Annual report 2009

Transcription

Annual report 2009

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MIKO ENG
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CONSOLIDATED
KEY FIGURES
IFRS KEY FINANCIAL DATA MIKO GROUP
a) KEUR
31.12.2009
Turnover
31.12.2008
Variation
2009/2008
111.160
113.328
- 1,91 %
EBIT
11.252
6.831
64,73 %
Current cash-flow
17.835
13.478
32,32 %
7.929
4.389
80,66 %
Profit attributable to the Mikoshareholders
b) Per share (in EUR)
31.12.2009
31.12.2008
Variation
2009/2008
Ordinary profit per share (*)
6,39
3,54
80,52 %
Diluted profit per share (*)
6,40
3,54
80,79 %
(*) For the calculation we refer to note 9.14
2. IFRS KEY FINANCIAL DATA PER SEGMENT
a) COFFEE (KEUR)
Turnover
EBIT
b) PLASTICS (KEUR)
Turnover
EBIT
31.12.2009
31.12.2008
Variation
2009/2008
55.941
56.008
- 0,12 %
4.067
3.692
10,16 %
31.12.2009
31.12.2008
Variation
2009/2008
57.102
59.371
- 3,82 %
7.290
3.294
121,33 %
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CONSOLIDATED
KEY FIGURES
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CONSOLIDATED
KEY FIGURES
FOREWORD FROM THE MANAGING DIRECTORS
2009 was an exceptional year. Although our expectations were very uncertain due to the
worldwide economic situation, our results were very good with an ebit and an ebitda which
respectively increased by 64,73 % and 26,50 % compared to 2008.
Admittedly, the sharp drop in raw material prices has given this result a substantial boost
with the world market prices for oil, the basic raw material for our plastic processing
division, falling significantly. However, these were not the only factors underlying our good
results.
Low consumer confidence in 2009 resulted in the average European coffee consumption
in the hotel, restaurant and catering sector falling by more than 4 %. In spite of this, the
turnover in the coffee services sector largely maintained a status quo with the ebit and the
ebitda respectively growing by 10,16 % and 7,06 %. This substantial growth mainly came
from France, where several major contracts were landed and also from England, where an
important reorganisation was carried out.
We also had nothing to complain
about in Belgium and in The
Netherlands where turnover was
well sustained due to continuous
prospecting for new customers.
This prospecting was helped by
our sustainable coffee brand,
Puro.
Landal GreenParks, the largest
green park consortium in The
Netherlands opted for Puro, as
did “The Royal Parks”, who run a
chain of twenty “kiosks” in the large London parks such as Hyde Park. Closer to home, the
local authority personnel in Turnhout are now able to enjoy their daily cup of Puro. These are
but a few examples.
Puro is a sustainable coffee brand which was recently crowned with the “Be fair award” for
the best new Fairtrade brand. We were very proud to be able to receive this award from
Minister for Development Cooperation, Charles Michel. Puro is a Fairtrade coffee brand
from which 2 % of the turnover is used to purchase rainforest in Ecuador via the English World
Land Trust whose honorary president is the well-known natural history film-maker, Sir David
Attenborough.
The plastic processing division
achieved a very good set of
results in 2009 with turnover, ebit
and ebitda respectively evolving
by -3,82 %, 121,33 % and 41,05 %.
The fact that the turnover
decreased in Euros is due to the
lower oil prices which meant
that customers ended up paying
less for the final product.
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CONSOLIDATED
KEY FIGURES
Several large and very complex
projects in the margarine sector (which
were started in 2008), reached their
desired levels of productivity in 2009.
The incredibly critical production times
that are essential for manufacturing
large volumes competitively were also
achieved. Our substantial know-how
combined with striving for optimisation
on a daily basis lie at the basis of these
achievements.
The decision was recently taken to streamline the name of our plastics activities, renaming
it “MIKO PAC – Thinking outside the box”. This change of name aims to signify a direct link
with the Miko parent company, a link which our previous name did not make. “Thinking
outside the box” represents our vision for being creative and progressive.
We look forward to 2010 with a certain degree of uncertainty. There are rumblings in both
the raw material and the exchange markets, which means that we are not able to
comment in terms of concrete prospects. The stock market is also not stable. However,
despite all this volatility we were able to round off 2009 with a share price of 43,70 Euros,
which was 6 Euros more than the previous year. In the meantime (in the middle of March),
the Miko share price has risen above 48 Euros.
We would like to take this opportunity to thank you and all our personnel for all your efforts.
Your help is essential in these difficult economic times. Thank you.
Frans Van Tilborg
managing director
4
Frans Michielsen
managing director
chairman
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ACTIVITY REPORTS
ACTIVITY REPORTS
1. PROFILE AND ORGANISATIONAL STRUCTURE OF THE MIKO GROUP
The Miko group has been listed on the Eurolist
by Euronext Brussels stock market since 1998,
achieving a turnover of over 111 million Euros
in 2009 with 631 employees.
