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2009<br />

annual report


On March 25, after accountants<br />

approval of the 2009 figures, the<br />

owners of <strong>Refresco</strong> and 3i, the in-<br />

ternational private equity company,<br />

announced that 3i acquired newly issued<br />

<strong>Refresco</strong> shares, representing a 20% stake in<br />

the share capital of <strong>Refresco</strong>. The total value of the<br />

capital injection amounts to € 84 million and will be fully utili-<br />

zed to realize further growth of <strong>Refresco</strong>. The existing sharehol-<br />

<strong>de</strong>rs, an Icelandic consortium of investors led by Stodir, and the<br />

management of <strong>Refresco</strong>, maintain their shareholdings and fully<br />

support the transaction.<br />

The transaction marks the second time that 3i invests in<br />

<strong>Refresco</strong>, having supported a management buyout in 2003.<br />

After a period of active management, geographic expansion<br />

and significant profitable growth for the company, 3i generated<br />

an excellent return on its investment when in April 2006 3i’s<br />

<strong>Refresco</strong> stake was divested.<br />

Stodir led the buyout of <strong>Refresco</strong> in April 2006 with<br />

Kaupthing Bank and Vifilfell, backing the management team<br />

in a strategy that combined acquisition-based growth with<br />

capital investment for organic growth. After the new capital<br />

New<br />

capital injection<br />

of 84 million<br />

increase, the Icelandic consortium<br />

of investors holds a 62%<br />

share in <strong>Refresco</strong>.<br />

The transaction will enable <strong>Refresco</strong><br />

to realize its growth ambition for the<br />

near future. Through its Buy & Build strategy<br />

<strong>Refresco</strong> can now further extend its presence<br />

in the European market through acquisitions as well as by<br />

internal growth.<br />

For <strong>Refresco</strong>, 3i is a reliable and <strong>de</strong>dicated partner that will<br />

support the company in achieving its goals.<br />

For 3i the investment in <strong>Refresco</strong> provi<strong>de</strong>s an excellent<br />

opportunity to back a clear European market lea<strong>de</strong>r to fulfill<br />

its growth potential. 3i’s advanced knowledge of the business,<br />

combined with an excellent working relationship with the<br />

<strong>Refresco</strong> management team, presents exactly the kind of active<br />

partnership which 3i’s Growth Capital team is attracted to.<br />

Stodir welcomes 3i as an additional sharehol<strong>de</strong>r and believes 3i<br />

to be an excellent strategic partner with an outstanding track<br />

record and high credibility. The transaction confirms the strong<br />

performance of <strong>Refresco</strong> in the recent years, and enables Stodir<br />

to further pursue <strong>Refresco</strong>´s growth strategy.


2009<br />

annual report


The Chinese use two brush strokes<br />

to write the word ‘crisis’.<br />

One brush stroke stands for danger;<br />

the other for opportunity.<br />

In a crisis, be aware of the danger<br />

- but recognize the opportunity.<br />

John F. Kennedy, April 12, 1959


Contents<br />

Highlights 2009 6<br />

<strong>Refresco</strong> at a glance 8<br />

Our locations in Europe 10<br />

Growing strong 12<br />

Business review 2009 14<br />

Strategic <strong>de</strong>velopment 16<br />

Governance 22<br />

Risk management and internal control 22<br />

Corporate governance 26<br />

Supervisory Board Report 2009 28<br />

Sustainable growth 30<br />

Roots & values 30<br />

People & organization 32<br />

Preferred partner 33<br />

Environment 34<br />

Results 2009 36<br />

Outlook 2010 38<br />

Market review 2009 40<br />

Trends in the soft drink & juice market 42<br />

Battle or balance? Developments in private label and A-brands 46<br />

Retailers’ private label growth 53<br />

Building brand equity 55<br />

Financial review 2009 60<br />

Financial statements 64<br />

Auditor’s report 121<br />

Ten years <strong>Refresco</strong> 123<br />

Contact 124<br />

page _ 4 / 5


Highlights<br />

<strong>Refresco</strong> is a leading<br />

European manufacturer<br />

of soft drinks and juices


2009<br />

Our strategic achievements<br />

Strong autonomous growth in Iberia, UK and Nordics.<br />

A continued rationalization process in Germany.<br />

Reinforced focus on operational excellence: a cost-reduction<br />

program started in 2008 paid off in 2009.<br />

The acquisition of Schiffers Foods in the Netherlands<br />

in April 2009 strengthens our position in the Benelux<br />

market.<br />

Closure of a cooperation agreement with Leche Pascual in<br />

April 2009 leads to expansion of the juice business in Spain.<br />

Increased focus on our supply chain to safeguard the<br />

quality of our products.<br />

Our efforts rewar<strong>de</strong>d<br />

Revenue EBITDA<br />

EUR’000 1,400,000 EUR’000<br />

557,626<br />

2004<br />

606,001<br />

2005<br />

660,139<br />

2006<br />

951,613<br />

1,146,082<br />

2007 2008<br />

1,139,574<br />

2009<br />

1,300,000<br />

1,200,000<br />

1,100,000<br />

1,000,000<br />

900,000<br />

800,000<br />

700,000<br />

600,000<br />

500,000<br />

400,000<br />

300,000<br />

200,000<br />

100,000<br />

Revenue 2009 .......................................... EUR 1.14 billion<br />

Volume in liters ........................................ 3.4 billion (+8% vs 2008)<br />

Profit ......................................................... EUR 7.7 million<br />

EBITDA ...................................................... EUR 119.6 million<br />

EBITDA ratio ............................................. 10.5%<br />

Net cash from operating activities ........... EUR 94.9 million<br />

Return on capital employed ..................... 19.8%<br />

62,230<br />

2004<br />

64,112<br />

Note: Figures for 2008 have been restated to comply with IFRS. 2004-2007 are reported un<strong>de</strong>r Dutch GAAP.<br />

2005<br />

63,889<br />

2006<br />

77,451<br />

109,793<br />

2007 2008<br />

119,590<br />

2009<br />

140,000<br />

130,000<br />

120,000<br />

110,000<br />

100,000<br />

90,000<br />

80,000<br />

70,000<br />

60,000<br />

50,000<br />

40,000<br />

30,000<br />

20,000<br />

10,000<br />

page _ 6 / 7


We established a balanced platform<br />

for further growth


<strong>Refresco</strong><br />

at a glance


<strong>Refresco</strong> at a glance<br />

15<br />

14<br />

13<br />

12<br />

19<br />

10<br />

2<br />

H 1<br />

4 3<br />

9<br />

11<br />

5<br />

6<br />

8<br />

7<br />

16<br />

17<br />

18


Our locations in<br />

europe<br />

1 The Netherlands<br />

10<br />

Maarheeze<br />

2 The Netherlands<br />

Bo<strong>de</strong>graven<br />

3 The Netherlands<br />

Hoensbroek<br />

4 Belgium<br />

Ninove<br />

5 Germany<br />

Herrath<br />

6 Germany<br />

Uelzen<br />

7 Germany<br />

Dachwig<br />

8 Germany<br />

Grünsfeld<br />

9 France<br />

St. Donat<br />

France<br />

St. Alban<br />

11<br />

France<br />

Nuits St. Georges<br />

12 Iberia<br />

Oliva<br />

13 Iberia<br />

Marcilla<br />

14 Iberia<br />

Alcolea<br />

15 Iberia<br />

Palma <strong>de</strong>l Río<br />

16 Poland<br />

Kêty<br />

17 Poland<br />

Slemien<br />

18 Finland<br />

Kuopio<br />

19 United Kingdom<br />

Durham<br />

H <strong>Refresco</strong> Holding<br />

Dordrecht<br />

page _ 10 / 11


<strong>Refresco</strong> at a glance<br />

MBO of Menken<br />

Drinks and<br />

<strong>Refresco</strong>s<br />

<strong>de</strong> Sur Europa<br />

from Menken<br />

Holding<br />

85,000<br />

Acquisitions<br />

Krings<br />

Strengthened position in<br />

the Benelux market and<br />

access to the German<br />

market in private label<br />

juices and still drinks<br />

March 30<br />

<strong>Refresco</strong> Holding<br />

foun<strong>de</strong>d<br />

274,638<br />

Growing<br />

strong<br />

269,540<br />

Acquisitions<br />

Délifruits<br />

Access to strong aseptic<br />

PET capabilities and<br />

direct exposure to the<br />

French market<br />

Hardthof<br />

Strengthened position<br />

in Germany and<br />

relationship with hard<br />

discounters<br />

450,229<br />

Acquisitions<br />

Interfruit Vital<br />

Reinforced position in<br />

Iberia and in the hard<br />

discounter channel<br />

Acquisition of<br />

<strong>Refresco</strong> Holding<br />

by 3i<br />

544,463<br />

Acquisitions<br />

VIP-Juicemaker<br />

Footprint in Scandinavia<br />

and platform for the<br />

Baltic States<br />

557,626<br />

1999 2000 2001 2002 2003 2004


606,001<br />

Acquisition of <strong>Refresco</strong><br />

by FL-led consortium<br />

660,139<br />

Acquisitions<br />

Kentpol<br />

First entrance into the<br />

Polish market, company<br />

in carbonated<br />

soft drinks (CSDs) and<br />

mineral water<br />

Histogram<br />

Juice company in<br />

the UK, focused on<br />

contract manufacturing<br />

Nuits St. George<br />

2nd aseptic PET plant<br />

in France, our 1st one is<br />

fully utilized<br />

Sun Beverage Company<br />

Very strong in CSDs and<br />

mineral water in France<br />

and the Benelux<br />

951,613<br />

1,146,082 1,139,574<br />

Acquisitions<br />

Leche Pascual<br />

Rental agreement of the<br />

plant and cooperation<br />

agreement in packaging<br />

Schiffers Food<br />

Achieve No. 1 position in<br />

the Benelux market for<br />

private label soft drinks<br />

and juices<br />

Revenue in eur’000<br />

2005 2006 2007 2008 2009 2010<br />

page _ 12 / 13


We will remain mindful of our vision, to<br />

of soft drinks and juices, whilst speeding up the


ecome Europe’s No. 1 manufacturer<br />

execution of our Buy & Build strategy again<br />

Business review<br />

2009


Hans Roelofs<br />

Aart Duijzer


Strategic <strong>de</strong>velopment<br />

Since its foundation in 2000, <strong>Refresco</strong>’s focus over the years has been on growth by means of a Buy & Build strategy,<br />

both through acquisitions and organically. We recognize that in this business - where consolidation is the trend both on<br />

the supplier’s and the customer’s si<strong>de</strong> - size is crucial to success. Year after year <strong>Refresco</strong> has shown significant growth.<br />

In 2009 the economic situation was challenging for many<br />

companies. Consumer buying behavior has changed and has<br />

become more unpredictable. Spending per head has gone<br />

down in every single category, also in food and beverage.<br />

<strong>Refresco</strong> has been helped by consumers showing an increased<br />

interest in private label products. The volume in liters <strong>Refresco</strong><br />

produced in 2009 grew with 8% to 3.4 billion liters. It was<br />

only due to raw material price drops that the revenue slightly<br />

<strong>de</strong>creased to EUR 1.14 billion.<br />

Conditions on the financial markets are expected to further<br />

improve in the coming twelve months. We are confi<strong>de</strong>nt about<br />

the prospects of our business and we will remain mindful of<br />

our vision, to become Europe’s No. 1 manufacturer of soft<br />

drinks and juices, whilst speeding up the execution of our Buy<br />

& Build strategy again.<br />

Focus on building<br />

This year has been challenging for <strong>Refresco</strong> in the sense that<br />

the financial market did not allow us to execute our acquisition<br />

strategy in the way we inten<strong>de</strong>d. After years of rapid and solid<br />

growth through buying strong companies, the ‘build’ in our<br />

strategy has regained new focus in 2009. We were able to<br />

strengthen our business by setting up <strong>de</strong>dicated programs to<br />

reduce costs and by looking for organic investments that would<br />

make the business grow.<br />

We have been reviewing our European production footprint.<br />

This has resulted in the closure of a production site in Germany<br />

(Burgstetten) and the transfer of various lines between<br />

companies within the Group in or<strong>de</strong>r to optimize utilization of<br />

existing capacities. A cost-reduction program, together with<br />

investments in high-speed production lines, has strengthened<br />

the path towards full cost-price lea<strong>de</strong>rship in the industry. The<br />

focus on cost-price beneficial investments will be kept very<br />

alive in the Group. Every single <strong>de</strong>cision in the total supply<br />

chain of our products has been reviewed and rebalanced. The<br />

current market situation means that we cannot, more than ever<br />

before, allow unnecessary costs in our system.<br />

“It is very often not just about doing things better<br />

or cheaper, but daring to do things differently.”<br />

It is very often not just about doing things better or cheaper,<br />

but daring to do things differently. This challenge to our total<br />

organization has ma<strong>de</strong> us more professional and given us<br />

flexibility in mindset as well as competitive strength.<br />

page _ 16 / 17


Business review 2009<br />

Investments in 2009<br />

As anticipated in the annual report of 2008, <strong>Refresco</strong>’s<br />

investments in 2009 were above the 2008 level. In total<br />

EUR 48.5 million was invested at the nineteen production sites.<br />

Part of the total investments was spent on the expansion of<br />

capacity in the Benelux, France and Iberia. Also in the UK and<br />

Nordics we have been spending capex on new production<br />

lines. All these investments should be seen as the fundament<br />

for further organic growth in 2010. The remain<strong>de</strong>r was spent<br />

on replacement projects, refurbishing and mo<strong>de</strong>rnizing our<br />

manufacturing setup to the required standards. Special focus<br />

was put on cost reduction. Capex projects with clear cost<br />

advantages were ranked as top of the list throughout 2009.<br />

We expect the level of investment in 2010 to be slightly<br />

below the 2009 level.<br />

Acquisition strategy<br />

Since 2000 <strong>Refresco</strong> has successfully realized 10 acquisitions<br />

of strong regional soft drink and juice manufacturers in eight<br />

countries. Because of the turbulent financial markets, which<br />

also impacts <strong>Refresco</strong>’s sharehol<strong>de</strong>rs, we were limited in<br />

carrying out our acquisition strategy in 2009.<br />

Since the end of 2009, the ‘Buy’ in our Buy & Build strategy<br />

regained its focus because the required financial support for<br />

all sizes of acquisition projects became available again in the<br />

market. We will re-accelerate the Buy & Build strategy in the<br />

coming years, where potential targets will have our interest<br />

and will be reviewed. The acquisition strategy for 2010 will<br />

focus on further expansion of our business within our current<br />

geographic presence and adjacent countries.<br />

Within the classical Buy & Build acquisition strategy we<br />

distinguish three acquisition areas that will jointly enable the<br />

accomplishment of our mission: to complete our portfolio, to<br />

expand our presence in new markets, and finally, to increase<br />

throughput of production sites acquired from A-brands. First,<br />

we aim to complete our product portfolio by buying companies<br />

with portfolios of products that strengthen our presence in<br />

existing markets. This way we can realize operational, cost and<br />

purchasing synergies and improve our offerings to customers.<br />

Second, we will acquire companies to expand our presence in<br />

new markets. This will give us access to large markets like the<br />

UK and fast-growing markets such as Eastern Europe. It will<br />

also enable us to realize revenue synergies through cross-selling<br />

products and purchasing synergies; it supports customer growth<br />

too. This will provi<strong>de</strong> a platform for additional international<br />

acquisitions in or<strong>de</strong>r to <strong>de</strong>velop the business further. Third, we<br />

will acquire manufacturing facilities from A-brand companies to<br />

drive earnings uplift by increasing throughput of the acquired<br />

plant. This will also strengthen the relationship with the<br />

A-brand vendor. The combined customer base of retailers and<br />

A-brand companies will allow us to improve plant utilization<br />

without creating conflicts of interest. Because of the worsened<br />

economic situation in 2008 and 2009 and the subsequent drop in<br />

financial back-up we nee<strong>de</strong>d to find alternative ways of growing<br />

our business. We were able to expand our business in another<br />

manner than by acquisitions: through a cooperation agreement.<br />

Acquisitions in 2009<br />

In 2009 two <strong>de</strong>als were closed. A sales and purchase agreement<br />

was closed in the Netherlands in April 2009 with Bavaria N.V. to<br />

acquire the soft drink production site of Bavaria - Schiffers Food<br />

- in Hoensbroek (The Netherlands). Schiffers Food produces<br />

carbonated soft drinks (CSDs) and mineral water in PET, mainly<br />

as a private label for major retailers. This company has become<br />

part of the <strong>Refresco</strong> Benelux business unit, expanding the<br />

portfolio of <strong>Refresco</strong> Benelux with PET for the Dutch market.<br />

It provi<strong>de</strong>s greater opportunities to optimize production in the<br />

Benelux as well as to service the market better.<br />

“This year’s business focus


To expand our juice business in Spain, we closed a cooperation<br />

agreement with Zumos Pascual (part of Grupo Leche Pascual)<br />

in Palma <strong>de</strong>l Río, Córdoba. We rent the production plant at<br />

Palma <strong>de</strong>l Río – excluding the Not From Concentrate (NFC) fresh<br />

orange pressing area – and have closed a co-manufacturing<br />

contract to produce and pack Pascual juices and fruit drinks at<br />

the Palma <strong>de</strong>l Río location. Also, we have ad<strong>de</strong>d manufacturing<br />

activities to the plant to supply our customers in Spain as well<br />

as in Portugal. Finally, we can purchase the yearly surplus of<br />

Vision<br />

To become Europe’s<br />

No. 1 in soft drink<br />

and fruit juice<br />

manufacturing<br />

direct juice (NFC) pressed by Zumos Pascual in Palma <strong>de</strong>l Río.<br />

The rental agreement for the Palma <strong>de</strong>l Rio plant creates<br />

additional capacity in carton and aseptic PET, therefore<br />

contributing to the further organic growth of <strong>Refresco</strong> Iberia.<br />

The contribution of Schiffers Food and Leche Pascual to<br />

<strong>Refresco</strong>’s performance was already nicely visible in 2009<br />

(see note 6.1 of the consolidated financial statements)<br />

and will further increase in 2010.<br />

Mission<br />

To build a European<br />

platform of soft drink<br />

and fruit juice<br />

manufacturers<br />

has been on stabilizing autonomous growth<br />

through implementation of best practices,<br />

consequently creating additional synergies.”<br />

page _ 18 / 19


Business review 2009<br />

Strategic raw material positions<br />

Over the past few years <strong>Refresco</strong> has been building a strong<br />

position as a supplier of direct juice, also know as NFC (Not<br />

produced From Concentrate) juice. Recognizing the ten<strong>de</strong>ncy<br />

of the consumer to prefer NFC juice as opposed to juice from<br />

concentrate compelled us to expand our position further than<br />

our own NFC orange juice facility in Oliva (Spain). <strong>Refresco</strong><br />

entered into a strategic partnership with some of its Brazilian<br />

suppliers and became inspired to create a close cooperation<br />

on NFC with Grupo Leche Pascual in Spain. Backward integration<br />

has not been, and will not be, part of <strong>Refresco</strong>’s strategy.<br />

However, having the ability to guarantee raw material positions<br />

in growing markets is crucial for us to provi<strong>de</strong> the best service<br />

to our customers across Europe.<br />

The availability of Brazilian and Spanish NFC orange juice is<br />

seen as an important tool for <strong>de</strong>veloping one of our core markets.<br />

In many markets, our profile in relation to our customer<br />

base is much more supply-chain oriented than it was in the last<br />

few years. Next to managing cost price, quality and <strong>de</strong>livery<br />

performance, optimization of the total supply chain is increasingly<br />

important.<br />

Realignment of our portfolio<br />

Over the past few years, <strong>Refresco</strong> has increasingly moved<br />

from being mainly a juice producer to being a producer of all<br />

non-alcoholic beverages. This shift was most clearly visible in<br />

the last two years. Although juices still occupy a large share<br />

of the portfolio, with the acquisition of Schiffers Food in 2009,<br />

the presence of carbonated soft drinks (CSDs) and still drinks<br />

has grown and has consi<strong>de</strong>rably strengthened the portfolio.<br />

The acquisition also gives <strong>Refresco</strong> the opportunity to increase<br />

its private label propositions with regard to international<br />

retailers. What is more, it offers the company a more evenly<br />

spread risk profile from a purchasing perspective and enables<br />

us to leverage on purchasing and manufacturing synergies.<br />

The platform for further growth in the total portfolio of nonalcoholic<br />

beverages has been established.<br />

“We will stay focused<br />

on producing non-alcoholic beverages<br />

in all kinds of one-way packaging types for our customers in Europe.”<br />

Matching our strategy, we will stay focused on producing<br />

non-alcoholic beverages in all kinds of one-way packaging<br />

types for two types of customers in Europe – in manufacturing<br />

private label for retailers and co-manufacturing for A-brands.<br />

Throughout the entire supply chain we will invest in relations<br />

to optimize costs and consequently to improve our supply<br />

chain management.


2009 revenue<br />

A focused, well-balanced total portfolio<br />

other 7%<br />

waters 4%<br />

functional/still drinks 6%<br />

ready to drink (RTD) tea 15%<br />

carbonated soft drinks (CSDs) 18%<br />

fruit juices 49%<br />

A broa<strong>de</strong>ned customer base<br />

value brands and others 11%<br />

contract manufacturing 27%<br />

private label 63%<br />

<strong>Refresco</strong> invested in strengthening its relationships with<br />

A-brand customers in 2009. The relationships with Coca-Cola,<br />

Heinz, Orangina Schweppes, PepsiCo and Unilever have evolved<br />

into international strategic supply chain positions. Combining<br />

the production of private label with the co-production of<br />

A-brands gives an opportunity for the customer, as well as for<br />

<strong>Refresco</strong>, to better control the cost price of the final product.<br />

The coming years offer a window of opportunity to enlarge<br />

production and distribution for these customers. The stateof-the-art<br />

status of our plants and level of accreditation of<br />

our companies enable us to be a key supplier for high-end<br />

positioned brands.<br />

aseptic PET 14%<br />

PET 22%<br />

cans 25%<br />

cartons 40%<br />

CEE 2%<br />

UK 3%<br />

Nordic 4%<br />

Iberia 16%<br />

France 20%<br />

Germany 21%<br />

Benelux 34%<br />

Products Channels Packaging Business units<br />

Investments linked to this ability to combine private label<br />

production with production for A-brand manufacturers are<br />

now being leveraged upon. The increased interest for private<br />

label by the consumer further intensified the cooperation with<br />

our (international) retail customer base. Product <strong>de</strong>velopment<br />

of ‘good value for money’ alternatives has played a leading<br />

role in broa<strong>de</strong>ning the shelf space for private label. <strong>Refresco</strong><br />

businesses are increasingly expected to offer a complete<br />

supply chain solution instead of only offering the final product.<br />

This fits in perfectly with our business mo<strong>de</strong>l where we put a<br />

strong focus on long-term relationships with our stakehol<strong>de</strong>rs/<br />

customers.<br />

page _ 20 / 21


Business review 2009<br />

Governance<br />

<strong>Refresco</strong> is committed to run its business with integrity. The governance structure that is <strong>de</strong>scribed in this chapter<br />

reflects how the group is directed and controlled, suiting the interests of its business and stakehol<strong>de</strong>rs. As entrepreneurship<br />

is one of <strong>Refresco</strong>’s most important core values, a certain level of risk taking is part of our nature and is<br />

consi<strong>de</strong>red to be unavoidable when doing business. In this section we <strong>de</strong>scribe possible risks on multiple levels<br />

and how we manage the <strong>de</strong>scribed risks.<br />

Risk management and internal control<br />

A simple <strong>de</strong>finition of risk management is the process of<br />

un<strong>de</strong>rstanding and managing the risks that an organization<br />

inevitably is subject to in attempting to achieve its corporate<br />

objectives. <strong>Refresco</strong>’s risk management and internal control<br />

systems are set up to mitigate the uncertainties that we face,<br />

therefore improving conditions for achieving our objectives.<br />

The following risks can be distinguished.<br />

Strategic risks<br />

<strong>Refresco</strong> may not be able to fully implement its strategy<br />

or achieve the set objectives due to the global financial and<br />

economic situation.<br />

The global economic downturn has impacted economies and<br />

markets in which we operate. Therefore <strong>Refresco</strong> was subject<br />

to a number of risks that might impair our ability to fully<br />

implement our strategy or achieve the set objectives. The<br />

liquidity crisis was limiting the availability of credit, which had<br />

a negative impact on the execution of our inten<strong>de</strong>d acquisition<br />

strategy. <strong>Refresco</strong> realized that to stay healthy and further<br />

strengthen our competitive position in this economic situation,<br />

short-term measures nee<strong>de</strong>d to be taken. To reduce costs in<br />

2008 and 2009 we have reduced working capital significantly.<br />

As a result the cash position of the company remains strong and<br />

working capital control remains tight.<br />

Operational risks<br />

<strong>Refresco</strong> faces risks of economic downturn reducing<br />

sales and/or margins<br />

A large part of <strong>Refresco</strong>’s revenue comes from economies<br />

that are severely affected by the unprece<strong>de</strong>nted economic<br />

slowdown. This has adversely impacted consumer markets<br />

and changes in consumer behavior. <strong>Refresco</strong>’s business is<br />

largely <strong>de</strong>pen<strong>de</strong>nt on continued consumer <strong>de</strong>mand, and less<br />

consumer spending may reduce the sales of our products with<br />

clear implications for revenue and profitability. Last year’s<br />

experience <strong>de</strong>monstrated that the private label soft drink and<br />

juice market is less sensitive to an economic downturn than<br />

other Fast Moving Consumer Goods (FMCG) markets. However,<br />

the margin pressure of our retail customers is stronger than<br />

ever. Within our strategy we aim at a broad portfolio: on<br />

product level, as in customer portfolio, as well as geographical<br />

spread to mitigate risks caused by the negative effect of one<br />

category. <strong>Refresco</strong> closely monitors performance in the most<br />

volatile markets as well as customers and suppliers, and is<br />

able to respond quickly in an effort to protect its business.


Risks related to price fluctuations and supply si<strong>de</strong><br />

Also in 2009 we faced significant volatility in the cost of<br />

various commodities and raw and packaging materials. In<br />

general, we have a policy of purchasing forward contracts<br />

for raw materials and commodities in or<strong>de</strong>r to cover sales<br />

positions with our customers. In addition, we substantially<br />

mitigate remaining risks through a combination of price<br />

increases, supply chain savings and mix improvements. Where<br />

appropriate, we also use futures contracts to hedge future<br />

price movements, especially in relation to purchases in US<br />

dollars. As a result of the acquisitions realized in the past few<br />

years and in 2009 our vulnerability on the supply si<strong>de</strong> has<br />

<strong>de</strong>creased. <strong>Refresco</strong> has increasingly become a total soft drink<br />

producer rather than just a juice producer and has balanced its<br />

customer portfolio -that in the early years mainly consisted of<br />

retail customers- with a larger share of A-brand manufacturers,<br />

thereby creating long-term stability. Whereas the contracts with<br />

retailers are renegotiated every year, we close co-manufacturing<br />

agreements with A-brand manufacturers for 3-5 years, thus<br />

ensuring capacity. This has reduced supply si<strong>de</strong> risk associated<br />

with vulnerability to individual commodities, raw materials and<br />

packaging, and to countries that supply these items.<br />

<strong>Refresco</strong> faces risks related to food safety<br />

Because the supply chain is becoming more and more<br />

internationalized, increasing levels of regulatory and consumer<br />

focus continue to ren<strong>de</strong>r food safety one of <strong>Refresco</strong>’s most<br />

significant business risks. <strong>Refresco</strong> may be confronted with<br />

food problems, including disruptions to the supply chain caused<br />

by food-borne illnesses, which may have a material adverse<br />

effect on <strong>Refresco</strong>’s reputation, sales and results of operations.<br />

To mitigate these risks, every production site has its own<br />

implemented quality system (HACCP) based on critical control<br />

and quality points in the production process in or<strong>de</strong>r to ensure<br />

food safety and quality. Additionally, every production site has<br />

been certified according to the International Food Standard (IFS)<br />

or, in the UK, to the British Retail Consortium (BRC) protocol to<br />

ensure food safety. Notwithstanding economic circumstances,<br />

<strong>Refresco</strong> is committed to not making any compromise on quality.<br />

Financial risks<br />

In addition to the above, <strong>Refresco</strong> is exposed to various<br />

specific risks in connection with our financial operations and<br />

results. These risks inclu<strong>de</strong> the following:<br />

the impact of movement in equity markets, interest rates<br />

and life expectancy on net pension liabilities;<br />

maintenance of group cash flows at an appropriate level;<br />

exposure of <strong>de</strong>bt and cash positions to changes in<br />

interest rates;<br />

potential impact of changes in exchange rates on the<br />

Group’s earnings and on the translation of its un<strong>de</strong>rlying<br />

net assets;<br />

market liquidity and counterparty risks;<br />

behavior of banks and credit insurers.<br />

Risk of losses due to credit risk<br />

There is no significant concentration of credit risk. In general,<br />

<strong>Refresco</strong> <strong>de</strong>als with several large customers and suppliers.<br />

However, as a result of acquisitions ma<strong>de</strong> in 2009, concentration<br />

on individual customers has <strong>de</strong>creased further. Our customers are<br />

subjected to credit limits and/or creditworthiness tests and sales<br />

are subject to payment conditions that are common practice in<br />

each country. Losses because of credit risk are unlikely, especially<br />

since due to the diversification of our activities credit risk from<br />

<strong>de</strong>bt is limited. The effects of the economic recession on our<br />

clients are carefully monitored. Since our customers are leading<br />

European or global retailers and A-brand companies, we do not<br />

insure credit risks.<br />

page _ 22 / 23


Business review 2009<br />

Other risks<br />

<strong>Refresco</strong>’s businesses are exposed to varying <strong>de</strong>grees of risk<br />

and uncertainty related to other factors, including competitive<br />

pricing, consumption levels, physical risks, legislative, fiscal,<br />

tax and regulatory <strong>de</strong>velopments, terrorism and economic,<br />

political, and social conditions in the environments where we<br />

operate. All of these risks could materially affect the Group’s<br />

business, revenue, operating profit, net profit, net assets<br />

and liquidity. There may be other risks that are unknown to<br />

<strong>Refresco</strong> or that are currently believed to be immaterial.<br />

Insurance<br />

As a multinational group with diverse product offerings and<br />

operations in eight countries, <strong>Refresco</strong> is subject to varying<br />

<strong>de</strong>grees of risk and uncertainty. It does not take out insurance<br />

against all risks and retains a significant element of exposure<br />

to those risks against which it is insured. However, its business<br />

assets in each country are insured against insurable risks as<br />

<strong>de</strong>emed appropriate. It is insured against key risks like fire,<br />

business interruption and product and general liability.<br />

Internal Control and Reporting Procedures<br />

In 2008 we started internal audit procedures supported by<br />

KPMG, which were continued in 2009. These procedures play<br />

a key role in providing an objective view and continuous<br />

reassurance of the effectiveness of risk management and<br />

related control systems throughout <strong>Refresco</strong>, to both business<br />

unit management and the Executive Board. The Group recently<br />

established an in<strong>de</strong>pen<strong>de</strong>nt Audit Committee, comprising<br />

entirely of Supervisory Board members, which started its<br />

activities in 2009. The Committee has met twice to discuss<br />

various internal control and audit measures. The Committee<br />

has discussed IFRS reporting standards and agreed to use<br />

them as of 2009.<br />

<strong>Refresco</strong> has a comprehensive budgeting and monthly reporting<br />

system with an annual budget approved by the Executive and<br />

Supervisory Boards. Monthly reporting routines are used to<br />

monitor performance against budget and previous year.<br />

It is <strong>Refresco</strong>’s practice to bring newly acquired companies into<br />

the Group’s governance procedures as soon as is practicable,<br />

and in any event, by the end of the first full year of operation.


page _ 24 / 25


Business review 2009<br />

Corporate governance<br />

Governance Structure<br />

<strong>Refresco</strong>’s governance structure is <strong>de</strong>centralized in or<strong>de</strong>r to<br />

respond quickly to market changes and customer <strong>de</strong>mands.<br />

The structure is built up around a central holding and 19 locally<br />

operating production sites. The production sites are clustered<br />

into four business units in regions where we have multiple<br />

companies and production facilities and three profit centers in<br />

regions with single companies. These seven business entities<br />

operate in<strong>de</strong>pen<strong>de</strong>ntly in their own markets and are held<br />

accountable for their regional performance. It is within our<br />

business philosophy that we keep the lines between Holding<br />

and regional business units and profit centers as short as<br />

possible.<br />

The local business units and profit centers are close to the<br />

customer and can be responsive to their needs. They are<br />

responsible for regional performance. At <strong>Refresco</strong> Holding a<br />

compact team coordinates central functions, realizes scale<br />

benefits and provi<strong>de</strong>s the business units with the tools to run<br />

their businesses in the best way possible. <strong>Refresco</strong> Holding<br />

has a two-tier board structure with an Executive Board that<br />

manages the Group on a day-to-day basis and an in<strong>de</strong>pen<strong>de</strong>nt<br />

Supervisory Board. The Executive and Supervisory Boards meet<br />

regularly.<br />

Executive Board<br />

<strong>Refresco</strong> is managed by the Executive Board, which is<br />

supervised and advised by the Supervisory Board. The<br />

Executive Board is responsible for the overall management<br />

and performance of <strong>Refresco</strong> and for <strong>de</strong>fining and executing<br />

its acquisition strategy. Their agenda inclu<strong>de</strong>s: strategy<br />

formulation, providing annual statements, <strong>de</strong>finition of annual<br />

budget and preparation of business plans, approval of major<br />

capital investments, monitoring of internal controls, acquisition<br />

policy, <strong>de</strong>al making and other important policy matters. The<br />

Executive Board provi<strong>de</strong>s the Supervisory Board with all the<br />

necessary and requested information. Key pieces of information<br />

provi<strong>de</strong>d are the budget, monthly management accounts, the<br />

annual report, proposals for significant investments, acquisition<br />

memoranda, risk management & control reports and major HR<br />

& ICT matters.


