference
in non-carbonated soft drinks, like juices and carbonated
soft drinks, like cola. Whereas in non-carbonated soft drinks
there is a high share of local A-brand heroes, in carbonated
soft drinks you see more of the international A-brands. Both
show high brand loyalty. In non-carbonated soft drinks,
retailers are developing varieties in flavors under private label
though, which do not yet exist under A-brands. They have an
advantage here, because it is easy for retailers to vary and
it keeps their shelves vivid. This is a less attractive area for
A-brands because their first goal is to build consumer loyalty
to the product. They will not develop temporary flavors which
have to be removed from the shelf after a short period.”
Where do you see the most striking growth in private label?
Grievink: “Generally speaking, I expect that the total private
label category in Europe will grow in the next few years, not so
much in autonomous growth, but because of the introduction
of new varieties. The front-running countries, the UK and
Switzerland, will show stabilization in growth in private label
share now it has reached about a 50% market share (volume)
in both countries. The biggest growth of private label can
be distinguished in fresh and frozen. These are now already
categories where private label is almost overly represented.
The focus will be even more on convenience, portion packs,
and fresh-cut fruit or vegetables. Along with the growth of
private label products, this category also offers opportunities
for A-brands to enter. Looking at long-term growth over
ten years in the different private label types, I expect the
largest growth in the fourth type: hard discount. Value for
money becomes increasingly more important, and consumers
are becoming smarter. An already visible trend is the hard
discounters transforming into primary supermarkets where
people do their daily or regular shopping.” De Jong refutes this:
“I do not believe that hard discounters will be able to replace
primary supermarkets because their service level is not as high
as that of retailers. Their portfolio is simply too narrow and
shallow. Consumers want choice, and that’s what is lacking in
hard discount. For every product they offer only one variety,
while at retailers’ stores consumers can choose between
several brands, private label and value labels.” Schreijen: “Due
to brand promotions, hard discount is currently growing less
vigorously than end-2008.”
De Jong: “Another type, value (like Carrefour Discount, Tesco
Value or Delhaize 365), is currently growing very strongly, but
since this type is not very profitable for retailers I don’t expect
huge future growth here.”
page _ 48 / 49
for retailers developing private label because trading up consumers” Koen de Jong, IPLC
Market review 2009
Grievink adds: “The ‘value’ type will grow especially because
more varieties will be introduced.” Schreijen: “The growth
currently found in value private label is notably due to the
recession. Retailers are expanding their SKUs and consumers
are getting more price conscious. Grievink: “When the economy
recovers, strong growth will be seen in the rather small third
type of private label: premium, because people can then afford
more luxury.” De Jong adds: “Here lies a huge opportunity for
retailers. They can define target groups, formulate a theme
that addresses what is going on in society and they can grow
distinct segments, e.g. for the elderly, or halal food, or organic.
This will benefit them because they can adapt it to suit almost
all categories. Not even the biggest A-brand manufacturer has
so many categories at his disposal. Retailers are thus building
consumer loyalty and are in fact trading up consumers. When
A-brands perform less, growth can also be seen in the standard
‘me too’ type.” Schreijen: “On the private label supplier side
too there is still room for improvement in terms of efficiency
and consolidation. When you look at the margarine market, for
instance, it is considered a mature market; a few big suppliers
cover Europe without much overlap.”
What are the biggest challenges for A-brands?
Grievink: “A-brands should be aware of becoming a commodity,
easy to copy and very mainstream. It is expected that in the
coming years about 25% of the A-brands will be in danger
of disappearing. At the same time, retailers are uplifting
stores into brands. They are transforming from being simply
distributors into concepts, representing lifestyles, adding
emotional value to their product. The need to stand out is
growing, showing growth in private label type three ‘premium’.
De Jong: “The biggest challenge for A-brands will be: how
to deal with private label after the recession. The past few
years have shown that after a period of economic downturn,
customer loyalty to private label products remains.
The majority of consumers who choose private label will not
go back to choosing A-brands when times get better.”
What should A-brands do to compete with private label?
Grievink: “Innovate & differentiate. We now see the incremental
value of some A-brands disappearing. The only A-brands
that will survive are the ones that grow into ‘superbrands’,
meaning those brands substantially better regarding product
specifications (functionally) and regarding brand experience
(emotionally). Innovation should not only be taking place in
product, but all along the production chain, from product,
packaging, consumer experience to distribution channels etc.
The focus should be on differentiation from other (private
label) products by promoting the quality and the emotional
added value. What A-brands absolutely need to avoid is solely
price promotion.” De Jong: “I agree. In these tough times
A-brands should heavily invest in promotions in order to
support their brands. Advertising costs are now significantly
lower because of the economic situation and the urge is there
to keep the consumer’s loyalty. The current high advertising
budgets spent by the major brands in the UK show that
A-brand manufacturers see the importance of this.”
“Retailers need to strike a balance betweentheir credibility in
PRIvATE lABEl SHARE By COuNTRy IN NON-AlCOHOlIC BEvERAGES
Volume shares Change
2008 2009
UK 27.4% 26.4% -1.o%
Germany 38.4% 41.6% 3.2%
Belgium 35.5% 33.5% -2.o%
Spain 13.9% 15.1% 1.2%
Portugal 12.6% 14.2% 1.6%
France 29.1% 30.1% 1.o%
Netherlands 34.o% 35.o% 1.o%
Finland 9.5% 9.5% 0.o%
Sweden 19.6% 19.4% -0.2%
Poland 16.8% 18.5% 1.7%
Czech republic 23.6% 24.4% 0.8%
Slovakia 21.8% 22% 0.2%
Switzerland 30.8% 31.6% 0.8%
page _ 50 / 51
Source: Canadean
A-brands and private label to keep the eyes of the consumer” Jan-Willem Grievink, FCI
Market review 2009
Would co-branding be an option?
De Jong: “I don’t think that strong A-brands would want to
attach their name and product to a retailer’s private label
product. There is no sign that this will become a trend.”
Will retailers turn into 100% private label stores?
Grievink: “No, it is very unlikely that private label share
among retailers will grow to 100%. Only a few will practice
that strategy (M&S, Simply Food). A-brands are used by
retailers to make price comparisons and will never completely
disappear. Retailers need to strike a balance between A-brands
and private label to keep their credibility in the eyes of the
consumer. That is what you see in the fresh and fresh-cut food.
This category is dominated by private label, but retailers are
realizing that they have to balance this category by adding
A-brands. When consumers can buy fresh-cut fruit at the gas
station, they should also be able to buy the same product
they trust and prefer at their supermarket.”
Ever since Refresco was founded, our focus has been on the retail and private label markets. In previous years, however, the retail market
was difficult due to competition between retail formulas, especially between hard discounters and full service retailers. We saw an opportunity in the trend
among A-brand soft drink manufacturers outsourcing their production. When outsourcing production, they can fully focus on their core business: building strong consumer brands. To increase the utilization of existing facilities and return on capital and to broaden our
customer base, thereby reducing our risk profile, Refresco increasingly took up co-manufacturing for A-brands in the past few years, which balances well with our activities for retailers. Since last
year’s economic downturn the focus in the market has increasingly moved back to private label again, which rebalances the Refresco product portfolio for the coming years towards more private label. What is characteristic in Refresco’s development is the change to a complete balanced portfolio in products,
customers and locations. Our focus on non-alcoholic beverages remains central to our strategy.
“I see more and more private labeland being able to introduce
Retailers’ private label growth
The internationalization and consolidation of modern retailers
continues. From a global point of view, the top five retailers
cover only a relatively small percentage of total sales of retailers
worldwide. It is not expected that this consolidation trend will end
soon. Refresco often enters into a relationship with major retailers
on a symbiotic basis. For Refresco, this implies that we will conti-
nue to grow with our customers, who are often the frontrunners
in consolidation and the ones initiating takeovers. We are already
part of their supply chain so, in fact, the trend creates opportu-
nities for us rather than being a threat. Even more importantly,
increased market share of private label products in consolidated
markets provides room for our organic growth, consequently
increasing the upward potential for our business.
Market dynamics show the attractiveness for the private
label market. We constantly monitor these movements and,
specifically, the further professionalizing of private labels. We
learn quickly and work with our European customers to achieve
fast and creative implementation of private label concepts.
We asked one of our retail customers in the Netherlands to
comment to the developments in private label. We spoke with
Sjaak de Korte, Commercial Director of PLUS Retail group (The
Netherlands) about developments in A-brands and private
labels in general and the private label strategy of Plus.
What was the first private label product on the shelves of PLUS?
“The history of PLUS goes back many years. In the 1920s,
there was a price dispute between the groceries cooperation
‘Ons Belang’ and a Dutch A-brand washing powder, called
‘Dove’. The cooperation refused to buy any more packs of
‘Dove’ soap and instead started producing their own private
label. Symbolically, they named this product after a bird of prey:
Sperwer (a sparrowhawk), known to be the dove’s greatest enemy.
This private label grew from one product to a complete range of
products into a strong private label. Finally, the cooperation was
given the same name as the private label, which heralded the
start of the Sperwer group, the ancestor of PLUS.”
How has private label developed in your business down the years?
“The start of the Sperwer cooperation was characterized
by predominantly private label products under the name of
Sperwer, while at the same time offering more and more
A-brands. In later years the private label Sperwer disappeared
from the shelves. In the 1980s the importance of private label
products re-emerged in the market and Sperwer also introduced
a rather obscure, multi-formulaic product: ‘Mijn merk’. At that
time Sperwer was not really focused on a private label strategy,
which did not contribute to its competitive position.
From 2001 onwards, the group continued under the name PLUS
and increasingly acknowledged that products can be used to
transfer the identity of your formula. If you had enough scale,
having a private label was even essential in building brand
equity. I must admit that as far as this development goes,
Albert Heijn (Ahold) paved the way for private label products.
It is because of his efforts that consumer trust in private label
increased enormously.
In 2001, the first name-related private label products were
introduced. Initially, these were in traditional categories: the
primary non-food and food. In the last four to five years,
private label products have been introduced in all categories,
in-depth and covering the entire range. We started in
categories where A-brands did not have a dominant position
with ‘me too’ products. In later stages we aimed at more in-
depth and across the whole range. We introduced a premium
private label range four years ago, which was rebranded to
PLUS Appétit last year. We do not have our own private label in
the value segment, but offer fancy labels or B- and C-brands as
alternatives to hard discounter products.”
How does private label contribute to your business?
“Private label products are, first and foremost, important in
creating a bond between the formula and the consumer. It is
through our products that we can transfer our identity and
enhance the PLUS brand experience. They are also used to
offer our customers price alternatives. Finally, it is an important
way of increasing our margins.”
page _ 52 / 53
manufacturers taking up product development strong innovations” Sjaak de Korte, PLUS
Market review 2009
How do you manage to offer both private label and branded
products side by side?
“The share of private label in our offering is 28%, which has
risen from 22% three years ago. Our target for next year is
to have approximately 30% share, but this will all depend on
consumer preference, profitability and, most importantly, fair
share. The amount of private label products in our offering is
not as important as managing fair share and profitability. These
indicators determine the activity for either private label or
A-brand.”
What is PLUS’ private label strategy for the next few years?
“We believe that a private label strategy is highly dependent
on necessity. Going back in time, PLUS has always had good
relationships with A-brand companies and we are successful
because our customers know we offer a wide range of
A-brands. This is why we have not set a high target to reach
40% private label share next year, for instance. We have
private label products in all major categories and do not wish
to place private label products in smaller segments that could
lead to the disappearance of A-brands. We do not want to
force our customers to choose private label products instead of
A-brands. Of course, if we feel that margins are too low and it
concerns large volumes, we will consider introducing our own
private labels.”
What are your (marketing) research efforts in private label?
“PLUS is part of Superunie, a purchase association that
regularly delivers market data. They provide us with a scan of
the market and we jointly decide which segments to target and
which supplier we will cooperate with.”
In which product segment is private label most present?
“Private label is most present in the traditional segments,
like non-food (soap, toilet paper), juices and fresh. These
are categories in which A-brands proved to be insufficiently
distinctive, which created space for the growth of private label
products.”
What do A-brands have to do to keep a preferred position?
“Innovate. And I mean real innovations, not merely updates.
A-brand manufacturers with sufficient research resources –
mainly the larger international companies - will survive. As for
the ones not investing in innovations, it will simply be a matter
of time before they disappear. A-brands have to be distinctive
for consumers and retailers on three factors: content, image
and margin. A-brands should also keep a focus on added value.
Take a look at the beer market. It is predominantly the domain
of A-brands. For some reason, no retailer has ever succeeded in
introducing a private label in this market, although on product
level there is hardly any difference in taste between each lager
beer brand. Consumers buy these products because they feel
connected to a certain brand for its image, which in the beer
market seems to be the most distinguishing factor. The content
(the product itself ) is less important. This is a good example
of how brands can gain a strong position in the mind of the
consumer merely based on image and brand experience.”
“The future of private label
Where does innovation in soft drinks and juices come from?
“I see more and more private label manufacturers taking
up product development and being able to introduce strong
innovations. They often have the advantage of international
presence and scale, so they can transfer products that are
successful in one country to another country, which also
increases volume.”
In which segment do you foresee
the most striking growth of private label share?
“We are planning to introduce private label products in fresh
dairy, which will contribute to a higher private label share. In
general, I expect high growth of private label products in fresh,
coming from new product innovations and the ‘international
corridor’ with international spices and groceries.”
Building brand equity
With the rising popularity of private label, A-brand
manufacturers have to work harder than ever to maintain and
grow their position in the market. The soft drink market is
characterized by short product life cycles, thereby requiring
a strong focus on research & development and brand
management. There was already a growing trend among A-brand
soft drink manufacturers to focus on their core competences,
which are: research & development and brand management
of their products. But since the explosive growth of private
label and increase of competition from the retailers’ side, this
focus has even intensified. Because the highly competitive soft
drink market is driven by consumer demand it is essential that
manufacturers are able to act quickly on consumer trends by
introducing new products and creating brand equity in order to
gain a preferred position. The focus of A-brand manufacturers on
building strong and trustworthy brands is necessary to closely
relate to consumers’ specific lifestyles and habits and to stay in
the mind’s eye of the consumer.
We asked two captains of industry to comment on the above-
mentioned developments. First Roel van Neerbos, President of
Heinz Continental Europe, gives his view on developments in the
private label market and the impact of this trend on the brand.
What is Heinz’ strategy in competing with private label?
“It is much more a matter of gaining market share with regard to
other A-brands - something Heinz is currently very successful
at. We focus on adding value to consumers with our
brand, true value for which consumers are willing to
pay. Competing with private label is a different
game; it requires another way of thinking.
Private Labels operate on low cost, for
example, and aim to realize an extremely
short time to market. This means for
our branded operation that we need to
continuously innovate our core products
to stay ahead of the game.
page _ 54 / 55
Sainsbury’s has a history in private label
that goes back almost a hundred years. Sainsbury’s Brand Director Judith Batchelar com-
ments: “The first private label product on our shelves was Red Label Tea. Since then the range of private label
products has grown to be at about 50% of our turnover, at times even 60%. Private label share is highest in fresh foods, tradition-
ally the domain of the retailer. In all cases the choice between placing an A-brand on the shelves or developing an alternative private label is customer-led.” Judith Batchelar foresees for the future that private label “will be driving ‘values’ as well as value”. She sees the most striking
growth in grocery and frozen.
is in driving ‘values’ as well as value”Sainsbury’s Brand Director Judith Batchelar
Market review 2009
I believe that natural tension between A-brands and private label
is healthy, because they need each other in the market. Creating
variety of choice for consumers is a good driver for category
growth.”