EVOLUTION NUMBER OF EMPLOYEES
The group concentrates on two core
642
631
574
activities: coffee service and plastic
540
537
503
packaging. Throughout its history, Miko has
evolved from the favoured coffee supplier of
local shops and grocery stores to the first
2004
2005
2006
2007
2008
2009
major specialist in coffee in the out-of-home
market. Miko decided to concentrate on this market in the 1970s, rather than investing in
large-scale advertising campaigns only to end up fighting against multinational players
who dominate the supermarket coffee shelves.
coffee service
coffee service & plastic packaging
B
coffee service
NL
F
UK
D
PL
CZ
SK
AUS
Miko NV
Miko Coffee Service NV
Miko Koffie Service BV
Miko Café Service SA
Miko Coffee Ltd
Miko Coffee South West Ltd
Miko Coffee North West Ltd
Cornish Coffee Ltd
Leo Coffee GmbH.
Miko Kawa Sp. z o.o.
Miko Kava s.r.o.
Miko Kava s.r.o.
Beverage Marketing Australia Ltd
plastic packaging
B
D
PL
MPC-DG Plastics NV
Mepaco NV
Grispa NV
MPC-HORDIJK Verpackungen GmbH.
MPC-MCO Sp. z o.o.
Australia
This out-of-home market consists of three sectors: the hotel, restaurant and catering market,
the office market and the company market. Miko supplies integrated solutions for warm
and cold drinks. A professional coffee machine is made available to customers and well
organised telemarketing enables Miko to provide the necessary technical and logistical
support. In exchange, customers purchase a minimum amount of coffee.
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ACTIVITY REPORTS
This is a successful formula and Miko has good reason to say that it does not sell kilograms
of coffee, but cups of coffee. The formula was quickly exported to other countries and Miko
now has its own sales branches in the UK, France, The Netherlands, Germany, Poland, The
Czech Republic, Slovakia and Australia
Furthermore, Miko sells its coffee concepts via independent distributors in countries such as
Ireland, Finland, Hungary, Romania, Bulgaria, Slovenia, Estonia, Greece, Turkey, Canada,
South Africa, Suriname and the Netherlands Antilles.
Miko launched the one-cup coffee filter at the 1958 Brussels World’s Fair. The filter pots,
which were made of plastic, had to be able to withstand the temperature of boiling
water with which coffee is made. As the technology for making the filter pot did not yet
exist at that time, Miko developed it itself, opting to use polypropylene. This paved the
way for the plastics activities growing into an independent core activity within the Miko
group.
The share of the plastics division in the
group’s turnover surpassed that of coffee
for the first time in 2008. MPC-DG Plastics,
the plastic wing of the Miko group, mainly
uses two types of technology.
In the ultra modern injection mould
department, plastic beads are melted and
injected under high pressure into moulds.
MPC-DG Plastics developed “in mould
labelling” technology (IML) to produce
neatly labelled packaging. A robot lays a
plastic label in the mould, around which
the plastic is then injected. This leads to a
high quality final product that is fully
recyclable.
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COMPOSITION TURNOVER
Plastics
50,20 %
Coffee
49,80%
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The continual growth of MPC-DG Plastics led to additional capacity becoming essential. As
Central and Eastern Europe were becoming increasingly more important markets, MPC-DG
Plastics decided to expand its production in the East. This occurred through the takeover of
MCO in Poland, which now has a modern injection mould plant that continues to grow and
expand, just like its Belgian counterpart.
The second technology that MPC-DG Plastics possesses is thermoforming. This involves
plastic beads first being extruded into a film after which the film is heated in a mould and
pressed into a definitive shape. All the scraps of film are reprocessed during production,
making the whole process waste-free.
This process is mainly used to produce boxes and trays for ready meals, a market which is
continually growing in these times of one-person families and households where both
partners work. As this type of packaging is very successful in Germany, a subsidiary
company was founded to take care of sales in the enormous German market.
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THE NEW GROUP STRUCTURE
COFFEE
100 % (*)
Miko Koffie NV
Belgium
100 % (*)
Belgium
99,96 %
France
100 %
The Netherlands
100 %
United Kingdom
(*)
8
100 %
Miko Coffee Ltd
United Kingdom
89 %
United Kingdom
Wherever relevant legislation requires more than 1 shareholder,
1 share has been transferred to the family holding MIKO Holding NV,
thus functioning as second shareholder of the company.
100 %
Miko Kava s.r.o.
Czech Republic
100 %
Cornish Coffee Co Ltd
United Kingdom
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ACTIVITY REPORTS
Miko NV
Belgium
PACKAGING
100 % (*)
MPC-DG Plastics NV
Belgium
75 %
Miko Kava s.r.o.
Slovakia
49 %
Miko Leo Coffee GmbH.
Germany
51 %
Beverage Marketing Ltd
Australia
100 % (*)
70 %
100 %
100 % (*)
Mepaco NV
Belgium
MPC-HORDIJK GmbH.