Supervisory Board<br />

The Supervisory Board is responsible for supervising and advi-<br />

sing the Executive Board and overseeing the general course of<br />

affairs and strategy of the company. The articles of association<br />

set forth that a number of strategic or otherwise important<br />

<strong>de</strong>cisions require the prior approval of the Supervisory Board.<br />

These inclu<strong>de</strong>: acquisitions, re<strong>de</strong>mptions, significant changes<br />

in the i<strong>de</strong>ntity or nature of the company or its businesses. Each<br />

year the budget is established by the Executive Board and approved<br />

by the Supervisory Board.<br />

The Supervisory Board has formed a remuneration committee<br />

in which proposals from the Executive Board concerning<br />

the remuneration policy for the Group are discussed. The<br />

Supervisory Board has also instituted an audit committee, which<br />

started its activities in 2009. Also other functions (HR, ICT, risk<br />

management) are discussed in the Supervisory Board meeting.<br />

The Chairman of the Supervisory Board is responsible for leading<br />

the Supervisory Board and functions as a sounding board for the<br />

Executive Board.<br />

page _ 26 / 27


Business review 2009<br />

Supervisory Board report<br />

The Supervisory Board is responsible for advising and<br />

supervising the Executive Board of <strong>Refresco</strong> and overseeing<br />

the general company strategy, including the general course<br />

of affairs.<br />

In the execution of their duties the Supervisory Board is<br />

gui<strong>de</strong>d by the overall interest of <strong>Refresco</strong> and relevant<br />

interests of its stakehol<strong>de</strong>rs.<br />

A year of sustainable growth<br />

The year 2009 has been a challenging one for <strong>Refresco</strong>.<br />

Following the substantial acquisitions ma<strong>de</strong> in 2007, the<br />

volume grew by 8% with operational performance on<br />

target and integration of the acquired companies well on<br />

track. Although the economic downturn affected some of<br />

our Icelandic sharehol<strong>de</strong>rs the situation has stabilized and<br />

alternatives to safeguard the continuity of the company and<br />

support further growth were evaluated. In 2009 two major<br />

strategic steps in the further <strong>de</strong>velopment of the Group have<br />

been realized. One concerned the acquisition in the Benelux<br />

of the soft drink division of Bavaria. In Spain, a cooperation<br />

contract with Leche Pascual was agreed upon for their juice<br />

business. Both agreements were closed in April 2009. Other<br />

acquisition targets and projects have been approached and<br />

discussed in or<strong>de</strong>r to create further growth in 2010 and later.<br />

Supervision<br />

The Supervisory Board met frequently in 2009. The meetings<br />

covered routine operational matters and focused on levels of key<br />

resources and strategy implementation. In various meetings the<br />

Supervisory Board discussed the two inten<strong>de</strong>d <strong>de</strong>als and the<br />

integration of the companies within the organizational structure.<br />

The Chairman and CEO had regular contact throughout the year.<br />

In particular, upon the occurrence of the Icelandic financial crisis<br />

the Supervisory and Executive Boards held regular updates to<br />

discuss operational and financial issues.<br />

Subjects discussed during the year’s meetings inclu<strong>de</strong>d:<br />

The medium-term Buy & Build strategy<br />

Potential acquisition opportunities<br />

Senior management appointments and significant human<br />

resources matters<br />

Major capital investments<br />

Operating and financial performance of the subsidiaries<br />

Bank financing arrangements<br />

Budget for 2010<br />

Outlook for the years thereafter<br />

Business plan 2012<br />

Risk and control framework


Composition of the Supervisory Board<br />

In 2009 the following changes were ma<strong>de</strong> to the composition of<br />

<strong>Refresco</strong>’s Supervisory Board. Jan Driessens and Sigurjon Palsson<br />

resigned from the Supervisory Board and Jon Sigurdsson, Hilmar<br />

Thor Kristinsson, Aalt Dijkhuizen and Peter Paul Verhallen were<br />

appointed. Per January 2010 Frans Barel resigned. We would like<br />

to thank Frans Barel, Jan Driessens and Sigurjon Palsson for their<br />

contribution to the Board and the company.<br />

Name Date of initial appointment<br />

Marc Veen May, 2006<br />

Thorsteinn Jonssón May, 2006<br />

Adam Shaw October, 2007<br />

Jon Sigurdsson April, 2009<br />

Hilmar Thor Kristinsson August, 2009<br />

Aalt Dijkhuizen October, 2009<br />

Peter Paul Verhallen October, 2009<br />

Annual Report 2009<br />

This Annual Report and the 2009 financial statements,<br />

audited by PricewaterhouseCoopers Accountants N.V., were<br />

presented to the Supervisory Board in a meeting that inclu<strong>de</strong>d<br />

representatives from PricewaterhouseCoopers Accountants N.V.<br />

Their Auditor’s report can be found on page 121 of this Annual<br />

Report. The Supervisory Board endorses this Annual Report<br />

and recommends that the General Meeting of Sharehol<strong>de</strong>rs<br />

adopt the financial statements for 2009.<br />

In conclusion<br />

We are pleased with the <strong>de</strong>velopment of the company and<br />

the strong operational performance that has been achieved,<br />

<strong>de</strong>spite a turbulent year. We believe that the un<strong>de</strong>rlying<br />

business is good and that the performance in 2010 will<br />

exceed 2009. We would like to express our appreciation<br />

of the commitment and <strong>de</strong>dication of the Executive Board<br />

and all of <strong>Refresco</strong>’s employees<br />

Dordrecht, March 17, 2010<br />

On behalf of the Supervisory Board,<br />

Marc Veen<br />

Chairman<br />

page _ 28 / 29


Business review 2009<br />

Sustainable growth<br />

As a leading European soft drink and fruit juice manufacturer we are committed to responsibly producing and<br />

supplying high quality while focusing on our goal of sustainably increasing the value of our business with regard to<br />

our stakehol<strong>de</strong>rs. We put great emphasis on creating a safe workplace for our people and building our organization.<br />

We aim to be the preferred partner for our customers, suppliers and other parties. Last but not least, we also<br />

acknowledge our responsibility for the environment.<br />

Roots & values<br />

Conditions for sustainable growth are the roots and values<br />

that are at the foundation of the <strong>Refresco</strong> organization. These<br />

roots and values are observed throughout the entire <strong>Refresco</strong><br />

organization and influence the way we do business across the<br />

whole group.<br />

In this section we outline our roots and values and share our<br />

progress over the last year in the above-mentioned three areas<br />

of sustainable growth.<br />

Total portfolio<br />

Speed to market<br />

Innovation-driver<br />

Geographic spread<br />

Scale<br />

Quality Reliability Cost-lea<strong>de</strong>rship<br />

<strong>Refresco</strong> roots & differentiators<br />

<strong>Refresco</strong> roots<br />

Our roots of Quality, Reliability and Cost Lea<strong>de</strong>rship have been<br />

embed<strong>de</strong>d in everything we have done in the past ten years.<br />

We believe they are essential to our people, our suppliers and<br />

our customers. They set the standard for expectations -- a key<br />

condition for success.<br />

Quality<br />

Delivering quality is a central concern to the people in our<br />

organization. We cooperate closely with customers, consi<strong>de</strong>r<br />

the options si<strong>de</strong> by si<strong>de</strong> with them and in many cases conjointly<br />

<strong>de</strong>velop products that will meet their needs and the consumer’s<br />

<strong>de</strong>mand. In cases of co-manufacturing, we <strong>de</strong>liver according to<br />

previously agreed specifications, quantities and time frames.<br />

We maintain a close and preferably long-standing relationship<br />

with our customers at all levels, listening carefully to their<br />

requirements so we can provi<strong>de</strong> them with what they need. We<br />

un<strong>de</strong>rstand the responsibility our customers entrust us with, and<br />

we treat all customer information with integrity.<br />

Each site has adopted a quality assurance approach whereby<br />

production quality is monitored against specifications and<br />

legislation at each stage of production to ensure that the<br />

customer receives good product quality. Every production<br />

site has its own implemented quality system based on critical<br />

control and quality points in the production process to ensure<br />

food safety and quality. Every production site has been certified<br />

according to the International Food Standard (IFS) or, in the UK,


to the British Retail Consortium (BRC) protocol to ensure<br />

food safety. Except for our Polish plants, all production sites are<br />

certified according to ISO 14001 or comparable standards. The<br />

remaining Polish plants are slated to become certified in 2010.<br />

Reliability<br />

We put great emphasis on food safety, quality and <strong>de</strong>livery<br />

performance with our goal being able to exceed our customers’<br />

expectations. Every day we conduct measurements of <strong>de</strong>liveries<br />

to ensure that our customers receive products with the correct<br />

specifications. All of our sites work with a supply and <strong>de</strong>mand<br />

quality system and have implemented or are in the process of<br />

implementing a Group ERP system. In case we need to work<br />

in a ‘just-in-time’ environment with a customer, complicated<br />

and <strong>de</strong>tailed planning and scheduling allow us to <strong>de</strong>liver in the<br />

right place at the right time. In these cases it is of the utmost<br />

importance to closely cooperate with our customers to assist in<br />

improving realistic forecasting and to optimize manufacturing,<br />

scheduling and planning. Our highly experienced professionals<br />

work together in planning, purchasing and logistics teams, to<br />

help ensure timely <strong>de</strong>livery.<br />

Cost Lea<strong>de</strong>rship<br />

Ever since our company started we have been convinced that<br />

cost lea<strong>de</strong>rship is a basic condition for doing business in the<br />

soft drink and juice market. It is our aim to ensure that we can<br />

offer our customers economies of scale without failing customer<br />

service at a local level. We can spread our resources across<br />

the Group within our business mo<strong>de</strong>l and thereby leverage<br />

economies of scale without compromising our flexibility or our<br />

ability to provi<strong>de</strong> our individual customers with service.<br />

The differentiators<br />

Our Total Portfolio, Geographic spread, Speed to market,<br />

Innovation drive and Scale are factors that differentiate us<br />

in the market. We are able to offer a total portfolio of all<br />

non-alcoholic beverages from (carbonated) soft drinks (CSDs)<br />

and waters to direct juice. Because we are present in eight<br />

countries throughout Europe, we keep our distribution<br />

distances as low as possible to help control our customers’<br />

MEASURING QUALITy<br />

To exceed both our own and our customers’ expectations, we<br />

engage in a continuous improvement process in our working<br />

methods. The actions taken are based on learning points<br />

gathered during production as a result of customer questions<br />

or complaints as well as on our own experiences. Information<br />

is shared between business units and production plants<br />

and cross-check analyses are continually being done.<br />

We act quickly on individual customer complaints<br />

to make sure we can prevent re-occurrence.<br />

margins and to address environmental concerns. We can<br />

<strong>de</strong>velop new concepts exceptionally fast in close cooperation<br />

with our customers and launch the results on the market<br />

in an extremely short time frame. Innovation is essential to<br />

encouraging market growth. It is our job to stay ahead of<br />

trends in non-alcoholic beverages and arm our customers with<br />

suitable <strong>de</strong>velopment i<strong>de</strong>as that fit the needs of their own<br />

customers, wherever they may be.<br />

<strong>Refresco</strong> values<br />

Entrepreneurship, No-nonsense, Teamwork, Spirit and Focus are<br />

the values that best <strong>de</strong>scribe the <strong>Refresco</strong> culture and the way we<br />

operate in our day-to-day business. These values are embed<strong>de</strong>d<br />

in the <strong>Refresco</strong> organization, each expressing how we want to<br />

be known in this business. Our people are recruited, rewar<strong>de</strong>d<br />

and appraised using competences that form the baseline of<br />

the aforementioned company values: e.g. results orientation,<br />

<strong>de</strong>cisiveness, open communication and consultative lea<strong>de</strong>rship,<br />

to ensure that the <strong>Refresco</strong> culture is kept alive within the Group.<br />

Entrepreneurship<br />

No-nonsense<br />

Teamwork<br />

Spirit<br />

Focus<br />

<strong>Refresco</strong> values<br />

page _ 30 / 31


Business review 2009<br />

People and organization<br />

<strong>Refresco</strong>’s fast-track growth requires continuous proactive<br />

<strong>de</strong>velopment of the organization and its staff on all levels.<br />

The <strong>Refresco</strong> organization is based on strong and empowered<br />

geographic profit-responsible units and now consists of<br />

four business units in regions where we have multiple<br />

companies and production facilities, and three profit centers<br />

in regions with a single company. In compliance with our<br />

business philosophy, we keep the lines between Holding and<br />

geographies simple and short. By doing so, we can closely<br />

gui<strong>de</strong> and support the unit management to guarantee the<br />

necessary speed in <strong>de</strong>cision-making processes. In 2008, the focus<br />

was on optimization of structures, streamlining of operations and<br />

staffing of senior management positions following the acquisitions<br />

and organic growth of <strong>Refresco</strong> in 2007. Local teams were ready<br />

to manage the increased scope and to realize the projected future<br />

growth of <strong>Refresco</strong>. This year, initiatives have been focused more<br />

around <strong>de</strong>velopment, building on the strategic outlook, culture<br />

and core values that were <strong>de</strong>fined in 2008. Nevertheless, in 2009<br />

several units also continued to streamline their operations and to<br />

rightsize activities.<br />

<strong>Refresco</strong><br />

Benelux<br />

4<br />

factories<br />

<strong>Refresco</strong><br />

France<br />

3<br />

factories<br />

<strong>Refresco</strong><br />

Germany<br />

4<br />

factories<br />

<strong>Refresco</strong><br />

Iberia<br />

4<br />

factories<br />

Holding<br />

to streamline<br />

With the strengthened HR functions across the units, a new<br />

approach to management <strong>de</strong>velopment and talent i<strong>de</strong>ntification<br />

was rolled out, group-wi<strong>de</strong> training initiatives were taken and<br />

on a local level high priority was given to strengthening the<br />

middle management layers of <strong>Refresco</strong>. In general, all units<br />

moved forward in professionalizing their human resources<br />

function, policies and practices.<br />

The focus on <strong>de</strong>velopment and unlocking internal human<br />

potential is very important in being able to accommodate the<br />

fast-paced growth. Because the majority of staff in senior<br />

management positions joined <strong>Refresco</strong> from outsi<strong>de</strong> companies<br />

over the last three years, the ambition is to significantly promote<br />

<strong>Refresco</strong>-groomed management talent to higher positions<br />

in the coming years, within and across (newly acquired)<br />

units. This is why <strong>Refresco</strong> <strong>de</strong>signed and implemented a new<br />

management <strong>de</strong>velopment approach with special inclusion<br />

of middle-management levels. Recruitment efforts started<br />

to be more tuned to employing higher potential talent in<br />

middle-management levels and increasing efforts in coaching<br />

and <strong>de</strong>veloping talent. After they were trained in behavioral<br />

competences, managers across the units engaged in a workshop<br />

<strong>Refresco</strong><br />

Scandinavia<br />

1<br />

factory<br />

<strong>Refresco</strong><br />

Poland<br />

2<br />

factories<br />

<strong>Refresco</strong><br />

UK<br />

1<br />

factory


“In 2009 <strong>Refresco</strong> business units continued<br />

their operations and to rightsize activities”<br />

to <strong>de</strong>fine <strong>Refresco</strong> lea<strong>de</strong>rship behavior, which formed the<br />

backbone for <strong>de</strong>veloping <strong>Refresco</strong> management. A group training<br />

program was <strong>de</strong>signed, for which we use an outsi<strong>de</strong> faculty from<br />

a few selected preferred suppliers, each covering different areas<br />

of lea<strong>de</strong>rship and management skill <strong>de</strong>velopment.<br />

In <strong>Refresco</strong> Benelux and <strong>Refresco</strong> Iberia the acquisition and<br />

integration of Schiffers Food at Hoensbroek and the Zumos<br />

Pascual plant at Palma <strong>de</strong>l Río were successfully accomplished.<br />

<strong>Refresco</strong> Benelux started in cooperation with SBK - a well-known<br />

Dutch training organization - the <strong>Refresco</strong> Aca<strong>de</strong>my, which trains<br />

employees to obtain the diploma of Operator C. The increased<br />

complexity of production lines and product varieties requires<br />

highly skilled personnel. On top <strong>Refresco</strong> wishes to optimize<br />

production line efficiency by means of World Class Manufacturing<br />

techniques. Therefore this integral training structure was set up.<br />

<strong>Refresco</strong> Iberia continued its initiatives to enhance<br />

organizational effectiveness and upgra<strong>de</strong> the quality of middle<br />

management through their ‘Talento’ project.<br />

In <strong>Refresco</strong> Poland, the process of streamlining and rightsizing<br />

was taken a step further whilst at the same time new HRM<br />

initiatives were successfully <strong>de</strong>ployed and overtime and<br />

absenteeism was reduced. Absenteeism was also significantly<br />

reduced in <strong>Refresco</strong> UK.<br />

In <strong>Refresco</strong> Germany, the inten<strong>de</strong>d restructuring of the<br />

manufacturing blueprint was completed including closure of the<br />

Burgstetten plant and the further streamlining of the Uelzen<br />

plant. At <strong>Refresco</strong> France, the turnaround of St. Alban was<br />

successful, which ma<strong>de</strong> the plant an important hub for a major<br />

contract manufacturing customer.<br />

Due to the inclusion of acquisitions the average number<br />

of employees within the <strong>Refresco</strong> Group increased from 2241<br />

to 2318 full time equivalents.<br />

Preferred partner<br />

Our customers<br />

<strong>Refresco</strong> supplies a broad portfolio of customers. On the<br />

one hand, accounting for approx. 60% of our total output,<br />

we manufacture private label products for leading retailers<br />

across Europe. Not only does this comprise <strong>de</strong>livering the end<br />

product, but it also entails responsibility for the entire supply<br />

chain. On the other hand, we co-manufacture for international<br />

A-brands. Their trust in us is rewar<strong>de</strong>d by the quality and<br />

service we <strong>de</strong>liver. We must un<strong>de</strong>rstand our customers’<br />

needs as well as the trends and movements in the markets we<br />

operate in. Close cooperation with our customers is therefore<br />

essential to successful business relationships.<br />

<strong>Refresco</strong>’s organizational mo<strong>de</strong>l is characterized by strong and in<strong>de</strong>pen<strong>de</strong>nt <strong>de</strong>centralized business units with central coordination<br />

focused on specific functions. <strong>Refresco</strong> provi<strong>de</strong>s the business units with the tools to run their operations in the best way<br />

possible. For that purpose <strong>Refresco</strong> started implementing a Group ERP system in 2004. Part of the synergies on past and present<br />

acquisitions can only be realized with better information and coordination. It is in line with the strategy begun in 2004 to roll out<br />

the Group ERP system to the newly formed business units. The central Holding team is set up to support the business units in<br />

their performance. The Holding team provi<strong>de</strong>s the necessary tools, transfers best practices and coordinates synergies across the<br />

companies. The Holding team is purposely kept compact to control costs.<br />

In our business, we focus on long-term cooperation with<br />

customers. Short-term or single collaborations do not fit our<br />

business mo<strong>de</strong>l because we believe in <strong>de</strong>livering high quality<br />

at the right price. This requires major investments that are<br />

not profitable when un<strong>de</strong>rtaking a short-term cooperation.<br />

We aim at market winners who we can offer state-of-the-art<br />

production sites combined with our highly skilled purchasing<br />

and manufacturing staff for turning out high quality products.<br />

Being in the right place at the right time to supply our customers<br />

means we are right behind them in their international expansion.<br />

page _ 32 / 33


Business review 2009<br />

Our suppliers<br />

<strong>Refresco</strong> aims at robust longterm<br />

relationships with its<br />

strategic suppliers based on respect,<br />

trust, mutual benefit and product<br />

<strong>de</strong>velopment. Our customers expect<br />

<strong>Refresco</strong> to maintain high quality standards<br />

and to be cost competitive at the same time.<br />

We expect the same from our suppliers. <strong>Refresco</strong><br />

and its strategic suppliers have seen substantial growth over<br />

the past few years, which is expected to continue in the coming<br />

years. <strong>Refresco</strong> needs its strong partners to support the Buy &<br />

Build strategy for mutual benefit.<br />

Environment<br />

We acknowledge that our manufacturing operations have an<br />

impact on the environment. In our <strong>de</strong>centralized business mo<strong>de</strong>l<br />

each business unit carries its own responsibility regarding<br />

its regional performance, which inclu<strong>de</strong>s environmental<br />

consi<strong>de</strong>rations. As a central Holding in the <strong>de</strong>centralized<br />

organization mo<strong>de</strong>l, we aim at stimulating the regional business<br />

units to take on the responsibility of protecting the environment<br />

whenever the possibility or need arises.<br />

<strong>Refresco</strong>’s business strategy gives priority to our customers’<br />

needs. It is our goal to establish and retain good partnerships<br />

with customers and we align our activities with our customers’<br />

requirements regarding environmental issues. We strive to help<br />

them achieve their targets by investigating and implementing<br />

different materials and manufacturing processes. We have<br />

to take into consi<strong>de</strong>ration that we operate in a low-margin<br />

business where the cost factor is crucial to maintaining<br />

our cost-lea<strong>de</strong>rship position. In the mean time we have a<br />

continuous search for opportunities to manage and reduce<br />

the environmental impact and as a result of our direct control,<br />

we take appropriate action. In addition, we also seek to<br />

minimize other possibly indirect impacts (e.g., that of our<br />

suppliers and customers).<br />

Our efforts have<br />

already resulted in recognition<br />

from our suppliers. On 24 August<br />

2009, Coca-Cola Enterprises (CCE)<br />

han<strong>de</strong>d the Corporate Responsibility and<br />

Sustainability Supplier of the year Award<br />

to supplier <strong>Refresco</strong> France, who in 2008<br />

provi<strong>de</strong>d CCE with exceptional service<br />

in line with their corporate<br />

responsibility and sustainability<br />

criteria.<br />

From a cultural point of view,<br />

we feel that our <strong>de</strong>ep conviction<br />

and attitu<strong>de</strong> of doing things<br />

first time right not only benefits<br />

cost efficiency, but also has a<br />

positive effect on the surrounding<br />

environment.<br />

In 2008 <strong>Refresco</strong> formulated and formalized<br />

a sustainability strategy in a number of concrete steps -<br />

each going above and beyond current legal and contractual<br />

requirements.<br />

In 2009 we have accomplished the following:<br />

We have completed the ISO 14001 certification for the<br />

majority of our production sites, and have slated two<br />

remaining production sites for completion by the end of 2010.<br />

We are engaging our major partners in discussions about<br />

the <strong>Refresco</strong> Sustainability Strategy.<br />

We have initiated a major project every year related to<br />

sustainability. In 2009 this concerned a major solar energy<br />

project in France. In 2010 we plan to start a similar solar<br />

energy project in Germany as well as a waste water project<br />

in France.<br />

We un<strong>de</strong>rtake environmentally friendly product<br />

<strong>de</strong>velopment with packaging suppliers.<br />

Whenever financially possible we keep smaller plants at<br />

geographically dispersed locations open to reduce the<br />

negative environmental impact of related logistics.<br />

We actively communicate our choices to achieve our<br />

goal of having our approach requested by customers and<br />

followed by competitors.