Are price and promotion the key factors for success?
“I would say promotions are part of the game, but they should,
in my view, especially be aimed at creating added value to
consumers as well as retailers, so do not just promote on
price. The more you promote on price, the more consumers will
get used to low prices and adapt their buying behavior to it.
This might, in the long term, have a negative impact on how
consumers value your brand.”
Where does innovation come from in soft drinks and juices:
A-brands or private label?
“The major innovations come from A-brands. The intrinsic
product innovations coming from A-brands should not be too
easy to replicate. For the Dutch market, for instance, we market
the fruit cordial brand Karvan Cevitam. The brand, packed in
shaped can, now contains 75% fruit and is still non-perishable.
This gives us a competitive edge versus competition or private
label, making it a unique product. In the Netherlands, Heinz
has a unique strategic cooperation with Refresco on multiple
levels, from research & development, logistics, to procurement
and account management. We jointly work on innovation and
brought - under the brand name Roosvicee - a new RTD juice to
market.”
How do you guarantee your brand to stay preferred
among consumers?
“Next to having intrinsic product benefits, it is key for an
A-brand operation to aim at, so to speak, the right brain
value, meaning we focus on emotional value next to superior
quality. Of course, we constantly innovate the intrinsic value
of our products, but at the same time we add emotional value,
to intensify the customer’s bond with the brand. Heinz, for
instance, is positioned as the pure food company. We focus on
sustainability of our products and processes. Our ketchup, for
instance, is naturally grown, contains only natural ingredients,
symbolized in our advertisements by bottles of Heinz tomato
ketchup growing from tomato plants. In essence we do not
touch this iconic product, because it has proven to be superb.
We do have new product developments, but for ketchup they
mainly focus on new packaging and in bringing variations in
the flavor range, like Mexican or extra Hot tomato ketchup.
Processed food should be presented as natural as possible.
In our innovations we return to pure food, without any
additives.”
Have A-brands chased the consumer in the arms of private label?
“No, you shouldn’t state it like that. It is better to speak of
dynamics in the market that caused a movement between
brands and private label. On the one hand, there haven’t been
enough innovations from A-brands in some cases. The gap
between an A-brand and private label became too narrow in
terms of product performance and too big in terms of price.
On the other hand, retailers increasingly want to distinguish
themselves. Not only through price promotions or expanding
their range of products, but also by offering alternative
products carrying their name.
This has driven their private label strategy. In some categories,
retailers are also more innovative. The fresh category, in
particular, is dominated by private label. But this is typically a
category in which many retailers started their business and in
which they invested in logistics and innovations. For a brand,
the question is whether you want to enter this category.”
Which sales channels do you explore?
“The most important thing for A-brands is to be present
wherever there are consumers, meaning next to the
supermarket but also Out Of Home (OOH): at the gas station,
snack bars etc. We also explore sales channels that the food
industry has not entered before, such as in the UK where we
sell our BBQ sauces in the BBQ section of gardening centers.
you have to think out of the box and know where the consumer
is. We focus on retailers that are less private label-minded to
be able to win, together with our partners.”
“you have to think out of the box and know where the consumer is” Roel van Neerbos, Heinz Continental Europe
How do you see the future for private label and A-brands?
“I see private label steadily becoming retailer brands. But
one of the differences with A-brands is that you can only buy
these retailer brands from a specific retailer. Characteristic of
A-brands is the wide-spread distribution, across many
sales channels, from retailers to OOH, locally as well as
internationally and even globally. Another characteristic of a
brand is the focus. There is no one in the world with the 100%
focus on ketchup that Heinz has. When A-brands manage to
keep their added value and stay ahead in the market to avoid
becoming a commodity, they will survive and be successful.”
page _ 56 / 57
“Quality is to a product what character is to a man” Henry John Heinz
Market review 2009
We also talked with Charles Bouaziz, President of PepsiCo
Western Europe. He gives his view on developments in private
label from the perspective of a major A-brand soft drink and
juice manufacturer.
What is your strategy for maintaining market share in
competition with private label?
“Our competition with private label highly depends on the
brands and market segments involved. Taking the case of
juice in the French market, there is frankly little movement
between our brand Tropicana and private label, since there is
not sufficient immediate price difference for people to switch
from the brand to a private label. A look at the juice market in
Germany reveals the same consumer behavior: Punica seems to
be market leader in fruit-juice based beverages. Then we play
on innovation and differentiation to stay ahead of the curve. In
the carbonated soft drinks segment you see more competition,
especially for brands such as Pepsi.
The fundamental difference with juices is that in CSDs – and
especially in colas - both private label and we have a price
position enabling us to attempt to challenge the leader
Coca-Cola. It is more appropriate to consider Pepsi as more of
an ally of private label in the assault on the large segment-dom-
inant brand than to view the market as one where competition
exists between private label and us. We recognize that some
transfer occurs between the two, especially regarding people
who are heavily price conscious and who switch from Coca-Cola
to Pepsi or private label. This is less the case in other catego-
ries than cola. In the RTD tea segment, for example, there is no
other A-brand than Lipton. The alternatives to Lipton can only
be found in private label, but this will change next year as we
expect Oasis Tea to be introduced in the market. This should
definitely help to bring more dynamism in this segment.”
Are price and promotion the current critical success factors?
“It is difficult to isolate a single parameter. When you have the
ambition to develop a brand you cannot just rely on the factors
of price and promotion. We invested more in brand identity
during the period of crisis. This gave us a competitive advan-
tage because it helped to distinguish us from other brands that
invested less during the crisis. Because of investment in the
brand, we had been investing less in promotions in response to
distributor demand. Afterwards, we lost some sales opportuni-
ties because of this strategy. The lack of aggressive promotion
meant that our brands could not be retained. We are therefore
required to combine the two. If investments in the brand are re-
placed by promotions, the industrial role of an A-brand is aban-
doned and we compete on the same grounds as private label.
It would be surprising for Pepsi to cut out brand investments.”
Where will innovation in non-alcoholic beverages and juices
come from? Private label or A-brands?
“The truth is, there is frequently no breakthrough innovation,
only improvements of the product, which can occur on different
levels: manufacturing, packaging or on product level. Innova-
tions in manufacturing are often not perceived by consumers,
and need to be communicated extensively. Consumers do tend
to benefit, but more at an ethical level (like for example a better
carbon footprint), which is highly determined by subjectivity.
The packaging market has been very static for years, so limited
innovations there. Innovations are more sophisticated at product
level, specifically with regard to raw material sourcing, which
can create different product qualities. Take sanguine orange, for
example – our competitive edge comes from our exclusive sourc-
ing from Sicily. It remains unique on the market because no one
has ever succeeded in finding an equivalent, but that has led to
limited innovation.”
Can private label products enable growth
in product categories?
“I feel that indirectly private labels are the spur of growth in
A-brands. In a market where there is no competition on brand
level, such as in tea beverages, private labels are replacing the
alternative A-brand and force us to be more efficient (quality,
price, etc.). In a competitive market, they are the custodians of
the relation with the consumers. By this, I mean that a lower
price private label prevents A-brands from losing contact with
reality. In general, private label have an important social role in
“I feel that indirectly private labels are the spur of growth in A-brands”
Charles Bouaziz, Pepsico West Europe
enabling consumers to acquire quality beverages at affordable
prices.”
How do you view the future of private label and A-brands?
“Everything is a question of balance and differs by country.
If you consider the cola market in Germany, the Pepsi and Coke
brands represent 37% of the market in volume, whereas private
labels take the lion share with 63%. This reflects the German
distribution system, which is very oriented towards hard
discount, low prices giving private label a great
deal of weight. In the UK, private labels
are very strong because they can
position themselves as real
alternatives to A-brands.
This means that they do not just operate on the quality/price
relationship but also on quality/image. In France, only very few
brands focus on innovations. This can create space for private
labels to gain a higher share of the market, such as in Germany
or in UK. But in general, you need a competitive environment
between A-brands and private labels in order to stimulate the
markets.”
page _ 58 / 59
In the midst of an economic
downturn it is even more important for A-brand manufacturers to build brand loyalty.
The rising popularity of branded products identified in some markets (UK) is part of a more general mood of
nostalgia among consumers, where people retrench to things they know and trust because of a long-term relationship: the
good old favorites that remind them of better times. At the same time, competition between private label products is increasing and the economic climate is pressuring companies to pay extra attention to where they can gain any cost advantage. To achieve this, they are
seeking to outsource the manufacturing of their products to specialists, like Refresco, so they can profit from economies of scale and count on
reliable production from people with the right expertise.
Financial review 2009
financial review 2009
Business is not a financial science, it’s about trading, buying and selling.
It’s about creating a product or service so good
that people will pay for it.
Anita Roddick
page _ 62 / 63
ContentsFinancial statements 64
Consolidated balance sheet as at December 31, 2009 64
Consolidated income statement 2009 65
Consolidated statement of comprehensive income 2009 66
Consolidated cash flow statement 2009 67
Consolidated statement of changes in equity 2009 68
Notes to the consolidated financial statements 69
1 General 69
2 Significant accounting policies 69
3 Financial risk management 77
4 Notes to the consolidated balance sheet 79
5 Notes to the consolidated income statement 94
6 Supplementary information 98
Company balance sheet as at December 31, 2009 112
Company income statement 2009 113
Notes to the company financial statements 114
1 General 114
2 Significant accounting policies 114
3 Notes to the company balance sheet and income statement 114
Other information 118
Auditor’s report 121
Ten years Refresco 123
Financial review 2009
Consolidated balance sheet As at December 31
2009 2008
EUR’000
noteASSETS
Non-current assets
Property, plant and equipment 4.1 328,807 323,023Intangible assets 4.2 274,859 271,769Other investments 4.3 1,320 370Deferred tax assets 4.4 6,006 9,387Total non-current assets 610,992 604,549
Current assets
Inventories 4.5 92,985 94,028Other investments, including derivatives 4.3 2,541 6,344Current tax assets 2,079 823Trade and other receivables 4.6 176,472 180,853Cash and cash equivalents 4.7 59,742 44,702
333,819 326,750
Assets classified as held for sale 4.8 1,782 1,238Total current assets 335,601 327,988
Total assets 946,593 932,537
EQUITY & LIABILITIES
Equity
Share capital 5,437 5,437Share premium 156,531 156,606Reserves (44,143) (31,659)Profit / (loss) for the year 7,693 (13,783)Total equity attributable to equity holders of the Company 4.9 125,518 116,601
Non-current liabilities
Loans and borrowings 4.10 524,686 524,934Derivatives 6.2 16,281 10,122Employee benefits provisions 4.11 13,068 12,942Other provisions 4.12 525 712Deferred tax liabilities 4.4 22,120 24,508Total non-current liabilities 576,680 573,218
Current liabilities
Bank overdrafts 4.10 1,365 10,858Loans and borrowings 4.10 16,695 16,642Trade and other payables 4.13 226,335 215,218Total current liabilities 244,395 242,718
Total liabilities 821,075 815,936
Total equity and liabilities 946,593 932,537
The notes on pages 79 to 93 are an integral part of these consolidated financial statements.
page _ 64 / 65
Consolidated income statement 2009
2009 2008
EUR’000
noteRevenue 5.1 1,139,574 1,146,082
Other income 5.2 568 0
Raw materials and consumables used (672,588) (697,589)
Employee benefits expense 5.3 (105,947) (99,979)
Depreciation, amortization and impairment expense 5.4 (51,886) (47,511)
Other operating expenses 5.5 (242,017) (243,534)
Operating profit 67,704 57,469
Finance income 5.6 201 2,014
Finance expense 5.6 (56,491) (76,383)
Net finance result (56,290) (74,369)
Profit / (loss) before income tax 11,414 (16,900)
Income tax (expense) / benefit 5.7 (3,721) 3,117
Profit / (loss) 7,693 (13,783)
Attributable to:Equity holders of the Company 4.9 7,693 (13,783)
Profit / (loss) 7,693 (13,783)
The notes on pages 94 to 98 are an integral part of these consolidated financial statements.
Financial review 2009
Consolidated statement of comprehensive income 2009
2009 2008
EUR’000
note
Foreign currency translation differences for foreign operations
4.9 1,299 (5,955)
Other comprehensive income / (loss) 1,299 (5,955)
Profit / (loss) 7,693 (13,783)
Total comprehensive income / (loss) 8,992 (19,738)
Attributable to:Equity holders of the Company 8,992 (19,738)
Total comprehensive income / (loss) 8,992 (19,738)
The notes on page 87 are an integral part of these consolidated financial statements.
page _ 66 / 67
Consolidated cash flow statement 2009
2009 2008
EUR’000
noteCASH FLOWS FROM OPERATING ACTIVITIES
Operating profit 67,704 57,469
Adjustments for:Amortization, depreciation and impairments 4.1+4.2 51,886 47,511(Gain) / loss on sale of property, plant and equipment 4.1 (568) 0Other non cash items 0 1,998Finance income / (expense) 5.6 (37,077) (74,369)Income tax (expense) / benefit 5.7 (3,721) 3,117
Cash flows from operating activities before changes in working capital and provisions
78,224 35,726
Change in:Inventories 4.5 7,817 (8,258)Other investments, including derivatives 4.3 4,295 (1,223)Trade and other receivables 4.6 1,917 (10,193)Trade and other payables 4.13 4,616 28,881Total change in working capital 18,645 9,207Change in other provisions and employee benefits 4.11+4.12 (1,950) (6,326)Net cash generated from operating activities 94,919 38,607
CASH FLOWS FROM INVESTING AND ACQUISITION ACTIVITIES
Proceeds from sale of property, plant and equipment 4.1 3,457 1,083Purchase of property, plant and equipment 4.1 (46,194) (35,958)Purchase of intangible assets 4.2 (2,332) (866)Purchase of other investments 4.3 (949) (48)Acquisition of subsidiary, net of cash acquired 6.1 (10,930) (1,780)Net cash used in investing and acquisition activities (56,948) (37,569)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of share capital 4.9 0 57,043Dividends paid 4.9 (75) 0Proceeds from / (repayment of) subordinated loans 4.10 0 69,212Proceeds from / (repayment of) other loans and borrowings 4.10 (13,548) (97,407)Purchase of minority interest 0 (236)Net cash (used in) from financing activities (13,623) 28,612
Translation adjustment 185 (5,955)Movement in cash and cash equivalents 24,533 23,695
Cash and cash equivalents as at January 1 4.7 33,844 10,149
Cash and cash equivalents as at December 31 4.7 58,377 33,844
The notes on pages 79 to 111 are an integral part of these consolidated financial statements.
Financial review 2009
Consolidated statement of changes in equity 2009
Issuedshare
capitalShare
premium
Trans-lation
reserveOther
reserves
Profit / (loss) for the year
Total equity
EUR’000
January 1, 2008 3,351 101,649 2,676 (2,388) (26,946) 78,342
Effect of adoption of IFRS
0 0 0 954 0 954
January 1, 2008 based on IFRS
3,351 101,649 2,676 (1,434) (26,946) 79,296
Issue of ordinary shares
2,086 54,957 0 0 0 57,043
Profit appropriation 2007
0 0 0 (26,946) 26,946 0
Net recognized income and expense
0 0 (5,955) 0 (5,955)
Profit / (loss) 0 0 0 0 (13,783) (13,783)
December 31, 2008 5,437 156,606 (3,279) (28,380) (13,783) 116,601
January 1, 2009 5,437 156,606 (3,279) (28,380) (13,783) 116,601
Profit appropriation 2008
0 0 0 (13,783) 13,783 0
Dividends to equity holders
0 (75) 0 0 0 (75)
Net recognized income and expense
0 0 1,299 0 1,299
Profit / (loss) 0 0 0 0 7,693 7,693
December 31, 2009 5,437 156,531 (1,980) (42,163) 7,693 125,518
page _ 68 / 69
1 General1. 1 Reporting entity
Refresco Holding B.V. (a private company with limited liability)
is domiciled in the Netherlands, with its registered office at
Stationsweg 4, 3311 JW Dordrecht. The consolidated financial
statements of Refresco Holding B.V. (‘Refresco’ or the ‘Company’)
as at and for the year ended December 31, 2009 comprise the fi-
nancial statements of the Company and its subsidiaries (together
referred to as the ‘Group’ and individually as ‘Group entities’).