Germany
MPC-MCO Sp. z o.o.
Poland
Grispa NV
Belgium
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ACTIVITY REPORTS
2. EVALUATION OF THE COFFEE SERVICE DIVISION
The turnover for the coffee service division amounted to approximately 56 million Euros in
2009. This has resulted in a status quo being maintained when compared to last year,
despite the severe worldwide economic crisis.
2.1. Investments
The total of all investments in the coffee service division came to 2,9 million Euros in 2009.
Just like every year, this amount was mainly used to purchase coffee machines that were
subsequently rented out or loaned to our customers.
2.2. Important events in 2009
Following a year during which various takeovers took place and new projects were started
up, the coffee service division concentrated on the integration and further expansion of its
activities in 2009.
2.2.1. Successful implementation of GrandMilano
The “GrandMilano” coffee concept
which was launched in 2008 and is
aimed at the top segment of the
hotel, restaurant and catering
market was further implemented
with success in 2009. This concept is
based on an innovative loan
concept with a credit system. A
specific range of chinaware was
also created.
2.2.2. Further expansion of Puro
Our sustainable coffee brand, Puro, continues to grow year on year. The turnover for Puro
coffee increased by 23 % compared to 2008.
This pleasing growth was achieved through the further
expansion of the global, international market
approach with the Puro concept, which is aimed at
specific target groups such as companies, the hotel,
restaurant and catering sector, local authorities and
schools.
Miko was able to attract a number of notable new
customers in both Belgium and overseas, including
the city of Turnhout, Geel social service department,
Kalmthout arboretum, Flemish Prime Minister, Kris Peeters’ cabinet, Landal GreenParks (The
Netherlands) and Orlen fuel stations (Poland).
New steps were also taken in the area of e-commerce.
A collaboration was started with a web shop in England for the
sale of Puro coffee to members of the public and Puro was also
taken up by several Fairtrade websites.
Our own Puro website was also given a complete overhaul.
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ACTIVITY REPORTS
Miko Coffee Service still has a long term
ambition to also ensure that Puro has a strong
presence in the hotel, restaurant and catering
sector. Miko was present at Horeca Expo in
Ghent with a very eye-catching Puro stand.
The Puro range was expanded this year with
Puro Vending Chocolate, Puro Fairtrade
Chocolate, Puro Espresso Pods, Puro Instant
Coffee sticks and Puro Ripple Cups.
Be fair award “Best New Fairtrade Brand”
Puro's success was crowned on 6th October 2009 when Miko was
presented with the Be Fair Award for “Best new Fairtrade Brand”
by Minister for Development Cooperation, Charles Michel.
The jury praised Puro’s innovative character. Infact, Miko was the
first coffee retailer to develop a product range consisting of 100 %
Fairtrade coffee and tea.
The jury also emphasised the fact that Fairtrade and sustainable
trading go hand in hand with Puro because 2 % of Puro’s turnover
is donated to Sir David Attenborough’s World Land Trust to protect
rainforest in South America.
Being awarded this prize is a pleasing testament to our efforts in this area and it also led to
a lot of positive press coverage.
Miko also invested heavily in sponsoring and supporting several
local and regional projects in order to increase the brand’s
recognition (e.g. the Open Doek Film Festival in Turnhout, Trading
Minds, Nature For Life, VKW Kempen Nocturne, etc).
Miko was also an active participant in various Max Havelaar
projects (e.g. Fairtrade week, Fairtrade@work, etc.) and also
attended the Fairtrade fair in Sint-Truiden.
In order to increase coffee quality, Miko also invested in some
depulping installations in Democratic Republic of the Congo. This was done in collaboration
with CDI Bwamanda.
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ACTIVITY REPORTS
2.2.3. Integration of branches in the United Kingdom
The integration of the various UK branches was continued. Miko Coffee North West Ltd, Miko
Northern Ltd and Café Sienna Ltd merged becoming one company, after which a
seasoned equity offering was also carried out.
The UK branches switched over to the SAP system which is used within the Miko group. Four
different software systems had been in use up to that time.
These measures provide in term operational synergies and cost savings, particularly on
logistical and administrative levels.
2.3. National development
2.3.1. Belgium
2.3.1.1. Office Coffee Service (OCS)
For logistical reasons, the commercial centre was moved from Zaventem to Mechelen. The
new premises located in Mechelen’s Northern Industrial Zone meet the logistical and
functional requirements much better. At the same time, the registered office was moved
from Zaventem to Turnhout.
The economic crisis definitely had a negative effect on the
development of turnover within the OCS sector as companies went out
of business or had less personnel. Nevertheless, MCS still managed to
bring in a number of new interesting customers. Due to these extra
efforts, the turnover within this division practically remained at a level of
status quo compared to 2008.
The range of healthy products and soft drinks was significantly
expanded, with the aim of establishing better market penetration in
schools and companies.