“We have a continuous search for opportunities<br />

to manage and reduce the environmental impact<br />

and as a result of our direct control, we take appropriate action”<br />

As indicated before, in recent years there have been several<br />

individual projects in the <strong>Refresco</strong> business units that have been<br />

carried out on a local level, <strong>de</strong>monstrating acknowledgement<br />

of our responsibility. One example that illustrates this year’s<br />

progress in the area of local environmental initiatives comes<br />

from the business unit <strong>Refresco</strong> France, where we have<br />

increased our warehousing capacity in the Marges site.<br />

In doing so, in cooperation with EDF, we have at the<br />

same time prepared the rooftop for the installation<br />

of solar energy panels. In total a 3.200 m2<br />

of photovoltaic membranes will be built<br />

on the rooftop of the warehouse.<br />

The production is equivalent to the<br />

consumption of 75 households.<br />

Another example comes from <strong>Refresco</strong> Benelux. An agreement<br />

with the Dutch government to reduce energy costs by 30% in<br />

the coming years has been signed by <strong>Refresco</strong> Benelux, together<br />

with the soft drinks association FWS and three big soft drink<br />

producers: Coca-Cola Enterprises, Vrumona and United Soft<br />

Drinks. The producers have agreed to reduce 2% on energy<br />

costs each year until 2020.<br />

We have ma<strong>de</strong> great efforts to have every production<br />

site certified according to international specifications for the<br />

environmental management system ISO 14001. This standard<br />

i<strong>de</strong>ntifies the following: requirements for establishing an environmental<br />

policy; <strong>de</strong>termines environmental aspects and impacts of products/<br />

activities/services; recommends planning environmental objectives and<br />

measurable targets; <strong>de</strong>fines the implementation and operation of programs<br />

to meet objectives and targets; recommends checking and corrective action,<br />

and outlines a management review. Almost every site has obtained<br />

certification in the past few years. For the few remaining plants, audits are<br />

planned for 2010.<br />

page _ 34 / 35


Business review 2009<br />

Results 2009<br />

<strong>Refresco</strong>’s performance in 2009 was influenced by the global economic downturn which started in the second half of<br />

2008. Although we managed to grow our business, we were limited in applying our acquisition strategy. The net result<br />

improved with 20 million from EUR 13,783,000 negative to positive EUR 7,693,000.<br />

The economic recession has not significantly affected<br />

<strong>Refresco</strong>’s overall business thus far, it is still very much in<br />

balance. We saw the largest swings in countries that are more<br />

sensitive to recession, such as Spain and Germany. As a result<br />

of the recession, prices of raw materials, especially packaging<br />

materials, <strong>de</strong>creased in 2009. Also, consumer prices of end<br />

products – especially private label – were lower in 2009.<br />

Retailers increasingly used low value private label propositions<br />

in their promotions with regard to consumers, as already seen<br />

in the past few years.<br />

In 2009 the volume in liters increased by 8% to 3.4 billion liters.<br />

The average selling price per liter <strong>de</strong>creased substantially, mainly<br />

due to lower priced raw materials. This caused the revenue to<br />

stabilize at a level slightly below last year at EUR 1,139,574,000.<br />

On a like-for-like basis excluding the acquisition of Schiffers<br />

and the cooperation agreement with Leche Pascual in 2009 the<br />

revenue was EUR 1,088,458,000.<br />

“In 2009 the volume<br />

The absolute margin as well as the relative margin per unit<br />

has improved. Cost-reduction programs have had a very<br />

positive impact on the performance of the Group.<br />

<strong>Refresco</strong> seeks to maintain a healthy financial position.<br />

The net result improved with 20 million from EUR 13,783,000<br />

negative to positive EUR 7,693,000. At the year end of 2009 the<br />

interest-bearing long-term and short-term loans amounted to EUR<br />

541 million. During 2009 our EBITDA/total <strong>de</strong>bt ratio remained<br />

at an excellent level. In 2009 we were able, yet again, to realize<br />

a significant improvement in our working capital. Consequently,<br />

we did not have to make use of available capital expenditure<br />

financing facilities to finance investments. The cash flow from<br />

operating activities for the year is EUR 94,919,000. The cash<br />

flow for the whole year was positively influenced by a working<br />

capital project which started in April 2008. The overall liquidity<br />

increased from EUR 33,844,000 last year to EUR 58,377,000 per<br />

the end of 2009, due to the improved working capital during<br />

the year. The solvability increased from 12,5% last year to<br />

13,3% per the end of 2009.


in liters increased by 8% to 3.4 billion liters”<br />

page _ 36 / 37


Business review 2009<br />

Outlook 2010<br />

The prospects for 2010 are positive. We expect further growth of our bottom line because of organic growth in the<br />

business units and further optimization of our operational activities. The volumes are also forecasted to increase<br />

because of the growth of private labels. In 2009, retailers enjoyed significant growth, <strong>de</strong>spite (or maybe thanks to)<br />

the difficult economic situation. Outsourcing by A-brands is still expected to increase.<br />

Development of the market<br />

Prices of raw materials, especially packaging materials, have a<br />

ten<strong>de</strong>ncy to increase in 2010. It is anticipated that retailers will<br />

increasingly use low value private label propositions in their<br />

promotions towards consumers. Market share of private label<br />

will grow.<br />

In line with the trends visible in 2009 we expect private label<br />

to grow its volume market share in non-alcoholic beverages<br />

in all our geographies. This increased market share will have<br />

its influence on bran<strong>de</strong>d propositions in the same category.<br />

It is not necessarily the A-brands that will suffer; they will<br />

keep looking for volume compensation by strong investments<br />

in innovations and promotions. It is more likely the less<br />

meaningful brands that do not succeed to excel in product<br />

and image that will feel the most pressure. <strong>Refresco</strong>, which<br />

besi<strong>de</strong>s being a private label producer is also a contract<br />

manufacturer for many local and international brands, might<br />

feel some volume pressure from their contract. It is expected<br />

that the growth of private label will, in 2010, also outperform<br />

the volume <strong>de</strong>velopment trend in contract manufacturing. The<br />

product mix of <strong>Refresco</strong> will shift slightly towards private label.<br />

“Our focus is on <strong>de</strong>livering<br />

Coupled with a solid un<strong>de</strong>rlying business and a diverse<br />

Sharehol<strong>de</strong>rs structure<br />

Since the foundation of the company <strong>Refresco</strong> has always<br />

followed a Buy & Build strategy, which needs the financial<br />

support of sharehol<strong>de</strong>rs. Given the stabilized financial situation<br />

in Iceland in 2009, our sharehol<strong>de</strong>rs can give us support for<br />

further executing our Buy & Build strategy, although the pace<br />

will be adapted to available financial resources.<br />

Budget 2010<br />

The Executive Board believes that 2010 will outperform the<br />

2009 results. There is overall growth of the private label<br />

market as a consequence of the economic downturn. A-brands<br />

have recovered from the first blow caused by an explosive<br />

growth of private label products in the first six months of 2009<br />

and adopted new strategies to regain their positions in the<br />

markets and to satisfy consumers. It is the less meaningful<br />

brands that will keep suffering.<br />

At this moment in time, the company has sufficient financing<br />

and has safeguar<strong>de</strong>d the support of major credit insurance<br />

companies. If nee<strong>de</strong>d, the company can use its additional<br />

revolving credit facility and <strong>de</strong>lay certain spending. The<br />

company is fully compliant with all the bank covenants and<br />

expects to remain so in 2010 and 2011.


high quality and on an ambitious growth strategy<br />

leading to a broad European presence.<br />

product portfolio our partners can benefit from the best quality offered<br />

Strategic focus 2010<br />

After a string of acquisitions in the last two years and full<br />

integration of these businesses in the <strong>Refresco</strong> organization<br />

in 2009, we are convinced that we have firmly established a<br />

sound platform for lea<strong>de</strong>rship in our industry. We are ready<br />

for further growth, although realistically our growth pace in<br />

2010 might be mo<strong>de</strong>st due to the economic situation. The<br />

organization will be challenged to focus on organic growth, the<br />

implementation of best practices and exploration of additional<br />

synergies. Senior management will pay great attention to<br />

our cost base. If we wish to lead the industry we need to<br />

<strong>de</strong>monstrate our cost lea<strong>de</strong>rship in the business. Our focus<br />

on the Buy & Build strategy remains unchanged and we even<br />

expect to accelerate this in the coming years.<br />

In or<strong>de</strong>r to compensate the negative trend in consumer<br />

spending, cost reduction will remain high on our capital<br />

expenditures strategy agenda for 2010. We set up a costreduction<br />

program at the end of 2008 throughout the Holding<br />

and all the business units in or<strong>de</strong>r to enhance our competitive<br />

edge as a low-cost manufacturer and to support bottom-line<br />

growth. A reorganization in the German business unit was<br />

conducted to create a stable and competitive platform in the<br />

German market. Having now created this platform we are ready<br />

for growth in both volumes and margins. Sales contracts have<br />

been closed for a large part and raw material positions have<br />

been taken. We expect gross margins to stay at last year’s<br />

levels. The number of employees will remain stable. Capital<br />

expenditures in property, plant and equipment in 2010 will be<br />

slightly below the amount in 2009. For the risk management<br />

on financial instruments we refer to the notes 3 and 6.2 to the<br />

consolidated financial statements.<br />

As a leading company in this business we acknowledge our<br />

responsibility to our partners and the impact we have on the<br />

environment. Despite a tough economic forecast for 2010<br />

we intend to pay more attention to sustainable growth and<br />

environmental issues conjointly with our supply chain partners.<br />

In 2010 we will increase our focus on cost effectiveness,<br />

<strong>de</strong>livering what we’ve promised as well as sustainability.<br />

By the end of 2010 we expect to have sharpened our profile,<br />

which is essential in accomplishing our mission of building a<br />

European platform of soft drink and juice manufacturers. Our<br />

focus is on <strong>de</strong>livering high quality and on an ambitious growth<br />

strategy leading to a broad European presence. Coupled with<br />

a solid un<strong>de</strong>rlying business and a diverse product portfolio of<br />

non-alcoholic beverages our partners can benefit from the best<br />

quality offered against the lowest costs.<br />

Dordrecht, March 17, 2010<br />

Executive Board<br />

Hans Roelofs<br />

Chief Executive Officer<br />

Aart Duijzer<br />

Chief Financial Officer<br />

against the lowest costs”<br />

page _ 38 / 39


<strong>Refresco</strong> can accommodate the wishes


of its customers,<br />

no matter what consumers choose<br />

Market review<br />

2009


Market review 2009<br />

Trends in the soft drink & juice market<br />

The past year, 2009, was dominated by the recession that started in the second half of 2008 and shook the entire<br />

world. Many segments felt the impact, with consumer behavior drastically turning around. The soft drink and juice<br />

business in which <strong>Refresco</strong> operates was, in its own way, also touched by the economic downturn; however, the impact<br />

was strongly <strong>de</strong>pen<strong>de</strong>nt on segment and category.<br />

In this section we give an overview of the major market trends<br />

in the European soft drink and juice business in the past year.<br />

Information is gained from market intelligence agencies and<br />

from our own experiences.<br />

Market movements<br />

Over the last three years, the growth of the European soft drink<br />

market has been slowing down to a negative 0.4% growth rate<br />

at 145.5 billion liters. For the larger Western European countries<br />

market conditions for growth have been mo<strong>de</strong>st, with large<br />

variations between categories.<br />

Overall, in 2009 the soft drink market in Europe <strong>de</strong>clined<br />

by 2.34 million liters (-1.6%) compared to 2008. European<br />

consumers have reduced their spending fuelled by<br />

unemployment fears and uncertainty over the economic<br />

recovery. Reduced spending has mainly affected on-premise<br />

consumption. In some European markets, off-premise has<br />

compensated for falling on-premise consumption, mainly<br />

as a result of massive price promotions and the excellent<br />

performance of some private label products.<br />

In 2009 packaged water still has the highest market share<br />

(41%) by volume, but suffered a loss of 905 million liters,<br />

mainly as a result of unfavorable weather in parts of Europe,<br />

low on-premise consumption, and consumers switching to<br />

more economical alternatives, such as tap water, as a result<br />

of the economy. Carbonated Soft Drinks (CSDs) <strong>de</strong>clined by<br />

915 million litres in 2009, mainly as a result of heavy losses<br />

in Eastern Europe, with the exception of Poland. In Western<br />

Europe, CSDs registered slight growth, mainly as a result of<br />

the positive performance of private labels in countries such<br />

as Germany. The ‘un-healthy’ image of CSDs is also affecting<br />

growth in some markets but CSDs still maintain the second<br />

largest market share of European consumption at 32.4% for<br />

2009. Juice suffered a loss of 607 million litres, mainly due<br />

to consumers switching to more economical fruit beverages<br />

such as nectars and fruit-flavored still drinks as a result of<br />

the economy. Conversely, the strong move towards smoothies<br />

and Not From Concentrate (NFC) juices continued, filling the<br />

<strong>de</strong>mand for healthier products. Squash/syrups was one of the<br />

few categories to register a positive performance in 2009 as<br />

a result of its cost advantage in times of economic hardship.<br />

Ready to Drink Ice teas/coffee drinks and energy drinks had a<br />

positive performance across Europe, albeit from a low base.<br />

The steady volume growth of energy drinks still perseveres<br />

(9.4%), but these still have a very small market share (1%).


160.000<br />

140.000<br />

120.000<br />

100.000<br />

80.000<br />

60.000<br />

40.000<br />

20.000<br />

Source:<br />

Cana<strong>de</strong>an<br />

Volume (mio liters)<br />

0<br />

Soft drinks growth by volume<br />

1999 2002 2005 2009<br />

Packaged water Juice Nectars Iced/RTD tea drinks Energy drinks<br />

Carbonates Squash / syrups Still drinks Sports drinks<br />

Other<br />

(99-02) (03-06) (07-09)<br />

Other -2,0% 1,5% -1,2%<br />

Energy<br />

Drinks 20,6% 20,5% 15,3%<br />

Sports<br />

Drinks 14,9% 10,7% 1,3%<br />

Iced/<br />

RTD Tea Drinks 5,2% 8,4% 4,9%<br />

Still Drinks 10,2% 5,2% 1,8%<br />

Nectars 10,2% 5,9% -0,6%<br />

Squash/<br />

Syrups -0,2% 0,3% 1,0%<br />

Juice 4,3% 2,3% -3,5%<br />

Carbonates 3,9% 2,3% -0,8%<br />

Packaged<br />

Water 5,6% 3,1% -0,7%<br />

All soft drinks 4,8% 3,0% -0,4%<br />

page _ 42 / 43


Market review 2009<br />

Consumer trends<br />

In recent years there has been a consumer ten<strong>de</strong>ncy towards<br />

more healthy food, convenience, indulgence and ethics. These<br />

drive new innovations and have caused an amalgamation of<br />

traditional segments, such as juices, soft drinks and water<br />

into new concepts, such as still drinks. These trends are still<br />

visible, even in the recent recession. The economic downturn<br />

accelerated a fifth trend, already distinguished in the previous<br />

years: value for money.<br />

First, consumers recognize a connection between healthy food<br />

& drinks and their well-being. The increasing inci<strong>de</strong>nce of<br />

overweight and obesity in the Western world is making people<br />

ever more conscious of the necessity to nourish their bodies<br />

in a healthy way. They are willing to pay more attention to the<br />

food they eat and the beverages they drink in or<strong>de</strong>r to help<br />

them improve their quality of life. CSDs have suffered from this<br />

shift which drives the amalgamation of traditional segments.<br />

Instead of CSDs, people now choose lighter flavored waters<br />

or fruit drinks. This trend is also responsible for the rise in<br />

consumption of fresh pressed Not From Concentrate (NFC)<br />

juices. Anticipating this trend, <strong>Refresco</strong> is investing in backward<br />

integration in orange juice, in Spain for instance.<br />

HEALTH &<br />

WELLNESS<br />

(diet, nutrition)<br />

CONVENIENCE<br />

(lifestyle)<br />

Another way in which <strong>Refresco</strong> contributes to the health<br />

trend is by succeeding in <strong>de</strong>veloping a new CSD without any<br />

preservatives by using a new aseptic technology.<br />

Second, the convenience market is growing because people are<br />

eating out more and eating fast food to make time for more<br />

leisure activities to counter their busy lifestyles.<br />

Third, we see an upward trend in the <strong>de</strong>mand for premium<br />

products, however small they may be, as a result of growing<br />

affluence. Even in times of economic downturn people like to<br />

indulge or treat themselves. Instead of expensive presents,<br />

people now turn to smaller luxury goods, and that causes a<br />

shift to premium-priced, value-ad<strong>de</strong>d products such as fruit<br />

juice smoothies and functional drinks.<br />

Fourth, ethical retailing – and environmental issues (climate<br />

change, recycling, etc.) are gaining ground on the consumer<br />

agenda. Factors un<strong>de</strong>rlining that this trend is growing are: the<br />

proliferation of local recycling schemes, and pilot recycling<br />

programs that will charge on the basis of waste quantity. But<br />

this trend is not yet booming.<br />

VALUE<br />

FOR MONEY<br />

PREMIUM<br />

(indulgence)<br />

ETHICS<br />

(sustainability,<br />

sourcing)


These trends create constant <strong>de</strong>mand for innovation and<br />

diversification. With laboratories at multiple <strong>Refresco</strong><br />

production sites, <strong>Refresco</strong> cooperates with customers to<br />

<strong>de</strong>velop new concepts that fit in with market trends and<br />

needs. This requires an un<strong>de</strong>rstanding of the specific market,<br />

the needs of the consumer, and the ability to respond to<br />

market trends at the right time and place. When it comes to<br />

<strong>de</strong>veloping new products, <strong>Refresco</strong> succeeds because of its<br />

crucial rapid time-to-market.<br />

Fifth, a clear trend that overlaps all other trends is that<br />

consumers choose value for money. On the one hand,<br />

consumers are upgrading to premium products, and on<br />

the other, they choose value for money, something they<br />

can find in private label products. It also accelerated<br />

the trend that had already begun from a health<br />

perspective -- from (100%) juices to typically lowercalorie<br />

and lower-priced fruit drinks and flavored<br />

waters (containing less fruit).<br />

In 2009 we saw a continuing trend of steadily<br />

<strong>de</strong>clining consumer confi<strong>de</strong>nce, already started<br />

in the second half of 2008 as a result of the<br />

economic downturn. The economic climate has had its<br />

consequences for the soft drink & juice market. On the<br />

one hand, consumers took a step back in their spending<br />

patterns, and sought alternative value-for-money products,<br />

which they found in private label products. On the other hand,<br />

as high-end expenses such as cars and luxury goods were<br />

being reconsi<strong>de</strong>red or rejected, people still liked to indulge<br />

themselves with small premium treats. As we estimated, strong<br />

A-brands with clear brand equity have been able to keep their<br />

good positions. By producing a complete and diverse portfolio<br />

<strong>Refresco</strong> can accommodate the wishes of its customers, no<br />

matter what consumers choose.<br />

page _ 44 / 45


Market review 2009<br />

battle or balance? Developments in private<br />

labels and A-brand<br />

The economic downturn, beginning with the mid-2008 credit crunch, has led the world into a recession. The changed<br />

economic situation has caused a change in consumer behavior towards products with a lower value proposition, where<br />

private label products can fill the gap. In Europe, in the non-alcoholic beverages category the private label share accounts<br />

for 25.8% of the market. A-brands started to feel some pressure, but sound and strong brands have recovered or are<br />

<strong>de</strong>termined to recover their market position in the near future. B- and C- brands notice a significant drop in volume.<br />

In this section views, perspectives and comments on the<br />

<strong>de</strong>velopments in private labels and A-brands are given by food<br />

experts and major captains of industry from retail and A-brand<br />

companies.<br />

We spoke to Jan-Willem Grievink, general director of<br />

FoodService Institute The Netherlands Food, who specializes<br />

in international food chain issues and Koen <strong>de</strong> Jong, Managing<br />

Partner at IPLC (International Private Label Consult). Also<br />

interviewed were two food analysts from Rabobank: Sebastiaan<br />

Schreijen, Associate Director Processed Food & Retail and<br />

Francois Sonneville, Industry Analyst Beverage Sector. They<br />

<strong>de</strong>scribe general <strong>de</strong>velopments in the retail food market.<br />

Where did private label first emerge?<br />

According to tradition, the emergence of private labels already<br />

started at the beginning of the twentieth century when a<br />

number of retailers took up producing their own products to be<br />

less <strong>de</strong>pen<strong>de</strong>nt on brand manufacturers. Sebastiaan Schreijen<br />

comments: “Striking is that many established ol<strong>de</strong>r retail<br />

companies started as a milkman or a butcher’s shop at the<br />

beginning of the twentieth century and ad<strong>de</strong>d groceries<br />

to their fresh portfolio to become supermarkets in the<br />

1950s. In essence you can say they started as private<br />

label companies.” Jan-Willem Grievink adds: “The larger<br />

emergence of private labels took place in the fifties.<br />

The general driving forces were pretty much the same<br />

throughout Europe, and every country translated this into its<br />

own cultural context. There are two front-running countries<br />

in Europe: Switzerland and the UK. In Switzerland, in the late<br />

forties, the first private labels were born from a more ethical<br />

angle, when Gottlieb Duttweiler, foun<strong>de</strong>r of the Migros retail<br />

chain in 1925 and socially engaged entrepreneur, argued that all<br />

consumers should have access to products against fair prices.<br />

He believed that products should be much cheaper when<br />

marketing and advertising costs were<br />

stripped.


The surrounding countries, Germany and<br />

Austria, with their typically hard discount<br />

concepts were highly influenced by this<br />

philosophy.<br />

The United Kingdom was the first country<br />

to be signaled where European private labels<br />

competed with A-brands.” Koen <strong>de</strong> Jong:<br />

“Around 25 years ago, retailers in the UK were the<br />

fastest in Europe to transform stores into<br />

brands. The UK situation stands<br />

as the most used example<br />

for the trends in private<br />

label that take place on<br />

the continent.<br />

It was the first time that a<br />

multi-layer private label<br />

strategy was introduced<br />

and that focus was<br />

put on the packaging,<br />

quality and branding<br />

of the store. Until that<br />

time private labels were<br />

mostly white labels of<br />

mo<strong>de</strong>st or inferior quality<br />

against the lowest prices.<br />

This caused a bad image for<br />

private labels and pushed critical<br />

consumers away. In those days private<br />

label was only bought by people who could<br />

not afford more expensive A-brands. Nowadays<br />

private labels are bought by people throughout<br />

all layers<br />

of the population<br />

and are no longer attached<br />

to status. Consumers never have to doubt<br />

the quality of a private label anymore.” Jan-Willem Grievink:<br />

“The early emergence of this high level of private label in the<br />

UK was driven by the emancipation process in the UK which,<br />

compared to the continent, started earlier. This, together<br />

with growing individualism, participation of women in the<br />

work arena, and the growing realization of time as a precious<br />

commodity, created the need for convenience goods. The UK<br />

market is characterized by: ‘If it is good and easy, I am willing<br />

to spend more’. In the UK, retailers pretty soon un<strong>de</strong>rstood this<br />

trend and entered this market with their own labels.”<br />

page _ 46 / 47


Market review 2009<br />

“The premium category offers a huge opportunity<br />

they can build consumer loyalty and are<br />

What differentiations can be ma<strong>de</strong> in private label?<br />

They have enough scale to introduce their private label products<br />

We often make the mistake of talking about private label as one in a wi<strong>de</strong>r range of categories. Second, hard discounters are<br />

single category. The experts distinguish between three types of forcing retailers to have alternatives available for consumers<br />

private label, each having a different starting point, background, looking for value-for-money products. Furthermore, consumer<br />

strategy, and future perspectives. De Jong: “In general we talk awareness has grown through the years; the ‘smart consumer’<br />

about good (value), better (standard), best (premium), the so- was introduced. The recession boosted this trend even further.”<br />

called three-tier structure all carrying the name of the store on Sonneville adds: “An important factor is also: how easily can<br />

the pack. First, we distinguish the type ‘value’: retailers will try you copy a product? And finally, the driving forces behind the<br />

to prevent customers turning to hard discounters<br />

success of private label often coinci<strong>de</strong> with buying<br />

by having their own range of value-formoney<br />

products as an alternative to<br />

hard discount products. Second,<br />

standard: private label can serve<br />

moments and occasions. The recession can<br />

DIFFERENTIATION<br />

function as a stepping stone for private<br />

OF PRIVATE LABEL<br />

label. If the consumer has chosen<br />

Four types can be distinguished:<br />

private label because of its lower<br />

as an alternative to an A-brand:<br />

GOOD<br />

prices during the recession, it is up<br />

a ‘me too’ product. Third, ‘Value’ – an alternative to hard discount products to the food retailer to retain these<br />

premium or niche: more and<br />

more retailers build their own<br />

BETTER<br />

‘Standard’ – ‘me too’ products as an<br />

private label buyers when the<br />

economy recovers. Rather than<br />

retail brand and introduce alternative to traditional mainstream A-brands returning to A-brands, these<br />

products to load their brand<br />

with premium products or to<br />

fill a niche (e.g. organic), often<br />

positioned above A-brands,<br />

BEST<br />

‘Premium’ – loading the retailers<br />

brand via premium or niche products<br />

customers could also opt for<br />

mainstream or premium private<br />

label alternatives.”<br />

transforming the retailer brand<br />

ALTERNATIVE<br />

into an asset.” Grievink: “On top ‘Hard discounter’ – high quality - low<br />

of that, I distinguish a fourth type of<br />

private label in hard discount. This fourth<br />

category of private labels can be found at hard<br />

prices through fancy labels<br />

discounters, who distinguish themselves by a portfolio<br />

of high quality products against low prices presented in fancy<br />

labels. They have no intention to load their own brand via their<br />

products or private labels.”<br />

What explains the success of private label?<br />

Schreijen: “Private label growth is driven by a combination<br />

of three forces: first, retail concentration: the economic<br />

viability of any product launch <strong>de</strong>pends on the size of the<br />

prospective market. Not surprisingly, larger retail chains<br />

generally have been more successful in their private<br />

label strategies.


for retailers <strong>de</strong>veloping private label because<br />

trading up consumers” Koen <strong>de</strong> Jong, IPLC<br />

In what product category does private label have the highest share?<br />

Grievink: “Private label serves several purposes, which makes<br />

its influence so broad throughout all categories and segments.<br />

But looking at single categories, private label has the highest<br />

share in fresh.” De Jong adds: “Fresh is particularly the<br />

domain of the retailers. They are by far in the best position<br />

to organize and optimize the logistical process and make it<br />

highly profitable. The fresh market is too complex for A-brands<br />

because of the logistics. Next to fresh you also find a high<br />

share of private label in commodity products.” Schreijen<br />

comments: “Categories where you can find high shares of<br />

private label are frequently in products with no emotional value<br />

e.g. in paper (tissue, toilet paper etc.). Categories such as beer,<br />

on the contrary, are hard to enter with private label because<br />

of the emotional value attached to beer.” “And,” adds De Jong,<br />

“another category where private label market share is relatively<br />

low is personal care, like shampoo, <strong>de</strong>odorants, and skin care.<br />

Consumers trust the brands they have been using for years and<br />

brand loyalty is very high in this category, partly due to the<br />

heavy promotional support of the brand owners. Apparently<br />

people are sensitive about personal care products and it seems<br />

tough to convince them to try alternatives. Moreover, the<br />

category chocolate candy bars is dominated by A-brands. The<br />

brands are offered in every store, gas station etc., so retailers<br />

are obliged to offer this to their customers as well, and in<br />

addition it seems difficult to produce a shelf-perishable product<br />

for retailers.”<br />

What are the <strong>de</strong>velopments of private label<br />

in the beverages category?<br />

De Jong: “The share of private label in the non-alcoholic<br />

beverages category has been growing fast, which has led to<br />

the disappearance of many B- and C-brands. Looking at the<br />

brand share in non-alcoholic beverages, there is a difference<br />

in non-carbonated soft drinks, like juices and carbonated<br />

soft drinks, like cola. Whereas in non-carbonated soft drinks<br />

there is a high share of local A-brand heroes, in carbonated<br />

soft drinks you see more of the international A-brands. Both<br />

show high brand loyalty. In non-carbonated soft drinks,<br />

retailers are <strong>de</strong>veloping varieties in flavors un<strong>de</strong>r private label<br />

though, which do not yet exist un<strong>de</strong>r A-brands. They have an<br />

advantage here, because it is easy for retailers to vary and<br />

it keeps their shelves vivid. This is a less attractive area for<br />

A-brands because their first goal is to build consumer loyalty<br />

to the product. They will not <strong>de</strong>velop temporary flavors which<br />

have to be removed from the shelf after a short period.”<br />

Where do you see the most striking growth in private label?<br />

Grievink: “Generally speaking, I expect that the total private<br />

label category in Europe will grow in the next few years, not so<br />

much in autonomous growth, but because of the introduction<br />

of new varieties. The front-running countries, the UK and<br />

Switzerland, will show stabilization in growth in private label<br />

share now it has reached about a 50% market share (volume)<br />

in both countries. The biggest growth of private label can<br />

be distinguished in fresh and frozen. These are now already<br />

categories where private label is almost overly represented.<br />

The focus will be even more on convenience, portion packs,<br />

and fresh-cut fruit or vegetables. Along with the growth of<br />

private label products, this category also offers opportunities<br />

for A-brands to enter. Looking at long-term growth over<br />

ten years in the different private label types, I expect the<br />

largest growth in the fourth type: hard discount. Value for<br />

money becomes increasingly more important, and consumers<br />

are becoming smarter. An already visible trend is the hard<br />

discounters transforming into primary supermarkets where<br />

people do their daily or regular shopping.” De Jong refutes this:<br />

“I do not believe that hard discounters will be able to replace<br />

primary supermarkets because their service level is not as high<br />

as that of retailers. Their portfolio is simply too narrow and<br />

shallow. Consumers want choice, and that’s what is lacking in<br />

hard discount. For every product they offer only one variety,<br />

while at retailers’ stores consumers can choose between<br />

several brands, private label and value labels.” Schreijen: “Due<br />

to brand promotions, hard discount is currently growing less<br />

vigorously than end-2008.”<br />

De Jong: “Another type, value (like Carrefour Discount, Tesco<br />

Value or Delhaize 365), is currently growing very strongly, but<br />

since this type is not very profitable for retailers I don’t expect<br />

huge future growth here.”<br />

page _ 48 / 49


Market review 2009<br />

“Retailers need to strike a balance between<br />

their credibility in<br />

Grievink adds: “The ‘value’ type will grow especially because<br />

more varieties will be introduced.” Schreijen: “The growth<br />

currently found in value private label is notably due to the<br />

recession. Retailers are expanding their SKUs and consumers<br />

are getting more price conscious. Grievink: “When the economy<br />

recovers, strong growth will be seen in the rather small third<br />

type of private label: premium, because people can then afford<br />

more luxury.” De Jong adds: “Here lies a huge opportunity for<br />

retailers. They can <strong>de</strong>fine target groups, formulate a theme<br />

that addresses what is going on in society and they can grow<br />

distinct segments, e.g. for the el<strong>de</strong>rly, or halal food, or organic.<br />

This will benefit them because they can adapt it to suit almost<br />

all categories. Not even the biggest A-brand manufacturer has<br />

so many categories at his disposal. Retailers are thus building<br />

consumer loyalty and are in fact trading up consumers. When<br />

A-brands perform less, growth can also be seen in the standard<br />

‘me too’ type.” Schreijen: “On the private label supplier si<strong>de</strong><br />

too there is still room for improvement in terms of efficiency<br />

and consolidation. When you look at the margarine market, for<br />

instance, it is consi<strong>de</strong>red a mature market; a few big suppliers<br />

cover Europe without much overlap.”<br />

What are the biggest challenges for A-brands?<br />

Grievink: “A-brands should be aware of becoming a commodity,<br />

easy to copy and very mainstream. It is expected that in the<br />

coming years about 25% of the A-brands will be in danger<br />

of disappearing. At the same time, retailers are uplifting<br />

stores into brands. They are transforming from being simply<br />

distributors into concepts, representing lifestyles, adding<br />

emotional value to their product. The need to stand out is<br />

growing, showing growth in private label type three ‘premium’.<br />

De Jong: “The biggest challenge for A-brands will be: how<br />

to <strong>de</strong>al with private label after the recession. The past few<br />

years have shown that after a period of economic downturn,<br />

customer loyalty to private label products remains.<br />

The majority of consumers who choose private label will not<br />

go back to choosing A-brands when times get better.”<br />

What should A-brands do to compete with private label?<br />

Grievink: “Innovate & differentiate. We now see the incremental<br />

value of some A-brands disappearing. The only A-brands<br />

that will survive are the ones that grow into ‘superbrands’,<br />

meaning those brands substantially better regarding product<br />

specifications (functionally) and regarding brand experience<br />

(emotionally). Innovation should not only be taking place in<br />

product, but all along the production chain, from product,<br />

packaging, consumer experience to distribution channels etc.<br />

The focus should be on differentiation from other (private<br />

label) products by promoting the quality and the emotional<br />

ad<strong>de</strong>d value. What A-brands absolutely need to avoid is solely<br />

price promotion.” De Jong: “I agree. In these tough times<br />

A-brands should heavily invest in promotions in or<strong>de</strong>r to<br />

support their brands. Advertising costs are now significantly<br />

lower because of the economic situation and the urge is there<br />

to keep the consumer’s loyalty. The current high advertising<br />

budgets spent by the major brands in the UK show that<br />

A-brand manufacturers see the importance of this.”