The activities of the Group consist of the manufacture of
private label and own brands of fruit juices and soft drinks.
Furthermore the Group operates as a contract manufacturer
for brands. Sales are made both domestically and abroad, the
European Union being the most important market.
1.2 Basis of preparation
Statement of compliance
The consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards
(IFRS) as adopted by the European Union. These are the
Group’s first consolidated financial statements under IFRS,
and IFRS 1 has been applied. An explanation of how the
adoption of IFRS has affected the reported balance sheet and
income statement of the Group is provided in note 6.8.
The consolidated financial statements were authorized for issue
by the Executive Board on March 17, 2010 and will be submit-
ted for adoption to the Annual General Meeting of Shareholders
on March 17, 2010.
Basis of measurement
The consolidated financial statements have been prepared on
the historical cost basis except for derivative financial instru-
ments which are measured at fair value.
Functional and presentation currency
These consolidated financial statements are presented in Euros,
which is the Company’s functional currency. All financial infor-
mation presented in Euros has been rounded to the nearest
thousand, unless stated otherwise.
Use of estimates and judgements
The preparation of financial statements in conformity with IFRS
requires management to make judgements, estimates and
assumptions that affect the application of accounting policies
and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an on-
going basis. Revisions to accounting estimates are recognized
in the period in which the estimates are revised and in any
subsequent periods affected.
Information is provided in the following notes regarding the
areas of estimation and critical judgment used in applying
accounting policies that have the most significant effect on the
amounts recognized in the financial statements:
Note 2.19: Determination of fair values
Note 3: Financial risk management
Note 4.2: Intangible assets
Note 4.4: Deferred tax assets and liabilities
Note 4.11: Employee benefits provision
Note 4.12: Other provisions
2 Significant accounting policiesThe accounting policies set out below have been applied con-
sistently to all periods presented in these consolidated financial
statements, and have been applied consistently by Group entities.
2.1 Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists
when the Group has the power to govern the financial and
operating policies of an entity so as to benefit from its activi-
ties. In assessing control, potential voting rights that currently
are exercisable are taken into account. The financial state-
ments of subsidiaries are included in the consolidated financial
statements from the date on which control commences until
the date on which control ceases. The accounting policies of
subsidiaries have been changed where necessary to align them
with the policies adopted by the Group.
Notes to the consolidated financial statements
Financial review 2009
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealized
income and expenses arising from intra-group transactions, are
eliminated in preparing the consolidated financial statements.
Unrealized losses are eliminated in the same way as unreal-
ized gains, but only to the extent that there is no evidence of
impairment.
2.2 Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated into the
respective functional currencies of Group entities at the
exchange rates at the dates of the transactions. Monetary
assets and liabilities denominated in foreign currencies at the
reporting date are translated into the functional currency at the
exchange rate at that date. The foreign currency gain or loss
on monetary items is the difference between amortized cost in
the functional currency at the beginning of the period, adjusted
for effective interest and payments during the period, and the
amortized cost in foreign currency translated at the exchange
rate at the end of the period. Non-monetary assets and li-
abilities denominated in foreign currencies that are measured
at fair value are retranslated into the functional currency at the
exchange rate at the date that the fair value was determined.
Foreign currency differences arising on translation are recog-
nized in profit or loss, except for differences arising on financial
liabilities designated as a hedge of the net investment in a
foreign operation, which are recognized in the foreign currency
translation reserve (FCTR).
Foreign operations
The assets and liabilities of foreign operations, including good-
will and fair value adjustments arising on acquisition, are trans-
lated into Euros at the exchange rate at the reporting date. The
income and expenses of foreign operations are translated into
Euros at the exchange rates at the dates of the transactions.
Foreign currency differences arising thereon are recognized,
in other comprehensive income, in the FCTR. When a foreign
operation is disposed of, either in part or in full, the associated
cumulative amount in the FCTR is transferred to profit or loss
as an adjustment to the profit or loss on disposal.
Foreign exchange gains and losses arising on a monetary item
receivable from or payable to a foreign operation, the settle-
ment of which is neither planned nor likely in the foreseeable
future, are considered to form part of the net investment in the
foreign operation and are recognized in other comprehensive
income in the FCTR.
Hedge of a net investment in a foreign operation
Translation differences on intra-group long-term loans that
effectively constitute an increase or decrease in a net
investment in a foreign operation are recognized in other
comprehensive income in the reserve for translation
differences.
2.3 Financial instruments
Non-derivative financial instruments
Non-derivative financial instruments comprise investments in
held-to-maturity investments, trade and other receivables, cash
and cash equivalents, loans and borrowings, and trade and
other payables.
Non-derivative financial instruments are recognized initially at
fair value plus, for instruments not at fair value through profit
or loss, any directly attributable transaction costs. Subsequent
to initial recognition, non-derivative financial instruments are
measured as described below.
Cash and cash equivalents comprise cash balances, checks in
transit and call deposits. Bank overdrafts that are repayable
on demand and form an integral part of the cash management
processes are included as a component of cash and cash
equivalents for the purpose of the cash flow statement.
The accounting for finance income and expense is described in
note 2.16.
Held-to-maturity investments
If the Group has the positive intent and ability to hold debt
securities to maturity, the securities are classified as held-
to-maturity. Held-to-maturity investments are measured at
page _ 70 / 71
amortized cost, using the effective interest method, less any
impairment losses.
Derivative financial instruments
The Group holds derivative financial instruments to hedge its
foreign currency and interest rate risk exposures. Derivatives
are recognized initially at fair value and attributable transaction
costs are recognized in profit or loss when incurred. Subse-
quent to initial recognition, the derivatives are measured at fair
value. All changes in its fair value are recognized immediately in
profit or loss. Where the financial instruments are held to hedge
foreign currency purchases of raw materials and consumables,
the changes are included in raw materials and consumables
used. Where the instruments are held to hedge interest rate
risk exposure, the changes are included in finance income and
expense.
2.4 Share capital
Ordinary share capital
Ordinary share capital is classified as equity. Incremental costs
directly attributable to the issue of ordinary shares and share
options are recognized as a deduction from equity, net of any tax
effects.
Preference share capital
Preference share capital is classified as equity if it is non-re-
deemable, or redeemable only at the Company’s option, and any
dividends are discretionary. Dividends thereon are recognized
as distributions within equity upon approval by the General
Meeting of Shareholders.
2.5 Property, plant and equipment
Recognition and measurement
Items of property, plant and equipment are measured at cost
less accumulated depreciation and accumulated impairment
losses. Cost includes expenditure that is directly attributable to
the acquisition of the asset. The cost of self-constructed assets
includes the cost of materials and direct labor, any other costs
directly attributable to bringing the assets to a condition suit-
able for their intended use, and the costs of dismantling and
removing the items and restoring of the site on which they are
located. Borrowing costs that are directly attributable to the
acquisition or construction of a qualifying asset are recognized
in profit and loss when incurred.
When elements of an item of property, plant and equipment
have different useful lives, they are accounted for as separate
items (major components) of property, plant and equipment.
Gains and losses on disposal of an item of property, plant and
equipment are determined by comparing the net proceeds of
disposal with the carrying amount and are recognized on a net
basis in other income in profit or loss.
Subsequent costs
The cost of replacing part of an item of property, plant and
equipment is recognized in the carrying amount of the item
if it is probable that the future economic benefits embodied
within the part will flow to the Group and its cost can be
measured reliably, the carrying amount of the replaced part
is derecognized. The costs of the day-to-day maintenance of
property, plant and equipment are recognized in profit or loss
as incurred.
Depreciation
Depreciation is recognized in profit or loss on a straight-line
basis over the estimated useful lives of each element of an
item of property, plant and equipment. Land is not depreciated.
The estimated useful lives for the current and comparative
periods are as follows:
Buildings : 25 years
Machinery and equipment : 5-10 years
Other fixed assets : 3-10 years
Depreciation methods, useful lives and residual values are
reviewed at each reporting date.
Financial review 2009
2.6 Intangible assets
Goodwill
Goodwill arises on the acquisition of subsidiaries, associates
and jointly controlled entities.
As part of the adoption of IFRS, the Group elected not to restate
business combinations that occurred prior to the January 1,
2008 transition date. In respect of acquisitions prior to January
1, 2008, goodwill represents the amount recognized under the
previous accounting framework of the Group, Dutch GAAP.
For acquisitions on or after January 1, 2008, goodwill repre-
sents the excess of the cost of the acquisition over the interest
in the net fair value of the identifiable assets, liabilities and
contingent liabilities of the company acquired. When the excess
is negative (negative goodwill), it is recognized immediately in
profit or loss.
Goodwill is measured at cost less accumulated impairment
losses.
Other intangibles
Other intangibles consist of software. Software acquired by
the Group is measured at cost less accumulated amortization
and accumulated impairment losses. Subsequent expenditure
is capitalized only to the extent that it increases the future
economic benefits embodied in the specific asset to which it
relates. All other expenditure, including expenditure on inter-
nally generated goodwill and brands, is recognized in profit or
loss as incurred.
Amortization is recognized in the income statement on a
straight-line basis over the estimated useful lives, generally
3 years.
2.7 Leased assets
Leases in terms of which the Group assumes substantially
all the risks and rewards of ownership are classified as finance
leases. Upon initial recognition, the leased asset is measured
at an amount equal to the lower of its fair value and the pres-
ent value of the minimum lease payments. Subsequent to initial
recognition, the asset is accounted for in accordance with the
accounting policy applicable to that asset.
Other leases are operating leases and are not recognized on
the consolidated balance sheet.
2.8 Inventories
Inventories are measured at the lower of cost and net realiz-
able value. The cost of inventories is based on the first-in first-
out method, and includes expenditure incurred in acquiring the
inventories, production and conversion costs and other costs
incurred in bringing them to their existing location and condi-
tion. The cost of finished goods and work in progress includes
an appropriate share of production overheads based on normal
operating capacity. Net realizable value is the estimated selling
price in the ordinary course of business, less the estimated
costs of completion and selling expenses.
2.9 Impairment
Financial assets
Financial assets are assessed at each reporting date to
determine whether there is any objective evidence that it is
impaired.
A financial asset is considered to be impaired if objective evi-
dence indicates that one or more events have had a negative
effect on the estimated future cash flows of the asset.
Impairment losses in respect of financial assets measured at
amortized cost are calculated as the difference between the
carrying amounts and present values of the estimated future
cash flows discounted at the original effective interest rate.
An impairment loss in respect of an available-for-sale financial
asset is measured by reference to its fair value.
Individually significant financial assets are tested for impair-
ment on an individual basis. The remaining financial assets are
assessed collectively in groups that share similar credit risk
characteristics. Impairment losses are recognized in profit or
loss. An impairment loss is reversed if the reversal can be relat-
ed objectively to an event occurring after the impairment loss
was recognized. For financial assets measured at amortized
cost the reversal is recognized in profit or loss.
page _ 72 / 73
Non-financial assets
The carrying amounts of non-financial assets, other than inven-
tories and deferred tax assets, are reviewed at each reporting
date to determine whether there is any indication of impair-
ment. If any such indication exists, then the asset’s recoverable
amount is estimated. For goodwill and intangible assets that
have indefinite lives or that are not yet available for use, the
recoverable amount is estimated annually.
The recoverable amount of an asset or cash-generating unit is
the greater of its value in use and its fair value less costs to
sell. 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. For the purpose of
impairment testing, assets are grouped at the lowest levels for
which there are separately identifiable cash flows from continu-
ing use that are largely independent of the cash flows of other
assets or groups of assets (the “cash-generating units”). For the
purpose of impairment testing, the goodwill acquired in a busi-
ness combination is allocated to cash-generating units that are
expected to benefit from the synergies of the combination.
An impairment loss is recognized if the carrying amount of
an asset or its cash-generating unit exceeds its estimated
recoverable amount. Impairment losses are recognized in profit
or loss. Impairment losses recognized in respect of cash-gener-
ating units are allocated first to reduce the carrying amount of
any goodwill allocated to the units and then to reduce the car-
rying amount of the other assets in the unit (or group of units)
on a pro rata basis.
An impairment loss in respect of goodwill is not reversed.
In respect of other assets, impairment losses recognized in
prior periods are assessed at each reporting date for indica-
tions that the loss has decreased or no longer exists.
An impairment loss is reversed if there has been a change in
the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the
asset’s carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation or amor-
tization, if no impairment loss had been recognized.
2.10 Assets classified as held for sale
Non-current assets (or disposal groups) are classified as assets
held for sale when their carrying amount is to be recovered
principally through a sale transaction and a sale is considered
highly probable. Immediately before classification as held
for sale, the assets are re-measured in accordance with the
accounting policies of the Group. Thereafter the assets are
generally measured at the lower of their carrying amount and
fair value less costs to sell. Impairment losses on initial clas-
sification as held for sale and subsequent gains or losses on
re-measurement are recognized in profit or loss. Gains are not
recognized in excess of any cumulative impairment loss.
2.11 Employee benefits
Defined contribution plans
A defined contribution plan is a post-employment benefit plan
under which an entity pays fixed contributions into a separate
entity with no legal or constructive obligation to pay further
amounts. Obligations for contributions to defined contribution
pension plans are recognized as an employee benefits expense
in profit or loss when they are due. Prepaid contributions are
recognized as an asset to the extent that a cash refund or a
reduction in future payments is available.
Defined benefit plans
A defined benefit plan is a post-employment benefit plan other
than a defined contribution plan. The net obligation in respect
of defined benefit pension plans is calculated separately for
each plan by estimating the amount of future benefit that
employees have earned in return for their service in the current
and prior periods; that benefit is discounted to determine its
present value. Any unrecognized past service costs and the
fair value of any plan assets are deducted. The discount rate
is the yield at the reporting date on AA credit-rated bonds
that have maturity dates approximating the terms of the
obligations and that are denominated in the same currency
in which the benefits are expected to be paid. The calculation
is performed annually by a qualified actuary using the project-
ed unit credit method. When the calculation results in a benefit
Financial review 2009
to the Group, the asset recognized is limited to the total of
any unrecognized past service costs and the present value of
any economic benefits available in the form of future refunds
from the plan or reductions in future contributions to the plan.
An economic benefit is available to the Group if it is realiz-
able during the life of the plan or on settlement of the plan
liabilities.
When the benefits of a plan are improved, the portion of the
increased benefit relating to past service by employees is
recognized in profit or loss on a straight-line basis over the
average period until the benefits become vested. To the extent
that the benefits vest immediately, the expense is recognized
immediately in profit or loss.
Cumulative unrecognized actuarial gains and losses arising
from changes in actuarial assumptions exceeding 10% of the
greater of the defined benefit obligation and the fair value of
the plan assets are recognized in profit or loss over the expect-
ed average future service years of the employees participating
in the plan (the corridor approach).
Multi employer plans
The Group also facilitates multi employer plans, in which vari-
ous employers contribute to one central pension union.