The telesales team was professionalised further with the aim of
generating larger orders and reducing the frequency of deliveries to
customers. A Global Routing System was also implemented to optimise
the logistics service.
Creative new commercial concepts were developed, based on the combination of
renting equipment and purchasing coffee.
Finally, a number of cooperation agreements were sealed for the catering and full service
divisions.
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2.3.1.2. Horeca (Hotel, Restaurant and Catering)
Miko was able to achieve growth in the horeca sector, despite the blows that the horeca
sector has had to deal with as a result of the economic crisis.
This result is partly due to the successful implementation
of the “GrandMilano” coffee concept, around which a
specific image campaign was run.
The risk of insolvent customers is traditionally high in the
horeca sector. The introduction of a systematic
screening procedure enables the risks to be anticipated
much better.
Specific sales campaigns were undertaken to release
the relatively high stock of second hand machines into the market. By the end of 2009, this
stock had just about been completely released into the market. The range of espresso
machines continued to be made more uniform to meet market demands and to help stock
monitoring.
Of course, Miko was also present at
the most important national and
regional horeca fairs such as
Horeca Expo in Ghent (where the
new Bruynooghe packaging was
revealed), Horecatel in Marche-enFamenne, Horeca Boulevard in
Ostend and the National Congress
of Beer traders.
The
brand’s
appeal
was
strengthened through a number of notable new customers. Several important events were
also sponsored including Winterland Hasselt, the Christmas market in Ghent, the Ice
sculpture festival in Bruges and the Superprestige Cyclo-cross in Diegem, etc.
2.3.2. United Kingdom
Miko is present in the UK with a head office in Surrey, to the south west of London, three
larger regional branches and five smaller depots. In the UK, Miko has one of the most
extensive networks in the British coffee market.
This enables it to pursue its medium and long term objectives of increasing its market share
of the dynamic British coffee market and also profiling itself as a “one-stop-shop” coffee
service specialist for the “out-of-home” market with national brand recognition and strong
local grounding.
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Miko Coffee Ltd
Cornish Coffee Ltd
In order to combat the weak Pound and the
worsening economic crisis, Miko UK took
precautions in the second half of 2008 by
reducing costs, postponing non-essential
expenses and carrying out a restructuring
plan which led to improved efficiency.
The overhead costs were reduced in all
branches and productivity was increased
through extending the weekly hours of
employment.
Customers
were
also
transferred between the various regional
branches in order to make savings on logistics
and service.
By integrating the four existing branches in the
north of England into two branches, which
saved costs and increased efficiency, Miko UK
secured its position as one of the strongest
coffee service companies in the region.
In November 2009, all the northern branches swapped to SAP, the IT system that is used in
all Miko branches. This demanded a huge amount of effort within a short space of time, but
it will definitely pay off in term.
Despite the economic conditions, which led to a decrease in coffee consumption per
consumer, Miko UK succeeded in increasing both sales and margins.
These results were achieved due to a combination of new customers, through expanding
the product range for existing customers and also by maintaining a strong focus on
retaining existing customers.
Several notable successes were achieved in landing new contracts with prestigious
customers such as The Royal Parks in London (which includes Hyde Park and St. James’s
Park), Virgin Active Health Clubs in London, Hard Rock Café in the entire country, several
new Colleges within the University of Cambridge and also the British Museum.
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Several new products were also introduced, including a range of sugar sachets for
hotels.
Puro Bedroom Sachets
Decaff
Puro Bedroom Sachets
Colombian
Puro Flatsticks
Brown
Many new customers choose Puro coffee as the trend for ethical awareness and Fairtrade
in the coffee industry is becoming increasingly more important.
2.3.3. France
Sales in France are organised via partnerships with various networks of specialised
distributors.
Due to changes in the Galland law, a switch was made from return premiums at the end of
each year to net prices, which lowered the turnover. Nevertheless, an increase in turnover
was achieved.
In order to showcase products, sales partner employees presented one or more products
from the range to their contacts every month.
A new contract formula (coffee, machine and service) was tested
and received very positively by catering companies, which will lead
to the expansion of this new formula
to other players in the “out-of-home”
market.
Miko’s presence in the bakery and
patisserie market increased due to a
new collaboration with distributors.
New fully automatic espresso
machines have been released on to the market in the region
surrounding Paris since the end of 2009. Miko France is now in
a position within this sector to capitalise on the coffee needs of both the horeca companies
as well as businesses.
2.3.4. Germany
The path paved by Miko Leo with distribution via specialised coffee
wholesalers was continued in 2009.
This resulted in a growth of the coffee volume.
Despite operating in a market where the price pressure is very high and
the margins are therefore small, a major improvement in profitability was
achieved. The operational loss has been reduced and there is hope of
running at break-even in 2010.
The conversion of the Leo brand to Miko was completed in 2009.
Amongst others, the University of Rostock stepped over to Miko coffee.