A-brands and private label to keep<br />

the eyes of the consumer” Jan-Willem Grievink, FCI<br />

PRIvATE lABEl SHARE By COuNTRy IN NON-AlCOHOlIC BEvERAGES<br />

Volume<br />

shares Change<br />

2008 2009<br />

UK 27.4% 26.4% -1.o%<br />

Germany 38.4% 41.6% 3.2%<br />

Belgium 35.5% 33.5% -2.o%<br />

Spain 13.9% 15.1% 1.2%<br />

Portugal 12.6% 14.2% 1.6%<br />

France 29.1% 30.1% 1.o%<br />

Netherlands 34.o% 35.o% 1.o%<br />

Finland 9.5% 9.5% 0.o%<br />

Swe<strong>de</strong>n 19.6% 19.4% -0.2%<br />

Poland 16.8% 18.5% 1.7%<br />

Czech<br />

republic 23.6% 24.4% 0.8%<br />

Slovakia 21.8% 22% 0.2%<br />

Switzerland 30.8% 31.6% 0.8%<br />

Source: Cana<strong>de</strong>an<br />

page _ 50 / 51


Market review 2009<br />

Would co-branding be an option?<br />

De Jong: “I don’t think that strong A-brands would want to<br />

attach their name and product to a retailer’s private label<br />

product. There is no sign that this will become a trend.”<br />

Will retailers turn into 100% private label stores?<br />

Grievink: “No, it is very unlikely that private label share<br />

among retailers will grow to 100%. Only a few will practice<br />

that strategy (M&S, Simply Food). A-brands are used by<br />

retailers to make price comparisons and will never completely<br />

disappear. Retailers need to strike a balance between A-brands<br />

and private label to keep their credibility in the eyes of the<br />

consumer. That is what you see in the fresh and fresh-cut food.<br />

This category is dominated by private label, but retailers are<br />

realizing that they have to balance this category by adding<br />

A-brands. When consumers can buy fresh-cut fruit at the gas<br />

station, they should also be able to buy the same product<br />

they trust and prefer at their supermarket.”<br />

“I see more and more private label<br />

and being able to introduce<br />

Ever since <strong>Refresco</strong> was foun<strong>de</strong>d, our focus has been on the retail<br />

and private label markets. In previous years, however, the retail market<br />

was difficult due to competition between retail formulas, especially between<br />

hard discounters and full service retailers. We saw an opportunity in the trend<br />

among A-brand soft drink manufacturers outsourcing their production. When outsourcing<br />

production, they can fully focus on their core business: building strong consumer brands.<br />

To increase the utilization of existing facilities and return on capital and to broa<strong>de</strong>n our<br />

customer base, thereby reducing our risk profile, <strong>Refresco</strong> increasingly took up co-manufacturing<br />

for A-brands in the past few years, which balances well with our activities for retailers. Since last<br />

year’s economic downturn the focus in the market has increasingly moved back to private label again,<br />

which rebalances the <strong>Refresco</strong> product portfolio for the coming years towards more private label. What<br />

is characteristic in <strong>Refresco</strong>’s <strong>de</strong>velopment is the change to a complete balanced portfolio in products,<br />

customers and locations. Our focus on non-alcoholic beverages remains central to our strategy.


manufacturers taking up product <strong>de</strong>velopment<br />

strong innovations” Sjaak <strong>de</strong> Korte, PLUS<br />

Retailers’ private label growth<br />

The internationalization and consolidation of mo<strong>de</strong>rn retailers<br />

continues. From a global point of view, the top five retailers<br />

cover only a relatively small percentage of total sales of retailers<br />

worldwi<strong>de</strong>. It is not expected that this consolidation trend will end<br />

soon. <strong>Refresco</strong> often enters into a relationship with major retailers<br />

on a symbiotic basis. For <strong>Refresco</strong>, this implies that we will continue<br />

to grow with our customers, who are often the frontrunners<br />

in consolidation and the ones initiating takeovers. We are already<br />

part of their supply chain so, in fact, the trend creates opportunities<br />

for us rather than being a threat. Even more importantly,<br />

increased market share of private label products in consolidated<br />

markets provi<strong>de</strong>s room for our organic growth, consequently<br />

increasing the upward potential for our business.<br />

Market dynamics show the attractiveness for the private<br />

label market. We constantly monitor these movements and,<br />

specifically, the further professionalizing of private labels. We<br />

learn quickly and work with our European customers to achieve<br />

fast and creative implementation of private label concepts.<br />

We asked one of our retail customers in the Netherlands to<br />

comment to the <strong>de</strong>velopments in private label. We spoke with<br />

Sjaak <strong>de</strong> Korte, Commercial Director of PLUS Retail group (The<br />

Netherlands) about <strong>de</strong>velopments in A-brands and private<br />

labels in general and the private label strategy of Plus.<br />

What was the first private label product on the shelves of PLUS?<br />

“The history of PLUS goes back many years. In the 1920s,<br />

there was a price dispute between the groceries cooperation<br />

‘Ons Belang’ and a Dutch A-brand washing pow<strong>de</strong>r, called<br />

‘Dove’. The cooperation refused to buy any more packs of<br />

‘Dove’ soap and instead started producing their own private<br />

label. Symbolically, they named this product after a bird of prey:<br />

Sperwer (a sparrowhawk), known to be the dove’s greatest enemy.<br />

This private label grew from one product to a complete range of<br />

products into a strong private label. Finally, the cooperation was<br />

given the same name as the private label, which heral<strong>de</strong>d the<br />

start of the Sperwer group, the ancestor of PLUS.”<br />

How has private label <strong>de</strong>veloped in your business down the years?<br />

“The start of the Sperwer cooperation was characterized<br />

by predominantly private label products un<strong>de</strong>r the name of<br />

Sperwer, while at the same time offering more and more<br />

A-brands. In later years the private label Sperwer disappeared<br />

from the shelves. In the 1980s the importance of private label<br />

products re-emerged in the market and Sperwer also introduced<br />

a rather obscure, multi-formulaic product: ‘Mijn merk’. At that<br />

time Sperwer was not really focused on a private label strategy,<br />

which did not contribute to its competitive position.<br />

From 2001 onwards, the group continued un<strong>de</strong>r the name PLUS<br />

and increasingly acknowledged that products can be used to<br />

transfer the i<strong>de</strong>ntity of your formula. If you had enough scale,<br />

having a private label was even essential in building brand<br />

equity. I must admit that as far as this <strong>de</strong>velopment goes,<br />

Albert Heijn (Ahold) paved the way for private label products.<br />

It is because of his efforts that consumer trust in private label<br />

increased enormously.<br />

In 2001, the first name-related private label products were<br />

introduced. Initially, these were in traditional categories: the<br />

primary non-food and food. In the last four to five years,<br />

private label products have been introduced in all categories,<br />

in-<strong>de</strong>pth and covering the entire range. We started in<br />

categories where A-brands did not have a dominant position<br />

with ‘me too’ products. In later stages we aimed at more in<strong>de</strong>pth<br />

and across the whole range. We introduced a premium<br />

private label range four years ago, which was rebran<strong>de</strong>d to<br />

PLUS Appétit last year. We do not have our own private label in<br />

the value segment, but offer fancy labels or B- and C-brands as<br />

alternatives to hard discounter products.”<br />

How does private label contribute to your business?<br />

“Private label products are, first and foremost, important in<br />

creating a bond between the formula and the consumer. It is<br />

through our products that we can transfer our i<strong>de</strong>ntity and<br />

enhance the PLUS brand experience. They are also used to<br />

offer our customers price alternatives. Finally, it is an important<br />

way of increasing our margins.”<br />

page _ 52 / 53


Market review 2009<br />

How do you manage to offer both private label and bran<strong>de</strong>d<br />

products si<strong>de</strong> by si<strong>de</strong>?<br />

“The share of private label in our offering is 28%, which has<br />

risen from 22% three years ago. Our target for next year is<br />

to have approximately 30% share, but this will all <strong>de</strong>pend on<br />

consumer preference, profitability and, most importantly, fair<br />

share. The amount of private label products in our offering is<br />

not as important as managing fair share and profitability. These<br />

indicators <strong>de</strong>termine the activity for either private label or<br />

A-brand.”<br />

What is PLUS’ private label strategy for the next few years?<br />

“We believe that a private label strategy is highly <strong>de</strong>pen<strong>de</strong>nt<br />

on necessity. Going back in time, PLUS has always had good<br />

relationships with A-brand companies and we are successful<br />

because our customers know we offer a wi<strong>de</strong> range of<br />

A-brands. This is why we have not set a high target to reach<br />

40% private label share next year, for instance. We have<br />

private label products in all major categories and do not wish<br />

to place private label products in smaller segments that could<br />

lead to the disappearance of A-brands. We do not want to<br />

force our customers to choose private label products instead of<br />

A-brands. Of course, if we feel that margins are too low and it<br />

concerns large volumes, we will consi<strong>de</strong>r introducing our own<br />

private labels.”<br />

“The future of private label<br />

What are your (marketing) research efforts in private label?<br />

“PLUS is part of Superunie, a purchase association that<br />

regularly <strong>de</strong>livers market data. They provi<strong>de</strong> us with a scan of<br />

the market and we jointly <strong>de</strong>ci<strong>de</strong> which segments to target and<br />

which supplier we will cooperate with.”<br />

In which product segment is private label most present?<br />

“Private label is most present in the traditional segments,<br />

like non-food (soap, toilet paper), juices and fresh. These<br />

are categories in which A-brands proved to be insufficiently<br />

distinctive, which created space for the growth of private label<br />

products.”<br />

What do A-brands have to do to keep a preferred position?<br />

“Innovate. And I mean real innovations, not merely updates.<br />

A-brand manufacturers with sufficient research resources –<br />

mainly the larger international companies - will survive. As for<br />

the ones not investing in innovations, it will simply be a matter<br />

of time before they disappear. A-brands have to be distinctive<br />

for consumers and retailers on three factors: content, image<br />

and margin. A-brands should also keep a focus on ad<strong>de</strong>d value.<br />

Take a look at the beer market. It is predominantly the domain<br />

of A-brands. For some reason, no retailer has ever succee<strong>de</strong>d in<br />

introducing a private label in this market, although on product<br />

level there is hardly any difference in taste between each lager<br />

beer brand. Consumers buy these products because they feel<br />

connected to a certain brand for its image, which in the beer<br />

market seems to be the most distinguishing factor. The content<br />

(the product itself) is less important. This is a good example<br />

of how brands can gain a strong position in the mind of the<br />

consumer merely based on image and brand experience.”


is in driving ‘values’ as well as value”<br />

Sainsbury’s Brand Director Judith Batchelar<br />

Where does innovation in soft drinks and juices come from?<br />

“I see more and more private label manufacturers taking<br />

up product <strong>de</strong>velopment and being able to introduce strong<br />

innovations. They often have the advantage of international<br />

presence and scale, so they can transfer products that are<br />

successful in one country to another country, which also<br />

increases volume.”<br />

In which segment do you foresee<br />

the most striking growth of private label share?<br />

“We are planning to introduce private label products in fresh<br />

dairy, which will contribute to a higher private label share. In<br />

general, I expect high growth of private label products in fresh,<br />

coming from new product innovations and the ‘international<br />

corridor’ with international spices and groceries.”<br />

Building brand equity<br />

Sainsbury’s<br />

has a history in private label<br />

that goes back almost a hundred years.<br />

Sainsbury’s Brand Director Judith Batchelar comments:<br />

“The first private label product on our shelves<br />

was Red Label Tea. Since then the range of private label<br />

products has grown to be at about 50% of our turnover, at times<br />

even 60%. Private label share is highest in fresh foods, traditionally<br />

the domain of the retailer. In all cases the choice between placing<br />

an A-brand on the shelves or <strong>de</strong>veloping an alternative private label is<br />

customer-led.” Judith Batchelar foresees for the future that private label<br />

“will be driving ‘values’ as well as value”. She sees the most striking<br />

growth in grocery and frozen.<br />

With the rising popularity of private label, A-brand<br />

manufacturers have to work har<strong>de</strong>r than ever to maintain and<br />

grow their position in the market. The soft drink market is<br />

characterized by short product life cycles, thereby requiring<br />

a strong focus on research & <strong>de</strong>velopment and brand<br />

management. There was already a growing trend among A-brand<br />

soft drink manufacturers to focus on their core competences,<br />

which are: research & <strong>de</strong>velopment and brand management<br />

of their products. But since the explosive growth of private<br />

label and increase of competition from the retailers’ si<strong>de</strong>, this<br />

focus has even intensified. Because the highly competitive soft<br />

drink market is driven by consumer <strong>de</strong>mand it is essential that<br />

manufacturers are able to act quickly on consumer trends by<br />

introducing new products and creating brand equity in or<strong>de</strong>r to<br />

gain a preferred position. The focus of A-brand manufacturers on<br />

building strong and trustworthy brands is necessary to closely<br />

relate to consumers’ specific lifestyles and habits and to stay in<br />

the mind’s eye of the consumer.<br />

We asked two captains of industry to comment on the abovementioned<br />

<strong>de</strong>velopments. First Roel van Neerbos, Presi<strong>de</strong>nt of<br />

Heinz Continental Europe, gives his view on <strong>de</strong>velopments in the<br />

private label market and the impact of this trend on the brand.<br />

What is Heinz’ strategy in competing with private label?<br />

“It is much more a matter of gaining market share with regard to<br />

other A-brands - something Heinz is currently very successful<br />

at. We focus on adding value to consumers with our<br />

brand, true value for which consumers are willing to<br />

pay. Competing with private label is a different<br />

game; it requires another way of thinking.<br />

Private Labels operate on low cost, for<br />

example, and aim to realize an extremely<br />

short time to market. This means for<br />

our bran<strong>de</strong>d operation that we need to<br />

continuously innovate our core products<br />

to stay ahead of the game.<br />

page _ 54 / 55


Market review 2009<br />

“you have to think out of the box<br />

and know where the consumer is”<br />

Roel van Neerbos, Heinz Continental Europe<br />

I believe that natural tension between A-brands and private label<br />

is healthy, because they need each other in the market. Creating<br />

variety of choice for consumers is a good driver for category<br />

growth.”<br />

Are price and promotion the key factors for success?<br />

“I would say promotions are part of the game, but they should,<br />

in my view, especially be aimed at creating ad<strong>de</strong>d value to<br />

consumers as well as retailers, so do not just promote on<br />

price. The more you promote on price, the more consumers will<br />

get used to low prices and adapt their buying behavior to it.<br />

This might, in the long term, have a negative impact on how<br />

consumers value your brand.”<br />

Where does innovation come from in soft drinks and juices:<br />

A-brands or private label?<br />

“The major innovations come from A-brands. The intrinsic<br />

product innovations coming from A-brands should not be too<br />

easy to replicate. For the Dutch market, for instance, we market<br />

the fruit cordial brand Karvan Cevitam. The brand, packed in<br />

shaped can, now contains 75% fruit and is still non-perishable.<br />

This gives us a competitive edge versus competition or private<br />

label, making it a unique product. In the Netherlands, Heinz<br />

has a unique strategic cooperation with <strong>Refresco</strong> on multiple<br />

levels, from research & <strong>de</strong>velopment, logistics, to procurement<br />

and account management. We jointly work on innovation and<br />

brought - un<strong>de</strong>r the brand name Roosvicee - a new RTD juice to<br />

market.”<br />

How do you guarantee your brand to stay preferred<br />

among consumers?<br />

“Next to having intrinsic product benefits, it is key for an<br />

A-brand operation to aim at, so to speak, the right brain<br />

value, meaning we focus on emotional value next to superior<br />

quality. Of course, we constantly innovate the intrinsic value<br />

of our products, but at the same time we add emotional value,<br />

to intensify the customer’s bond with the brand. Heinz, for<br />

instance, is positioned as the pure food company. We focus on<br />

sustainability of our products and processes. Our ketchup, for<br />

instance, is naturally grown, contains only natural ingredients,<br />

symbolized in our advertisements by bottles of Heinz tomato<br />

ketchup growing from tomato plants. In essence we do not<br />

touch this iconic product, because it has proven to be superb.<br />

We do have new product <strong>de</strong>velopments, but for ketchup they<br />

mainly focus on new packaging and in bringing variations in<br />

the flavor range, like Mexican or extra Hot tomato ketchup.<br />

Processed food should be presented as natural as possible.<br />

In our innovations we return to pure food, without any<br />

additives.”<br />

Have A-brands chased the consumer in the arms of private label?<br />

“No, you shouldn’t state it like that. It is better to speak of<br />

dynamics in the market that caused a movement between<br />

brands and private label. On the one hand, there haven’t been<br />

enough innovations from A-brands in some cases. The gap<br />

between an A-brand and private label became too narrow in<br />

terms of product performance and too big in terms of price.<br />

On the other hand, retailers increasingly want to distinguish<br />

themselves. Not only through price promotions or expanding<br />

their range of products, but also by offering alternative<br />

products carrying their name.<br />

This has driven their private label strategy. In some categories,<br />

retailers are also more innovative. The fresh category, in<br />

particular, is dominated by private label. But this is typically a<br />

category in which many retailers started their business and in<br />

which they invested in logistics and innovations. For a brand,<br />

the question is whether you want to enter this category.”<br />

Which sales channels do you explore?<br />

“The most important thing for A-brands is to be present<br />

wherever there are consumers, meaning next to the<br />

supermarket but also Out Of Home (OOH): at the gas station,<br />

snack bars etc. We also explore sales channels that the food<br />

industry has not entered before, such as in the UK where we<br />

sell our BBQ sauces in the BBQ section of gar<strong>de</strong>ning centers.<br />

you have to think out of the box and know where the consumer<br />

is. We focus on retailers that are less private label-min<strong>de</strong>d to<br />

be able to win, together with our partners.”


How do you see the future for private label and A-brands?<br />

“I see private label steadily becoming retailer brands. But<br />

one of the differences with A-brands is that you can only buy<br />

these retailer brands from a specific retailer. Characteristic of<br />

A-brands is the wi<strong>de</strong>-spread distribution, across many<br />

sales channels, from retailers to OOH, locally as well as<br />

internationally and even globally. Another characteristic of a<br />

brand is the focus. There is no one in the world with the 100%<br />

focus on ketchup that Heinz has. When A-brands manage to<br />

keep their ad<strong>de</strong>d value and stay ahead in the market to avoid<br />

becoming a commodity, they will survive and be successful.”<br />

“Quality is to a product<br />

what character is to a man”<br />

Henry John Heinz<br />

page _ 56 / 57


Market review 2009<br />

“I feel that indirectly private labels<br />

are the spur of growth in A-brands”<br />

We also talked with Charles Bouaziz, Presi<strong>de</strong>nt of PepsiCo<br />

Western Europe. He gives his view on <strong>de</strong>velopments in private<br />

label from the perspective of a major A-brand soft drink and<br />

juice manufacturer.<br />

What is your strategy for maintaining market share in<br />

competition with private label?<br />

“Our competition with private label highly <strong>de</strong>pends on the<br />

brands and market segments involved. Taking the case of<br />

juice in the French market, there is frankly little movement<br />

between our brand Tropicana and private label, since there is<br />

not sufficient immediate price difference for people to switch<br />

from the brand to a private label. A look at the juice market in<br />

Germany reveals the same consumer behavior: Punica seems to<br />

be market lea<strong>de</strong>r in fruit-juice based beverages. Then we play<br />

on innovation and differentiation to stay ahead of the curve. In<br />

the carbonated soft drinks segment you see more competition,<br />

especially for brands such as Pepsi.<br />

The fundamental difference with juices is that in CSDs – and<br />

especially in colas - both private label and we have a price<br />

position enabling us to attempt to challenge the lea<strong>de</strong>r<br />

Coca-Cola. It is more appropriate to consi<strong>de</strong>r Pepsi as more of<br />

an ally of private label in the assault on the large segment-dominant<br />

brand than to view the market as one where competition<br />

exists between private label and us. We recognize that some<br />

transfer occurs between the two, especially regarding people<br />

who are heavily price conscious and who switch from Coca-Cola<br />

to Pepsi or private label. This is less the case in other categories<br />

than cola. In the RTD tea segment, for example, there is no<br />

other A-brand than Lipton. The alternatives to Lipton can only<br />

be found in private label, but this will change next year as we<br />

expect Oasis Tea to be introduced in the market. This should<br />

<strong>de</strong>finitely help to bring more dynamism in this segment.”<br />

Are price and promotion the current critical success factors?<br />

“It is difficult to isolate a single parameter. When you have the<br />

ambition to <strong>de</strong>velop a brand you cannot just rely on the factors<br />

of price and promotion. We invested more in brand i<strong>de</strong>ntity<br />

during the period of crisis. This gave us a competitive advan-<br />

Charles Bouaziz, Pepsico West Europe<br />

tage because it helped to distinguish us from other brands that<br />

invested less during the crisis. Because of investment in the<br />

brand, we had been investing less in promotions in response to<br />

distributor <strong>de</strong>mand. Afterwards, we lost some sales opportunities<br />

because of this strategy. The lack of aggressive promotion<br />

meant that our brands could not be retained. We are therefore<br />

required to combine the two. If investments in the brand are replaced<br />

by promotions, the industrial role of an A-brand is abandoned<br />

and we compete on the same grounds as private label.<br />

It would be surprising for Pepsi to cut out brand investments.”<br />

Where will innovation in non-alcoholic beverages and juices<br />

come from? Private label or A-brands?<br />

“The truth is, there is frequently no breakthrough innovation,<br />

only improvements of the product, which can occur on different<br />

levels: manufacturing, packaging or on product level. Innovations<br />

in manufacturing are often not perceived by consumers,<br />

and need to be communicated extensively. Consumers do tend<br />

to benefit, but more at an ethical level (like for example a better<br />

carbon footprint), which is highly <strong>de</strong>termined by subjectivity.<br />

The packaging market has been very static for years, so limited<br />

innovations there. Innovations are more sophisticated at product<br />

level, specifically with regard to raw material sourcing, which<br />

can create different product qualities. Take sanguine orange, for<br />

example – our competitive edge comes from our exclusive sourcing<br />

from Sicily. It remains unique on the market because no one<br />

has ever succee<strong>de</strong>d in finding an equivalent, but that has led to<br />

limited innovation.”<br />

Can private label products enable growth<br />

in product categories?<br />

“I feel that indirectly private labels are the spur of growth in<br />

A-brands. In a market where there is no competition on brand<br />

level, such as in tea beverages, private labels are replacing the<br />

alternative A-brand and force us to be more efficient (quality,<br />

price, etc.). In a competitive market, they are the custodians of<br />

the relation with the consumers. By this, I mean that a lower<br />

price private label prevents A-brands from losing contact with<br />

reality. In general, private label have an important social role in


enabling consumers to acquire quality beverages at affordable<br />

prices.”<br />

How do you view the future of private label and A-brands?<br />

“Everything is a question of balance and differs by country.<br />

If you consi<strong>de</strong>r the cola market in Germany, the Pepsi and Coke<br />

brands represent 37% of the market in volume, whereas private<br />

labels take the lion share with 63%. This reflects the German<br />

distribution system, which is very oriented towards hard<br />

discount, low prices giving private label a great<br />

<strong>de</strong>al of weight. In the UK, private labels<br />

are very strong because they can<br />

position themselves as real<br />

alternatives to A-brands.<br />

This means that they do not just operate on the quality/price<br />

relationship but also on quality/image. In France, only very few<br />

brands focus on innovations. This can create space for private<br />

labels to gain a higher share of the market, such as in Germany<br />

or in UK. But in general, you need a competitive environment<br />

between A-brands and private labels in or<strong>de</strong>r to stimulate the<br />

markets.”<br />

In the midst of an economic<br />

downturn it is even more important for<br />

A-brand manufacturers to build brand loyalty.<br />

The rising popularity of bran<strong>de</strong>d products i<strong>de</strong>ntified<br />

in some markets (UK) is part of a more general mood of<br />

nostalgia among consumers, where people retrench to things<br />

they know and trust because of a long-term relationship: the<br />

good old favorites that remind them of better times. At the same<br />

time, competition between private label products is increasing and<br />

the economic climate is pressuring companies to pay extra attention<br />

to where they can gain any cost advantage. To achieve this, they are<br />

seeking to outsource the manufacturing of their products to specialists,<br />

like <strong>Refresco</strong>, so they can profit from economies of scale and count on<br />

reliable production from people with the right expertise.<br />

page _ 58 / 59


Financial review<br />

2009


financial review 2009<br />

Business is not a financial science,<br />

it’s about trading, buying and selling.<br />

It’s about creating a product<br />

or service so good<br />

that people will pay for it.<br />

Anita Roddick


Contents<br />

Financial statements 64<br />

Consolidated balance sheet as at December 31, 2009 64<br />

Consolidated income statement 2009 65<br />

Consolidated statement of comprehensive income 2009 66<br />

Consolidated cash flow statement 2009 67<br />

Consolidated statement of changes in equity 2009 68<br />

Notes to the consolidated financial statements 69<br />

1 General 69<br />

2 Significant accounting policies 69<br />

3 Financial risk management 77<br />

4 Notes to the consolidated balance sheet 79<br />

5 Notes to the consolidated income statement 94<br />

6 Supplementary information 98<br />

Company balance sheet as at December 31, 2009 112<br />

Company income statement 2009 113<br />

Notes to the company financial statements 114<br />

1 General 114<br />

2 Significant accounting policies 114<br />

3 Notes to the company balance sheet and income statement 114<br />

Other information 118<br />

Auditor’s report 121<br />

Ten years <strong>Refresco</strong> 123<br />

page _ 62 / 63


Financial review 2009<br />

Consolidated balance sheet<br />

As at December 31<br />

EUR’000<br />

ASSETS<br />

note<br />

2009 2008<br />

Non-current assets<br />

Property, plant and equipment 4.1 328,807 323,023<br />

Intangible assets 4.2 274,859 271,769<br />

Other investments 4.3 1,320 370<br />

Deferred tax assets 4.4 6,006 9,387<br />

Total non-current assets 610,992 604,549<br />

Current assets<br />

Inventories 4.5 92,985 94,028<br />

Other investments, including <strong>de</strong>rivatives 4.3 2,541 6,344<br />

Current tax assets 2,079 823<br />

Tra<strong>de</strong> and other receivables 4.6 176,472 180,853<br />

Cash and cash equivalents 4.7 59,742 44,702<br />

333,819 326,750<br />

Assets classified as held for sale 4.8 1,782 1,238<br />

Total current assets 335,601 327,988<br />

Total assets 946,593 932,537<br />

EQUITY & LIABILITIES<br />

Equity<br />

Share capital 5,437 5,437<br />

Share premium 156,531 156,606<br />

Reserves (44,143) (31,659)<br />

Profit / (loss) for the year 7,693 (13,783)<br />

Total equity attributable to equity hol<strong>de</strong>rs of the Company 4.9 125,518 116,601<br />

Non-current liabilities<br />

Loans and borrowings 4.10 524,686 524,934<br />

Derivatives 6.2 16,281 10,122<br />

Employee benefits provisions 4.11 13,068 12,942<br />

Other provisions 4.12 525 712<br />

Deferred tax liabilities 4.4 22,120 24,508<br />

Total non-current liabilities 576,680 573,218<br />

Current liabilities<br />

Bank overdrafts 4.10 1,365 10,858<br />

Loans and borrowings 4.10 16,695 16,642<br />

Tra<strong>de</strong> and other payables 4.13 226,335 215,218<br />

Total current liabilities 244,395 242,718<br />

Total liabilities 821,075 815,936<br />

Total equity and liabilities 946,593 932,537<br />

The notes on pages 79 to 93 are an integral part of these consolidated financial statements.


Consolidated income statement 2009<br />

EUR’000<br />

2009 2008<br />

note<br />

Revenue 5.1 1,139,574 1,146,082<br />

Other income 5.2 568 0<br />

Raw materials and consumables used (672,588) (697,589)<br />

Employee benefits expense 5.3 (105,947) (99,979)<br />

Depreciation, amortization and impairment expense 5.4 (51,886) (47,511)<br />

Other operating expenses 5.5 (242,017) (243,534)<br />

Operating profit 67,704 57,469<br />

Finance income 5.6 201 2,014<br />

Finance expense 5.6 (56,491) (76,383)<br />

Net finance result (56,290) (74,369)<br />

Profit / (loss) before income tax 11,414 (16,900)<br />

Income tax (expense) / benefit 5.7 (3,721) 3,117<br />

Profit / (loss) 7,693 (13,783)<br />

Attributable to:<br />

Equity hol<strong>de</strong>rs of the Company 4.9 7,693 (13,783)<br />

Profit / (loss) 7,693 (13,783)<br />

The notes on pages 94 to 98 are an integral part of these consolidated financial statements.<br />

page _ 64 / 65


Financial review 2009<br />

Consolidated statement of comprehensive income 2009<br />

EUR’000<br />

2009 2008<br />

Foreign currency translation differences for<br />

foreign operations<br />

note<br />

4.9 1,299 (5,955)<br />

Other comprehensive income / (loss) 1,299 (5,955)<br />

Profit / (loss) 7,693 (13,783)<br />

Total comprehensive income / (loss) 8,992 (19,738)<br />

Attributable to:<br />

Equity hol<strong>de</strong>rs of the Company 8,992 (19,738)<br />

Total comprehensive income / (loss) 8,992 (19,738)<br />

The notes on page 87 are an integral part of these consolidated financial statements.