In accordance with IAS 19, as the pension union managing the
plan is not able to provide the Group with sufficient informa-
tion to enable the Group to account for the plan as a defined
benefit plan, the Group accounts for its multi employer defined
benefit plan as if it were a defined contribution plan.
Other long-term employee benefits
The net obligation in respect of long-term employee benefits
other than pension plans is the amount of future benefit that
employees have earned in return for their service in the cur-
rent and prior periods; that benefit is discounted to determine
its present value, and the fair value of any related assets is
deducted. The discount rate is the yield at the reporting date
on AA credit-rated bonds that have maturity dates approximat-
ing the terms of the obligations of the Group. The calculation
is performed using the projected unit credit method. Actuarial
gains or losses are recognized in profit or loss in the period in
which they arise.
Termination benefits
Termination benefits are recognized as an expense when the
Group is demonstrably committed, without realistic possibility of
withdrawal, to a formal detailed plan to either terminate employ-
ment before the normal retirement date or to provide termina-
tion benefits as a result of an offer made to encourage voluntary
redundancy. Termination benefits for voluntary redundancies are
recognized as an expense if the Group has made an offer of vol-
untary redundancy, it is probable that the offer will be accepted,
and the number of acceptances can be reliably estimated.
Short-term benefits
Short-term employee benefit obligations are measured on an
undiscounted basis and are expensed as the related service is
provided.
A liability is recognized for the amount expected to be paid un-
der short-term cash bonus or profit-sharing plans if the Group
has a legal or constructive obligation to pay this amount as a
result of past service provided by the employee and the obliga-
tion can be reliably estimated.
2.12 Provisions
A provision is recognized if, as a result of a past event, the
Group has a legal or constructive obligation that can be reliably
estimated and it is probable that an outflow of economic ben-
efits will be required to settle the obligation. 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 the risks specific to the liability.
Restructuring
A provision for restructuring is recognized when the Group has
approved a detailed and formal restructuring plan, and the re-
structuring has either commenced or been publicly announced.
Future operating costs are not provided for.
page _ 74 / 75
2.13 Revenue
Products sold
Revenue from the sale of products is measured at the fair value
of the consideration received or receivable, net of returns,
trade discounts and volume rebates. Revenue is recognized
when the significant risks and rewards of ownership have
been transferred to the buyer, recovery of the consideration is
probable, the associated costs and possible return of goods
can be estimated reliably, there is no continuing management
involvement with the goods, and the amount of revenue can be
measured reliably.
Contract manufacturing
Contract manufacturing consists of the provision of manufac-
turing services and sale of the resultant product. The nature
and the risk profile of the contract with the customer is key in
determining whether the Group is providing a manufacturing
service or is selling a product.
Where the Group acts solely as a co-packer of products on
behalf of the customer and the risk profile and compensation
for the Group relates to the manufacturing activity, only the
revenue related to the rendering of manufacturing services is
recognized.
2.14 Government grants
Government grants are recognized at their fair value when it is
reasonably assured that the Group will comply with the condi-
tions attaching to them and that the grants will be received.
Government grants relating to property, plant and equipment
are deducted from the carrying amount of the asset.
Government grants relating to period costs are deferred and
recognized in the income statement over the period necessary to
match them with the costs they are intended to compensate.
2.15 Lease payments
Payments made under operating leases are recognized in profit
or loss on a straight-line basis over the term of the lease.
Lease incentives received are recognized, as an integral part of
the total lease expense, over the term of the lease. Minimum
lease payments made under finance leases are apportioned be-
tween the finance expense and the reduction of the outstand-
ing liability. The finance expense is allocated to each period
of the lease term so as to produce a constant periodic rate of
interest on the remaining balance of the liability. Contingent
lease payments are accounted for by revising the minimum
lease payments over the remaining term of the lease when the
lease adjustment is confirmed.
2.16 Finance income and expense
Finance income comprises interest income on bank deposits and
gains on hedging instruments that are recognized in profit or
loss. Interest income is recognized in profit or loss as it accrues,
using the effective interest method. Finance expense comprises
interest expense on borrowings, the unwinding of discount on
provisions and profit and losses on interest hedging instruments
that are recognized in profit or loss.
2.17 Income tax
Income tax expense comprises current and deferred tax.
Income tax expense is recognized in profit or loss except to the
extent that it relates to items recognized in other comprehen-
sive income in which case the income tax expense is recog-
nized in equity.
Current tax is the income tax expected to be payable on the
taxable profit for the year, using tax rates enacted or substan-
tively enacted at the reporting date, together with any adjust-
ment to tax payable in respect of previous years.
Deferred tax is recognized using the balance sheet method,
providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purpos-
es and the amounts used for taxation purposes. In addition,
deferred tax is not recognized arising on the initial recognition
of goodwill. Deferred tax is measured at the tax rates that are
expected to be applied to temporary differences in the report-
ing period they reverse, based on the laws that have been
enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset:
Financial review 2009
if there is a legally enforceable right to offset current tax
liabilities and assets, and
they relate to income taxes levied by the same tax au-
thority on the same taxable entity or on different taxable
entities which intend to settle current tax liabilities and
assets on a net basis or the tax assets and liabilities of
which will be realized simultaneously.
A deferred tax asset is recognized to the extent that it is prob-
able that future taxable profits will be available against which
the temporary difference can be utilized. Deferred tax assets
are reviewed at each reporting date and are reduced to the
extent that it is no longer probable that the related tax benefit
will be realized.
2.18 New standards and interpretations not yet adopted
A number of new standards, amendments to standards and
interpretations are not yet effective for the year ended
December 31, 2009 and have not been applied in preparing
these consolidated financial statements. Other than Revised
IFRS 3, the new and amended standards are not expected to
have a significant impact on the consolidated financial state-
ments of the Group.
Revised IFRS 3 Business Combinations (2008) establishes a fair
value measurement principle for recognizing and measuring
all assets acquired and liabilities assumed, including contin-
gent consideration, in a business combination. Revised IFRS 3
introduces the term non-controlling interest (formerly minority
interest) and permits an acquirer to recognize non-controlling
interests at its either proportionate interest in the fair value
of the identifiable assets and liabilities of the acquiree or at
fair value. The revised standard also modifies the definition of
a business combination to focus on control, and modifies the
definition of a business to clarify that it can include a set of
activities and assets which, while not currently being operated
as a business, is capable of operating as a business. It incorpo-
rates the following changes that are likely to be relevant to the
operations of the Group:
The definition of a business has been broadened, which
is likely to result in more acquisitions being treated as
business combinations.
Contingent consideration will be measured at fair value,
with subsequent changes therein being recognized in
profit or loss.
Transaction costs, other than share and debt issue costs,
will be expensed as incurred.
Any pre-existing interest in the company acquired will be
measured at fair value with the gain or loss being recog-
nized in profit or loss.
Any non-controlling (minority) interest will be measured
either at fair value or at its proportionate interest in the
identifiable assets and liabilities of the company ac-
quired, on a transaction-by-transaction basis.
Revised IFRS 3, which becomes mandatory for the 2010 consoli-
dated financial statements, will be applied prospectively and
there will therefore be no impact on prior periods in the 2010
consolidated financial statements.
2.19 Determination of fair values
A number of the accounting policies and disclosures require the
determination of fair value, for both financial and non-financial
assets and liabilities. Fair values have been determined
for measurement and/or disclosure purposes based on the
methods set out below. Where applicable further information
regarding the assumptions made in determining fair values is
disclosed in the notes specific to that asset or liability.
Property, plant and equipment
The fair value of property, plant and equipment recognized as a
result of a business combination is based on market values.
The market value of property is the estimated amount for
which a property would likely be exchanged on the date of
valuation between a willing buyer and a willing seller in an
arm’s length transaction after proper marketing wherein the
parties had each acted knowledgeably, prudently and without
compulsion. The market value of items of machinery & equip-
page _ 76 / 77
ment and other fixed assets is based on the quoted market
prices for similar items.
Other intangible assets
The fair value of other intangible assets is based on the dis-
counted cash flows expected to be derived from the use and
eventual sale of these assets.
Inventories
The fair value of inventories acquired in a business combina-
tion is determined based on the estimated selling price in the
ordinary course of business less the estimated costs of comple-
tion and sale and less a reasonable profit margin based on the
effort required to complete and sell the inventories.
Trade and other receivables
The fair value of trade and other receivables is based on the
present value of future cash flows, discounted at the market
rate of interest at the reporting date.
Derivatives
The fair value of forward currency contracts is based on their
listed market price, if available. If a listed market price is not
available, then fair value is estimated by discounting the dif-
ference between the contract forward price and the current
forward price for the residual maturity of the contract using a
risk-free interest rate (based on government bonds).
The fair value of interest rate swaps is based on broker quotes.
These quotes are tested for reasonableness by discounting
estimated future cash flows based on the terms and maturity
of each contract and using market interest rates for a similar
instrument at the measurement date.
Non-derivative financial liabilities
Fair value for disclosure purposes is based on the present value
of future principal and interest cash flows, discounted at the
market rate of interest at the reporting date. In respect of the
liability component of convertible notes, the market rate of inter-
est is determined by reference to similar liabilities that do not
have a conversion option. For finance leases the market rate of
interest is determined by reference to similar lease agreements.
3 Financial risk management 3.1 Overview
The Group has exposure to the following risks as regards its
use of financial instruments:
Credit risk
Liquidity risk
Market risk
This note provides information regarding the exposure of the
Group to each of the above risks, the objectives, policies and
processes for measuring and managing risk, and the manage-
ment of capital. Further quantitative disclosures are included
throughout these consolidated financial statements.
The Executive Board has the responsibility for the establishment
and oversight of the risk management framework of the Group.
Risk management policies of the Group are established to
identify and analyze the risks faced by the Group, to set ap-
propriate risk limits and controls, and to monitor risks and
adherence to limits. Risk management policies and systems are
reviewed regularly to reflect changes in market conditions and
in the activities of the Group. Through its training program and
its management standards and procedures, the Group aims to
develop a disciplined and constructive control environment in
which all employees understand their roles and responsibilities.
The Supervisory Board oversees management’s monitoring of
compliance with the risk management policies and procedures
of the Group and it reviews the adequacy of the risk manage-
ment framework in relation to the risks faced by the Group.
3.2 Credit risk
Credit risk represents the risk that counter parties fail to meet
their contractual obligations, and arises principally in the
receivables from customers, cash and cash equivalents,
derivative financial instruments and deposits with banks and
financial institutions. The Group does not have any significant
Financial review 2009
concentration of credit risk. In order to reduce the exposure
to credit risk, the Group carries out ongoing credit evaluations
of the financial position of customers but generally does not
require collateral. Use is made of a combination of independent
ratings and risk controls to assess the credit quality of the
customer, taking into account its financial position, past experi-
ence and other factors. Sales are subject to payment conditions
which are common practice in each country. The banks and
financial institutions used as counterparty for holding cash and
cash equivalents and deposits and in derivative transactions
can be classified as high credit quality financial institutions
(minimal: A rating).
The Group has policies that limit the amount of credit exposure
to individual financial institutions. Management believes that
the likelihood of losses arising from credit risk is remote par-
ticularly in the light of the diversification of activities.
3.3 Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet
its financial obligations as they fall due. The approach of the
Group to managing liquidity risk is to ensure, as far as pos-
sible, that it always has sufficient liquidity to meet its liabilities
when due, under both normal and more extreme conditions,
without incurring unacceptable losses or risking damage to the
reputation of the Group.
The Group has a clear focus on financing long-term growth as
well as current operations. Strong cost and cash management
and controls over working capital and capital expenditure pro-
posals are in place to ensure effective and efficient allocation
of financial resources.
3.4 Market risk
Currency risk
The Group is exposed to currency risk mainly on purchases
denominated in USD. At any point in time the Group hedges
80 to 100 percent of its estimated foreign currency exposure
on forecasted purchases for the following 12 months. The
Group uses currency option contracts and forward exchange
contracts to hedge its currency risks, most of which have a
maturity date of less than one year from the reporting date.
Where necessary, forward exchange contracts are rolled over
on maturity.
In respect of other monetary assets and liabilities denominated
in foreign currencies, the Group ensures that its net exposure
is kept to an acceptable level by buying or selling foreign
currencies at spot rates, as necessary, to address short-term
imbalances.
The Group’s investment in its UK subsidiaries is hedged by a
GBP secured bank loan, which mitigates the currency risk
arising from the subsidiary’s net assets. The investments in
other subsidiaries are not hedged.
Interest rate risk
The Group is exposed to interest rate risk on interest-bearing
long-term and current liabilities. The Group is exposed to the
effects of variable interest rates on receivables and liabilities.
On fixed interest receivables and liabilities, it is exposed to
market value fluctuations.
For certain long-term interest liabilities to financial institutions,
the Group has entered into interest rate swap agreements
through which the Group effectively pays at fixed interest rates
for certain long-term interest liabilities.
3.5 Capital management
There were no changes in the approach of the Group to capital
management during the year. The policy is to maintain a
sufficient capital base so as to maintain investor, creditor
and market confidence and to sustain future development
of the business. The Executive Board monitors the capital
employed, which consists of the capital in property, plant and
equipment, as well the net working capital. Furthermore, the
Group monitors its cash positions, both actual and forecasted,
on a monthly basis.
Neither the Company nor any of its subsidiaries are subject to
externally imposed capital requirements.
page _ 78 / 79
4 Notes to the consolidated balance sheet4.1 Property, plant and equipment
The composition and changes were as follows:
Land and buildings
Machinery and
equipmentOther fixed
assetsUnder
construction Total
EUR’000
noteCOST
January 1, 2008 180,190 186,543 7,104 8,109 381,946Additions 6,281 23,370 886 5,421 35,958
Acquisitions through business combinations
5,009 4,800 0 0 9,809
Transfer to assets held for sale
4.8 (863) 0 0 0 (863)
Disposals 0 (5,140) (798) (361) (6,299)
Effect of movements in exchange rates
(1,774) (3,525) (161) (258) (5,718)
December 31, 2008 188,843 206,048 7,031 12,911 414,833
January 1, 2009 188,843 206,048 7,031 12,911 414,833Additions 2,259 22,819 3,296 17,813 46,187
Acquisitions through business combinations
6.1 11,574 10,390 0 191 22,155
Transfer to assets held for sale
4.8 (4,820) 0 0 0 (4,820)
Disposals (1,683) (23,710) (1,030) (1,833) (28,256)
Effect of movements in exchange rates
347 778 56 15 1,196
December 31, 2009 196,520 216,325 9,353 29,097 451,295
Financial review 2009
Land and buildings
Machinery and
equipmentOther fixed
assetsUnder
construction Total
EUR’000
note
DEPRECIATION AND IMPAIRMENT LOSSES
January 1, 2008 (13,905) (37,753) (409) 0 (52,067)Depreciation for the year 5.4 (5,931) (37,817) (792) 0 (44,540)Impairment losses 5.4 (756) (1,574) 0 0 (2,330)Disposals 0 4,436 780 0 5,216
Effect of movements in exchange rates
412 1,416 83 1,911
December 31, 2008 (20,180) (71,292) (338) 0 (91,810)
January 1, 2009 (20,180) (71,292) (338) 0 (91,810)Depreciation for the year 5.4 (6,565) (39,193) (1,292) 0 (47,050)Impairment losses 5.4 (347) (1,173) 0 0 (1,520)
Acquisitions through business combinations
6.1 (4,655) (5,010) 0 0 (9,665)
Transfer to assets held for sale
4.8 1,781 0 0 0 1,781
Disposals 1,155 24,291 842 0 26,288
Effect of movements in exchange rates
(94) (389) (29) 0 (512)
December 31, 2009 (28,905) (92,766) (817) 0 (122,488)
CARRYING AMOUNTS
January 1, 2008 166,285 148,790 6,695 8,109 329,879
December 31, 2008 168,663 134,756 6,693 12,911 323,023
December 31, 2009 167,615 123,559 8,536 29,097 328,807
page _ 80 / 81
The current fair market value of property, plant and equipment
is not materially different from the net book value.