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2.3.5. The Netherlands
A major distribution contract was landed with Ten Haef – GEHO at
the end of 2009. Landal GreenParks, a large chain of recreational
parks, also switched over to Puro coffee.
Koen Van Zon took
office as the new
director of Miko Koffie
Service Netherlands on
1st December 2009.
He succeeds Marcel
Lammerée, the company’s founder, who
will be focusing on
other projects within
the Miko group.
2.3.6. Poland
In Poland, the current contract with the largest chain of fuel stations was extended by two
years, representing 100 tons of coffee a year.
In addition to the existing collaboration with “Beyond the Bean”, a new collaboration was
established with the “Island Rose” tea company.
2.3.7. The Czech Republic and Slovakia
The economic crisis hit hard in both the Czech Republic and Slovakia in 2009. Both countries
saw fewer orders from companies and the horeca sector, which are our traditional markets.
Tourism also received a real blow.
2.3.8. Australia
Miko Coffee Australia, the first coffee
service branch outside Europe, was able
to achieve pleasing growth in 2009. The
focus was placed on espresso concepts
for the horeca sector. The office and the
warehouse are both located on Sunshine
Coast, with Brisbane as its closest major
city. Due to the fact that it took a two-hour
journey to offer service in Brisbane, a test
was done in 2009 with the opening of a
small logistical unit in Brisbane. This will be
evaluated further in 2010.
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2.3.9. Export
The export division managed to gain access to three new export countries with the Puro
concept.
Puro coffee has been a major success in Ireland. Our customers include the prestigious
Galway University.
Miko has made its first entry into Finland. This new market is also due to Puro.
A good start has been made in Estonia in collaboration with two new distributors, again with
Puro.
3. EVALUATION OF THE PLASTIC PROCESSING DIVISION
3.1.
Investments in 2009 amounted to more than 2,8 million Euros.
3.2. Important developments in 2009
3.2.1. General evolution of activities
Established in 1974, the plastics division evolved in 2009 to representing 50 % of the Miko
group’s turnover figure, mainly due to large projects being landed for several international
players.
The four companies (MPC-DG Plastics, Mepaco, MPC-HORDIJK (Germany) and MPC-MCO
(Poland)) together experienced a healthy evolution in their results. 75 % of the total turnover
for MPC-DG Plastics comes from export activities, which gives MPC-DG Plastics a very
international image in its domain, namely producing high quality packaging for food
manufacturers. The determination that MPC-DG Plastics has for achieving its growth figures
compelled it to go in search of new additional markets, which it did with much success.
The sudden drop in raw material prices was passed on to the customers, which had a
subsequent effect on the turnover figure. However, production in Belgium increased from
412 million units to 489 million units, representing an increase of 18,69 %.
The fact that such numbers need to be produced prompted the plastic division to invest
further in the expansion of its quality system, not only through additional personnel, but also
in investing in camera surveillance of manufactured products. After all, the human eye is
not able to keep up with the speed at which the products come out of the moulds. This
enables MPC-DG Plastics to guarantee the perfect quality of 175.000 packaging units a
day.
A clear evolution can be observed in the investment in machinery. The machinery that is
currently being purchased is twice as powerful as that of five years ago, which significantly
increases productivity.
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By improving the moulds and robotic construction, there is also a clear evolution in the
direction of multiple moulds. Today, MPC-DG Plastics is able to make an in-mould-labelling
tray in five seconds using a twelvefold mould.
Customers are becoming increasingly more demanding and tolerances are becoming
smaller. The traceability of all packaging components also has to be guaranteed.
Packaging has to meet all the differing legislation in the various countries to which our
products are exported. A high level of flexibility is also essential in order to meet just in time
deliveries on a daily basis.
The quality audits carried out by our customers showed very favourable results in 2009.
3.2.2. New name, logo and slogan
As the name MPC-DG Plastics did not roll off the tongue that easily for
our international customers, and almost nobody knew what the letters
stood for (“Miko Plastic Center and De Geest Plastics“), a new name
was sought that would give a much clearer indication of what the
company stands for.
After much consideration, the decision was taken to adopt MIKO PAC
along with the slogan “Thinking outside the box”. This slogan mainly
emphasises the creativity of new packaging. The new name will also
make it clearer to the outside world that the Miko group focuses on two
areas: coffee service and plastic packaging.
3.3. Belgium
3.3.1. Plans for a new logistics centre
In order to guarantee optimal delivery for
our customers, the decision was taken in
2008 to build a new logistics centre.
Customers only want to pay for a minimal
level of stock. In order to be able to make
use of the new building as soon as possible,
the complete design for this logistics centre
has already been made, together with the
architects, to ensure that no time is lost
when all the administrative formalities have
been completed.
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The capacity of the new warehouse will amount to 12.000 pallet spaces in the initial phase,
which will create more space in the present buildings to convert the existing warehouse
space to production space. Sufficient space will also be provided to meet the need for
additional offices.