Consolidated cash flow statement 2009<br />

EUR’000<br />

CASH FLOWS FROM OPERATING ACTIVITIES<br />

note<br />

2009 2008<br />

Operating profit 67,704 57,469<br />

Adjustments for:<br />

Amortization, <strong>de</strong>preciation and impairments 4.1+4.2 51,886 47,511<br />

(Gain) / loss on sale of property, plant and equipment 4.1 (568) 0<br />

Other non cash items 0 1,998<br />

Finance income / (expense) 5.6 (37,077) (74,369)<br />

Income tax (expense) / benefit 5.7 (3,721) 3,117<br />

Cash flows from operating activities before changes<br />

in working capital and provisions<br />

Change in:<br />

78,224 35,726<br />

Inventories 4.5 7,817 (8,258)<br />

Other investments, including <strong>de</strong>rivatives 4.3 4,295 (1,223)<br />

Tra<strong>de</strong> and other receivables 4.6 1,917 (10,193)<br />

Tra<strong>de</strong> and other payables 4.13 4,616 28,881<br />

Total change in working capital 18,645 9,207<br />

Change in other provisions and employee benefits 4.11+4.12 (1,950) (6,326)<br />

Net cash generated from operating activities 94,919 38,607<br />

CASH FLOWS FROM INVESTING AND ACQUISITION ACTIVITIES<br />

Proceeds from sale of property, plant and equipment 4.1 3,457 1,083<br />

Purchase of property, plant and equipment 4.1 (46,194) (35,958)<br />

Purchase of intangible assets 4.2 (2,332) (866)<br />

Purchase of other investments 4.3 (949) (48)<br />

Acquisition of subsidiary, net of cash acquired 6.1 (10,930) (1,780)<br />

Net cash used in investing and acquisition activities (56,948) (37,569)<br />

CASH FLOWS FROM FINANCING ACTIVITIES<br />

Proceeds from issue of share capital 4.9 0 57,043<br />

Divi<strong>de</strong>nds paid 4.9 (75) 0<br />

Proceeds from / (repayment of) subordinated loans 4.10 0 69,212<br />

Proceeds from / (repayment of) other loans and borrowings 4.10 (13,548) (97,407)<br />

Purchase of minority interest 0 (236)<br />

Net cash (used in) from financing activities (13,623) 28,612<br />

Translation adjustment 185 (5,955)<br />

Movement in cash and cash equivalents 24,533 23,695<br />

Cash and cash equivalents as at January 1 4.7 33,844 10,149<br />

Cash and cash equivalents as at December 31 4.7 58,377 33,844<br />

The notes on pages 79 to 111 are an integral part of these consolidated financial statements.<br />

page _ 66 / 67


Financial review 2009<br />

Consolidated statement of changes in equity 2009<br />

EUR’000<br />

Issued<br />

share<br />

capital<br />

Share<br />

premium<br />

Translation<br />

reserve<br />

Other<br />

reserves<br />

Profit /<br />

(loss) for<br />

the year<br />

Total<br />

equity<br />

January 1, 2008 3,351 101,649 2,676 (2,388) (26,946) 78,342<br />

Effect of adoption<br />

of IFRS<br />

January 1, 2008<br />

based on IFRS<br />

0 0 0 954 0 954<br />

3,351 101,649 2,676 (1,434) (26,946) 79,296<br />

Issue of ordinary<br />

shares<br />

2,086 54,957 0 0 0 57,043<br />

Profit appropriation<br />

2007<br />

0 0 0 (26,946) 26,946 0<br />

Net recognized income<br />

and expense<br />

0 0 (5,955) 0 (5,955)<br />

Profit / (loss) 0 0 0 0 (13,783) (13,783)<br />

December 31, 2008 5,437 156,606 (3,279) (28,380) (13,783) 116,601<br />

January 1, 2009 5,437 156,606 (3,279) (28,380) (13,783) 116,601<br />

Profit appropriation<br />

2008<br />

0 0 0 (13,783) 13,783 0<br />

Divi<strong>de</strong>nds to equity<br />

hol<strong>de</strong>rs<br />

0 (75) 0 0 0 (75)<br />

Net recognized income<br />

and expense<br />

0 0 1,299 0 1,299<br />

Profit / (loss) 0 0 0 0 7,693 7,693<br />

December 31, 2009 5,437 156,531 (1,980) (42,163) 7,693 125,518


Notes to the consolidated financial statements<br />

1 General<br />

1. 1 Reporting entity<br />

<strong>Refresco</strong> Holding B.V. (a private company with limited liability)<br />

is domiciled in the Netherlands, with its registered office at<br />

Stationsweg 4, 3311 JW Dordrecht. The consolidated financial<br />

statements of <strong>Refresco</strong> Holding B.V. (‘<strong>Refresco</strong>’ or the ‘Company’)<br />

as at and for the year en<strong>de</strong>d December 31, 2009 comprise the financial<br />

statements of the Company and its subsidiaries (together<br />

referred to as the ‘Group’ and individually as ‘Group entities’).<br />

The activities of the Group consist of the manufacture of<br />

private label and own brands of fruit juices and soft drinks.<br />

Furthermore the Group operates as a contract manufacturer<br />

for brands. Sales are ma<strong>de</strong> both domestically and abroad, the<br />

European Union being the most important market.<br />

1.2 Basis of preparation<br />

Statement of compliance<br />

The consolidated financial statements have been prepared in<br />

accordance with International Financial Reporting Standards<br />

(IFRS) as adopted by the European Union. These are the<br />

Group’s first consolidated financial statements un<strong>de</strong>r IFRS,<br />

and IFRS 1 has been applied. An explanation of how the<br />

adoption of IFRS has affected the reported balance sheet and<br />

income statement of the Group is provi<strong>de</strong>d in note 6.8.<br />

The consolidated financial statements were authorized for issue<br />

by the Executive Board on March 17, 2010 and will be submitted<br />

for adoption to the Annual General Meeting of Sharehol<strong>de</strong>rs<br />

on March 17, 2010.<br />

Basis of measurement<br />

The consolidated financial statements have been prepared on<br />

the historical cost basis except for <strong>de</strong>rivative financial instruments<br />

which are measured at fair value.<br />

Functional and presentation currency<br />

These consolidated financial statements are presented in Euros,<br />

which is the Company’s functional currency. All financial information<br />

presented in Euros has been roun<strong>de</strong>d to the nearest<br />

thousand, unless stated otherwise.<br />

Use of estimates and judgements<br />

The preparation of financial statements in conformity with IFRS<br />

requires management to make judgements, estimates and<br />

assumptions that affect the application of accounting policies<br />

and the reported amounts of assets, liabilities, income and<br />

expenses. Actual results may differ from these estimates.<br />

Estimates and un<strong>de</strong>rlying assumptions are reviewed on an ongoing<br />

basis. Revisions to accounting estimates are recognized<br />

in the period in which the estimates are revised and in any<br />

subsequent periods affected.<br />

Information is provi<strong>de</strong>d in the following notes regarding the<br />

areas of estimation and critical judgment used in applying<br />

accounting policies that have the most significant effect on the<br />

amounts recognized in the financial statements:<br />

Note 2.19: Determination of fair values<br />

Note 3: Financial risk management<br />

Note 4.2: Intangible assets<br />

Note 4.4: Deferred tax assets and liabilities<br />

Note 4.11: Employee benefits provision<br />

Note 4.12: Other provisions<br />

2 Significant accounting policies<br />

The accounting policies set out below have been applied consistently<br />

to all periods presented in these consolidated financial<br />

statements, and have been applied consistently by Group entities.<br />

2.1 Basis of consolidation<br />

Subsidiaries<br />

Subsidiaries are entities controlled by the Group. Control exists<br />

when the Group has the power to govern the financial and<br />

operating policies of an entity so as to benefit from its activities.<br />

In assessing control, potential voting rights that currently<br />

are exercisable are taken into account. The financial statements<br />

of subsidiaries are inclu<strong>de</strong>d in the consolidated financial<br />

statements from the date on which control commences until<br />

the date on which control ceases. The accounting policies of<br />

subsidiaries have been changed where necessary to align them<br />

with the policies adopted by the Group.<br />

page _ 68 / 69


Financial review 2009<br />

Transactions eliminated on consolidation<br />

Intra-group balances and transactions, and any unrealized<br />

income and expenses arising from intra-group transactions, are<br />

eliminated in preparing the consolidated financial statements.<br />

Unrealized losses are eliminated in the same way as unrealized<br />

gains, but only to the extent that there is no evi<strong>de</strong>nce of<br />

impairment.<br />

2.2 Foreign currency<br />

Foreign currency transactions<br />

Transactions in foreign currencies are translated into the<br />

respective functional currencies of Group entities at the<br />

exchange rates at the dates of the transactions. Monetary<br />

assets and liabilities <strong>de</strong>nominated in foreign currencies at the<br />

reporting date are translated into the functional currency at the<br />

exchange rate at that date. The foreign currency gain or loss<br />

on monetary items is the difference between amortized cost in<br />

the functional currency at the beginning of the period, adjusted<br />

for effective interest and payments during the period, and the<br />

amortized cost in foreign currency translated at the exchange<br />

rate at the end of the period. Non-monetary assets and liabilities<br />

<strong>de</strong>nominated in foreign currencies that are measured<br />

at fair value are retranslated into the functional currency at the<br />

exchange rate at the date that the fair value was <strong>de</strong>termined.<br />

Foreign currency differences arising on translation are recognized<br />

in profit or loss, except for differences arising on financial<br />

liabilities <strong>de</strong>signated as a hedge of the net investment in a<br />

foreign operation, which are recognized in the foreign currency<br />

translation reserve (FCTR).<br />

Foreign operations<br />

The assets and liabilities of foreign operations, including good-<br />

will and fair value adjustments arising on acquisition, are trans-<br />

lated into Euros at the exchange rate at the reporting date. The<br />

income and expenses of foreign operations are translated into<br />

Euros at the exchange rates at the dates of the transactions.<br />

Foreign currency differences arising thereon are recognized,<br />

in other comprehensive income, in the FCTR. When a foreign<br />

operation is disposed of, either in part or in full, the associated<br />

cumulative amount in the FCTR is transferred to profit or loss<br />

as an adjustment to the profit or loss on disposal.<br />

Foreign exchange gains and losses arising on a monetary item<br />

receivable from or payable to a foreign operation, the settlement<br />

of which is neither planned nor likely in the foreseeable<br />

future, are consi<strong>de</strong>red to form part of the net investment in the<br />

foreign operation and are recognized in other comprehensive<br />

income in the FCTR.<br />

Hedge of a net investment in a foreign operation<br />

Translation differences on intra-group long-term loans that<br />

effectively constitute an increase or <strong>de</strong>crease in a net<br />

investment in a foreign operation are recognized in other<br />

comprehensive income in the reserve for translation<br />

differences.<br />

2.3 Financial instruments<br />

Non-<strong>de</strong>rivative financial instruments<br />

Non-<strong>de</strong>rivative financial instruments comprise investments in<br />

held-to-maturity investments, tra<strong>de</strong> and other receivables, cash<br />

and cash equivalents, loans and borrowings, and tra<strong>de</strong> and<br />

other payables.<br />

Non-<strong>de</strong>rivative financial instruments are recognized initially at<br />

fair value plus, for instruments not at fair value through profit<br />

or loss, any directly attributable transaction costs. Subsequent<br />

to initial recognition, non-<strong>de</strong>rivative financial instruments are<br />

measured as <strong>de</strong>scribed below.<br />

Cash and cash equivalents comprise cash balances, checks in<br />

transit and call <strong>de</strong>posits. Bank overdrafts that are repayable<br />

on <strong>de</strong>mand and form an integral part of the cash management<br />

processes are inclu<strong>de</strong>d as a component of cash and cash<br />

equivalents for the purpose of the cash flow statement.<br />

The accounting for finance income and expense is <strong>de</strong>scribed in<br />

note 2.16.<br />

Held-to-maturity investments<br />

If the Group has the positive intent and ability to hold <strong>de</strong>bt<br />

securities to maturity, the securities are classified as heldto-maturity.<br />

Held-to-maturity investments are measured at


amortized cost, using the effective interest method, less any<br />

impairment losses.<br />

Derivative financial instruments<br />

The Group holds <strong>de</strong>rivative financial instruments to hedge its<br />

foreign currency and interest rate risk exposures. Derivatives<br />

are recognized initially at fair value and attributable transaction<br />

costs are recognized in profit or loss when incurred. Subsequent<br />

to initial recognition, the <strong>de</strong>rivatives are measured at fair<br />

value. All changes in its fair value are recognized immediately in<br />

profit or loss. Where the financial instruments are held to hedge<br />

foreign currency purchases of raw materials and consumables,<br />

the changes are inclu<strong>de</strong>d in raw materials and consumables<br />

used. Where the instruments are held to hedge interest rate<br />

risk exposure, the changes are inclu<strong>de</strong>d in finance income and<br />

expense.<br />

2.4 Share capital<br />

Ordinary share capital<br />

Ordinary share capital is classified as equity. Incremental costs<br />

directly attributable to the issue of ordinary shares and share<br />

options are recognized as a <strong>de</strong>duction from equity, net of any tax<br />

effects.<br />

Preference share capital<br />

Preference share capital is classified as equity if it is non-re<strong>de</strong>emable,<br />

or re<strong>de</strong>emable only at the Company’s option, and any<br />

divi<strong>de</strong>nds are discretionary. Divi<strong>de</strong>nds thereon are recognized<br />

as distributions within equity upon approval by the General<br />

Meeting of Sharehol<strong>de</strong>rs.<br />

2.5 Property, plant and equipment<br />

Recognition and measurement<br />

Items of property, plant and equipment are measured at cost<br />

less accumulated <strong>de</strong>preciation and accumulated impairment<br />

losses. Cost inclu<strong>de</strong>s expenditure that is directly attributable to<br />

the acquisition of the asset. The cost of self-constructed assets<br />

inclu<strong>de</strong>s the cost of materials and direct labor, any other costs<br />

directly attributable to bringing the assets to a condition suit-<br />

able for their inten<strong>de</strong>d use, and the costs of dismantling and<br />

removing the items and restoring of the site on which they are<br />

located. Borrowing costs that are directly attributable to the<br />

acquisition or construction of a qualifying asset are recognized<br />

in profit and loss when incurred.<br />

When elements of an item of property, plant and equipment<br />

have different useful lives, they are accounted for as separate<br />

items (major components) of property, plant and equipment.<br />

Gains and losses on disposal of an item of property, plant and<br />

equipment are <strong>de</strong>termined by comparing the net proceeds of<br />

disposal with the carrying amount and are recognized on a net<br />

basis in other income in profit or loss.<br />

Subsequent costs<br />

The cost of replacing part of an item of property, plant and<br />

equipment is recognized in the carrying amount of the item<br />

if it is probable that the future economic benefits embodied<br />

within the part will flow to the Group and its cost can be<br />

measured reliably, the carrying amount of the replaced part<br />

is <strong>de</strong>recognized. The costs of the day-to-day maintenance of<br />

property, plant and equipment are recognized in profit or loss<br />

as incurred.<br />

Depreciation<br />

Depreciation is recognized in profit or loss on a straight-line<br />

basis over the estimated useful lives of each element of an<br />

item of property, plant and equipment. Land is not <strong>de</strong>preciated.<br />

The estimated useful lives for the current and comparative<br />

periods are as follows:<br />

Buildings : 25 years<br />

Machinery and equipment : 5-10 years<br />

Other fixed assets : 3-10 years<br />

Depreciation methods, useful lives and residual values are<br />

reviewed at each reporting date.<br />

page _ 70 / 71


Financial review 2009<br />

2.6 Intangible assets<br />

Goodwill<br />

Goodwill arises on the acquisition of subsidiaries, associates<br />

and jointly controlled entities.<br />

As part of the adoption of IFRS, the Group elected not to restate<br />

business combinations that occurred prior to the January 1,<br />

2008 transition date. In respect of acquisitions prior to January<br />

1, 2008, goodwill represents the amount recognized un<strong>de</strong>r the<br />

previous accounting framework of the Group, Dutch GAAP.<br />

For acquisitions on or after January 1, 2008, goodwill represents<br />

the excess of the cost of the acquisition over the interest<br />

in the net fair value of the i<strong>de</strong>ntifiable assets, liabilities and<br />

contingent liabilities of the company acquired. When the excess<br />

is negative (negative goodwill), it is recognized immediately in<br />

profit or loss.<br />

Goodwill is measured at cost less accumulated impairment<br />

losses.<br />

Other intangibles<br />

Other intangibles consist of software. Software acquired by<br />

the Group is measured at cost less accumulated amortization<br />

and accumulated impairment losses. Subsequent expenditure<br />

is capitalized only to the extent that it increases the future<br />

economic benefits embodied in the specific asset to which it<br />

relates. All other expenditure, including expenditure on internally<br />

generated goodwill and brands, is recognized in profit or<br />

loss as incurred.<br />

Amortization is recognized in the income statement on a<br />

straight-line basis over the estimated useful lives, generally<br />

3 years.<br />

2.7 Leased assets<br />

Leases in terms of which the Group assumes substantially<br />

all the risks and rewards of ownership are classified as finance<br />

leases. Upon initial recognition, the leased asset is measured<br />

at an amount equal to the lower of its fair value and the present<br />

value of the minimum lease payments. Subsequent to initial<br />

recognition, the asset is accounted for in accordance with the<br />

accounting policy applicable to that asset.<br />

Other leases are operating leases and are not recognized on<br />

the consolidated balance sheet.<br />

2.8 Inventories<br />

Inventories are measured at the lower of cost and net realizable<br />

value. The cost of inventories is based on the first-in firstout<br />

method, and inclu<strong>de</strong>s expenditure incurred in acquiring the<br />

inventories, production and conversion costs and other costs<br />

incurred in bringing them to their existing location and condition.<br />

The cost of finished goods and work in progress inclu<strong>de</strong>s<br />

an appropriate share of production overheads based on normal<br />

operating capacity. Net realizable value is the estimated selling<br />

price in the ordinary course of business, less the estimated<br />

costs of completion and selling expenses.<br />

2.9 Impairment<br />

Financial assets<br />

Financial assets are assessed at each reporting date to<br />

<strong>de</strong>termine whether there is any objective evi<strong>de</strong>nce that it is<br />

impaired.<br />

A financial asset is consi<strong>de</strong>red to be impaired if objective evi<strong>de</strong>nce<br />

indicates that one or more events have had a negative<br />

effect on the estimated future cash flows of the asset.<br />

Impairment losses in respect of financial assets measured at<br />

amortized cost are calculated as the difference between the<br />

carrying amounts and present values of the estimated future<br />

cash flows discounted at the original effective interest rate.<br />

An impairment loss in respect of an available-for-sale financial<br />

asset is measured by reference to its fair value.<br />

Individually significant financial assets are tested for impairment<br />

on an individual basis. The remaining financial assets are<br />

assessed collectively in groups that share similar credit risk<br />

characteristics. Impairment losses are recognized in profit or<br />

loss. An impairment loss is reversed if the reversal can be related<br />

objectively to an event occurring after the impairment loss<br />

was recognized. For financial assets measured at amortized<br />

cost the reversal is recognized in profit or loss.


Non-financial assets<br />

The carrying amounts of non-financial assets, other than inven-<br />

tories and <strong>de</strong>ferred tax assets, are reviewed at each reporting<br />

date to <strong>de</strong>termine whether there is any indication of impairment.<br />

If any such indication exists, then the asset’s recoverable<br />

amount is estimated. For goodwill and intangible assets that<br />

have in<strong>de</strong>finite lives or that are not yet available for use, the<br />

recoverable amount is estimated annually.<br />

The recoverable amount of an asset or cash-generating unit is<br />

the greater of its value in use and its fair value less costs to<br />

sell. In assessing value in use, the estimated future cash flows<br />

are discounted to their present value using a pre-tax discount<br />

rate that reflects current market assessments of the time value<br />

of money and the risks specific to the asset. For the purpose of<br />

impairment testing, assets are grouped at the lowest levels for<br />

which there are separately i<strong>de</strong>ntifiable cash flows from continuing<br />

use that are largely in<strong>de</strong>pen<strong>de</strong>nt of the cash flows of other<br />

assets or groups of assets (the “cash-generating units”). For the<br />

purpose of impairment testing, the goodwill acquired in a business<br />

combination is allocated to cash-generating units that are<br />

expected to benefit from the synergies of the combination.<br />

An impairment loss is recognized if the carrying amount of<br />

an asset or its cash-generating unit exceeds its estimated<br />

recoverable amount. Impairment losses are recognized in profit<br />

or loss. Impairment losses recognized in respect of cash-generating<br />

units are allocated first to reduce the carrying amount of<br />

any goodwill allocated to the units and then to reduce the carrying<br />

amount of the other assets in the unit (or group of units)<br />

on a pro rata basis.<br />

An impairment loss in respect of goodwill is not reversed.<br />

In respect of other assets, impairment losses recognized in<br />

prior periods are assessed at each reporting date for indications<br />

that the loss has <strong>de</strong>creased or no longer exists.<br />

An impairment loss is reversed if there has been a change in<br />

the estimates used to <strong>de</strong>termine the recoverable amount.<br />

An impairment loss is reversed only to the extent that the<br />

asset’s carrying amount does not exceed the carrying amount<br />

that would have been <strong>de</strong>termined, net of <strong>de</strong>preciation or amortization,<br />

if no impairment loss had been recognized.<br />

2.10 Assets classified as held for sale<br />

Non-current assets (or disposal groups) are classified as assets<br />

held for sale when their carrying amount is to be recovered<br />

principally through a sale transaction and a sale is consi<strong>de</strong>red<br />

highly probable. Immediately before classification as held<br />

for sale, the assets are re-measured in accordance with the<br />

accounting policies of the Group. Thereafter the assets are<br />

generally measured at the lower of their carrying amount and<br />

fair value less costs to sell. Impairment losses on initial classification<br />

as held for sale and subsequent gains or losses on<br />

re-measurement are recognized in profit or loss. Gains are not<br />

recognized in excess of any cumulative impairment loss.<br />

2.11 Employee benefits<br />

Defined contribution plans<br />

A <strong>de</strong>fined contribution plan is a post-employment benefit plan<br />

un<strong>de</strong>r which an entity pays fixed contributions into a separate<br />

entity with no legal or constructive obligation to pay further<br />

amounts. Obligations for contributions to <strong>de</strong>fined contribution<br />

pension plans are recognized as an employee benefits expense<br />

in profit or loss when they are due. Prepaid contributions are<br />

recognized as an asset to the extent that a cash refund or a<br />

reduction in future payments is available.<br />

Defined benefit plans<br />

A <strong>de</strong>fined benefit plan is a post-employment benefit plan other<br />

than a <strong>de</strong>fined contribution plan. The net obligation in respect<br />

of <strong>de</strong>fined benefit pension plans is calculated separately for<br />

each plan by estimating the amount of future benefit that<br />

employees have earned in return for their service in the current<br />

and prior periods; that benefit is discounted to <strong>de</strong>termine its<br />

present value. Any unrecognized past service costs and the<br />

fair value of any plan assets are <strong>de</strong>ducted. The discount rate<br />

is the yield at the reporting date on AA credit-rated bonds<br />

that have maturity dates approximating the terms of the<br />

obligations and that are <strong>de</strong>nominated in the same currency<br />

in which the benefits are expected to be paid. The calculation<br />

is performed annually by a qualified actuary using the projected<br />

unit credit method. When the calculation results in a benefit<br />

page _ 72 / 73


Financial review 2009<br />

to the Group, the asset recognized is limited to the total of<br />

any unrecognized past service costs and the present value of<br />

any economic benefits available in the form of future refunds<br />

from the plan or reductions in future contributions to the plan.<br />

An economic benefit is available to the Group if it is realizable<br />

during the life of the plan or on settlement of the plan<br />

liabilities.<br />

When the benefits of a plan are improved, the portion of the<br />

increased benefit relating to past service by employees is<br />

recognized in profit or loss on a straight-line basis over the<br />

average period until the benefits become vested. To the extent<br />

that the benefits vest immediately, the expense is recognized<br />

immediately in profit or loss.<br />

Cumulative unrecognized actuarial gains and losses arising<br />

from changes in actuarial assumptions exceeding 10% of the<br />

greater of the <strong>de</strong>fined benefit obligation and the fair value of<br />

the plan assets are recognized in profit or loss over the expected<br />

average future service years of the employees participating<br />

in the plan (the corridor approach).<br />

Multi employer plans<br />

The Group also facilitates multi employer plans, in which vari-<br />

ous employers contribute to one central pension union.<br />

In accordance with IAS 19, as the pension union managing the<br />

plan is not able to provi<strong>de</strong> the Group with sufficient information<br />

to enable the Group to account for the plan as a <strong>de</strong>fined<br />

benefit plan, the Group accounts for its multi employer <strong>de</strong>fined<br />

benefit plan as if it were a <strong>de</strong>fined contribution plan.<br />

Other long-term employee benefits<br />

The net obligation in respect of long-term employee benefits<br />

other than pension plans is the amount of future benefit that<br />

employees have earned in return for their service in the current<br />

and prior periods; that benefit is discounted to <strong>de</strong>termine<br />

its present value, and the fair value of any related assets is<br />

<strong>de</strong>ducted. The discount rate is the yield at the reporting date<br />

on AA credit-rated bonds that have maturity dates approximating<br />

the terms of the obligations of the Group. The calculation<br />

is performed using the projected unit credit method. Actuarial<br />

gains or losses are recognized in profit or loss in the period in<br />

which they arise.<br />

Termination benefits<br />

Termination benefits are recognized as an expense when the<br />

Group is <strong>de</strong>monstrably committed, without realistic possibility of<br />

withdrawal, to a formal <strong>de</strong>tailed plan to either terminate employment<br />

before the normal retirement date or to provi<strong>de</strong> termination<br />

benefits as a result of an offer ma<strong>de</strong> to encourage voluntary<br />

redundancy. Termination benefits for voluntary redundancies are<br />

recognized as an expense if the Group has ma<strong>de</strong> an offer of voluntary<br />

redundancy, it is probable that the offer will be accepted,<br />

and the number of acceptances can be reliably estimated.<br />

Short-term benefits<br />

Short-term employee benefit obligations are measured on an<br />

undiscounted basis and are expensed as the related service is<br />

provi<strong>de</strong>d.<br />

A liability is recognized for the amount expected to be paid un<strong>de</strong>r<br />

short-term cash bonus or profit-sharing plans if the Group<br />

has a legal or constructive obligation to pay this amount as a<br />

result of past service provi<strong>de</strong>d by the employee and the obligation<br />

can be reliably estimated.<br />

2.12 Provisions<br />

A provision is recognized if, as a result of a past event, the<br />

Group has a legal or constructive obligation that can be reliably<br />

estimated and it is probable that an outflow of economic benefits<br />

will be required to settle the obligation. Provisions are<br />

<strong>de</strong>termined by discounting the expected future cash flows at<br />

a pre-tax rate that reflects current market assessments of the<br />

time value of money and the risks specific to the liability.<br />

Restructuring<br />

A provision for restructuring is recognized when the Group has<br />

approved a <strong>de</strong>tailed and formal restructuring plan, and the restructuring<br />

has either commenced or been publicly announced.<br />

Future operating costs are not provi<strong>de</strong>d for.