For the purpose of the acquisition of the Group by its current
shareholders in May 2006, a valuation was made by an inde-
pendent appraiser.
For all acquisitions after 2006, property, plant and equipment
was re-stated to fair market value based on valuation reports,
and the depreciation terms have been brought in line with the
company’s policies.
Impairment losses
In 2008 and 2009, the impairments recognized were related to
property, plant and equipment in Germany, Poland and Spain.
Financial leases
The Group leases a warehouse and production equipment
under a number of finance lease agreements secured on the
underlying leased assets (see note 4.10).
At December 31, 2009, the carrying amount of leased plant and
machinery was EUR 14,104,000 (2008: EUR 18,329,000).
Security
Securities for the redemption of amounts payable to banks
have been given as follows:
First priority mortgage on the real estate in
The Netherlands and Germany.
Pledge of all property, plant and equipment.
Property, plant and equipment under construction
Property, plant and equipment under construction relates
mainly to expansion of production and warehouse facilities in
the Netherlands, France, the UK and Germany. After construc-
tion is complete, the assets are reclassified to the applicable
property, plant and equipment category.
Financial review 2009
4.2 Intangible assets
The composition and changes were as follows:
Goodwill Software Total
EUR’000
noteCOST
January 1, 2008 272,604 3,006 275,610Acquisitions through business combinations 6.1 2,709 0 2,709Additions at cost 0 866 866Disposals at cost 0 (10) (10)Effect of movements in exchange rates (5,478) 0 (5,478)December 31, 2008 269,835 3,862 273,697
January 1, 2009 269,835 3,862 273,697Acquisitions through business combinations 6.1 1,423 557 1,980Additions at cost 0 2,344 2,344Disposals at cost 0 (268) (268)Effect of movements in exchange rates 1,050 0 1,050December 31, 2009 272,308 6,495 278,803
AMORTIzATION AND IMPAIRMENT LOSSES
January 1, 2008 0 (1,287) (1,287)Amortization for the year 5.4 0 (641) (641)December 31, 2008 0 (1,928) (1,928)
January 1, 2009 0 (1,928) (1,928)Acquisitions through business combinations 6.1 0 (497) (497)Amortization for the year 5.4 0 (697) (697)Impairment losses 5.4 (975) (7) (982)Disposals 0 160 160December 31, 2009 (975) (2,969) (3,944)
CARRYING AMOUNTS
January 1, 2008 272,604 1,719 274,323
December 31, 2008 269,835 1,934 271,769
December 31, 2009 271,333 3,526 274,859
Amortization and impairment charge
Amortization and impairment losses are recognized in depreciation, amortization and impairment expense
in the income statement.
page _ 82 / 83
Impairment testing for cash-generating units containing goodwill
For the purpose of impairment testing, goodwill is allocated to the business units of the Group, being the lowest
level within the Group at which goodwill is monitored for internal management purposes.
The aggregate carrying amounts of goodwill allocated to each unit are as follows:
2009 2008
EUR’000
Refresco Benelux 93,716 92,293Refresco France 65,910 65,910Refresco Germany 39,859 39,859Refresco Iberia 35,716 35,716Refresco Poland 12,796 13,553Refresco UK 12,022 11,190Refresco Scandinavia 11,314 11,314
271,333 269,835
The recoverable amounts of the cash-generating units are based on value-in-use calculations.
Value-in-use was determined by discounting the future pre-tax cash flows generated from the continuing use of the
unit using a pre-tax discount rate and was based on the following key assumptions:
Cash flows were projected based on the current operating results and the 3-year business plan. Future cash
flows were extrapolated using a growth rate which is based on the growth expectations of the private label
segment in the total local market. These growth expectations are retrieved from researches from independent
external sources. Management believes that this forecast period was appropriate to the long-term nature of
the business.
A pre-tax discount rate of 10% was applied in determining the recoverable amount of the units. This rate was
based on a weighted average cost of capital applicable to the industry.
The values assigned to the key assumptions represent management’s assessment of future trends in the industry
and are based on both external and internal sources (historical data). With the exception for Poland, the recover-
able amounts of the units were determined to be higher than their carrying values and accordingly no impairment
charges have been recognized. The impairment of EUR 975,000 in Poland is mainly caused by a reduced expected
growth of our activities in the local market.
Sensivityanalysis
If the undiscounted cash flow per cash-generating unit had been 10% lower than management’s estimates, that
would have led to an additional reduction in Poland of the book value of goodwill by EUR 4.1 million at December
31, 2009. If the estimated pre-tax discount rate applied to calculate the present value of future cash flows had been
one percentage point higher than management’s estimates, then that would have led to an additional reduction of
the book value of goodwill in Poland by EUR 4.7 million at December 31, 2009.
Financial review 2009
4.3 Other investments
Non-current investments
The composition as at December 31 was as follows:
2009 2008
EUR’000
noteSecurities and bonds 6.2 1,320 370
1,320 370
Current investments
The composition as at December 31 was as follows:
2009 2008
EUR’000
noteDerivatives used for hedging 6.2 2,541 6,344
2,541 6,344
The exposure to credit, currency and interest rate risks related to other investments is disclosed in notes 3 and 6.2.
4.4 Deferred tax assets and liabilities
Deferred tax assets and liabilities arise on the following:
Assets Liabilities Net2009 2008 2009 2008 2009 2008
EUR’000
Property, plant and equipment
1,407 416 (30,666) (32,230) (29,259) (31,814)
Intangible assets 2,731 2,593 (1,149) (1,199) 1,582 1,394Inventories 437 360 (26) (66) 411 294
Trade and other receivables
1,443 1,246 (336) (311) 1,107 935
Loans and borrowings 4,324 3,786 (1,251) (602) 3,073 3,184Derivatives 3,861 1,706 0 0 3,861 1,706
Employee benefits provision
391 938 0 (168) 391 770
Other provisions 271 42 (1,058) (1,487) (787) (1,445)Current liabilities 950 2,259 (3,449) (1,791) (2,499) 468Deferred tax assets / (liabilities)
15,815 13,346 (37,935) (37,854) (22,120) (24,508)
Tax loss carry-forwards
6,006 9,387
Net Tax assets / (liabilities) (16,114) (15,121)
page _ 84 / 85
Movement in temporary differences 2008
January 1, 2008
Recognized in profit or
loss
Recognized in
equity
Acquired inbusiness
combinations
Effect of movement
in exchange rates
December 31, 2008
EUR’000
Property, plant and equipment
(30,091) 2,288 (1,020) (3,230) 239 (31,814)
Intangible assets 1,705 (311) 0 0 0 1,394Inventories 82 208 0 0 4 294
Trade and other receivables
1,253 (335) 0 0 17 935
Loans and borrowings (20) 1,281 0 1,961 (38) 3,184Derivatives (915) 2,621 0 1,706
Employee benefits provision
749 21 0 0 0 770
Other provisions (1,766) 324 0 0 (3) (1,445)Current liabilities (556) 766 0 297 (39) 468Deferred tax assets / (liabilities)
(29,559) 6,863 (1,020) (972) 180 (24,508)
Tax loss carry-forwards
12,031 (2,479) 0 0 (165) 9,387
Net tax assets / (liabilities)
(17,528) 4,384 (1,020) (972) 15 (15,121)
Movement in temporary differences 2009
January 1, 2009
Recognized in profit or
loss
Acquired inbusiness
combinations
Effect of movement
in exchange rates
December 31, 2009
EUR’000
Property, plant and equipment (31,814) 4,479 (1,890) (34) (29,259)Intangible assets 1,394 188 0 0 1,582Inventories 294 416 (299) 0 411Trade and other receivables 935 177 0 (5) 1,107Loans and borrowings 3,184 (113) 0 2 3,073Derivatives 1,706 2,155 0 0 3,861Employee benefits provision 770 (378) 0 (1) 391Other provisions (1,445) 168 489 1 (787)Current liabilities 468 (3,085) 105 13 (2,499)Deferred tax assets / (liabilities) (24,508) 4,007 (1,595) (24) (22.120)
Tax loss carry-forwards 9,387 (3,432) 0 51 6,006
Net tax assets / (liabilities) (15,121) 575 (1,595) 27 (16,114)
Financial review 2009
Tax losses carry-forwards
The Group has losses carry-forwards for an amount of EUR 7,322,000 (2008: EUR 10,058,000) as
per December 31, 2009, which expire in the following years:
2009 2008
EUR’000
2009 - 2013 0 02014 323 323After 2014 but not unlimited 3,125 5,257Unlimited 3,874 4,478
7,322 10,058
Recognized as deferred tax assets (net) 6,006 9,387 Not recognized 1,316 671
4.5 Inventories
The composition as at December 31 was as follows:
2009 2008
EUR’000
Stock of raw materials and consumables 46,635 44,050Stock of finished goods 46,350 49,978
92,985 94,028
Stocks are impaired for obsolescence by EUR 3,968,000 (2008: EUR 3,771,000).
4.6 Trade and other receivables
The composition as at December 31 was as follows:
2009 2008
EUR’000
noteTrade receivables 154,621 157,784Other receivables, prepayments and accrued income 12,996 11,585Other taxes and social security premiums 8,855 11,484
6.2 176,472 180,853
Non-current 0 0Current 176,472 180,853
The exposure to credit and currency risks and impairment losses related to trade and other receivables is
disclosed in note 6.2.
page _ 86 / 87
4.7 Cash and cash equivalents
The composition as at December 31 was as follows:
2009 2008
EUR’000
noteBank balances 20,742 27,702Deposits 39,000 17,000Cash and cash equivalents 6.2 59,742 44,702
Bank overdrafts 4.10 (1,365) (10,858)
Cash and cash equivalents in the statement of cash flows 58,377 33,844
The full amount of bank balances is available on demand. The term of the deposits is less than 3 months.
The exposure to interest rate risk and the sensitivity analysis for financial assets and liabilities are disclosed in note 6.2
4.8 Assets classified as held for sale
Manufacturing facilities, as well as some machinery and equipment in Germany and Poland, have been classified
as assets held for sale following the decision by the management to sell these assets. Efforts to sell the assets are
in progress and a sale is expected within normal market terms for such assets. During 2009, assets held for sale in
France have been sold. Valuation is based on latest market information.
2009 2008
EUR’000
Assets classified as held for sale as at January 1 1,238 437Transfer from property, plant and equipment 3,039 863Impairment on transferred assets (1,637) 0Assets sold (863) 0Effect of movements in exchange rates 5 (62)
1,782 1,238
4.9 Capital and reserves
A detailed overview of equity is provided in the consolidated statement of changes in equity 2009.
In 2009, the Group paid a dividend of EUR 75,000 from the share premium to Okil Holding B.V. and Godetia II B.V.
For the year 2009, the Executive Board proposes not to declare any dividend.
Redeemable preference shares
The rights of redeemable preference shareholders are disclosed in note 3.2 to the company financial statements.
4.10 Loans and borrowings
The interest-bearing loans and borrowings are recognized at amortized cost. The exposure to interest rate,
foreign currency and liquidity risks is disclosed in note 6.2.
Financial review 2009
Non-current liabilities
The composition as at December 31 was as follows:
2009 2008
EUR’000
Syndicated bank loans 296,697 311,200Subordinated bank loans 218,182 199,927Finance lease liabilities 9,807 13,807
524,686 524,934
Current liabilities
The composition as at December 31 was as follows:
2009 2008
EUR’000
noteCurrent portion of syndicated bank loans 11,779 10,180Current portion of finance lease liabilities 4,297 4,522Other bank loans 619 1,940
16,695 16,642
Bank overdrafts 4.7 1,365 10,858
18,060 27,500
The terms and conditions of the outstanding loans are as follows:
Currency
Nominal interest
rateYear of
maturityFace value
2009
Carrying amount
2009Face value
2008
Carrying amount
2008
EUR’000 %
Syndicated and other bank loans
EUR 1.9-6.3 2013-2015 310,962 309,095 325,695 323,320
Subordinated bank loans
EUR 9.9-16.4 2016-2017 187,380 218,182 187,380 199,927
Finance lease liabilities
EUR Various Various 14,104 14,104 18,329 18,329
Bank overdrafts
EUR 1.0-2.0 2010 1,365 1,365 10,858 10,858
Total interest-bearing liabilities 513,811 542,746 542,262 552,434
page _ 88 / 89
The bank loans are secured by the following:
First priority mortgage on the real estate in The Netherlands and Germany
Pledge of property, plant and equipment, receivables, inventories and the shares of all group companies.
Assignment of movable fixed assets and inventories, rights and claims under a Share Purchase Agreement
and certain insurance policies.
The Group maintains the following lines of credit:
A EUR 17.5 million facility for capital expenditures, with interest payable at the rate of EURIBOR plus 1.50 %.
A EUR 50.0 million revolving credit facility to meet short-term financing needs, with interest payable at the
rate of EURIBOR plus 1.50 %.
Finance lease liabilities
Finance lease liabilities are payable as follows:
Future minimum
lease payments
2009Interest
2009
Present value of
minimum lease
payments2009
Future minimum
lease payments
2008Interest
2008
Present value of
minimum lease
payments2008
EUR’000
Less than one year 4,898 601 4,297 5,233 711 4,522Between one and five years 9,595 926 8,669 12,365 1,370 10,995More than five years 1,175 37 1,138 2,948 136 2,812
15,668 1,564 14,104 20,546 2,217 18,329
Financial leases relate mainly to a warehouse and an office building in France and production equipment in Belgium
and Poland.
Financial review 2009
4.11 Employee benefits provision
The composition as at December 31 was as follows:
2009 2008
EUR’000
Present value of unfunded obligations 15,199 13,707Present value of funded obligations 40,069 31,355Present value of pension benefit obligations 55,268 45,062Fair value of plan assets (38,969) (32,699)
Present value of net obligations 16,299 12,363
Effect of §58(b) - asset ceiling 0 368Unrecognized past service costs (204) 0Unrecognized net actuarial gains / (losses) (3,027) 211
Total employee benefits (asset) / liability 13,068 12,942
The Group contributes to a number of defined benefit plans that provide pension benefits to employees upon
retirement in the Netherlands, Germany and the United Kingdom. The amount of the benefits depends on age,
salary and years of service. Furthermore, the Group has an indemnity plan in France and obligations for jubilee
in the Netherlands, Germany and France.
Plan assets comprise:
2009 2008
EUR’000
Equity securities 9,080 6,776Government bonds 27,765 23,040Other 2,124 2,883
38,969 32,699
page _ 90 / 91
Movements in the present value of the defined benefit obligations
The composition and changes were as follows:
2009 2008
EUR’000
Defined benefit obligations as at January 1 45,062 47,521Net transfers in / (out) 604 (58)Benefits paid by the plan (1,146) (1,574)Current service costs 2,280 2,018Interest costs 2,595 2,509Plan participants contributions 204 187Past service costs 215 0Effect of movements in exchange rates 311 (1,622)Actuarial (gains) / losses 5,143 (3,919)
Defined benefit obligations as at December 31 55,268 45,062
Movements in the fair value of plan assets
The composition and changes were as follows:
2009 2008
EUR’000
Fair value of plan assets as at January 1 (32,699) (35,521)Net transfers (in) / out (604) 58Benefits paid by the plan 1,508 1,622Employer contributions (3,540) (2,392)Plan participants contributions (204) (307)Expected return on plan assets (1,521) (1,743)Effect of movements in exchange rates (343) 1,700Actuarial (gains) / losses (1,566) 3,884
Fair value of plan assets as at December 31 (38,969) (32,699)
The weighted average returns for the Netherlands, Germany and UK are based on the strategic asset mixes and the
corresponding yields for each asset category.