Each new project within the plastic division always requires an investment in machinery,
robots and moulds; production space is therefore an essential element in the further
expansion of MPC-DG Plastics’ activities.
3.3.2. Thermoforming
The thermoforming division made a clear evolution towards increased and more
environmentally friendly production. The objective is to use as little plastic as possible as a
raw material and still be able to produce a very effective product.
MPC-DG Plastics managed to achieve this objective through investing in new moulds with
a profile design that enables a considerably lighter product to be brought onto the market
which still completely meets the customer’s compression and stability requirements. This
provides a material saving of 20 %.
The trial of compostable raw materials was continued in order to be ready as soon as
customers actually wish to use such a product.
Investment was made in a co-extrusion unit, which benefited both the quality as well as the
quantity of the output.
The thermoforming of products is a two-stage process whereby a film is first extruded to the
required film thickness and then “stretched into” thermoform machines.
The quantities produced increased significantly due to a contract being landed with a
Swedish company, enabling MPC-DG Plastics to offer a totally new range of trays for ready
meals. A project was also carried out for with a German restaurant chain involving take-out
packaging for culinary meals that can be prepared at home by heating them up in the
microwave.
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3.3.3. Injection moulding
The growth in figures in the injection moulding division is largely due to the further expansion
of previously developed markets for margarine and “health care” products.
The first step for the margarine market involved the production of a 2 kg packaging for the
British market, followed by a 1 kg packaging for the Belgian market, then the 250 g
packaging for the German market and now the 500 g packaging for the Dutch market.
A contract was landed to produce more than 100 million products over several years.
Success was also achieved in the “health care” market with the
expansion of boxes for the “bubble” washing products. We
capitalised on the trend for using pre-dosed washing products
instead of bottles with dosage caps.
It is also very noticeable that MPC-DG Plastics is increasingly being
consulted to make price quotes for these products. It is expected that this will pay off in the
future.
The fact that the growth of the plastics division is seen as a given is a reflection of the
constant drive to be of full service to customers and to maintain a very high level of quality.
Because of the fact that the plastics division is able to offer customers various production
locations, it has become very appealing, particularly as transport is such an important
factor when it comes to cost.
3.3.4. Grispa
Located in Houthalen, Grispa was taken over in 2008 and has evolved
from a heavy loss-making company into a profitable business.
The management was charged with getting this company out of the
red within two years by cutting out non-profitable production,
optimising the production machinery and ensuring that labour was put
to optimal use.
Like MPC-DG Plastics in Turnhout, Grispa is a company that specialises in the injection
moulding of packaging. Grispa places more emphasis on producing smaller series in order
to respond more flexibly to market demands, and the freed up production capacity is put
to full use producing additional orders.
Turnover has actually fallen, but the production that has remained gave a better return.
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3.4. Germany
The turnover for MPC-HORDIJK decreased slightly compared to 2008.
The largest customers felt the effects of the economic crisis which led to decreased
turnover.
Furthermore, MPC-HORDIJK was faced with an aggressive price attack from a German
competitor.
MPC-HORDIJK had its own stand at the Freshconex fair in Berlin. This attracted a number of
new customers.
3.5. Poland
MPC-MCO achieved a very strong set of results in 2009. Turnover increased by more than
50 %. This increase arose in both the local market (Poland) as well as in the export market.
The growth in the local market can be partly attributed to the start up of a margarine tub
project for the Polish market.
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The growth in the export market was achieved through focussing on the production of ice
cream packaging for Germany.
Despite this strong growth, the fixed costs were able to be held at a steady level, which
obviously helped the results. Profitability also increased through investing in further
automation. The EBITDA increased by a staggering 57,5 %.
In order to increase profitability further, a new package of replacement investments was
approved in 2009.
MPC-MCO was also able to achieve a first in Poland this year in being the first packaging
manufacturer to join the Sedex (Supplier-Ethical Data Exchange) platform. Following a
positive audit, the company was certified as a partner who places much importance on
the ethical organisation of the supply chain. MPC-MCO and its international trading
partners place much importance on this.
4. HUMAN RESOURCES
4.1. The Winning Team
The Miko group also decided to invest further in future growth during times of economic
crisis by working on strengthening the management team of the growing plastics division
(MPC-DG Plastics).
In doing so, we asked ourselves the question of How do we tackle the future as a
management team?
A number of objectives were formulated which we wanted to see being refined and
examined in greater detail in order to strive for more effectiveness as a management team.
“Nature Linked Management Training” was used to refine and examine the objectives in
greater detail. After all, we believe in the old Chinese proverb:
“Tell me and I will forget.
Show me and I may remember.
Involve me and I will understand.”
The preparation for this effectiveness training involved each member of management
taking part in a discussion with a senior trainer in order to establish a broad picture of how
the management team was functioning, the mutual expectations of the training course
and the mindset of each manager at the start of the training trajectory.