2.13 Revenue<br />

Products sold<br />

Revenue from the sale of products is measured at the fair value<br />

of the consi<strong>de</strong>ration received or receivable, net of returns,<br />

tra<strong>de</strong> discounts and volume rebates. Revenue is recognized<br />

when the significant risks and rewards of ownership have<br />

been transferred to the buyer, recovery of the consi<strong>de</strong>ration is<br />

probable, the associated costs and possible return of goods<br />

can be estimated reliably, there is no continuing management<br />

involvement with the goods, and the amount of revenue can be<br />

measured reliably.<br />

Contract manufacturing<br />

Contract manufacturing consists of the provision of manufac-<br />

turing services and sale of the resultant product. The nature<br />

and the risk profile of the contract with the customer is key in<br />

<strong>de</strong>termining whether the Group is providing a manufacturing<br />

service or is selling a product.<br />

Where the Group acts solely as a co-packer of products on<br />

behalf of the customer and the risk profile and compensation<br />

for the Group relates to the manufacturing activity, only the<br />

revenue related to the ren<strong>de</strong>ring of manufacturing services is<br />

recognized.<br />

2.14 Government grants<br />

Government grants are recognized at their fair value when it is<br />

reasonably assured that the Group will comply with the conditions<br />

attaching to them and that the grants will be received.<br />

Government grants relating to property, plant and equipment<br />

are <strong>de</strong>ducted from the carrying amount of the asset.<br />

Government grants relating to period costs are <strong>de</strong>ferred and<br />

recognized in the income statement over the period necessary to<br />

match them with the costs they are inten<strong>de</strong>d to compensate.<br />

2.15 Lease payments<br />

Payments ma<strong>de</strong> un<strong>de</strong>r operating leases are recognized in profit<br />

or loss on a straight-line basis over the term of the lease.<br />

Lease incentives received are recognized, as an integral part of<br />

the total lease expense, over the term of the lease. Minimum<br />

lease payments ma<strong>de</strong> un<strong>de</strong>r finance leases are apportioned between<br />

the finance expense and the reduction of the outstanding<br />

liability. The finance expense is allocated to each period<br />

of the lease term so as to produce a constant periodic rate of<br />

interest on the remaining balance of the liability. Contingent<br />

lease payments are accounted for by revising the minimum<br />

lease payments over the remaining term of the lease when the<br />

lease adjustment is confirmed.<br />

2.16 Finance income and expense<br />

Finance income comprises interest income on bank <strong>de</strong>posits and<br />

gains on hedging instruments that are recognized in profit or<br />

loss. Interest income is recognized in profit or loss as it accrues,<br />

using the effective interest method. Finance expense comprises<br />

interest expense on borrowings, the unwinding of discount on<br />

provisions and profit and losses on interest hedging instruments<br />

that are recognized in profit or loss.<br />

2.17 Income tax<br />

Income tax expense comprises current and <strong>de</strong>ferred tax.<br />

Income tax expense is recognized in profit or loss except to the<br />

extent that it relates to items recognized in other comprehensive<br />

income in which case the income tax expense is recognized<br />

in equity.<br />

Current tax is the income tax expected to be payable on the<br />

taxable profit for the year, using tax rates enacted or substantively<br />

enacted at the reporting date, together with any adjustment<br />

to tax payable in respect of previous years.<br />

Deferred tax is recognized using the balance sheet method,<br />

providing for temporary differences between the carrying<br />

amounts of assets and liabilities for financial reporting purposes<br />

and the amounts used for taxation purposes. In addition,<br />

<strong>de</strong>ferred tax is not recognized arising on the initial recognition<br />

of goodwill. Deferred tax is measured at the tax rates that are<br />

expected to be applied to temporary differences in the reporting<br />

period they reverse, based on the laws that have been<br />

enacted or substantively enacted by the reporting date.<br />

Deferred tax assets and liabilities are offset:<br />

page _ 74 / 75


Financial review 2009<br />

if there is a legally enforceable right to offset current tax<br />

liabilities and assets, and<br />

they relate to income taxes levied by the same tax authority<br />

on the same taxable entity or on different taxable<br />

entities which intend to settle current tax liabilities and<br />

assets on a net basis or the tax assets and liabilities of<br />

which will be realized simultaneously.<br />

A <strong>de</strong>ferred tax asset is recognized to the extent that it is probable<br />

that future taxable profits will be available against which<br />

the temporary difference can be utilized. Deferred tax assets<br />

are reviewed at each reporting date and are reduced to the<br />

extent that it is no longer probable that the related tax benefit<br />

will be realized.<br />

2.18 New standards and interpretations not yet adopted<br />

A number of new standards, amendments to standards and<br />

interpretations are not yet effective for the year en<strong>de</strong>d<br />

December 31, 2009 and have not been applied in preparing<br />

these consolidated financial statements. Other than Revised<br />

IFRS 3, the new and amen<strong>de</strong>d standards are not expected to<br />

have a significant impact on the consolidated financial statements<br />

of the Group.<br />

Revised IFRS 3 Business Combinations (2008) establishes a fair<br />

value measurement principle for recognizing and measuring<br />

all assets acquired and liabilities assumed, including contingent<br />

consi<strong>de</strong>ration, in a business combination. Revised IFRS 3<br />

introduces the term non-controlling interest (formerly minority<br />

interest) and permits an acquirer to recognize non-controlling<br />

interests at its either proportionate interest in the fair value<br />

of the i<strong>de</strong>ntifiable assets and liabilities of the acquiree or at<br />

fair value. The revised standard also modifies the <strong>de</strong>finition of<br />

a business combination to focus on control, and modifies the<br />

<strong>de</strong>finition of a business to clarify that it can inclu<strong>de</strong> a set of<br />

activities and assets which, while not currently being operated<br />

as a business, is capable of operating as a business. It incorporates<br />

the following changes that are likely to be relevant to the<br />

operations of the Group:<br />

The <strong>de</strong>finition of a business has been broa<strong>de</strong>ned, which<br />

is likely to result in more acquisitions being treated as<br />

business combinations.<br />

Contingent consi<strong>de</strong>ration will be measured at fair value,<br />

with subsequent changes therein being recognized in<br />

profit or loss.<br />

Transaction costs, other than share and <strong>de</strong>bt issue costs,<br />

will be expensed as incurred.<br />

Any pre-existing interest in the company acquired will be<br />

measured at fair value with the gain or loss being recognized<br />

in profit or loss.<br />

Any non-controlling (minority) interest will be measured<br />

either at fair value or at its proportionate interest in the<br />

i<strong>de</strong>ntifiable assets and liabilities of the company acquired,<br />

on a transaction-by-transaction basis.<br />

Revised IFRS 3, which becomes mandatory for the 2010 consolidated<br />

financial statements, will be applied prospectively and<br />

there will therefore be no impact on prior periods in the 2010<br />

consolidated financial statements.<br />

2.19 Determination of fair values<br />

A number of the accounting policies and disclosures require the<br />

<strong>de</strong>termination of fair value, for both financial and non-financial<br />

assets and liabilities. Fair values have been <strong>de</strong>termined<br />

for measurement and/or disclosure purposes based on the<br />

methods set out below. Where applicable further information<br />

regarding the assumptions ma<strong>de</strong> in <strong>de</strong>termining fair values is<br />

disclosed in the notes specific to that asset or liability.<br />

Property, plant and equipment<br />

The fair value of property, plant and equipment recognized as a<br />

result of a business combination is based on market values.<br />

The market value of property is the estimated amount for<br />

which a property would likely be exchanged on the date of<br />

valuation between a willing buyer and a willing seller in an<br />

arm’s length transaction after proper marketing wherein the<br />

parties had each acted knowledgeably, pru<strong>de</strong>ntly and without<br />

compulsion. The market value of items of machinery & equip-


ment and other fixed assets is based on the quoted market<br />

prices for similar items.<br />

Other intangible assets<br />

The fair value of other intangible assets is based on the dis-<br />

counted cash flows expected to be <strong>de</strong>rived from the use and<br />

eventual sale of these assets.<br />

Inventories<br />

The fair value of inventories acquired in a business combina-<br />

tion is <strong>de</strong>termined based on the estimated selling price in the<br />

ordinary course of business less the estimated costs of completion<br />

and sale and less a reasonable profit margin based on the<br />

effort required to complete and sell the inventories.<br />

Tra<strong>de</strong> and other receivables<br />

The fair value of tra<strong>de</strong> and other receivables is based on the<br />

present value of future cash flows, discounted at the market<br />

rate of interest at the reporting date.<br />

Derivatives<br />

The fair value of forward currency contracts is based on their<br />

listed market price, if available. If a listed market price is not<br />

available, then fair value is estimated by discounting the difference<br />

between the contract forward price and the current<br />

forward price for the residual maturity of the contract using a<br />

risk-free interest rate (based on government bonds).<br />

The fair value of interest rate swaps is based on broker quotes.<br />

These quotes are tested for reasonableness by discounting<br />

estimated future cash flows based on the terms and maturity<br />

of each contract and using market interest rates for a similar<br />

instrument at the measurement date.<br />

Non-<strong>de</strong>rivative financial liabilities<br />

Fair value for disclosure purposes is based on the present value<br />

of future principal and interest cash flows, discounted at the<br />

market rate of interest at the reporting date. In respect of the<br />

liability component of convertible notes, the market rate of interest<br />

is <strong>de</strong>termined by reference to similar liabilities that do not<br />

have a conversion option. For finance leases the market rate of<br />

interest is <strong>de</strong>termined by reference to similar lease agreements.<br />

3 Financial risk management<br />

3.1 Overview<br />

The Group has exposure to the following risks as regards its<br />

use of financial instruments:<br />

Credit risk<br />

Liquidity risk<br />

Market risk<br />

This note provi<strong>de</strong>s information regarding the exposure of the<br />

Group to each of the above risks, the objectives, policies and<br />

processes for measuring and managing risk, and the management<br />

of capital. Further quantitative disclosures are inclu<strong>de</strong>d<br />

throughout these consolidated financial statements.<br />

The Executive Board has the responsibility for the establishment<br />

and oversight of the risk management framework of the Group.<br />

Risk management policies of the Group are established to<br />

i<strong>de</strong>ntify and analyze the risks faced by the Group, to set appropriate<br />

risk limits and controls, and to monitor risks and<br />

adherence to limits. Risk management policies and systems are<br />

reviewed regularly to reflect changes in market conditions and<br />

in the activities of the Group. Through its training program and<br />

its management standards and procedures, the Group aims to<br />

<strong>de</strong>velop a disciplined and constructive control environment in<br />

which all employees un<strong>de</strong>rstand their roles and responsibilities.<br />

The Supervisory Board oversees management’s monitoring of<br />

compliance with the risk management policies and procedures<br />

of the Group and it reviews the a<strong>de</strong>quacy of the risk management<br />

framework in relation to the risks faced by the Group.<br />

3.2 Credit risk<br />

Credit risk represents the risk that counter parties fail to meet<br />

their contractual obligations, and arises principally in the<br />

receivables from customers, cash and cash equivalents,<br />

<strong>de</strong>rivative financial instruments and <strong>de</strong>posits with banks and<br />

financial institutions. The Group does not have any significant<br />

page _ 76 / 77


Financial review 2009<br />

concentration of credit risk. In or<strong>de</strong>r to reduce the exposure<br />

to credit risk, the Group carries out ongoing credit evaluations<br />

of the financial position of customers but generally does not<br />

require collateral. Use is ma<strong>de</strong> of a combination of in<strong>de</strong>pen<strong>de</strong>nt<br />

ratings and risk controls to assess the credit quality of the<br />

customer, taking into account its financial position, past experience<br />

and other factors. Sales are subject to payment conditions<br />

which are common practice in each country. The banks and<br />

financial institutions used as counterparty for holding cash and<br />

cash equivalents and <strong>de</strong>posits and in <strong>de</strong>rivative transactions<br />

can be classified as high credit quality financial institutions<br />

(minimal: A rating).<br />

The Group has policies that limit the amount of credit exposure<br />

to individual financial institutions. Management believes that<br />

the likelihood of losses arising from credit risk is remote particularly<br />

in the light of the diversification of activities.<br />

3.3 Liquidity risk<br />

Liquidity risk is the risk that the Group will not be able to meet<br />

its financial obligations as they fall due. The approach of the<br />

Group to managing liquidity risk is to ensure, as far as possible,<br />

that it always has sufficient liquidity to meet its liabilities<br />

when due, un<strong>de</strong>r both normal and more extreme conditions,<br />

without incurring unacceptable losses or risking damage to the<br />

reputation of the Group.<br />

The Group has a clear focus on financing long-term growth as<br />

well as current operations. Strong cost and cash management<br />

and controls over working capital and capital expenditure proposals<br />

are in place to ensure effective and efficient allocation<br />

of financial resources.<br />

3.4 Market risk<br />

Currency risk<br />

The Group is exposed to currency risk mainly on purchases<br />

<strong>de</strong>nominated in USD. At any point in time the Group hedges<br />

80 to 100 percent of its estimated foreign currency exposure<br />

on forecasted purchases for the following 12 months. The<br />

Group uses currency option contracts and forward exchange<br />

contracts to hedge its currency risks, most of which have a<br />

maturity date of less than one year from the reporting date.<br />

Where necessary, forward exchange contracts are rolled over<br />

on maturity.<br />

In respect of other monetary assets and liabilities <strong>de</strong>nominated<br />

in foreign currencies, the Group ensures that its net exposure<br />

is kept to an acceptable level by buying or selling foreign<br />

currencies at spot rates, as necessary, to address short-term<br />

imbalances.<br />

The Group’s investment in its UK subsidiaries is hedged by a<br />

GBP secured bank loan, which mitigates the currency risk<br />

arising from the subsidiary’s net assets. The investments in<br />

other subsidiaries are not hedged.<br />

Interest rate risk<br />

The Group is exposed to interest rate risk on interest-bearing<br />

long-term and current liabilities. The Group is exposed to the<br />

effects of variable interest rates on receivables and liabilities.<br />

On fixed interest receivables and liabilities, it is exposed to<br />

market value fluctuations.<br />

For certain long-term interest liabilities to financial institutions,<br />

the Group has entered into interest rate swap agreements<br />

through which the Group effectively pays at fixed interest rates<br />

for certain long-term interest liabilities.<br />

3.5 Capital management<br />

There were no changes in the approach of the Group to capital<br />

management during the year. The policy is to maintain a<br />

sufficient capital base so as to maintain investor, creditor<br />

and market confi<strong>de</strong>nce and to sustain future <strong>de</strong>velopment<br />

of the business. The Executive Board monitors the capital<br />

employed, which consists of the capital in property, plant and<br />

equipment, as well the net working capital. Furthermore, the<br />

Group monitors its cash positions, both actual and forecasted,<br />

on a monthly basis.<br />

Neither the Company nor any of its subsidiaries are subject to<br />

externally imposed capital requirements.


4 Notes to the consolidated balance sheet<br />

4.1 Property, plant and equipment<br />

The composition and changes were as follows:<br />

EUR’000<br />

COST<br />

note<br />

Land and<br />

buildings<br />

Machinery<br />

and<br />

equipment<br />

Other fixed<br />

assets<br />

Un<strong>de</strong>r<br />

construction Total<br />

January 1, 2008 180,190 186,543 7,104 8,109 381,946<br />

Additions 6,281 23,370 886 5,421 35,958<br />

Acquisitions through<br />

business combinations<br />

5,009 4,800 0 0 9,809<br />

Transfer to assets held<br />

for sale<br />

4.8 (863) 0 0 0 (863)<br />

Disposals 0 (5,140) (798) (361) (6,299)<br />

Effect of movements in<br />

exchange rates<br />

(1,774) (3,525) (161) (258) (5,718)<br />

December 31, 2008 188,843 206,048 7,031 12,911 414,833<br />

January 1, 2009 188,843 206,048 7,031 12,911 414,833<br />

Additions 2,259 22,819 3,296 17,813 46,187<br />

Acquisitions through<br />

business combinations<br />

6.1 11,574 10,390 0 191 22,155<br />

Transfer to assets held<br />

for sale<br />

4.8 (4,820) 0 0 0 (4,820)<br />

Disposals (1,683) (23,710) (1,030) (1,833) (28,256)<br />

Effect of movements in<br />

exchange rates<br />

347 778 56 15 1,196<br />

December 31, 2009 196,520 216,325 9,353 29,097 451,295<br />

page _ 78 / 79


Financial review 2009<br />

EUR’000<br />

DEPRECIATION AND<br />

IMPAIRMENT LOSSES<br />

note<br />

Land and<br />

buildings<br />

Machinery<br />

and<br />

equipment<br />

Other fixed<br />

assets<br />

Un<strong>de</strong>r<br />

construction Total<br />

January 1, 2008 (13,905) (37,753) (409) 0 (52,067)<br />

Depreciation for the year 5.4 (5,931) (37,817) (792) 0 (44,540)<br />

Impairment losses 5.4 (756) (1,574) 0 0 (2,330)<br />

Disposals 0 4,436 780 0 5,216<br />

Effect of movements in<br />

exchange rates<br />

412 1,416 83 1,911<br />

December 31, 2008 (20,180) (71,292) (338) 0 (91,810)<br />

January 1, 2009 (20,180) (71,292) (338) 0 (91,810)<br />

Depreciation for the year 5.4 (6,565) (39,193) (1,292) 0 (47,050)<br />

Impairment losses 5.4 (347) (1,173) 0 0 (1,520)<br />

Acquisitions through<br />

business combinations<br />

6.1 (4,655) (5,010) 0 0 (9,665)<br />

Transfer to assets<br />

held for sale<br />

4.8 1,781 0 0 0 1,781<br />

Disposals 1,155 24,291 842 0 26,288<br />

Effect of movements in<br />

exchange rates<br />

(94) (389) (29) 0 (512)<br />

December 31, 2009 (28,905) (92,766) (817) 0 (122,488)<br />

CARRYING AMOUNTS<br />

January 1, 2008 166,285 148,790 6,695 8,109 329,879<br />

December 31, 2008 168,663 134,756 6,693 12,911 323,023<br />

December 31, 2009 167,615 123,559 8,536 29,097 328,807


The current fair market value of property, plant and equipment<br />

is not materially different from the net book value.<br />

For the purpose of the acquisition of the Group by its current<br />

sharehol<strong>de</strong>rs in May 2006, a valuation was ma<strong>de</strong> by an in<strong>de</strong>pen<strong>de</strong>nt<br />

appraiser.<br />

For all acquisitions after 2006, property, plant and equipment<br />

was re-stated to fair market value based on valuation reports,<br />

and the <strong>de</strong>preciation terms have been brought in line with the<br />

company’s policies.<br />

Impairment losses<br />

In 2008 and 2009, the impairments recognized were related to<br />

property, plant and equipment in Germany, Poland and Spain.<br />

Financial leases<br />

The Group leases a warehouse and production equipment<br />

un<strong>de</strong>r a number of finance lease agreements secured on the<br />

un<strong>de</strong>rlying leased assets (see note 4.10).<br />

At December 31, 2009, the carrying amount of leased plant and<br />

machinery was EUR 14,104,000 (2008: EUR 18,329,000).<br />

Security<br />

Securities for the re<strong>de</strong>mption of amounts payable to banks<br />

have been given as follows:<br />

First priority mortgage on the real estate in<br />

The Netherlands and Germany.<br />

Pledge of all property, plant and equipment.<br />

Property, plant and equipment un<strong>de</strong>r construction<br />

Property, plant and equipment un<strong>de</strong>r construction relates<br />

mainly to expansion of production and warehouse facilities in<br />

the Netherlands, France, the UK and Germany. After construction<br />

is complete, the assets are reclassified to the applicable<br />

property, plant and equipment category.<br />

page _ 80 / 81


Financial review 2009<br />

4.2 Intangible assets<br />

The composition and changes were as follows:<br />

EUR’000<br />

COST<br />

note<br />

Goodwill Software Total<br />

January 1, 2008 272,604 3,006 275,610<br />

Acquisitions through business combinations 6.1 2,709 0 2,709<br />

Additions at cost 0 866 866<br />

Disposals at cost 0 (10) (10)<br />

Effect of movements in exchange rates (5,478) 0 (5,478)<br />

December 31, 2008 269,835 3,862 273,697<br />

January 1, 2009 269,835 3,862 273,697<br />

Acquisitions through business combinations 6.1 1,423 557 1,980<br />

Additions at cost 0 2,344 2,344<br />

Disposals at cost 0 (268) (268)<br />

Effect of movements in exchange rates 1,050 0 1,050<br />

December 31, 2009 272,308 6,495 278,803<br />

AMORTIzATION AND IMPAIRMENT LOSSES<br />

January 1, 2008 0 (1,287) (1,287)<br />

Amortization for the year 5.4 0 (641) (641)<br />

December 31, 2008 0 (1,928) (1,928)<br />

January 1, 2009 0 (1,928) (1,928)<br />

Acquisitions through business combinations 6.1 0 (497) (497)<br />

Amortization for the year 5.4 0 (697) (697)<br />

Impairment losses 5.4 (975) (7) (982)<br />

Disposals 0 160 160<br />

December 31, 2009 (975) (2,969) (3,944)<br />

CARRYING AMOUNTS<br />

January 1, 2008 272,604 1,719 274,323<br />

December 31, 2008 269,835 1,934 271,769<br />

December 31, 2009 271,333 3,526 274,859<br />

Amortization and impairment charge<br />

Amortization and impairment losses are recognized in <strong>de</strong>preciation, amortization and impairment expense<br />

in the income statement.


Impairment testing for cash-generating units containing goodwill<br />

For the purpose of impairment testing, goodwill is allocated to the business units of the Group, being the lowest<br />

level within the Group at which goodwill is monitored for internal management purposes.<br />

The aggregate carrying amounts of goodwill allocated to each unit are as follows:<br />

EUR’000<br />

2009 2008<br />

<strong>Refresco</strong> Benelux 93,716 92,293<br />

<strong>Refresco</strong> France 65,910 65,910<br />

<strong>Refresco</strong> Germany 39,859 39,859<br />

<strong>Refresco</strong> Iberia 35,716 35,716<br />

<strong>Refresco</strong> Poland 12,796 13,553<br />

<strong>Refresco</strong> UK 12,022 11,190<br />

<strong>Refresco</strong> Scandinavia 11,314 11,314<br />

271,333 269,835<br />

The recoverable amounts of the cash-generating units are based on value-in-use calculations.<br />

Value-in-use was <strong>de</strong>termined by discounting the future pre-tax cash flows generated from the continuing use of the<br />

unit using a pre-tax discount rate and was based on the following key assumptions:<br />

Cash flows were projected based on the current operating results and the 3-year business plan. Future cash<br />

flows were extrapolated using a growth rate which is based on the growth expectations of the private label<br />

segment in the total local market. These growth expectations are retrieved from researches from in<strong>de</strong>pen<strong>de</strong>nt<br />

external sources. Management believes that this forecast period was appropriate to the long-term nature of<br />

the business.<br />

A pre-tax discount rate of 10% was applied in <strong>de</strong>termining the recoverable amount of the units. This rate was<br />

based on a weighted average cost of capital applicable to the industry.<br />

The values assigned to the key assumptions represent management’s assessment of future trends in the industry<br />

and are based on both external and internal sources (historical data). With the exception for Poland, the recoverable<br />

amounts of the units were <strong>de</strong>termined to be higher than their carrying values and accordingly no impairment<br />

charges have been recognized. The impairment of EUR 975,000 in Poland is mainly caused by a reduced expected<br />

growth of our activities in the local market.<br />

Sensivity analysis<br />

If the undiscounted cash flow per cash-generating unit had been 10% lower than management’s estimates, that<br />

would have led to an additional reduction in Poland of the book value of goodwill by EUR 4.1 million at December<br />

31, 2009. If the estimated pre-tax discount rate applied to calculate the present value of future cash flows had been<br />

one percentage point higher than management’s estimates, then that would have led to an additional reduction of<br />

the book value of goodwill in Poland by EUR 4.7 million at December 31, 2009.<br />

page _ 82 / 83


Financial review 2009<br />

4.3 Other investments<br />

Non-current investments<br />

The composition as at December 31 was as follows:<br />

EUR’000<br />

2009 2008<br />

note<br />

Securities and bonds 6.2 1,320 370<br />

Current investments<br />

The composition as at December 31 was as follows:<br />

EUR’000<br />

1,320 370<br />

2009 2008<br />

note<br />

Derivatives used for hedging 6.2 2,541 6,344<br />

2,541 6,344<br />

The exposure to credit, currency and interest rate risks related to other investments is disclosed in notes 3 and 6.2.<br />

4.4 Deferred tax assets and liabilities<br />

Deferred tax assets and liabilities arise on the following:<br />

EUR’000<br />

Assets Liabilities Net<br />

2009 2008 2009 2008 2009 2008<br />

Property, plant and<br />

equipment<br />

1,407 416 (30,666) (32,230) (29,259) (31,814)<br />

Intangible assets 2,731 2,593 (1,149) (1,199) 1,582 1,394<br />

Inventories 437 360 (26) (66) 411 294<br />

Tra<strong>de</strong> and other<br />

receivables<br />

1,443 1,246 (336) (311) 1,107 935<br />

Loans and borrowings 4,324 3,786 (1,251) (602) 3,073 3,184<br />

Derivatives 3,861 1,706 0 0 3,861 1,706<br />

Employee benefits<br />

provision<br />

391 938 0 (168) 391 770<br />

Other provisions 271 42 (1,058) (1,487) (787) (1,445)<br />

Current liabilities 950 2,259 (3,449) (1,791) (2,499) 468<br />

Deferred tax assets<br />

/ (liabilities)<br />

15,815 13,346 (37,935) (37,854) (22,120) (24,508)<br />

Tax loss<br />

carry-forwards<br />

6,006 9,387<br />

Net Tax assets / (liabilities) (16,114) (15,121)


EUR’000<br />

Movement in temporary differences 2008<br />

January 1,<br />

2008<br />

Recognized<br />

in profit or<br />

loss<br />

Recognized<br />

in<br />

equity<br />

Acquired in<br />

business<br />

combinations<br />

Effect of<br />

movement<br />

in exchange<br />

rates<br />

December<br />

31, 2008<br />

Property, plant and<br />

equipment<br />

(30,091) 2,288 (1,020) (3,230) 239 (31,814)<br />

Intangible assets 1,705 (311) 0 0 0 1,394<br />

Inventories 82 208 0 0 4 294<br />

Tra<strong>de</strong> and other<br />

receivables<br />

1,253 (335) 0 0 17 935<br />

Loans and borrowings (20) 1,281 0 1,961 (38) 3,184<br />

Derivatives (915) 2,621 0 1,706<br />

Employee benefits<br />

provision<br />

749 21 0 0 0 770<br />

Other provisions (1,766) 324 0 0 (3) (1,445)<br />

Current liabilities (556) 766 0 297 (39) 468<br />

Deferred tax assets<br />

/ (liabilities)<br />

(29,559) 6,863 (1,020) (972) 180 (24,508)<br />

Tax loss<br />

carry-forwards<br />

12,031 (2,479) 0 0 (165) 9,387<br />

Net tax assets /<br />

(liabilities)<br />

EUR’000<br />

Movement in temporary differences 2009<br />

(17,528) 4,384 (1,020) (972) 15 (15,121)<br />

January 1,<br />

2009<br />

Recognized<br />

in profit or<br />

loss<br />

Acquired in<br />

business<br />

combinations<br />

Effect of<br />

movement<br />

in exchange<br />

rates<br />

December<br />

31, 2009<br />

Property, plant and equipment (31,814) 4,479 (1,890) (34) (29,259)<br />

Intangible assets 1,394 188 0 0 1,582<br />

Inventories 294 416 (299) 0 411<br />

Tra<strong>de</strong> and other receivables 935 177 0 (5) 1,107<br />

Loans and borrowings 3,184 (113) 0 2 3,073<br />

Derivatives 1,706 2,155 0 0 3,861<br />

Employee benefits provision 770 (378) 0 (1) 391<br />

Other provisions (1,445) 168 489 1 (787)<br />

Current liabilities 468 (3,085) 105 13 (2,499)<br />

Deferred tax assets / (liabilities) (24,508) 4,007 (1,595) (24) (22.120)<br />

Tax loss carry-forwards 9,387 (3,432) 0 51 6,006<br />

Net tax assets / (liabilities) (15,121) 575 (1,595) 27 (16,114)<br />

page _ 84 / 85


Financial review 2009<br />

Tax losses carry-forwards<br />

The Group has losses carry-forwards for an amount of EUR 7,322,000 (2008: EUR 10,058,000) as<br />

per December 31, 2009, which expire in the following years:<br />

EUR’000<br />

2009 2008<br />

2009 - 2013 0 0<br />

2014 323 323<br />

After 2014 but not unlimited 3,125 5,257<br />

Unlimited 3,874 4,478<br />

7,322 10,058<br />

Recognized as <strong>de</strong>ferred tax assets (net) 6,006 9,387<br />

Not recognized 1,316 671<br />

4.5 Inventories<br />

The composition as at December 31 was as follows:<br />

EUR’000<br />

2009 2008<br />

Stock of raw materials and consumables 46,635 44,050<br />

Stock of finished goods 46,350 49,978<br />

Stocks are impaired for obsolescence by EUR 3,968,000 (2008: EUR 3,771,000).<br />

4.6 Tra<strong>de</strong> and other receivables<br />

The composition as at December 31 was as follows:<br />

EUR’000<br />

92,985 94,028<br />

2009 2008<br />

note<br />

Tra<strong>de</strong> receivables 154,621 157,784<br />

Other receivables, prepayments and accrued income 12,996 11,585<br />

Other taxes and social security premiums 8,855 11,484<br />

6.2 176,472 180,853<br />

Non-current 0 0<br />

Current 176,472 180,853<br />

The exposure to credit and currency risks and impairment losses related to tra<strong>de</strong> and other receivables is<br />

disclosed in note 6.2.