Financial review 2009
Expenses recognized in the income statement
The composition was as follows:
2009 2008
EUR’000
noteCurrent service costs 2,280 2,018Interest on benefit obligations 2,595 2,509Expected return on plan assets (1,521) (1,743)Amortization of past service cost including §58A 11 0Effect of §58(b) limit (396) 137Recognized actuarial losses / (gains) including §58A 339 (707)Pension costs of defined benefit schemes 3,308 2,214
Pension contributions to defined contribution schemes 1,003 2,368
Total pension costs 5.3 4,311 4,582
The pensions costs are recognized in the employee benefits expense.
The actual return on plan assets was EUR 3,086,000 positive (2008: EUR 2,141,000 negative).
Actuarial assumptions
Principal actuarial assumptions at the reporting date (expressed as weighted averages):
2009 2008
%
Discount rate as at 31 December 5.3 5.7Expected return on plan assets as at January 1 4.2 4.2Future salary increases 3.0 2.0Future pension increases 2.1 2.0
The assumptions regarding future mortality are based on published statistics and mortality tables.
Historical information
The composition as at December 31 was as follows:
2009 2008 2007 2006
EUR’000
Present value of defined benefit obligations 55,268 45,062 47,521 42,536Fair value of plan assets (38,969) (32,699) (35,521) (27,774)
Deficit in the plan 16,299 12,363 12,000 14,762
Experience gains / (losses) arising on plan liabilities (1%) 9%Experience adjustments arising on plan assets 4% (12%)
page _ 92 / 93
The Group expects that contributions to the defined benefit plans will be EUR 2,186,000 in 2010.
4.12 Other provisions
The composition and changes were as follows:
Reorganization Other Total
EUR’000
January 1, 2009 2,620 712 3,332Provisions made during the period 2,300 920 3,220Provisions used during the period (3,332) 0 (3,332)Provisions reversed during the period 0 (7) (7)Effect of movements in exchange rates 0 31 31
December 31, 2009 1,588 1,656 3,244
Non-current 0 525 525Current 1,588 1,131 2,719
Reorganization
During 2009, the Group committed to a plan to further restucture the German organization. Following the
announcement of the plan the Group recognized in 2009 a provision of EUR 2,300,000 for the expected reorganiza-
tion costs, including employee termination benefits. Based on the terms of the applicable contracts, EUR 3,332,000
was charged to the provision in 2009.
Other provisions
Other provisions include provisions for claims.
4.13 Trade and other payables
The composition as at December 31 was as follows:
2009 2008
EUR’000
noteTrade accounts payable 158,046 154,767Income tax payable 1,837 3,899Other taxes and social security premiums 12,518 12,213Current part of provisions 2,719 2,620Other payables, accruals and deferred income 51,215 41,719
6.2 226,335 215,218
The exposure to foreign currency and liquidity risks on trade and other payables is disclosed in note 6.2.
Financial review 2009
5 Notes to the consolidated income statement5.1 Revenue
The composition was as follows:
2009 2008
EUR’000
Private label and own brands 899,434 898,163Contract manufacturing 240,140 247,919
1,139,574 1,146,082
5.2 Other income
Other income relates entirely to the gain on the sale of property, plant and equipment.
5.3 Employee benefits expense
The composition was as follows:
2009 2008
EUR’000
noteWages and salaries 82,876 77,626Compulsory social security contributions 18,760 17,771Pension contributions to defined contribution schemes 4.11 1,003 2,368Pension costs of defined benefit schemes 4.11 3,308 2,214
105,947 99,979
During 2009 the average number of employees in the Group, in full-time equivalents (“FTEs”), was 2,318
(2008: 2,241), of which 1,927 (2008: 1,926) were employed outside the Netherlands.
5.4 Depreciation, amortization and impairment expense
The composition was as follows:
2009 2008
EUR’000
noteProperty, plant and equipment 4.1+4.7 50,207 46,870Intangible assets 4.2 1,679 641
51,886 47,511
page _ 94 / 95
5.5 Other operating expenses
The composition was as follows:
2009 2008
EUR’000
noteFreight charges 49,914 55,307Other cost of sales, including excise duties 44,873 49,146Promotion costs 1,364 1,584Temporary staff 9,099 9,150Other personnel costs 7,971 5,095Rent and leasing of machinery and equipment 6.3 16,348 13,735Maintenance 26,948 25,918Energy 25,264 22,987Advice and legal costs 4,917 6,955Housing costs, including rental of buildings 6.3 9,489 7,971Storage costs 14,898 14,708Other operating costs 30,932 30,978
242,017 243,534
Auditor’s fees
With reference to Section 2:382a(1) and (2) of the Dutch Civil Code, the following fees for the financial year have
been charged by PricewaterhouseCoopers Accountants N.V. and the PricewaterhouseCoopers network inside and
outside the Netherlands to the Company, its subsidiaries and other consolidated entities:
2009 2008
EUR’000
Statutory audit of financial statements 925 822Other auditing services 44 40Tax advisory services 593 1,247Other non-audit services 47 978
Total 1,609 3,087
Financial review 2009
5.6 Finance income and expense
Finance income and expense recognized in the income statement
The composition was as follows:
2009 2008
EUR’000
Interest income on bank deposits 201 2,014Finance income 201 2,014
Interest expense on financial liabilities measured at amortized cost (49,874) (55,017)Cost of borrowings (635) (7,361)Net change in fair value of derivatives (5,982) (14,005)Finance expense (56,491) (76,383)
Net finance expense (56,290) (74,369)
The cost of borrowings EUR 635,000 (2008: EUR 7,361,000) relates to the financing costs of the syndicated loan
facility entered into in 2008, which were capitalized in the aggregate amount of EUR 6,319,000 and amortized over
the terms of the loans. In 2008, an amount of EUR 5,906,000 related to the one-time write off of capitalized finance
costs arising on loans, originating in 2006, which were refinanced in 2008.
The net change in fair value of derivatives EUR 5,982,000 negative (2008: EUR 14,005,000 negative) relates to
changes in the fair value of the interest rate swaps contracts concluded by the Group to hedge the interest rate risk
on syndicated bank loans and subordinated bank loans.
Finance income and expense recognized in other comprehensive income
The composition was as follows:
2009 2008
EUR’000
Foreign currency translation differences for foreign operations 1,299 (5,955)
Finance income / (expense) recognized in other comprehensive income, net of tax
1,299 (5,955)
Recognized in:
Translation reserve 1,299 (5,955)
page _ 96 / 97
5.7 Income tax (expense) / benefit
The composition was as follows:
2009 2008
EUR’000
Current tax expense
Current period (6,047) (3,962)Under / (over) provisions in prior years 1,745 3,479
(4,302) (483)
Deferred tax expenses
Origination and reversal of temporary differences 3,756 7,429Change in tax rate (26) (568)Previously unrecognized deductible temporary differences 75 0Utilization of tax losses recognized (3,965) (2,479)Recognition of previously unrecognized tax losses 533 0Under / (over) provisions in prior years 208 (782) 581 3,600
Total income tax (expense) / benefit (3,721) 3,117
Reconciliation of effective tax rate
2009 2008
EUR’000
Profit / (loss) before income tax 11,414 (16,900)Income tax (expense) / benefit (3,721) 3,117
Profit / (loss) 7,693 (13,783)
2009 2008
EUR’000 % %
Income tax using the Company’s domestic tax rate 25.5% (2,911) 25.5% 4,310Effect of tax rates in foreign jurisdictions 22.1% (2,522) (5.0%) (845)Reduction in tax rate 0.2% (23) (3.4%) (575)Non-deductible expenses 3.1% (354) (13.4%) (2,265)Non-taxable income (2.4%) 274 7.3% 1,234Recognition of previously unrecognized tax losses 1.5% (171) (4.5%) (761)
Current year losses for which no deferred tax asset was recognized
2.6% (297) (2.4%) (406)
Under / (over) provisions in prior years (20.0%) 2,283 14.4% 2,425
Total income tax (expense) / benefits 32.6% (3,721) 18.4% 3,117
Financial review 2009
The major item in the effective tax rate reconciliation relates to the favorable outcome of discussions with the
Dutch tax authorities. This has resulted in the release of an over-provision relating to prior years. Furthermore,
the effective tax rate has been affected by the non-recognition of losses in both Poland and the UK and by a
combination of non-deductible expenses and non-taxable income.
6 Supplementary Information6.1 Acquisition of subsidiaries and non-controlling interests
On April 18, 2009, the Group agreed to purchase 100% of the share capital of Schiffers B.V. for EUR 18.8 million in
cash. Schiffers B.V. manufactures carbonated soft drinks for the private label market and also acts as a contract
manufacturer. For the period from acquisition to December 31, 2009 the subsidiary contributed an operating profit
of EUR 1,265,000. If the acquisition had taken place on January 1, 2009, management estimates that Schiffers B.V.
would have contributed revenue of EUR 50.3 million and operating profit of EUR 1.6 million. In determining these
amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would
have been the same if the acquisition had taken place on January 1, 2009.
The acquisition had the following effect on the assets and liabilities on acquisition date:
Pre-acquisition carrying amount
Fair valueadjustments
Recognized values on
acquisition
EUR’000
noteProperty, plant and equipment 4.1 5,079 7,411 12,490Intangible assets 4.2 60 0 60Inventories 5,400 1,171 6,571Trade and other receivables 627 0 627Cash and cash equivalents 7,914 0 7,914Deferred tax liabilities 4.4 0 (1,595) (1,595)Trade and other payables (6,547) (2,099) (8,646)Net identifiable assets and liabilities 12,533 4,888 17,421Goodwill on acquisition 4.1 1,423Consideration paid, satisfied in cash 18,844Cash acquired (7,914)
Net cash outflow 10,930
page _ 98 / 99
Pre-acquisition carrying amounts were determined based on IFRS standards applicable as of the date of
acquisition. The values of assets, liabilities, and contingent liabilities recognized on acquisition are their
estimated fair values (see note 2.19 for methods used to determine fair values). The goodwill recognized on
the acquisition is attributable mainly to the synergies expected to be achieved from integrating the acquired
company into the existing business.
On March 31, 2008, the Group acquired the remaining 10 percent interest in Histogram Ltd. (the United Kingdom)
increasing its ownership from 90 percent to 100 percent for an amount of GBP 1.3 million.
On June 17, 2008, the Group acquired the remaining 90 percent interest in Eldis S.A.S. in France increasing its
ownership from 10 percent to 100 percent for an amount of EUR 37,000.
On December 22, 2008, the Group acquired 25% of Junita Fruchtsaft Marketing GmbH in Germany increasing its
ownership to 100% for an insignificant amount.
6.2 Financial instruments
Credit risk
Exposuretocreditrisk
The carrying amount of financial assets represents the maximum credit exposure, as follows at the reporting date:
Carrying amount2009 2008
EUR’000
noteNon-current investments 4.3 1,320 370Trade and other receivables 4.6 176,472 180,853Current investments 4.3 2,541 6,344Cash and cash equivalents 4.7 59,742 44,702
240,075 232,269
The maximum exposure to credit risk for trade and other receivables at the reporting date by geographic region
was as follows:
Carrying amount2009 2008
EUR’000
Euro-zone countries (EUR) 161,132 169,094United Kingdom (GBP) 7,675 5,180Poland (PLN) 7,665 6,579
176,472 180,853
Financial review 2009
Ageingandimpairmentlosses
The ageing of trade and other receivables at the reporting date was as follows:
2009 2008Gross Impairment Gross Impairment
EUR’000
Not past due 156,757 0 155,002 0Past due 0 - 30 days 15,993 0 22,548 0Past due 31 - 60 days 2,074 0 1,309 0Past due more than 60 days 2,964 1,316 3,724 1,730
177,788 1,316 182,583 1,730
The movements in the impairment loss in respect of trade and other receivables during the year were as follows:
2009 2008
EUR’000
January 1 1,730 2,086Impairment loss recognized 167 232Release of provision (238) (390)Written off (350) (126)Effect of movements in exchange rates 7 (72)
December 31 1,316 1,730
The Group determines impairment losses on the basis of specific estimates of losses incurred in respect of trade
and other receivables. Based on historic default rates, the Group believes that no impairment loss has occurred in
respect of trade receivables not past due or past due by up to 60 days.
Liquidity risk
The contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of
netting agreements, are as shown in the following table.
Insofar as these cash flows depend on future floating interest rates, the level of which was unknown on the balance
sheet date, these cash flows have been estimated on the basis of rates prevailing on the balance sheet date.
page _ 100 / 101
December31,2009
Carrying amount
Contractual cash flows
6 monthsor less
6 - 12 months
1 – 2 years
2 – 5 years
> 5 years
EUR’000
Non-derivative financial liabilities
Syndicated bank loans
309,095 (428,652) (17,542) (18,218) (36,481) (217,147) (139,264)
Subordinated bank loans
218,182 (582,623) (5,847) (5,847) (12,361) (41,508) (517,060)
Finance lease liabilities
14,104 (15,668) (2,449) (2,449) (4,386) (5,208) (1,176)
Trade and other payables
226,335 (226,335) (226,335) 0 0 0 0
Bank overdrafts 1,365 (1,365) (1,365) 0 0 0 0
769,081 (1,254,643) (253,538) (26,514) (53,228) (263,863) (657,500)
Derivative financial liabilities
Interest rate swaps used for hedging
Cash flow 16,281 (22,835) (4,900) (4,519) (7,876) (5,540) 0
December31,2008
Carrying amount
Contractual cash flows
6 monthsor less
6 - 12 months
1 – 2 years
2 – 5 years
> 5 years
EUR’000
Non-derivative financial liabilities
Syndicated bank loans
323,320 (463,442) (17,000) (17,835) (35.715) (104,174) (288,718)
Subordinated bank loans
199,927 (593,689) (4,047) (7,018) (11,695) (39,272) (531,657)
Finance lease liabilities
18,329 (20,546) (2,616) (2,616) (5,053) (7,313) (2,948)
Trade and other payables
215,218 (215,218) (215,218) 0 0 0 0
Bank overdrafts 10,858 (10,858) (10,858) 0 0 0 0
767,652 (1,303,753) (249,739) (27,469) (52,463) (150,759) (823,323)
Derivative financial liabilities
Interest rate derivatives used for hedging
Cash flow 10,122 (12,970) (2,496) (2,347) (5,116) (3,011) 0
Financial review 2009
Foreign currency risk
Exposuretoforeigncurrencyrisk
The notional amounts of exposure to foreign currency risk were as follows:
2009 2008
USD’000
Trade payables 12,443 8,850Estimated forecast purchases 98,709 137,879Gross exposure 111,152 146,729
Forward exchange contracts / Currency option contracts 97,165 134,670
Net exposure 13,987 12,059
The change in fair value of the financial instruments used to hedge currency risk is included in raw materials and
consumables in the income statement.