This was then used to map out a customised
training course with a well-considered choice of
theoretical
backbones
that
seamlessly
integrated with the needs and the culture of
MPC-DG Plastics and the Miko group’s values:
“PLEZIER” (“PLEASURE”) – Positivism, Listening,
Enthusiasm, Security (Zekerheid), Initiative,
Engagement and Respect.
During the workshop, nature was used as a safe
learning environment within which participants
were confronted by their own true nature, their
behaviour and their thought patterns. The
feedback sessions that were provided after each
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workshop enabled the managers to gain an insight into their behaviour, style of
communication and leadership style on both an individual level and on a team level.
The trainers consistently drew parallels with day-to-day company life.
The focus was placed in drawing up an individual and a collective action plan at the end
of the training course. The managers were given the tools in order to keep the action plan
alive in the future.
This effectiveness training course provided the impetus for further development towards
building a “winning team” that is primed to provide MPC-DG Plastics and its employees with
good prospects for the future. Each member of management took on the responsibility of
developing a continuous process of learning and improvement.
4.2. Training for after-sales employees
Miko Coffee Service is a service organisation that serves its customers. We differ from our
competitors in that we stick to the saying “The customer is always right” every single day.
This is not always an easy thing to do. Reacting appropriately in all circumstances is easier
said than done, as “What exactly is reacting appropriately?” and “How should I behave?”.
Everyone has a different answer to such questions.
It was decided in 2009 to invest in professional support, under the slogan How to deal with
internal / external customer contacts in an effective & positive way.
A practically applicable and customised training programme was developed through an
internal survey of the after-sales employees which focussed on concrete customer
experiences, desires and priorities.
The “Effective and positive communication during difficult discussions” course focused on
customer-oriented and result-oriented communication.
Each of the participants has become much more aware of the importance and the impact
of the form of communication: how someone says something is far more important than
what someone says. The participants managed to apply specific communication
techniques in customer communication, realising that when involvement and emotions
increase, they have to remain sufficiently alert to ensure that they do not fall into the pitfalls
of frustration and self-interest.
This training course was organised in March 2009 with an on-the-job follow-up in the aftersales meetings.
Other important training courses in which Miko invested in 2009 include: putting out fires with
small fire extinguishers, First Aid, coaching for first line managers, Dutch at work for
immigrant employees etc.
In short, these are all training courses that contribute to the further growth and
development of the Miko group and its employees.
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5. ENVIRONMENT AND SAFETY POLICY
5.1. Environment
In issuing MPC-DG Plastics with a new environment permit, the environment services set a
special condition that the licensee had to carry out an acoustic control measurement. A
certified noise expert was appointed to carry out a long-term noise measurement. The
possible noise disturbance to the surrounding area was surveyed in the summer period and
during periods of maximum productivity. The noise measurements showed that MPC-DG
Plastics more than meets the established environmental quality standards in the VLAREM
(Flemish Regulations for Environmental Permits). Our neighbours are therefore able to sleep
soundly!
Taking noise measurements at the neighbours.
The environmental permit request was made at the same time as the request for the urban
development permit for expanding MPC-DG Plastics’ distribution centre. In order to inform
those living in the surrounding neighbourhood, MPC-DG Plastics took the initiative during
the public inquiry to hold an information meeting. An explanation of the expansion plans
was given at the end of November in the Miko buildings, together with an outline of the
environmental impact. The full expansion plan was clarified using aerial photographs and
plans of the building and the practical questions raised by those living in the
neighbourhood were also answered. The environmental permit dossier that was submitted
for the expansion will be dealt with administratively as a standard request, which means
that a definite decision is anticipated in the spring of 2010.
5.2. Safety
Miko Coffee practised a fire evacuation based on a fictional fire that had broken out on a
welder on the LC production machine on the first floor. Employees are expected to react
appropriately when a fire is suddenly reported, not only in tackling the fire in a specific way,
but also in warning other employees and implementing an evacuation. The new safety
instructions for stopping the coffee roaster in a controlled way were also tested during the
fire evacuation. One employee was selected to have a wounded leg “in the midst of the
battle”, enabling the interaction with the evacuation to be practised. The whole exercise
was acted out very well so that the crisis situation could be practised as realistically as
possible.
Such exercises prove their worth when it comes to a real fire. When an acetylene gas
cylinder caught fire in the MPC-DG Plastics workshop, the burning cylinder was expertly
cooled with water by the internal fire fighting team. This enabled the fire to be kept under
control until the fire brigade arrived. In order to avoid any unnecessary risks, the decision
was taken to completely evacuate the entire production division.
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Fire safety was improved at Miko Coffee Service in Kortrijk through the relocation of the load
station for the fork-lift trucks from the warehouse to a location against the external wall.
During the installation of the racks in the warehouse in Mechelen, the escape routes for the
personnel were also established with the aid of pictograms.
Copies of the evacuation plans showing the escape routes and the pictograms of the
mobile fire extinguishers were also installed in strategic places.