4.7 Cash and cash equivalents<br />

The composition as at December 31 was as follows:<br />

EUR’000<br />

2009 2008<br />

note<br />

Bank balances 20,742 27,702<br />

Deposits 39,000 17,000<br />

Cash and cash equivalents 6.2 59,742 44,702<br />

Bank overdrafts 4.10 (1,365) (10,858)<br />

Cash and cash equivalents in the statement of cash flows 58,377 33,844<br />

The full amount of bank balances is available on <strong>de</strong>mand. The term of the <strong>de</strong>posits is less than 3 months.<br />

The exposure to interest rate risk and the sensitivity analysis for financial assets and liabilities are disclosed in note 6.2<br />

4.8 Assets classified as held for sale<br />

Manufacturing facilities, as well as some machinery and equipment in Germany and Poland, have been classified<br />

as assets held for sale following the <strong>de</strong>cision by the management to sell these assets. Efforts to sell the assets are<br />

in progress and a sale is expected within normal market terms for such assets. During 2009, assets held for sale in<br />

France have been sold. Valuation is based on latest market information.<br />

EUR’000<br />

2009 2008<br />

Assets classified as held for sale as at January 1 1,238 437<br />

Transfer from property, plant and equipment 3,039 863<br />

Impairment on transferred assets (1,637) 0<br />

Assets sold (863) 0<br />

Effect of movements in exchange rates 5 (62)<br />

1,782 1,238<br />

4.9 Capital and reserves<br />

A <strong>de</strong>tailed overview of equity is provi<strong>de</strong>d in the consolidated statement of changes in equity 2009.<br />

In 2009, the Group paid a divi<strong>de</strong>nd of EUR 75,000 from the share premium to Okil Holding B.V. and Go<strong>de</strong>tia II B.V.<br />

For the year 2009, the Executive Board proposes not to <strong>de</strong>clare any divi<strong>de</strong>nd.<br />

Re<strong>de</strong>emable preference shares<br />

The rights of re<strong>de</strong>emable preference sharehol<strong>de</strong>rs are disclosed in note 3.2 to the company financial statements.<br />

4.10 Loans and borrowings<br />

The interest-bearing loans and borrowings are recognized at amortized cost. The exposure to interest rate,<br />

foreign currency and liquidity risks is disclosed in note 6.2.<br />

page _ 86 / 87


Financial review 2009<br />

Non-current liabilities<br />

The composition as at December 31 was as follows:<br />

EUR’000<br />

2009 2008<br />

Syndicated bank loans 296,697 311,200<br />

Subordinated bank loans 218,182 199,927<br />

Finance lease liabilities 9,807 13,807<br />

Current liabilities<br />

The composition as at December 31 was as follows:<br />

EUR’000<br />

524,686 524,934<br />

2009 2008<br />

note<br />

Current portion of syndicated bank loans 11,779 10,180<br />

Current portion of finance lease liabilities 4,297 4,522<br />

Other bank loans 619 1,940<br />

16,695 16,642<br />

Bank overdrafts 4.7 1,365 10,858<br />

The terms and conditions of the outstanding loans are as follows:<br />

Currency<br />

Nominal<br />

interest<br />

rate<br />

EUR’000 %<br />

Syndicated<br />

and other<br />

bank loans<br />

Subordinated<br />

bank loans<br />

Finance lease<br />

liabilities<br />

Bank<br />

overdrafts<br />

Year of<br />

maturity<br />

Face value<br />

2009<br />

Carrying<br />

amount<br />

2009<br />

18,060 27,500<br />

Face value<br />

2008<br />

Carrying<br />

amount<br />

2008<br />

EUR 1.9-6.3 2013-2015 310,962 309,095 325,695 323,320<br />

EUR 9.9-16.4 2016-2017 187,380 218,182 187,380 199,927<br />

EUR Various Various 14,104 14,104 18,329 18,329<br />

EUR 1.0-2.0 2010 1,365 1,365 10,858 10,858<br />

Total interest-bearing liabilities 513,811 542,746 542,262 552,434


The bank loans are secured by the following:<br />

First priority mortgage on the real estate in The Netherlands and Germany<br />

Pledge of property, plant and equipment, receivables, inventories and the shares of all group companies.<br />

Assignment of movable fixed assets and inventories, rights and claims un<strong>de</strong>r a Share Purchase Agreement<br />

and certain insurance policies.<br />

The Group maintains the following lines of credit:<br />

A EUR 17.5 million facility for capital expenditures, with interest payable at the rate of EURIBOR plus 1.50 %.<br />

A EUR 50.0 million revolving credit facility to meet short-term financing needs, with interest payable at the<br />

rate of EURIBOR plus 1.50 %.<br />

Finance lease liabilities<br />

Finance lease liabilities are payable as follows:<br />

EUR’000<br />

Future<br />

minimum<br />

lease<br />

payments<br />

2009<br />

Interest<br />

2009<br />

Present<br />

value of<br />

minimum<br />

lease<br />

payments<br />

2009<br />

Future<br />

minimum<br />

lease<br />

payments<br />

2008<br />

Interest<br />

2008<br />

Present<br />

value of<br />

minimum<br />

lease<br />

payments<br />

2008<br />

Less than one year 4,898 601 4,297 5,233 711 4,522<br />

Between one and five years 9,595 926 8,669 12,365 1,370 10,995<br />

More than five years 1,175 37 1,138 2,948 136 2,812<br />

15,668 1,564 14,104 20,546 2,217 18,329<br />

Financial leases relate mainly to a warehouse and an office building in France and production equipment in Belgium<br />

and Poland.<br />

page _ 88 / 89


Financial review 2009<br />

4.11 Employee benefits provision<br />

The composition as at December 31 was as follows:<br />

EUR’000<br />

2009 2008<br />

Present value of unfun<strong>de</strong>d obligations 15,199 13,707<br />

Present value of fun<strong>de</strong>d obligations 40,069 31,355<br />

Present value of pension benefit obligations 55,268 45,062<br />

Fair value of plan assets (38,969) (32,699)<br />

Present value of net obligations 16,299 12,363<br />

Effect of §58(b) - asset ceiling 0 368<br />

Unrecognized past service costs (204) 0<br />

Unrecognized net actuarial gains / (losses) (3,027) 211<br />

Total employee benefits (asset) / liability 13,068 12,942<br />

The Group contributes to a number of <strong>de</strong>fined benefit plans that provi<strong>de</strong> pension benefits to employees upon<br />

retirement in the Netherlands, Germany and the United Kingdom. The amount of the benefits <strong>de</strong>pends on age,<br />

salary and years of service. Furthermore, the Group has an in<strong>de</strong>mnity plan in France and obligations for jubilee<br />

in the Netherlands, Germany and France.<br />

Plan assets comprise:<br />

EUR’000<br />

2009 2008<br />

Equity securities 9,080 6,776<br />

Government bonds 27,765 23,040<br />

Other 2,124 2,883<br />

38,969 32,699


Movements in the present value of the <strong>de</strong>fined benefit obligations<br />

The composition and changes were as follows:<br />

EUR’000<br />

2009 2008<br />

Defined benefit obligations as at January 1 45,062 47,521<br />

Net transfers in / (out) 604 (58)<br />

Benefits paid by the plan (1,146) (1,574)<br />

Current service costs 2,280 2,018<br />

Interest costs 2,595 2,509<br />

Plan participants contributions 204 187<br />

Past service costs 215 0<br />

Effect of movements in exchange rates 311 (1,622)<br />

Actuarial (gains) / losses 5,143 (3,919)<br />

Defined benefit obligations as at December 31 55,268 45,062<br />

Movements in the fair value of plan assets<br />

The composition and changes were as follows:<br />

EUR’000<br />

2009 2008<br />

Fair value of plan assets as at January 1 (32,699) (35,521)<br />

Net transfers (in) / out (604) 58<br />

Benefits paid by the plan 1,508 1,622<br />

Employer contributions (3,540) (2,392)<br />

Plan participants contributions (204) (307)<br />

Expected return on plan assets (1,521) (1,743)<br />

Effect of movements in exchange rates (343) 1,700<br />

Actuarial (gains) / losses (1,566) 3,884<br />

Fair value of plan assets as at December 31 (38,969) (32,699)<br />

The weighted average returns for the Netherlands, Germany and UK are based on the strategic asset mixes and the<br />

corresponding yields for each asset category.<br />

page _ 90 / 91


Financial review 2009<br />

Expenses recognized in the income statement<br />

The composition was as follows:<br />

EUR’000<br />

2009 2008<br />

note<br />

Current service costs 2,280 2,018<br />

Interest on benefit obligations 2,595 2,509<br />

Expected return on plan assets (1,521) (1,743)<br />

Amortization of past service cost including §58A 11 0<br />

Effect of §58(b) limit (396) 137<br />

Recognized actuarial losses / (gains) including §58A 339 (707)<br />

Pension costs of <strong>de</strong>fined benefit schemes 3,308 2,214<br />

Pension contributions to <strong>de</strong>fined contribution schemes 1,003 2,368<br />

Total pension costs 5.3 4,311 4,582<br />

The pensions costs are recognized in the employee benefits expense.<br />

The actual return on plan assets was EUR 3,086,000 positive (2008: EUR 2,141,000 negative).<br />

Actuarial assumptions<br />

Principal actuarial assumptions at the reporting date (expressed as weighted averages):<br />

%<br />

2009 2008<br />

Discount rate as at 31 December 5.3 5.7<br />

Expected return on plan assets as at January 1 4.2 4.2<br />

Future salary increases 3.0 2.0<br />

Future pension increases 2.1 2.0<br />

The assumptions regarding future mortality are based on published statistics and mortality tables.<br />

Historical information<br />

The composition as at December 31 was as follows:<br />

EUR’000<br />

2009 2008 2007 2006<br />

Present value of <strong>de</strong>fined benefit obligations 55,268 45,062 47,521 42,536<br />

Fair value of plan assets (38,969) (32,699) (35,521) (27,774)<br />

Deficit in the plan 16,299 12,363 12,000 14,762<br />

Experience gains / (losses) arising on plan liabilities (1%) 9%<br />

Experience adjustments arising on plan assets 4% (12%)


The Group expects that contributions to the <strong>de</strong>fined benefit plans will be EUR 2,186,000 in 2010.<br />

4.12 Other provisions<br />

The composition and changes were as follows:<br />

EUR’000<br />

Reorganization Other Total<br />

January 1, 2009 2,620 712 3,332<br />

Provisions ma<strong>de</strong> during the period 2,300 920 3,220<br />

Provisions used during the period (3,332) 0 (3,332)<br />

Provisions reversed during the period 0 (7) (7)<br />

Effect of movements in exchange rates 0 31 31<br />

December 31, 2009 1,588 1,656 3,244<br />

Non-current 0 525 525<br />

Current 1,588 1,131 2,719<br />

Reorganization<br />

During 2009, the Group committed to a plan to further restucture the German organization. Following the<br />

announcement of the plan the Group recognized in 2009 a provision of EUR 2,300,000 for the expected reorganization<br />

costs, including employee termination benefits. Based on the terms of the applicable contracts, EUR 3,332,000<br />

was charged to the provision in 2009.<br />

Other provisions<br />

Other provisions inclu<strong>de</strong> provisions for claims.<br />

4.13 Tra<strong>de</strong> and other payables<br />

The composition as at December 31 was as follows:<br />

EUR’000<br />

2009 2008<br />

note<br />

Tra<strong>de</strong> accounts payable 158,046 154,767<br />

Income tax payable 1,837 3,899<br />

Other taxes and social security premiums 12,518 12,213<br />

Current part of provisions 2,719 2,620<br />

Other payables, accruals and <strong>de</strong>ferred income 51,215 41,719<br />

6.2 226,335 215,218<br />

The exposure to foreign currency and liquidity risks on tra<strong>de</strong> and other payables is disclosed in note 6.2.<br />

page _ 92 / 93


Financial review 2009<br />

5 Notes to the consolidated income statement<br />

5.1 Revenue<br />

The composition was as follows:<br />

EUR’000<br />

2009 2008<br />

Private label and own brands 899,434 898,163<br />

Contract manufacturing 240,140 247,919<br />

5.2 Other income<br />

Other income relates entirely to the gain on the sale of property, plant and equipment.<br />

5.3 Employee benefits expense<br />

The composition was as follows:<br />

EUR’000<br />

1,139,574 1,146,082<br />

2009 2008<br />

note<br />

Wages and salaries 82,876 77,626<br />

Compulsory social security contributions 18,760 17,771<br />

Pension contributions to <strong>de</strong>fined contribution schemes 4.11 1,003 2,368<br />

Pension costs of <strong>de</strong>fined benefit schemes 4.11 3,308 2,214<br />

105,947 99,979<br />

During 2009 the average number of employees in the Group, in full-time equivalents (“FTEs”), was 2,318<br />

(2008: 2,241), of which 1,927 (2008: 1,926) were employed outsi<strong>de</strong> the Netherlands.<br />

5.4 Depreciation, amortization and impairment expense<br />

The composition was as follows:<br />

EUR’000<br />

2009 2008<br />

note<br />

Property, plant and equipment 4.1+4.7 50,207 46,870<br />

Intangible assets 4.2 1,679 641<br />

51,886 47,511


5.5 Other operating expenses<br />

The composition was as follows:<br />

EUR’000<br />

2009 2008<br />

note<br />

Freight charges 49,914 55,307<br />

Other cost of sales, including excise duties 44,873 49,146<br />

Promotion costs 1,364 1,584<br />

Temporary staff 9,099 9,150<br />

Other personnel costs 7,971 5,095<br />

Rent and leasing of machinery and equipment 6.3 16,348 13,735<br />

Maintenance 26,948 25,918<br />

Energy 25,264 22,987<br />

Advice and legal costs 4,917 6,955<br />

Housing costs, including rental of buildings 6.3 9,489 7,971<br />

Storage costs 14,898 14,708<br />

Other operating costs 30,932 30,978<br />

Auditor’s fees<br />

242,017 243,534<br />

With reference to Section 2:382a(1) and (2) of the Dutch Civil Co<strong>de</strong>, the following fees for the financial year have<br />

been charged by PricewaterhouseCoopers Accountants N.V. and the PricewaterhouseCoopers network insi<strong>de</strong> and<br />

outsi<strong>de</strong> the Netherlands to the Company, its subsidiaries and other consolidated entities:<br />

EUR’000<br />

2009 2008<br />

Statutory audit of financial statements 925 822<br />

Other auditing services 44 40<br />

Tax advisory services 593 1,247<br />

Other non-audit services 47 978<br />

Total 1,609 3,087<br />

page _ 94 / 95


Financial review 2009<br />

5.6 Finance income and expense<br />

Finance income and expense recognized in the income statement<br />

The composition was as follows:<br />

EUR’000<br />

2009 2008<br />

Interest income on bank <strong>de</strong>posits 201 2,014<br />

Finance income 201 2,014<br />

Interest expense on financial liabilities measured at amortized cost (49,874) (55,017)<br />

Cost of borrowings (635) (7,361)<br />

Net change in fair value of <strong>de</strong>rivatives (5,982) (14,005)<br />

Finance expense (56,491) (76,383)<br />

Net finance expense (56,290) (74,369)<br />

The cost of borrowings EUR 635,000 (2008: EUR 7,361,000) relates to the financing costs of the syndicated loan<br />

facility entered into in 2008, which were capitalized in the aggregate amount of EUR 6,319,000 and amortized over<br />

the terms of the loans. In 2008, an amount of EUR 5,906,000 related to the one-time write off of capitalized finance<br />

costs arising on loans, originating in 2006, which were refinanced in 2008.<br />

The net change in fair value of <strong>de</strong>rivatives EUR 5,982,000 negative (2008: EUR 14,005,000 negative) relates to<br />

changes in the fair value of the interest rate swaps contracts conclu<strong>de</strong>d by the Group to hedge the interest rate risk<br />

on syndicated bank loans and subordinated bank loans.<br />

Finance income and expense recognized in other comprehensive income<br />

The composition was as follows:<br />

EUR’000<br />

2009 2008<br />

Foreign currency translation differences for foreign operations 1,299 (5,955)<br />

Finance income / (expense) recognized in other comprehensive income,<br />

net of tax<br />

Recognized in:<br />

1,299 (5,955)<br />

Translation reserve 1,299 (5,955)


5.7 Income tax (expense) / benefit<br />

The composition was as follows:<br />

EUR’000<br />

2009 2008<br />

Current tax expense<br />

Current period (6,047) (3,962)<br />

Un<strong>de</strong>r / (over) provisions in prior years 1,745 3,479<br />

(4,302) (483)<br />

Deferred tax expenses<br />

Origination and reversal of temporary differences 3,756 7,429<br />

Change in tax rate (26) (568)<br />

Previously unrecognized <strong>de</strong>ductible temporary differences 75 0<br />

Utilization of tax losses recognized (3,965) (2,479)<br />

Recognition of previously unrecognized tax losses 533 0<br />

Un<strong>de</strong>r / (over) provisions in prior years 208 (782)<br />

581 3,600<br />

Total income tax (expense) / benefit (3,721) 3,117<br />

EUR’000<br />

Reconciliation of effective tax rate<br />

2009 2008<br />

Profit / (loss) before income tax 11,414 (16,900)<br />

Income tax (expense) / benefit (3,721) 3,117<br />

Profit / (loss) 7,693 (13,783)<br />

2009 2008<br />

EUR’000 % %<br />

Income tax using the Company’s domestic tax rate 25.5% (2,911) 25.5% 4,310<br />

Effect of tax rates in foreign jurisdictions 22.1% (2,522) (5.0%) (845)<br />

Reduction in tax rate 0.2% (23) (3.4%) (575)<br />

Non-<strong>de</strong>ductible expenses 3.1% (354) (13.4%) (2,265)<br />

Non-taxable income (2.4%) 274 7.3% 1,234<br />

Recognition of previously unrecognized tax losses 1.5% (171) (4.5%) (761)<br />

Current year losses for which no <strong>de</strong>ferred tax asset<br />

was recognized<br />

2.6% (297) (2.4%) (406)<br />

Un<strong>de</strong>r / (over) provisions in prior years (20.0%) 2,283 14.4% 2,425<br />

Total income tax (expense) / benefits 32.6% (3,721) 18.4% 3,117<br />

page _ 96 / 97


Financial review 2009<br />

The major item in the effective tax rate reconciliation relates to the favorable outcome of discussions with the<br />

Dutch tax authorities. This has resulted in the release of an over-provision relating to prior years. Furthermore,<br />

the effective tax rate has been affected by the non-recognition of losses in both Poland and the UK and by a<br />

combination of non-<strong>de</strong>ductible expenses and non-taxable income.<br />

6 Supplementary Information<br />

6.1 Acquisition of subsidiaries and non-controlling interests<br />

On April 18, 2009, the Group agreed to purchase 100% of the share capital of Schiffers B.V. for EUR 18.8 million in<br />

cash. Schiffers B.V. manufactures carbonated soft drinks for the private label market and also acts as a contract<br />

manufacturer. For the period from acquisition to December 31, 2009 the subsidiary contributed an operating profit<br />

of EUR 1,265,000. If the acquisition had taken place on January 1, 2009, management estimates that Schiffers B.V.<br />

would have contributed revenue of EUR 50.3 million and operating profit of EUR 1.6 million. In <strong>de</strong>termining these<br />

amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would<br />

have been the same if the acquisition had taken place on January 1, 2009.<br />

The acquisition had the following effect on the assets and liabilities on acquisition date:<br />

Pre-acquisition<br />

carrying<br />

amount<br />

Fair value<br />

adjustments<br />

Recognized<br />

values on<br />

acquisition<br />

EUR’000<br />

Property, plant and equipment<br />

note<br />

4.1 5,079 7,411 12,490<br />

Intangible assets 4.2 60 0 60<br />

Inventories 5,400 1,171 6,571<br />

Tra<strong>de</strong> and other receivables 627 0 627<br />

Cash and cash equivalents 7,914 0 7,914<br />

Deferred tax liabilities 4.4 0 (1,595) (1,595)<br />

Tra<strong>de</strong> and other payables (6,547) (2,099) (8,646)<br />

Net i<strong>de</strong>ntifiable assets and liabilities 12,533 4,888 17,421<br />

Goodwill on acquisition 4.1 1,423<br />

Consi<strong>de</strong>ration paid, satisfied in cash 18,844<br />

Cash acquired (7,914)<br />

Net cash outflow 10,930


Pre-acquisition carrying amounts were <strong>de</strong>termined based on IFRS standards applicable as of the date of<br />

acquisition. The values of assets, liabilities, and contingent liabilities recognized on acquisition are their<br />

estimated fair values (see note 2.19 for methods used to <strong>de</strong>termine fair values). The goodwill recognized on<br />

the acquisition is attributable mainly to the synergies expected to be achieved from integrating the acquired<br />

company into the existing business.<br />

On March 31, 2008, the Group acquired the remaining 10 percent interest in Histogram Ltd. (the United Kingdom)<br />

increasing its ownership from 90 percent to 100 percent for an amount of GBP 1.3 million.<br />

On June 17, 2008, the Group acquired the remaining 90 percent interest in Eldis S.A.S. in France increasing its<br />

ownership from 10 percent to 100 percent for an amount of EUR 37,000.<br />

On December 22, 2008, the Group acquired 25% of Junita Fruchtsaft Marketing GmbH in Germany increasing its<br />

ownership to 100% for an insignificant amount.<br />

6.2 Financial instruments<br />

Credit risk<br />

Exposure to credit risk<br />

The carrying amount of financial assets represents the maximum credit exposure, as follows at the reporting date:<br />

EUR’000<br />

Carrying amount<br />

2009 2008<br />

note<br />

Non-current investments 4.3 1,320 370<br />

Tra<strong>de</strong> and other receivables 4.6 176,472 180,853<br />

Current investments 4.3 2,541 6,344<br />

Cash and cash equivalents 4.7 59,742 44,702<br />

240,075 232,269<br />

The maximum exposure to credit risk for tra<strong>de</strong> and other receivables at the reporting date by geographic region<br />

was as follows:<br />

EUR’000<br />

Carrying amount<br />

2009 2008<br />

Euro-zone countries (EUR) 161,132 169,094<br />

United Kingdom (GBP) 7,675 5,180<br />

Poland (PLN) 7,665 6,579<br />

176,472 180,853<br />

page _ 98 / 99


Financial review 2009<br />

Ageing and impairment losses<br />

The ageing of tra<strong>de</strong> and other receivables at the reporting date was as follows:<br />

EUR’000<br />

2009 2008<br />

Gross Impairment Gross Impairment<br />

Not past due 156,757 0 155,002 0<br />

Past due 0 - 30 days 15,993 0 22,548 0<br />

Past due 31 - 60 days 2,074 0 1,309 0<br />

Past due more than 60 days 2,964 1,316 3,724 1,730<br />

177,788 1,316 182,583 1,730<br />

The movements in the impairment loss in respect of tra<strong>de</strong> and other receivables during the year were as follows:<br />

EUR’000<br />

2009 2008<br />

January 1 1,730 2,086<br />

Impairment loss recognized 167 232<br />

Release of provision (238) (390)<br />

Written off (350) (126)<br />

Effect of movements in exchange rates 7 (72)<br />

December 31 1,316 1,730<br />

The Group <strong>de</strong>termines impairment losses on the basis of specific estimates of losses incurred in respect of tra<strong>de</strong><br />

and other receivables. Based on historic <strong>de</strong>fault rates, the Group believes that no impairment loss has occurred in<br />

respect of tra<strong>de</strong> receivables not past due or past due by up to 60 days.<br />

Liquidity risk<br />

The contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of<br />

netting agreements, are as shown in the following table.<br />

Insofar as these cash flows <strong>de</strong>pend on future floating interest rates, the level of which was unknown on the balance<br />

sheet date, these cash flows have been estimated on the basis of rates prevailing on the balance sheet date.


EUR’000<br />

December 31, 2009<br />

Carrying<br />

amount<br />

Contractual<br />

cash flows<br />

6 months<br />

or less<br />

6 - 12<br />

months<br />

1 – 2<br />

years<br />

2 – 5<br />

years<br />

> 5<br />

years<br />

Non-<strong>de</strong>rivative financial liabilities<br />

Syndicated<br />

bank loans<br />

309,095 (428,652) (17,542) (18,218) (36,481) (217,147) (139,264)<br />

Subordinated<br />

bank loans<br />

218,182 (582,623) (5,847) (5,847) (12,361) (41,508) (517,060)<br />

Finance lease<br />

liabilities<br />

14,104 (15,668) (2,449) (2,449) (4,386) (5,208) (1,176)<br />

Tra<strong>de</strong> and other<br />

payables<br />

226,335 (226,335) (226,335) 0 0 0 0<br />

Bank overdrafts 1,365 (1,365) (1,365) 0 0 0 0<br />

Derivative financial liabilities<br />

Interest rate swaps<br />

used for hedging<br />

769,081 (1,254,643) (253,538) (26,514) (53,228) (263,863) (657,500)<br />

Cash flow 16,281 (22,835) (4,900) (4,519) (7,876) (5,540) 0<br />

EUR’000<br />

December 31, 2008<br />

Carrying<br />

amount<br />

Contractual<br />

cash flows<br />

6 months<br />

or less<br />

6 - 12<br />

months<br />

1 – 2<br />

years<br />

2 – 5<br />

years<br />

> 5<br />

years<br />

Non-<strong>de</strong>rivative financial liabilities<br />

Syndicated<br />

bank loans<br />

323,320 (463,442) (17,000) (17,835) (35.715) (104,174) (288,718)<br />

Subordinated<br />

bank loans<br />

199,927 (593,689) (4,047) (7,018) (11,695) (39,272) (531,657)<br />

Finance lease<br />

liabilities<br />

18,329 (20,546) (2,616) (2,616) (5,053) (7,313) (2,948)<br />

Tra<strong>de</strong> and other<br />

payables<br />

215,218 (215,218) (215,218) 0 0 0 0<br />

Bank overdrafts 10,858 (10,858) (10,858) 0 0 0 0<br />

Derivative financial liabilities<br />

Interest rate <strong>de</strong>rivatives<br />

used for hedging<br />

767,652 (1,303,753) (249,739) (27,469) (52,463) (150,759) (823,323)<br />

Cash flow 10,122 (12,970) (2,496) (2,347) (5,116) (3,011) 0<br />

page _ 100 / 101


Financial review 2009<br />

Foreign currency risk<br />

Exposure to foreign currency risk<br />

The notional amounts of exposure to foreign currency risk were as follows:<br />

USD’000<br />

2009 2008<br />

Tra<strong>de</strong> payables 12,443 8,850<br />

Estimated forecast purchases 98,709 137,879<br />

Gross exposure 111,152 146,729<br />

Forward exchange contracts / Currency option contracts 97,165 134,670<br />

Net exposure 13,987 12,059<br />

The change in fair value of the financial instruments used to hedge currency risk is inclu<strong>de</strong>d in raw materials and<br />

consumables in the income statement.<br />

The following significant exchange rates were applied during the year:<br />

Value of EUR 1<br />

Average Year-end<br />

2009 2008 2009 2008<br />

USD 1.40 1.48 1.44 1.40<br />

GBP 0.89 0.80 0.89 0.95<br />

PLN 4.33 3.52 4.10 4.17<br />

Sensitivity analysis<br />

A 10 percent strengthening of the Euro against the USD at December 31 would have not affected equity and profit<br />

or loss significantly, as the Group hedges USD positions, except for the change in fair value of <strong>de</strong>rivatives which is<br />

recognized in the income statement. This analysis assumes that all other variables, particularly interest rates,<br />

remain constant. The analysis has been performed on the same basis as for 2008.


Interest rate risk<br />

Profile<br />

At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was as follows:<br />

EUR’000<br />

Carrying amount<br />

2009 2008<br />

note<br />

Fixed rate instruments<br />

Non-current investments 4.3 1,320 370<br />

Loans and borrowings 4.10 (372,604) (452,329)<br />

Interest rate swaps floating to fixed 6.2 (16,281) (10,122)<br />

(387,565) (462,081)<br />

Variable rate instruments<br />

Loans and borrowings 4.10 (170,142) (100.105)<br />

(170,142) (100.105)<br />

Sensitivity analysis for fixed rate instruments<br />

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and<br />

the Group does not <strong>de</strong>signate <strong>de</strong>rivatives (interest rate swaps) as hedging instruments un<strong>de</strong>r a fair value hedge<br />

accounting mo<strong>de</strong>l. Therefore a change in interest rates at the reporting date would not have affected profit or loss,<br />

with the exception of the change in fair value of the Interest rate swaps.<br />

Sensitivity analysis for variable rate instruments<br />

A change of 100 basis points in interest rates at the reporting date would have changed equity and profit or loss<br />

by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates,<br />

remain constant. The analysis is performed on the same basis as for 2008.<br />

page _ 102 / 103


Financial review 2009<br />

EUR’000<br />

December 31, 2009<br />

100 basis<br />

points<br />

increase<br />

Profit / (loss) Equity<br />

100 basis<br />

points<br />

<strong>de</strong>crease<br />

100 basis<br />

points<br />

increase<br />

100 basis<br />

points<br />

<strong>de</strong>crease<br />

Variable rate instruments (5,273) 5,273 (5,273) 5,273<br />

Net Interest rate swaps floating to fixed 8 500 (8,500) 8,500 (8,500)<br />

Total 3,227 (3,227) 3,227 (3,227)<br />

Variable rate instruments (5,273) 5,273 (5,273) 5,273<br />

% not hedged by interest rate swaps 32.0% 32.0% 32.0% 32.0%<br />

Cash flow sensitivity (net) (1,687) 1,687 (1,687) 1,687<br />

EUR’000<br />

December 31, 2008<br />

100 basis<br />

points<br />

increase<br />

Profit / (loss) Equity<br />

100 basis<br />

points<br />

<strong>de</strong>crease<br />

100 basis<br />

points<br />

increase<br />

100 basis<br />

points<br />

<strong>de</strong>crease<br />

Variable rate instruments (5,232) 5,232 (5,232) 5,232<br />

Net Interest rate swaps floating to fixed 13,000 (13,000) 13,000 (13,000)<br />

Total 7,768 (7,768) 7,768 (7,768)<br />

Variable rate instruments (5,232) 5,232 (5,232) 5,232<br />

% not hedged by interest rate swaps 17.1% 17.1% 17.1% 17.1%<br />

Cash flow sensitivity (net) (895) 895 (895) 895<br />

Fair values<br />

The fair values of financial assets and liabilities approximate the carrying amounts.