The following significant exchange rates were applied during the year:
Average Year-end2009 2008 2009 2008
Value of EUR 1
USD 1.40 1.48 1.44 1.40GBP 0.89 0.80 0.89 0.95PLN 4.33 3.52 4.10 4.17
Sensitivityanalysis
A 10 percent strengthening of the Euro against the USD at December 31 would have not affected equity and profit
or loss significantly, as the Group hedges USD positions, except for the change in fair value of derivatives which is
recognized in the income statement. This analysis assumes that all other variables, particularly interest rates,
remain constant. The analysis has been performed on the same basis as for 2008.
page _ 102 / 103
Interest rate risk
Profile
At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was as follows:
Carrying amount2009 2008
EUR’000
noteFixed rate instruments
Non-current investments 4.3 1,320 370Loans and borrowings 4.10 (372,604) (452,329)Interest rate swaps floating to fixed 6.2 (16,281) (10,122)
(387,565) (462,081)
Variable rate instruments
Loans and borrowings 4.10 (170,142) (100.105)(170,142) (100.105)
Sensitivityanalysisforfixedrateinstruments
The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and
the Group does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge
accounting model. Therefore a change in interest rates at the reporting date would not have affected profit or loss,
with the exception of the change in fair value of the Interest rate swaps.
Sensitivityanalysisforvariablerateinstruments
A change of 100 basis points in interest rates at the reporting date would have changed equity and profit or loss
by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates,
remain constant. The analysis is performed on the same basis as for 2008.
Financial review 2009
December31,2009
Profit / (loss) Equity
100 basis points
increase
100 basis points
decrease
100 basis points
increase
100 basis points
decrease
EUR’000
Variable rate instruments (5,273) 5,273 (5,273) 5,273Net Interest rate swaps floating to fixed 8 500 (8,500) 8,500 (8,500)
Total 3,227 (3,227) 3,227 (3,227)
Variable rate instruments (5,273) 5,273 (5,273) 5,273% not hedged by interest rate swaps 32.0% 32.0% 32.0% 32.0%
Cash flow sensitivity (net) (1,687) 1,687 (1,687) 1,687
December31,2008
Profit / (loss) Equity
100 basis points
increase
100 basis points
decrease
100 basis points
increase
100 basis points
decrease
EUR’000
Variable rate instruments (5,232) 5,232 (5,232) 5,232Net Interest rate swaps floating to fixed 13,000 (13,000) 13,000 (13,000)
Total 7,768 (7,768) 7,768 (7,768)
Variable rate instruments (5,232) 5,232 (5,232) 5,232% not hedged by interest rate swaps 17.1% 17.1% 17.1% 17.1%
Cash flow sensitivity (net) (895) 895 (895) 895
Fair values
The fair values of financial assets and liabilities approximate the carrying amounts.
page _ 104 / 105
Interest rates used for determining fair value
The interest rates used to discount estimated cash flows, where applicable, are based on the government yield
curve at the reporting date plus an adequate spread and were as follows:
2009 2008
%
Derivatives 2.0% 2.8%Finance leases 5.0% 5.1%
6.3 Operating leases
Operating lease and rentals as at December 31 are payable as follows:
2009 2008
EUR’000
Less than one year 21,440 10,385Between one and five years 46,213 29,866More than five years 4,254 0
71,907 40,251
The Group leases buildings, equipment and cars. During 2009, EUR 20,016,000 was recognized as expense in
the income statement in respect of operating leases and rentals (2008: EUR 16,654,000).
6.4 Purchase and investment commitments
The composition as at December 31 was as follows:
Total Less than
1 year 1-5 years More than
5 years Total 2008
EUR’000
Property, plant & equipment ordered 7,334 7,334 0 0 8,803 Raw material purchase contracts 146,145 141,979 3,929 237 28,359
153,479 149,313 3,929 237 37.162
Financial review 2009
6.5 Contingencies
The group companies are jointly and individually liable vis à vis the syndicate of banks. Banks have issued
guarantees to suppliers and customs on behalf of the Group in the aggregate amount of EUR 10,312,000
(2008: EUR 8,854,000).
The Company forms a fiscal unity for income tax purposes with Refresco B.V., Menken Drinks B.V., Refresco Onroerend
Goed B.V. and Frisdranken Industrie Winters B.V. In accordance with the standard conditions, the Company and the
subsidiaries that are part of the fiscal unity are jointly and individually liable for taxation payable by the fiscal unity.
Some claims have been filed against the Group. Based on legal advice, the directors do not expect that the
outcome of these claims will have a material effect on the financial position of the Group.
6.6 Related parties
Shareholder structure
The Company’s shareholders are Ferskur Holding 2 B.V., Okil Holding B.V., and Godetia II B.V. The ultimate
shareholders of the Group are Kaupthing Bank HF, Vifilfell HF and Stodir (previously FL Group) HF.
A minority share is with the management of the Group.
Identification of related parties
The subsidiaries included in note 3.1 of the company financial statements are considered to be related parties.
Other identified related parties are: Okil Holding B.V., Okil Holding GmbH, Refresco KG, Ferskur Holding 1 B.V.,
Ferskur Holding 2 B.V., Kaupthing Bank HF, Vifilfell HF and Stodir (previously FL Group) HF., Godetia II B.V.,
Menken Dairy Foods B.V., and members of management who are shareholders of the Group. The transactions with
these related parties relate primarily to the shareholding and debt financing of the Group.
Personnel compensation and transactions with Executive and Supervisory Board Members
ExecutiveBoardpersonnelcompensation
In addition to their salaries, the Group also provides non-cash benefits to members of the Executive Board and
contributes to a post-employment defined benefit plan on their behalf. In accordance with the terms of the plan,
members of the Executive Board retire at age 65.
Compensation of the Executive Board members comprised the following:
2009 2008
EUR’000
Short-term employee benefits 1,779 1,451Post-employment benefits 203 460
1,982 1,911
The remuneration of Supervisory Board members was EUR 95,500 (2008: EUR 85,000).
page _ 106 / 107
Transactionswithkeymanagementanddirectors
The Executive Board members of the Group held (either directly or indirectly) 7.6 % of the Company’s ordinary
shares. None of the current members of the Supervisory Board held any shares of the Company.
Other related party transactions
The composition was as follows:
Transaction value Balance outstanding
December 31
2009 2008 2009 2008
EUR’000
Increase of shareholders’ equity
Ferskur Holding 2 B.V. 0 57,043 0 148,644
Dividends from share premium
Okil Holding B.V. 55 0 0 0Godetia II B.V. 20 0 0 0Total 75 0 0 0
Management chargesFerskur Holding 2 B.V. 863 0 505 0
In 2008, as part of the refinancing of the group, the preference shares held by shareholders Okil Holding B.V.
and Godetia II B.V. were converted into ordinary shares, with no impact on total shareholders’ equity.
The management charges payable to Ferskur Holding 2 B.V. relate to the years 2006-2009.
Transactions underlying outstanding balances with these related parties are priced on an arm’s length basis and the
balances are to be settled in cash within six months of the reporting date. None of the balances is secured.
6.7 Group entities
The overview of the entities of the Group is included in note 3.1 to the company financial statements.
6.8 Adoption of IFRS
These are the first consolidated financial statements of the Group prepared in accordance with IFRS.
The accounting policies set out in note 2 have been applied in preparing the financial statements for 2009, the
comparative information presented in these financial statements for 2008 and the IFRS opening balance sheet
as at January 1, 2008, the date of transition.
In preparing its opening IFRS balance sheet, the Group has adjusted amounts reported previously in financial state-
ments prepared in accordance with its previous basis of accounting (Dutch GAAP). The impact of the transition from
Dutch GAAP to IFRS on the financial position, profit or loss and cash flows is set out in the following tables and the
notes that accompany the tables.
Financial review 2009
Reconciliation of the balance sheet
January 1, 2008 December 31, 2008Dutch GAAP Impact IFRS Dutch GAAP Impact IFRS
EUR’000
noteASSETS
Property, plant and equipment
a 333,625 (3,746) 329,879 326,133 (3,110) 323,023
Intangible assets b 274,323 0 274,323 257,213 14,556 271,769Other investments c 3,834 4,081 7,915 370 0 370Deferred tax assets d 0 12,031 12,031 0 9,387 9,387Total non-current assets 611,782 12,366 624,148 583,716 20,833 604,549
Inventories e 86,182 (363) 85,819 94,567 (539) 94,028
Other investments, including derivatives
c 0 533 533 0 6,344 6,344
Current tax assets d 15,310 (15,310) 0 10,210 (9,387) 823
Trade and other receivables
f 152,552 18,289 170,841 162,305 18,548 180,853
Prepayments for current assets
f 15,836 (15,836) 0 23,543 (23,543) 0
Cash and cash equivalents
42,534 0 42,534 44,702 0 44,702
312,414 (12,687) 299,727 335,327 (8,577) 326,750
Assets classified as held for sale
a 0 437 437 0 1,238 1,238
Total current assets 312,414 (12,250) 300,164 335,327 (7,339) 327,988
Total assets 924,196 116 924,312 919,043 13,494 932,537
page _ 108 / 109
January 1, 2008 December 31, 2008Dutch GAAP Impact IFRS Dutch GAAP Impact IFRS
EUR’000
noteEQUITY
Share capital 3,351 0 3,351 5,437 0 5,437Share premium 101,649 0 101,649 156,606 0 156,606Reserves 288 954 1,242 (32,372) 713 (31,659)Profit / (loss) for the year (26,946) 0 (26,946) (16,323) 2,540 (13,783)Total equity 78,342 954 79,296 113,348 3,253 116,601
Minority interest 236 0 236 0 0 0
LIABILITIES
Loans and borrowings g 380,917 938 381,855 518,090 6,844 524,934Derivatives c 0 197 197 0 10,122 10,122
Employee benefits provision
h 14,605 (2,304) 12,301 15,967 (3,025) 12,942
Other provisions f 962 802 1,764 2,978 (2,266) 712Deferred tax liabilities d 29,923 (364) 29,559 28,683 (4,175) 24,508
Total non-current liabilities
426,407 (731) 425,676 565,718 7,500 573,218
Bank overdrafts 32,385 0 32,385 10,858 0 10,858Loans and borrowings 200,698 0 200,698 16,642 0 16,642Trade and other payables f 186,128 (107) 186,021 212,477 2,741 215,218Total current liabilities 419,211 (107) 419,104 239,977 2,741 242,718
Total liabilities 845,618 (838) 844,780 805,695 10,241 815,936
Total equity and liabilities
924,196 116 924,312 919,043 13,494 932,537
Financial review 2009
Reconciliation of the income statement 2008
Dutch GAAP Impact IFRSEUR’000
noteRevenue i 1,246,498 (100,416) 1,146,082
Change in inventories of finished goods j 1,714 (1,714) 0Raw materials and consumables used e+i (724,473) 26,884 (697,589)Employee benefits expense h (100,700) 721 (99,979)Depreciation, amortization and impairment expense a+b (63,694) 16,183 (47,511)Other operating expenses i (320,295) 76,761 (243,534)Operating profit 39,050 18,419 57,469
Finance income 2,014 0 2,014Finance expense c+g (56,472) (19,911) (76,383)Net finance result (54,458) (19,911) (74,369)
Profit / (loss) before income tax (15,408) (1,492) (16,900)
Income tax (expense) / benefit d (915) 4,032 3,117
Profit / (loss) (16,323) 2,540 (13,783)
Attributable to:Equity holders of the Company (16,323) 2,540 (13,783)
Profit / (loss) (16,323) 2,540 (13,783)
Reconciliation of the statement of comprehensive income 2008
Dutch GAAP Impact IFRS
EUR’000
Foreign currency translation differences for foreign operations (5,714) (241) (5,955)Other comprehensive income / (loss) (5,714) (241) (5,955)
Profit / (loss) (16,323) 2,540 (13,783)
Total comprehensive income / (loss) (22,037) 2,299 (19,738)
page _ 110 / 111
Notes to the reconciliation of balance sheet and the income statement
The main impacts of reporting under IFRS as adopted by the European Union as compared to reporting under
Book 2 of the Dutch Civil Code (Dutch GAAP) are:
a) The components method has been used for property, plant and equipment, resulting in a change in
book value and depreciation. Furthermore, property, plant and equipment held for sales is classified to
assets classified as held for sale.
b) Annual amortization of goodwill has been reversed under IFRS and replaced by annual testing for impairment.
c) Interest rate swaps and foreign currency instruments are measured at fair value under IFRS, rather than
reported off balance as allowed under Book 2 of the Dutch Civil Code.
d) Deferred tax assets and liabilities are impacted by reclassifications within the balance sheet and by changes
in the profit before tax under IFRS.
e) Inventories under IFRS exclude certain cost items, resulting in a lower aggregate valuation.
f ) The impact on trade receivables and prepayments, trade and other payables and other provisions relate to
reclassifications within the balance sheet.
g) The costs related to long-term liabilities have been measured using the effective interest method rather than
amortizing these costs on a straight line basis.
h) Most of the unrecognized gains and losses included in employee benefits as at January 1, 2008 have been
included in other reserves (IFRS 1).
i) Revenue is impacted by recognizing sales commissions and rebates as revenue under IFRS, rather than as
operating expenses as allowed under Book 2 of the Dutch Civil Code and by changing the method of contract
manufacturing revenue recognition.
j) Change in inventories of finished goods is reclassified to raw materials and consumables used.
There are no significant changes in the cash flow statement as result of the adoption of IFRS.
Financial review 2009
Company balance sheetAs at December 31
(Before profit appropriation)
2009 2008
EUR’000
noteASSETS
Non-current assets
Financial fixed assets 3.1 135,308 113,976Deferred tax assets 1,643 1,643Total non-current assets 136,951 115,619
Current assets
Receivables from group companies 131,553 130,398Current tax assets 9,034 8,317Cash and cash equivalents 5 0Total current assets 140,592 138,715
Total assets 277,543 254,334
EQUITY & LIABILITIES
Equity
Share capital 5,437 5,437Share premium 156,531 156,606Translation reserve (1,980) (3,279)Other reserves (42,163) (28,380)Profit / (loss) for the year 7,693 (13,783)Total equity attributable to equity holders of the Company 3.2 125,518 116,601
Non-current liabilitiesTotal non-current liabilities 3.3 152,000 137,501
Current liabilities
Accounts payable to group companies 0 210Trade and other payables 25 22Total current liabilities 25 232
Total equity and liabilities 277,543 254,334
page _ 112 / 113
Company income statement 2009
2009 2008
EUR’000
noteShare in results from participating interests, after taxation 3.1 20,033 3,410Other result after taxation (12,340) (17,193)
Profit / (loss) 7,693 (13,783)
Financial review 2009
Notes to the company financial statements
1 GeneralThe financial statements of Refresco Holding B.V. ‘the Company’ are included in the consolidated financial
statements of the Group.
With reference to the company income statement, use has been made of the exemption pursuant to Section 402
of Book 2 of the Dutch Civil Code.
2 Significant accounting policiesFor the principles for the recognition and measurement of assets and liabilities and for determination of the
result for its company financial statements, the Company makes use of the option provided in section 2:362 (8) of
the Dutch Civil Code, under which the principles for the recognition and measurement of assets and liabilities and
for determination of the result of the company financial statements are the same as those applied for the consoli-
dated financial statements (hereinafter referred to as principles for recognition and measurement). The consolidated
financial statements are prepared according to the standards laid down by the International Accounting Standards
Board and adopted by the European Union. These principles are set out on page 69 to 111.
Participating interests over which significant influence is exercised are carried on the basis of the equity method.
The share in the result of participating interests represents the Company’s share in the result of these participating
interests. To the extent that they are deemed to be unrealized, results are not recognized on transactions between
the Company and its participating interests and mutually between participating interests themselves.
3 Notes to the company balance sheet and income sheet3.1 Financial fixed assets
Financial fixed assets consist of participating interests in group companies. The movements in the participating
interests in group companies were as follows:
2009 2008
EUR’000
January 1 113,976 35,907Share in result of participating interests 20,033 3,410Capital increase 0 83,774Transfer to / (from) group companies 0 (3,343)Effect of movements in exchange rates 1,299 (5,772)
December 31 135,308 113,976
page _ 114 / 115
Refresco Holding B.V. owns the following subsidiaries as at December 31:
NAME COMPANY STATUTORY SEAT OWNERSHIP INTEREST2009 2008
noteRefresco B.V. Dordrecht (The Netherlands) 100% 100%Menken Drinks B.V. Bodegraven (The Netherlands) 100% 100%Refresco Onroerend Goed B.V. Amsterdam (The Netherlands) 100% 100%Frisdranken Industrie Winters B.V. Maarheeze (The Netherlands) 100% 100%Refresco Benelux B.V. Maarheeze (The Netherlands) 100% 100%Bronwater Import Kantoor Eindhoven B.V. Maarheeze (The Netherlands) 100% 100%Handelsmaatschappij Winters B.V. Maarheeze (The Netherlands) 100% 100%Schiffers Food B.V. Hoensbroek (The Netherlands 1) 100% 0%Sunco N.V. Ninove (Belgium) 100% 100%Ringside N.V. Ninove (Belgium) 100% 100%Sodraco N.V. Ninove (Belgium) 100% 100%Refresco Iberia S.L. Oliva (Spain) 100% 100%Refresco Deutschland GmbH Herrath (Germany) 100% 100%Krings Fruchtsaft GmbH Herrath (Germany) 100% 100%Hardthof Fruchtsaft GmbH Burgstetten (Germany) 100% 100%VIP-Juicemaker Holding O.y. Kuopio (Finland) 100% 100%VIP-Juicemaker O.y. Kuopio (Finland) 100% 100%Délifruits S.A.S. Marges (France) 100% 100%Ferskur France S.A.S. Marges (France) 100% 100%Eldis S.A.S. Marges (France) 100% 100%Nuits Saint-Georges Production S.A.S. Marges (France) 100% 100%Eaux Minérales de Saint Alban-les-Eaux S.A. Saint Alban (France) 100% 100%Refresco Holdings GB Ltd. London (United Kingdom) 100% 100%Histogram Holdings Ltd. Durham (United Kingdom) 100% 100%Refresco Ltd. Durham (United Kingdom) 2) 100% 100%Refresco Poland Sp Z.o.o. Warsaw (Poland) 100% 100%Kentpol Zywiecki Krysztal p. Z.o.o. Kenty (Poland) 100% 100%
1) See note 6.1 of the notes to the consolidated financial statements.
2) Histogram Ltd has been renamed Refresco Ltd.
Furthermore, some legal restructuring was carried out in the United Kingdom, Germany and France.
Financial review 2009
3.2 Shareholders’ equity
Movements in capital and reserves
Equity is analyzed in more detail in the consolidated statement of changes in equity.
At December 31, 2009 the authorized share capital comprised the following:
5,436,153 ordinary shares with a nominal value of EUR 1.00 each and a subscription price of EUR 10.00 each.
107,682 preference shares with a nominal value of EUR 0.01 each and a subscription price of
EUR 1,000.00 each.
All issued shares are fully paid. There were no shares issued during 2009.
The holders of ordinary shares are entitled to receive dividends as declared from time to time. The holders of pref-
erence shares have a priority right to a fixed cumulative dividend of 10% in the event of dividend distribution plus a
first priority right in the event of winding up. Both the Company and the Shareholders, including Preference
Shareholders, agreed in an Additional Agreement to the Articles of Association that notwithstanding article 26.1
(Dividend distribution) of the Articles of Association, distribution of dividends or other payments on the preference
shares will be subject to the prior approval of the General Meeting of Shareholders of the Company. Any such deci-
sion of the General Meeting of Shareholders of the Company shall be taken with a 80% majority vote in accordance
with article 12.4 sub (xviii) of the Articles.
All shares rank equally with regard to the Company’s residual assets, except that preference shareholders partici-
pate only to the extent of the face value of the shares. Each ordinary share carries the right to one hundred votes
and each preference share carries the right to one vote.
The Company can acquire fully paid-up shares (ordinary as well as preference shares) void the General Meeting of
Shareholders has authorized the acquisition with a majority of at least 80% of the votes attached to all shares in
the capital of the company.
Translation reserve
The translation reserve comprises the foreign currency differences arising from the translation of the financial state-
ments of foreign operations as well as from the translation of liabilities hedging the Company’s net investment in a
foreign subsidiary.
Dividends
In 2009, the Group paid a dividend of EUR 75,000 from the share premium to Okil Holding B.V. and Godetia II B.V.
As at December 31, 2009, the unpaid cumulative dividend on the preference shares amounts to EUR 36,617,000
(2008: EUR 23,499,000).
page _ 116 / 117
3.3 Non-current liabilities
Subordinated bank loans
The subordinated bank loans consist of a Mezzanine loan and a PIK loan.
The Mezzanine loan (EUR 59,801,705 principal and EUR 6,439,957 accrued interest) is repayable in 2016. The inter-
est rate on the Mezzanine loan is variable (LIBOR / EURIBOR) and has a cash interest percentage of EURIBOR +4%
per annum plus an additional interest of 5.5% per annum. The Mezzanine loan is subordinated to the other syndi-
cated facility bank loans dated April 12, 2006. The PIK loan (EUR 65,693,362 principal and EUR 20,064,863 accrued
interest) bears interest at EURIBOR +12%. There is no fixed redemption scheme for the first 10 years. The PIK loan is
subordinated to all the syndicated facility bank loans dated April 12, 2006 and the Mezzanine loan.
EUR’000
Principal amount 125,495Accrued interest as at December 31, 2008 12,006
Balance as at January 1, 2009 137,501Accrued interest as at December 31, 2009 14,499
Balance as at December 31, 2009 152,000
Non-current 152,000Current 0
3.4 Contingencies
The Company has issued a guarantee pursuant to article 403, Book 2 of the Dutch Civil Code in respect of all
subsidiaries in The Netherlands.
The Company forms a fiscal unity for income tax purposes with Refresco B.V., Menken Drinks B.V., Refresco
Onroerend Goed B.V. and Frisdranken Industrie Winters B.V. In accordance with the standard conditions,
the Company and the subsidiaries that are part of the fiscal unity are jointly and individually liable for taxation
payable by the fiscal unity.
Dordrecht, March 17, 2010
Executive Board Supervisory BoardHans Roelofs – Chief Executive Officer Marc Veen – Chairman
Aart Duijzer – Chief Financial Officer Aalt Dijkhuizen
Thorsteinn Jonsson
Hilmar Thor Kristinsson
Jon Sigurdsson
Adam Shaw
Peter Paul Verhallen
Financial review 2009
Other information
Provisions in the Articles of Association governing the appropriation of profit
According to article 26 of the Articles of Association, the result for the year is at the free disposal of the General
Meeting of Shareholders. Both the Company and the Shareholders, including Preference Shareholders, agreed in an
Additional Agreement to the Articles of Association that notwithstanding article 26.1 (Dividend distribution) of the
Articles of Association, distribution of dividends or other payments on the preference shares will be subject to the
prior approval of the General Meeting of Shareholders of the Company. Any such decision of the General Meeting of
Shareholders of the Company shall be taken with a 80% majority vote in accordance with article 12.4 sub (xviii) of
the Articles.
Proposal for profit appropriation
The Executive Board proposes to add the net result to the other reserves as retained earnings. This proposal has
not yet been reflected in the financial statements.
Subsequent events
There have been no subsequent events to report.
page _ 120 / 121
Auditor’s reportTo the General Meeting of Shareholders of Refresco Holding B.V.
Report on the financial statementsWe have audited the accompanying financial statements 2009 of Refresco Holding B.V., Dordrecht as set out on
pages 64 to 117, which comprise the consolidated and company balance sheet as at 31 December 2009, the con-
solidated and company income statement, the consolidated and company statement of comprehensive income, the
consolidated and company changes in equity and consolidated and company cash flows for the year then ended
and the notes, comprising a summary of significant accounting policies and other explanatory information.
Management’s responsibilityManagement of the company is responsible for the preparation and fair presentation of the financial statements in
accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of
Book 2 of the Netherlands Civil Code, and for the preparation of the management board report in accordance with
Part 9 of Book 2 of the Netherlands Civil Code. This responsibility includes: designing, implementing and maintain-
ing internal control relevant to the preparation and fair presentation of the financial statements that are free from
material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and
making accounting estimates that are reasonable in the circumstances.
Auditor’s responsibilityOur responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit
in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the finan-
cial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks
of material misstatement of the financial statements, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair
presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting esti-
mates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OpinionIn our opinion, the financial statements give a true and fair view of the financial position of Refresco Holding B.V. as at
31 December 2009, and of its result and its cash flows for the year then ended in accordance with International Finan-
cial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Code.
Report on other legal and regulatory requirementsPursuant to the legal requirement under 2:393 sub 5 part f of the Netherlands Civil Code, we report, to the extent of
our competence, that the management board report is consistent with the financial statements as required by 2:391
sub 4 of the Netherlands Civil Code.
Eindhoven, 17 March 2010
PricewaterhouseCoopers Accountants N.V.
drs. W.C. van Rooij RA
2009 2008 2007 2006 2005 2004 2003 2002 2001 2000
EUR ‘000
INCOME STATEMENTS
Revenue 1,139,574 1,146,082 951,613 660,139 606,001 557,626 544,463 450,229 269,540 274,638
Gross margin % 46.1% 39.2% 42.1% 43.4% 46.3% 47.9% 45.2% 42.7% 46.5% 44.0%
EBITDA 119,590 109,793 77,451 63,889 64,112 62,230 49,709 39,333 21,334 21,052
EBITDA % 10.5% 9.6% 8.1% 9.7% 10.6% 11.2% 9.1% 8.7% 7.9% 7.7%
EBITA 67,704 64,859 37,694 38,059 39,329 40,964 29,508 22,069 11,688 11,100
Profit / (loss) after
income tax7,693 (13,783) (26,946) (6,097) 7,897 9,211 10,747 4,892 4,183 1,972
BALANCE SHEETS
Property, plant and
equipment328,807 323,023 333,625 226,064 207,481 215,906 179,455 138,521 81,950 83,096
Working capital 89,561 97,045 99,401 81,378 77,786 72,743 72,374 62,037 40,449 40,062
Capital employed
excluding Goodwill349,944 362,686 377,583 263,369 240,125 229,257 185,111 147,306 84,174 85,855
OTHER INDICATORS
Volume in liters (*1,000) 3,393,779 3,142,258 2,524,776 1,803,335 1,783,993 1,667,019 1,672,695 1,338,356 808,000 806,000
Employees in fte’s
(year end)2,318 2,241 2,267 1,229 1,210 1,127 1,045 964 575 580
Return on capital
employed %19.8% 18.1% 9.9% 14.4% 16.4% 17.9% 15.9% 15.0% 13.9% 12.9%
Working capital days 28.7 30.9 38.1 45.0 46.9 47.6 48.5 50.3 54.8 53.2
Investments 48,531 36,824 40,131 30,282 18,234 38,052 28,952 21,606 8,527 7,518
Note: Figures for 2008 have been restated to comply with IFRS. 2000-2007 are reported under Dutch GAAP
2009 2008 2007 2006 2005 2004 2003 2002 2001 2000
EUR ‘000
INCOME STATEMENTS
Revenue 1,139,574 1,146,082 951,613 660,139 606,001 557,626 544,463 450,229 269,540 274,638
Gross margin % 46.1% 39.2% 42.1% 43.4% 46.3% 47.9% 45.2% 42.7% 46.5% 44.0%
EBITDA 119,590 109,793 77,451 63,889 64,112 62,230 49,709 39,333 21,334 21,052
EBITDA % 10.5% 9.6% 8.1% 9.7% 10.6% 11.2% 9.1% 8.7% 7.9% 7.7%
EBITA 67,704 64,859 37,694 38,059 39,329 40,964 29,508 22,069 11,688 11,100
Profit / (loss) after
income tax7,693 (13,783) (26,946) (6,097) 7,897 9,211 10,747 4,892 4,183 1,972
BALANCE SHEETS
Property, plant and
equipment328,807 323,023 333,625 226,064 207,481 215,906 179,455 138,521 81,950 83,096
Working capital 89,561 97,045 99,401 81,378 77,786 72,743 72,374 62,037 40,449 40,062
Capital employed
excluding Goodwill349,944 362,686 377,583 263,369 240,125 229,257 185,111 147,306 84,174 85,855
OTHER INDICATORS
Volume in liters (*1,000) 3,393,779 3,142,258 2,524,776 1,803,335 1,783,993 1,667,019 1,672,695 1,338,356 808,000 806,000
Employees in fte’s
(year end)2,318 2,241 2,267 1,229 1,210 1,127 1,045 964 575 580
Return on capital
employed %19.8% 18.1% 9.9% 14.4% 16.4% 17.9% 15.9% 15.0% 13.9% 12.9%
Working capital days 28.7 30.9 38.1 45.0 46.9 47.6 48.5 50.3 54.8 53.2
Investments 48,531 36,824 40,131 30,282 18,234 38,052 28,952 21,606 8,527 7,518
Note: Figures for 2008 have been restated to comply with IFRS. 2000-2007 are reported under Dutch GAAP
page _ 122 / 123
Ten years Refresco
Note: Figures for 2008 have been restated to comply with IFRS. 2000-2007 are reported under Dutch GAAP
REFRESCO HOLDING B.V.
www.refresco.com
Stationsweg 4
P.O. Box 240
3300 AE Dordrecht
The Netherlands
T +31 78 632 1313
F +31 78 632 1311
REFRESCO BENELUX
www.refresco.nl
www.refresco.be
Refresco Benelux B.V.
Oranje Nassaulaan 44
NL-6026 BX Maarheeze
The Netherlands
T +31 495 596 111
F +31 495 593 637
REFRESCO GERMANY
www.refresco.de
Refresco Deutschland GmbH
Speicker Straße 2-8 (2nd floor)
P.O. Box 41061 Mönchengladbach
Germany
T +49 2 161 2941 0
F +49 2 161 2941 300
REFRESCO FRANCE
www.refresco.fr
P/A Délifruits S.A.S.
B.P. 13, Margès
F-26260 Saint Donat sur
l’Herbasse
France
T +33 475 45 4444
F +33 475 45 4445
REFRESCO IBERIA
www.refrescoiberia.com
Refresco Iberia S.L.
Ctra. N-332, Km 206, 9
E-46780 Oliva (Valencia)
Spain
T +34 96 285 0200
F +34 96 285 0208
REFRESCO SCANDINAVIA
www.vip-juicemaker.fi
P/A Vip-juicemaker Oy
Kellolahdentie 20
FI-70460 Kuopio
Finland
T +358 17 5858190
F +358 17 5800597
REFRESCO POLAND
www.kentpol.pl
P/A Kentpol-Zywiecki Kryszta
Sp.zo.o.
ul. Fabryczna 8
32-650 Kêty
Poland
T +48 33 845 11 56
F +48 33 845 39 06
REFRESCO UK
Refresco Ltd
Belmont Industrial Estate
DH1 1ST Durham
United Kingdom
T +44 191 386 7111
F +44 191 386 3481
Contact
Colophon
This Annual Report is a publication of:
Refresco Holding B.V.
www.refresco.com
Design and realization:
Buffel! Reclame
Dordrecht, The Netherlands
Text:
Refresco Holding B.V.
Photography:
Richard Sinon
Print:
AlbeDeCoker
Antwerp, Belgium