Interest rates used for <strong>de</strong>termining fair value<br />

The interest rates used to discount estimated cash flows, where applicable, are based on the government yield<br />

curve at the reporting date plus an a<strong>de</strong>quate spread and were as follows:<br />

%<br />

2009 2008<br />

Derivatives 2.0% 2.8%<br />

Finance leases 5.0% 5.1%<br />

6.3 Operating leases<br />

Operating lease and rentals as at December 31 are payable as follows:<br />

EUR’000<br />

2009 2008<br />

Less than one year 21,440 10,385<br />

Between one and five years 46,213 29,866<br />

More than five years 4,254 0<br />

71,907 40,251<br />

The Group leases buildings, equipment and cars. During 2009, EUR 20,016,000 was recognized as expense in<br />

the income statement in respect of operating leases and rentals (2008: EUR 16,654,000).<br />

6.4 Purchase and investment commitments<br />

The composition as at December 31 was as follows:<br />

EUR’000<br />

Total<br />

Less than<br />

1 year 1-5 years<br />

More than<br />

5 years Total 2008<br />

Property, plant & equipment or<strong>de</strong>red 7,334 7,334 0 0 8,803<br />

Raw material purchase contracts 146,145 141,979 3,929 237 28,359<br />

153,479 149,313 3,929 237 37.162<br />

page _ 104 / 105


Financial review 2009<br />

6.5 Contingencies<br />

The group companies are jointly and individually liable vis à vis the syndicate of banks. Banks have issued<br />

guarantees to suppliers and customs on behalf of the Group in the aggregate amount of EUR 10,312,000<br />

(2008: EUR 8,854,000).<br />

The Company forms a fiscal unity for income tax purposes with <strong>Refresco</strong> B.V., Menken Drinks B.V., <strong>Refresco</strong> Onroerend<br />

Goed B.V. and Frisdranken Industrie Winters B.V. In accordance with the standard conditions, the Company and the<br />

subsidiaries that are part of the fiscal unity are jointly and individually liable for taxation payable by the fiscal unity.<br />

Some claims have been filed against the Group. Based on legal advice, the directors do not expect that the<br />

outcome of these claims will have a material effect on the financial position of the Group.<br />

6.6 Related parties<br />

Sharehol<strong>de</strong>r structure<br />

The Company’s sharehol<strong>de</strong>rs are Ferskur Holding 2 B.V., Okil Holding B.V., and Go<strong>de</strong>tia II B.V. The ultimate<br />

sharehol<strong>de</strong>rs of the Group are Kaupthing Bank HF, Vifilfell HF and Stodir (previously FL Group) HF.<br />

A minority share is with the management of the Group.<br />

I<strong>de</strong>ntification of related parties<br />

The subsidiaries inclu<strong>de</strong>d in note 3.1 of the company financial statements are consi<strong>de</strong>red to be related parties.<br />

Other i<strong>de</strong>ntified related parties are: Okil Holding B.V., Okil Holding GmbH, <strong>Refresco</strong> KG, Ferskur Holding 1 B.V.,<br />

Ferskur Holding 2 B.V., Kaupthing Bank HF, Vifilfell HF and Stodir (previously FL Group) HF., Go<strong>de</strong>tia II B.V.,<br />

Menken Dairy Foods B.V., and members of management who are sharehol<strong>de</strong>rs of the Group. The transactions with<br />

these related parties relate primarily to the shareholding and <strong>de</strong>bt financing of the Group.<br />

Personnel compensation and transactions with Executive and Supervisory Board Members<br />

Executive Board personnel compensation<br />

In addition to their salaries, the Group also provi<strong>de</strong>s non-cash benefits to members of the Executive Board and<br />

contributes to a post-employment <strong>de</strong>fined benefit plan on their behalf. In accordance with the terms of the plan,<br />

members of the Executive Board retire at age 65.<br />

Compensation of the Executive Board members comprised the following:<br />

EUR’000<br />

2009 2008<br />

Short-term employee benefits 1,779 1,451<br />

Post-employment benefits 203 460<br />

The remuneration of Supervisory Board members was EUR 95,500 (2008: EUR 85,000).<br />

1,982 1,911


Transactions with key management and directors<br />

The Executive Board members of the Group held (either directly or indirectly) 7.6 % of the Company’s ordinary<br />

shares. None of the current members of the Supervisory Board held any shares of the Company.<br />

Other related party transactions<br />

The composition was as follows:<br />

EUR’000<br />

Transaction value<br />

Balance outstanding<br />

December 31<br />

2009 2008 2009 2008<br />

Increase of sharehol<strong>de</strong>rs’ equity<br />

Ferskur Holding 2 B.V. 0 57,043 0 148,644<br />

Divi<strong>de</strong>nds from share premium<br />

Okil Holding B.V. 55 0 0 0<br />

Go<strong>de</strong>tia II B.V. 20 0 0 0<br />

Total 75 0 0 0<br />

Management charges<br />

Ferskur Holding 2 B.V. 863 0 505 0<br />

In 2008, as part of the refinancing of the group, the preference shares held by sharehol<strong>de</strong>rs Okil Holding B.V.<br />

and Go<strong>de</strong>tia II B.V. were converted into ordinary shares, with no impact on total sharehol<strong>de</strong>rs’ equity.<br />

The management charges payable to Ferskur Holding 2 B.V. relate to the years 2006-2009.<br />

Transactions un<strong>de</strong>rlying outstanding balances with these related parties are priced on an arm’s length basis and the<br />

balances are to be settled in cash within six months of the reporting date. None of the balances is secured.<br />

6.7 Group entities<br />

The overview of the entities of the Group is inclu<strong>de</strong>d in note 3.1 to the company financial statements.<br />

6.8 Adoption of IFRS<br />

These are the first consolidated financial statements of the Group prepared in accordance with IFRS.<br />

The accounting policies set out in note 2 have been applied in preparing the financial statements for 2009, the<br />

comparative information presented in these financial statements for 2008 and the IFRS opening balance sheet<br />

as at January 1, 2008, the date of transition.<br />

In preparing its opening IFRS balance sheet, the Group has adjusted amounts reported previously in financial statements<br />

prepared in accordance with its previous basis of accounting (Dutch GAAP). The impact of the transition from<br />

Dutch GAAP to IFRS on the financial position, profit or loss and cash flows is set out in the following tables and the<br />

notes that accompany the tables.<br />

page _ 106 / 107


Financial review 2009<br />

EUR’000<br />

Reconciliation of the balance sheet<br />

ASSETS<br />

note<br />

January 1, 2008 December 31, 2008<br />

Dutch GAAP Impact IFRS Dutch GAAP Impact IFRS<br />

Property, plant and<br />

equipment<br />

a 333,625 (3,746) 329,879 326,133 (3,110) 323,023<br />

Intangible assets b 274,323 0 274,323 257,213 14,556 271,769<br />

Other investments c 3,834 4,081 7,915 370 0 370<br />

Deferred tax assets d 0 12,031 12,031 0 9,387 9,387<br />

Total non-current assets 611,782 12,366 624,148 583,716 20,833 604,549<br />

Inventories e 86,182 (363) 85,819 94,567 (539) 94,028<br />

Other investments,<br />

including <strong>de</strong>rivatives<br />

c 0 533 533 0 6,344 6,344<br />

Current tax assets d 15,310 (15,310) 0 10,210 (9,387) 823<br />

Tra<strong>de</strong> and other<br />

receivables<br />

f 152,552 18,289 170,841 162,305 18,548 180,853<br />

Prepayments for current<br />

assets<br />

f 15,836 (15,836) 0 23,543 (23,543) 0<br />

Cash and cash<br />

equivalents<br />

42,534 0 42,534 44,702 0 44,702<br />

312,414 (12,687) 299,727 335,327 (8,577) 326,750<br />

Assets classified as<br />

held for sale<br />

a 0 437 437 0 1,238 1,238<br />

Total current assets 312,414 (12,250) 300,164 335,327 (7,339) 327,988<br />

Total assets 924,196 116 924,312 919,043 13,494 932,537


EUR’000<br />

EQUITY<br />

note<br />

January 1, 2008 December 31, 2008<br />

Dutch GAAP Impact IFRS Dutch GAAP Impact IFRS<br />

Share capital 3,351 0 3,351 5,437 0 5,437<br />

Share premium 101,649 0 101,649 156,606 0 156,606<br />

Reserves 288 954 1,242 (32,372) 713 (31,659)<br />

Profit / (loss) for the year (26,946) 0 (26,946) (16,323) 2,540 (13,783)<br />

Total equity 78,342 954 79,296 113,348 3,253 116,601<br />

Minority interest 236 0 236 0 0 0<br />

LIABILITIES<br />

Loans and borrowings g 380,917 938 381,855 518,090 6,844 524,934<br />

Derivatives c 0 197 197 0 10,122 10,122<br />

Employee benefits<br />

provision<br />

h 14,605 (2,304) 12,301 15,967 (3,025) 12,942<br />

Other provisions f 962 802 1,764 2,978 (2,266) 712<br />

Deferred tax liabilities d 29,923 (364) 29,559 28,683 (4,175) 24,508<br />

Total non-current<br />

liabilities<br />

426,407 (731) 425,676 565,718 7,500 573,218<br />

Bank overdrafts 32,385 0 32,385 10,858 0 10,858<br />

Loans and borrowings 200,698 0 200,698 16,642 0 16,642<br />

Tra<strong>de</strong> and other payables f 186,128 (107) 186,021 212,477 2,741 215,218<br />

Total current liabilities 419,211 (107) 419,104 239,977 2,741 242,718<br />

Total liabilities 845,618 (838) 844,780 805,695 10,241 815,936<br />

Total equity and<br />

liabilities<br />

924,196 116 924,312 919,043 13,494 932,537<br />

page _ 108 / 109


Financial review 2009<br />

EUR’000<br />

Reconciliation of the income statement 2008<br />

Dutch GAAP Impact IFRS<br />

note<br />

Revenue i 1,246,498 (100,416) 1,146,082<br />

Change in inventories of finished goods j 1,714 (1,714) 0<br />

Raw materials and consumables used e+i (724,473) 26,884 (697,589)<br />

Employee benefits expense h (100,700) 721 (99,979)<br />

Depreciation, amortization and impairment expense a+b (63,694) 16,183 (47,511)<br />

Other operating expenses i (320,295) 76,761 (243,534)<br />

Operating profit 39,050 18,419 57,469<br />

Finance income 2,014 0 2,014<br />

Finance expense c+g (56,472) (19,911) (76,383)<br />

Net finance result (54,458) (19,911) (74,369)<br />

Profit / (loss) before income tax (15,408) (1,492) (16,900)<br />

Income tax (expense) / benefit d (915) 4,032 3,117<br />

Profit / (loss) (16,323) 2,540 (13,783)<br />

Attributable to:<br />

Equity hol<strong>de</strong>rs of the Company (16,323) 2,540 (13,783)<br />

Profit / (loss) (16,323) 2,540 (13,783)<br />

EUR’000<br />

Reconciliation of the statement of comprehensive income 2008<br />

Dutch GAAP Impact IFRS<br />

Foreign currency translation differences for foreign operations (5,714) (241) (5,955)<br />

Other comprehensive income / (loss) (5,714) (241) (5,955)<br />

Profit / (loss) (16,323) 2,540 (13,783)<br />

Total comprehensive income / (loss) (22,037) 2,299 (19,738)


Notes to the reconciliation of balance sheet and the income statement<br />

The main impacts of reporting un<strong>de</strong>r IFRS as adopted by the European Union as compared to reporting un<strong>de</strong>r<br />

Book 2 of the Dutch Civil Co<strong>de</strong> (Dutch GAAP) are:<br />

a) The components method has been used for property, plant and equipment, resulting in a change in<br />

book value and <strong>de</strong>preciation. Furthermore, property, plant and equipment held for sales is classified to<br />

assets classified as held for sale.<br />

b) Annual amortization of goodwill has been reversed un<strong>de</strong>r IFRS and replaced by annual testing for impairment.<br />

c) Interest rate swaps and foreign currency instruments are measured at fair value un<strong>de</strong>r IFRS, rather than<br />

reported off balance as allowed un<strong>de</strong>r Book 2 of the Dutch Civil Co<strong>de</strong>.<br />

d) Deferred tax assets and liabilities are impacted by reclassifications within the balance sheet and by changes<br />

in the profit before tax un<strong>de</strong>r IFRS.<br />

e) Inventories un<strong>de</strong>r IFRS exclu<strong>de</strong> certain cost items, resulting in a lower aggregate valuation.<br />

f) The impact on tra<strong>de</strong> receivables and prepayments, tra<strong>de</strong> and other payables and other provisions relate to<br />

reclassifications within the balance sheet.<br />

g) The costs related to long-term liabilities have been measured using the effective interest method rather than<br />

amortizing these costs on a straight line basis.<br />

h) Most of the unrecognized gains and losses inclu<strong>de</strong>d in employee benefits as at January 1, 2008 have been<br />

inclu<strong>de</strong>d in other reserves (IFRS 1).<br />

i) Revenue is impacted by recognizing sales commissions and rebates as revenue un<strong>de</strong>r IFRS, rather than as<br />

operating expenses as allowed un<strong>de</strong>r Book 2 of the Dutch Civil Co<strong>de</strong> and by changing the method of contract<br />

manufacturing revenue recognition.<br />

j) Change in inventories of finished goods is reclassified to raw materials and consumables used.<br />

There are no significant changes in the cash flow statement as result of the adoption of IFRS.<br />

page _ 110 / 111


Financial review 2009<br />

Company balance sheet<br />

As at December 31<br />

(Before profit appropriation)<br />

EUR’000<br />

ASSETS<br />

note<br />

2009 2008<br />

Non-current assets<br />

Financial fixed assets 3.1 135,308 113,976<br />

Deferred tax assets 1,643 1,643<br />

Total non-current assets 136,951 115,619<br />

Current assets<br />

Receivables from group companies 131,553 130,398<br />

Current tax assets 9,034 8,317<br />

Cash and cash equivalents 5 0<br />

Total current assets 140,592 138,715<br />

Total assets 277,543 254,334<br />

EQUITY & LIABILITIES<br />

Equity<br />

Share capital 5,437 5,437<br />

Share premium 156,531 156,606<br />

Translation reserve (1,980) (3,279)<br />

Other reserves (42,163) (28,380)<br />

Profit / (loss) for the year 7,693 (13,783)<br />

Total equity attributable to equity hol<strong>de</strong>rs of the Company 3.2 125,518 116,601<br />

Non-current liabilities<br />

Total non-current liabilities 3.3 152,000 137,501<br />

Current liabilities<br />

Accounts payable to group companies 0 210<br />

Tra<strong>de</strong> and other payables 25 22<br />

Total current liabilities 25 232<br />

Total equity and liabilities 277,543 254,334


Company income statement 2009<br />

EUR’000<br />

2009 2008<br />

note<br />

Share in results from participating interests, after taxation 3.1 20,033 3,410<br />

Other result after taxation (12,340) (17,193)<br />

Profit / (loss) 7,693 (13,783)<br />

page _ 112 / 113


Financial review 2009<br />

Notes to the company financial statements<br />

1 General<br />

The financial statements of <strong>Refresco</strong> Holding B.V. ‘the Company’ are inclu<strong>de</strong>d in the consolidated financial<br />

statements of the Group.<br />

With reference to the company income statement, use has been ma<strong>de</strong> of the exemption pursuant to Section 402<br />

of Book 2 of the Dutch Civil Co<strong>de</strong>.<br />

2 Significant accounting policies<br />

For the principles for the recognition and measurement of assets and liabilities and for <strong>de</strong>termination of the<br />

result for its company financial statements, the Company makes use of the option provi<strong>de</strong>d in section 2:362 (8) of<br />

the Dutch Civil Co<strong>de</strong>, un<strong>de</strong>r which the principles for the recognition and measurement of assets and liabilities and<br />

for <strong>de</strong>termination of the result of the company financial statements are the same as those applied for the consolidated<br />

financial statements (hereinafter referred to as principles for recognition and measurement). The consolidated<br />

financial statements are prepared according to the standards laid down by the International Accounting Standards<br />

Board and adopted by the European Union. These principles are set out on page 69 to 111.<br />

Participating interests over which significant influence is exercised are carried on the basis of the equity method.<br />

The share in the result of participating interests represents the Company’s share in the result of these participating<br />

interests. To the extent that they are <strong>de</strong>emed to be unrealized, results are not recognized on transactions between<br />

the Company and its participating interests and mutually between participating interests themselves.<br />

3 Notes to the company balance sheet and income sheet<br />

3.1 Financial fixed assets<br />

Financial fixed assets consist of participating interests in group companies. The movements in the participating<br />

interests in group companies were as follows:<br />

EUR’000<br />

2009 2008<br />

January 1 113,976 35,907<br />

Share in result of participating interests 20,033 3,410<br />

Capital increase 0 83,774<br />

Transfer to / (from) group companies 0 (3,343)<br />

Effect of movements in exchange rates 1,299 (5,772)<br />

December 31 135,308 113,976


<strong>Refresco</strong> Holding B.V. owns the following subsidiaries as at December 31:<br />

NAME COMPANY STATUTORY SEAT OWNERSHIP INTEREST<br />

2009 2008<br />

note<br />

<strong>Refresco</strong> B.V. Dordrecht (The Netherlands) 100% 100%<br />

Menken Drinks B.V. Bo<strong>de</strong>graven (The Netherlands) 100% 100%<br />

<strong>Refresco</strong> Onroerend Goed B.V. Amsterdam (The Netherlands) 100% 100%<br />

Frisdranken Industrie Winters B.V. Maarheeze (The Netherlands) 100% 100%<br />

<strong>Refresco</strong> Benelux B.V. Maarheeze (The Netherlands) 100% 100%<br />

Bronwater Import Kantoor Eindhoven B.V. Maarheeze (The Netherlands) 100% 100%<br />

Han<strong>de</strong>lsmaatschappij Winters B.V. Maarheeze (The Netherlands) 100% 100%<br />

Schiffers Food B.V. Hoensbroek (The Netherlands 1) 100% 0%<br />

Sunco N.V. Ninove (Belgium) 100% 100%<br />

Ringsi<strong>de</strong> N.V. Ninove (Belgium) 100% 100%<br />

Sodraco N.V. Ninove (Belgium) 100% 100%<br />

<strong>Refresco</strong> Iberia S.L. Oliva (Spain) 100% 100%<br />

<strong>Refresco</strong> Deutschland GmbH Herrath (Germany) 100% 100%<br />

Krings Fruchtsaft GmbH Herrath (Germany) 100% 100%<br />

Hardthof Fruchtsaft GmbH Burgstetten (Germany) 100% 100%<br />

VIP-Juicemaker Holding O.y. Kuopio (Finland) 100% 100%<br />

VIP-Juicemaker O.y. Kuopio (Finland) 100% 100%<br />

Délifruits S.A.S. Marges (France) 100% 100%<br />

Ferskur France S.A.S. Marges (France) 100% 100%<br />

Eldis S.A.S. Marges (France) 100% 100%<br />

Nuits Saint-Georges Production S.A.S. Marges (France) 100% 100%<br />

Eaux Minérales <strong>de</strong> Saint Alban-les-Eaux S.A. Saint Alban (France) 100% 100%<br />

<strong>Refresco</strong> Holdings GB Ltd. London (United Kingdom) 100% 100%<br />

Histogram Holdings Ltd. Durham (United Kingdom) 100% 100%<br />

<strong>Refresco</strong> Ltd. Durham (United Kingdom) 2) 100% 100%<br />

<strong>Refresco</strong> Poland Sp Z.o.o. Warsaw (Poland) 100% 100%<br />

Kentpol Zywiecki Krysztal p. Z.o.o. Kenty (Poland) 100% 100%<br />

1) See note 6.1 of the notes to the consolidated financial statements.<br />

2) Histogram Ltd has been renamed <strong>Refresco</strong> Ltd.<br />

Furthermore, some legal restructuring was carried out in the United Kingdom, Germany and France.<br />

page _ 114 / 115


Financial review 2009<br />

3.2 Sharehol<strong>de</strong>rs’ equity<br />

Movements in capital and reserves<br />

Equity is analyzed in more <strong>de</strong>tail in the consolidated statement of changes in equity.<br />

At December 31, 2009 the authorized share capital comprised the following:<br />

5,436,153 ordinary shares with a nominal value of EUR 1.00 each and a subscription price of EUR 10.00 each.<br />

107,682 preference shares with a nominal value of EUR 0.01 each and a subscription price of<br />

EUR 1,000.00 each.<br />

All issued shares are fully paid. There were no shares issued during 2009.<br />

The hol<strong>de</strong>rs of ordinary shares are entitled to receive divi<strong>de</strong>nds as <strong>de</strong>clared from time to time. The hol<strong>de</strong>rs of pref-<br />

erence shares have a priority right to a fixed cumulative divi<strong>de</strong>nd of 10% in the event of divi<strong>de</strong>nd distribution plus a<br />

first priority right in the event of winding up. Both the Company and the Sharehol<strong>de</strong>rs, including Preference<br />

Sharehol<strong>de</strong>rs, agreed in an Additional Agreement to the Articles of Association that notwithstanding article 26.1<br />

(Divi<strong>de</strong>nd distribution) of the Articles of Association, distribution of divi<strong>de</strong>nds or other payments on the preference<br />

shares will be subject to the prior approval of the General Meeting of Sharehol<strong>de</strong>rs of the Company. Any such <strong>de</strong>cision<br />

of the General Meeting of Sharehol<strong>de</strong>rs of the Company shall be taken with a 80% majority vote in accordance<br />

with article 12.4 sub (xviii) of the Articles.<br />

All shares rank equally with regard to the Company’s residual assets, except that preference sharehol<strong>de</strong>rs participate<br />

only to the extent of the face value of the shares. Each ordinary share carries the right to one hundred votes<br />

and each preference share carries the right to one vote.<br />

The Company can acquire fully paid-up shares (ordinary as well as preference shares) void the General Meeting of<br />

Sharehol<strong>de</strong>rs has authorized the acquisition with a majority of at least 80% of the votes attached to all shares in<br />

the capital of the company.<br />

Translation reserve<br />

The translation reserve comprises the foreign currency differences arising from the translation of the financial state-<br />

ments of foreign operations as well as from the translation of liabilities hedging the Company’s net investment in a<br />

foreign subsidiary.<br />

Divi<strong>de</strong>nds<br />

In 2009, the Group paid a divi<strong>de</strong>nd of EUR 75,000 from the share premium to Okil Holding B.V. and Go<strong>de</strong>tia II B.V.<br />

As at December 31, 2009, the unpaid cumulative divi<strong>de</strong>nd on the preference shares amounts to EUR 36,617,000<br />

(2008: EUR 23,499,000).


3.3 Non-current liabilities<br />

Subordinated bank loans<br />

The subordinated bank loans consist of a Mezzanine loan and a PIK loan.<br />

The Mezzanine loan (EUR 59,801,705 principal and EUR 6,439,957 accrued interest) is repayable in 2016. The interest<br />

rate on the Mezzanine loan is variable (LIBOR / EURIBOR) and has a cash interest percentage of EURIBOR +4%<br />

per annum plus an additional interest of 5.5% per annum. The Mezzanine loan is subordinated to the other syndicated<br />

facility bank loans dated April 12, 2006. The PIK loan (EUR 65,693,362 principal and EUR 20,064,863 accrued<br />

interest) bears interest at EURIBOR +12%. There is no fixed re<strong>de</strong>mption scheme for the first 10 years. The PIK loan is<br />

subordinated to all the syndicated facility bank loans dated April 12, 2006 and the Mezzanine loan.<br />

EUR’000<br />

Principal amount 125,495<br />

Accrued interest as at December 31, 2008 12,006<br />

Balance as at January 1, 2009 137,501<br />

Accrued interest as at December 31, 2009 14,499<br />

Balance as at December 31, 2009 152,000<br />

Non-current 152,000<br />

Current 0<br />

3.4 Contingencies<br />

The Company has issued a guarantee pursuant to article 403, Book 2 of the Dutch Civil Co<strong>de</strong> in respect of all<br />

subsidiaries in The Netherlands.<br />

The Company forms a fiscal unity for income tax purposes with <strong>Refresco</strong> B.V., Menken Drinks B.V., <strong>Refresco</strong><br />

Onroerend Goed B.V. and Frisdranken Industrie Winters B.V. In accordance with the standard conditions,<br />

the Company and the subsidiaries that are part of the fiscal unity are jointly and individually liable for taxation<br />

payable by the fiscal unity.<br />

Dordrecht, March 17, 2010<br />

Executive Board Supervisory Board<br />

Hans Roelofs – Chief Executive Officer Marc Veen – Chairman<br />

Aart Duijzer – Chief Financial Officer Aalt Dijkhuizen<br />

Thorsteinn Jonsson<br />

Hilmar Thor Kristinsson<br />

Jon Sigurdsson<br />

Adam Shaw<br />

Peter Paul Verhallen<br />

page _ 116 / 117


Financial review 2009<br />

Other information<br />

Provisions in the Articles of Association governing the appropriation of profit<br />

According to article 26 of the Articles of Association, the result for the year is at the free disposal of the General<br />

Meeting of Sharehol<strong>de</strong>rs. Both the Company and the Sharehol<strong>de</strong>rs, including Preference Sharehol<strong>de</strong>rs, agreed in an<br />

Additional Agreement to the Articles of Association that notwithstanding article 26.1 (Divi<strong>de</strong>nd distribution) of the<br />

Articles of Association, distribution of divi<strong>de</strong>nds or other payments on the preference shares will be subject to the<br />

prior approval of the General Meeting of Sharehol<strong>de</strong>rs of the Company. Any such <strong>de</strong>cision of the General Meeting of<br />

Sharehol<strong>de</strong>rs of the Company shall be taken with a 80% majority vote in accordance with article 12.4 sub (xviii) of<br />

the Articles.<br />

Proposal for profit appropriation<br />

The Executive Board proposes to add the net result to the other reserves as retained earnings. This proposal has<br />

not yet been reflected in the financial statements.<br />

Subsequent events<br />

There have been no subsequent events to report.


Auditor’s report<br />

To the General Meeting of Sharehol<strong>de</strong>rs of <strong>Refresco</strong> Holding B.V.<br />

Report on the financial statements<br />

We have audited the accompanying financial statements 2009 of <strong>Refresco</strong> Holding B.V., Dordrecht as set out on<br />

pages 64 to 117, which comprise the consolidated and company balance sheet as at 31 December 2009, the consolidated<br />

and company income statement, the consolidated and company statement of comprehensive income, the<br />

consolidated and company changes in equity and consolidated and company cash flows for the year then en<strong>de</strong>d<br />

and the notes, comprising a summary of significant accounting policies and other explanatory information.<br />

Management’s responsibility<br />

Management of the company is responsible for the preparation and fair presentation of the financial statements in<br />

accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of<br />

Book 2 of the Netherlands Civil Co<strong>de</strong>, and for the preparation of the management board report in accordance with<br />

Part 9 of Book 2 of the Netherlands Civil Co<strong>de</strong>. This responsibility inclu<strong>de</strong>s: <strong>de</strong>signing, implementing and maintaining<br />

internal control relevant to the preparation and fair presentation of the financial statements that are free from<br />

material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and<br />

making accounting estimates that are reasonable in the circumstances.<br />

Auditor’s responsibility<br />

Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit<br />

in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and perform the<br />

audit to obtain reasonable assurance whether the financial statements are free from material misstatement.<br />

An audit involves performing procedures to obtain audit evi<strong>de</strong>nce about the amounts and disclosures in the financial<br />

statements. The procedures selected <strong>de</strong>pend on the auditor’s judgment, including the assessment of the risks<br />

of material misstatement of the financial statements, whether due to fraud or error.<br />

In making those risk assessments, the auditor consi<strong>de</strong>rs internal control relevant to the entity’s preparation and fair<br />

presentation of the financial statements in or<strong>de</strong>r to <strong>de</strong>sign audit procedures that are appropriate in the circumstances,<br />

but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also<br />

inclu<strong>de</strong>s evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates<br />

ma<strong>de</strong> by management, as well as evaluating the overall presentation of the financial statements.<br />

We believe that the audit evi<strong>de</strong>nce we have obtained is sufficient and appropriate to provi<strong>de</strong> a basis for our audit opinion.<br />

Opinion<br />

In our opinion, the financial statements give a true and fair view of the financial position of <strong>Refresco</strong> Holding B.V. as at<br />

31 December 2009, and of its result and its cash flows for the year then en<strong>de</strong>d in accordance with International Financial<br />

Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Co<strong>de</strong>.<br />

Report on other legal and regulatory requirements<br />

Pursuant to the legal requirement un<strong>de</strong>r 2:393 sub 5 part f of the Netherlands Civil Co<strong>de</strong>, we report, to the extent of<br />

our competence, that the management board report is consistent with the financial statements as required by 2:391<br />

sub 4 of the Netherlands Civil Co<strong>de</strong>.<br />

Eindhoven, 17 March 2010<br />

PricewaterhouseCoopers Accountants N.V.<br />

drs. W.C. van Rooij RA<br />

page _ 120 / 121


Ten years <strong>Refresco</strong><br />

EUR ‘000<br />

INCOME STATEMENTS<br />

2009 2008 2007 2006 2005 2004 2003 2002 2001 2000<br />

Revenue 1,139,574 1,146,082 951,613 660,139 606,001 557,626 544,463 450,229 269,540 274,638<br />

Gross margin % 46.1% 39.2% 42.1% 43.4% 46.3% 47.9% 45.2% 42.7% 46.5% 44.0%<br />

EBITDA 119,590 109,793 77,451 63,889 64,112 62,230 49,709 39,333 21,334 21,052<br />

EBITDA % 10.5% 9.6% 8.1% 9.7% 10.6% 11.2% 9.1% 8.7% 7.9% 7.7%<br />

EBITA 67,704 64,859 37,694 38,059 39,329 40,964 29,508 22,069 11,688 11,100<br />

Profit / (loss) after<br />

income tax<br />

BALANCE SHEETS<br />

7,693 (13,783) (26,946) (6,097) 7,897 9,211 10,747 4,892 4,183 1,972<br />

Property, plant and<br />

equipment<br />

328,807 323,023 333,625 226,064 207,481 215,906 179,455 138,521 81,950 83,096<br />

Working capital 89,561 97,045 99,401 81,378 77,786 72,743 72,374 62,037 40,449 40,062<br />

Capital employed<br />

excluding Goodwill<br />

349,944 362,686 377,583 263,369 240,125 229,257 185,111 147,306 84,174 85,855<br />

OTHER INDICATORS<br />

Note: Figures for 2008 have been restated to comply with IFRS. 2000-2007 are reported un<strong>de</strong>r Dutch GAAP<br />

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<br />

Employees in fte’s<br />

(year end)<br />

2,318 2,241 2,267 1,229 1,210 1,127 1,045 964 575 580<br />

Return on capital<br />

employed %<br />

19.8% 18.1% 9.9% 14.4% 16.4% 17.9% 15.9% 15.0% 13.9% 12.9%<br />

Working capital days 28.7 30.9 38.1 45.0 46.9 47.6 48.5 50.3 54.8 53.2<br />

Investments 48,531 36,824 40,131 30,282 18,234 38,052 28,952 21,606 8,527 7,518<br />

Note: Figures for 2008 have been restated to comply with IFRS. 2000-2007 are reported un<strong>de</strong>r Dutch GAAP<br />

page _ 122 / 123


Contact<br />

REFRESCO HOLDING B.V.<br />

www.refresco.com<br />

Stationsweg 4<br />

P.O. Box 240<br />

3300 AE Dordrecht<br />

The Netherlands<br />

T +31 78 632 1313<br />

F +31 78 632 1311<br />

info@refresco.com<br />

REFRESCO BENELUX<br />

www.refresco.nl<br />

www.refresco.be<br />

<strong>Refresco</strong> Benelux B.V.<br />

Oranje Nassaulaan 44<br />

NL-6026 BX Maarheeze<br />

The Netherlands<br />

T +31 495 596 111<br />

F +31 495 593 637<br />

info@refresco.nl<br />

info@refresco.be<br />

REFRESCO GERMANY<br />

www.refresco.<strong>de</strong><br />

<strong>Refresco</strong> Deutschland GmbH<br />

Speicker Straße 2-8 (2nd floor)<br />

P.O. Box 41061 Mönchengladbach<br />

Germany<br />

T +49 2 161 2941 0<br />

F +49 2 161 2941 300<br />

info@refresco.<strong>de</strong><br />

REFRESCO FRANCE<br />

www.refresco.fr<br />

P/A Délifruits S.A.S.<br />

B.P. 13, Margès<br />

F-26260 Saint Donat sur<br />

l’Herbasse<br />

France<br />

T +33 475 45 4444<br />

F +33 475 45 4445<br />

info@refresco.fr<br />

REFRESCO IBERIA<br />

www.refrescoiberia.com<br />

<strong>Refresco</strong> Iberia S.L.<br />

Ctra. N-332, Km 206, 9<br />

E-46780 Oliva (Valencia)<br />

Spain<br />

T +34 96 285 0200<br />

F +34 96 285 0208<br />

info@refrescoiberia.com<br />

REFRESCO SCANDINAVIA<br />

www.vip-juicemaker.fi<br />

P/A Vip-juicemaker Oy<br />

Kellolah<strong>de</strong>ntie 20<br />

FI-70460 Kuopio<br />

Finland<br />

T +358 17 5858190<br />

F +358 17 5800597<br />

juicemaker@vip-juicemaker.fi<br />

REFRESCO POLAND<br />

www.kentpol.pl<br />

P/A Kentpol-Zywiecki Kryszta<br />

Sp.zo.o.<br />

ul. Fabryczna 8<br />

32-650 Kêty<br />

Poland<br />

T +48 33 845 11 56<br />

F +48 33 845 39 06<br />

sekretariat@refrescopolska.pl<br />

REFRESCO UK<br />

<strong>Refresco</strong> Ltd<br />

Belmont Industrial Estate<br />

DH1 1ST Durham<br />

United Kingdom<br />

T +44 191 386 7111<br />

F +44 191 386 3481<br />

info@refresco.co.uk


Colophon<br />

This Annual Report is a publication of:<br />

<strong>Refresco</strong> Holding B.V.<br />

www.refresco.com<br />

Design and realization:<br />

Buffel! Reclame<br />

Dordrecht, The Netherlands<br />

Text:<br />

<strong>Refresco</strong> Holding B.V.<br />

Photography:<br />

Richard Sinon<br />

Print:<br />

AlbeDeCoker<br />

Antwerp, Belgium

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