A well trained fire fighting team
proves its worth within the first
minutes of a fire breaking out.
Tackling a fire in the right way
when it first starts can prevent
the fire from spreading and
can even extinguish it. Around
twenty employees received
additional training through a
theoretical course and a
practical challenge based on
different types of realistic fires
fuelled by oil, gas, coffee dust
and plastic.
The internal industrial first aiders
also need to be adequately
trained and familiar with the
latest techniques in treating
wounds and resuscitation. All
available first aiders are given a
sound update by the external
prevention service.
The
established
safety
instructions in the injection
moulding division and the
thermoform division at MPCDG Plastics were run through
with
the
employees
concerned. Many rules and
regulations were explained
during the presentation with a
large number of photographs
used for clarification in order
to encourage the employees
to work in a safe way.
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6. CORPORATE SOCIAL RESPONSIBILITY: PEOPLE, PLANET, PLEASURE
The Miko group places much importance on corporate social
responsibility. The strong focus on the Puro Fairtrade coffee is a
good example of this. However, the Miko group is also making
efforts in other areas in order to combine sustainability and
profitability in the best way possible.
In order to outline these efforts in a very concrete way, the
decision was taken to develop a full sustainability report using
the guidelines from the Global Reporting Initiative (GRI).
“Sustainability reporting is the practice of measuring,
disclosing, and being accountable to internal and external
stakeholders for organisational performance towards the goal
of sustainable development (...). A sustainability report should
provide a balanced and reasonable representation of the sustainability performance of a
reporting organisation – including both positive and negative contributions.”
(“Sustainability Reporting Guidelines”, version 3.0, p. 5)
These guidelines provide the organisation with a framework which can be used to produce
a full medium term sustainability report.
This will obviously go hand in hand with pursuing initiatives which strengthen the sustainable
character of the organisation’s activities day after day.
7. IMPORTANT EVENTS AFTER THE BALANCE SHEET DATE
No important events have taken place since the 2009 financial year ended.
8. MISSION AND STRATEGY
The Miko group specialises in two core activities, each with their own mission statement.
For the coffee service division, this is:
“Miko aims to be a sustainable partner for out-of-home customers through providing
trouble-free coffee concepts that are based on high quality products and services”...
- We care about your coffee –
For the plastic packaging division, this is:
“MPC-DG Plastics aims to be a sustainable partner within the food industry that is
recognised for providing contemporary plastic packaging with high added value.”
The corporate strategy that makes it possible to achieve these missions can be summarised
as follows:
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Concentrate on our core activities: coffee service and plastic processing
Our strategy is based on the further expansion of the current two core activities. This will be
achieved through both internal and external growth. Strengthening our market position
remains of paramount importance in our “home countries” of Belgium, The Netherlands,
France, UK, Germany, Poland, Czech Republic, Slovakia and Australia. However, our
ambitions also include further internationalisation.
Avoid short-sightedness... think long term
A company that has existed for 200 years should not allow itself to be tempted into
opportunism and adopting a short term vision. We will have the courage to assess
investments, possible participation or takeovers and costs on the basis of their strategic long
term contribution to the group; even if this is sometimes at the expense of short term results.
Think big ... but act small
We will always strive to make the most of our very important asset of flexibility for both core
activities. Due to our moderate size, customised solutions, fast reaction times and
specialisation are all crucial in order to grow in our very demanding market sectors.
200 years mastery in quality and service
We will continuously strive to improve on the very high standard of our products through
sustained research and development. This applies to both our coffees as well as our
plastic packaging. We will always scrutinise our coffee service division very critically in
terms of quality and the service that we provide, never settling for anything less than
excellence.
People: our organisation’s most important success factor
Excellence can only be achieved if employees are prepared to work towards it. The key
here is motivation. The Miko group will strive to motivate its employees by giving them the
chance to make the most of their creativity and energy to recognise these qualities. Miko
offers career opportunities to those who aspire to this and have earned it. Knowledge is also
a key word here, which is why Miko regularly offers training courses, helping employees to
stay up-to-date.
"I’m doing something for CSR": balance between Profit, People, Planet and Pleasure
Miko established a think tank in 2005 to consider the theme of “Corporate Social
Responsibility” (CSR) in more detail. One result that emerged from this think tank was the
launch of the “Puro concept”. Another result was the recommendation for having the
theme of “Corporate Social Responsibility” (CSR) included in the corporate strategy. Under
the slogan "Ik doe iets voor DO..." (I’m doing something for CSR), Miko committed itself to
steering its strategy so that a healthy balance is reached between Profit, People and
Planet.
9. PROSPECTS FOR 2010
We look forward to 2010 with a certain degree of uncertainty. There are rumblings in both
the raw material and the exchange markets, which means that we are not able to
comment in terms of concrete prospects.
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10. PROPOSAL FOR PROFIT-SHARING
Allocation of profits from the financial year:
The board of directors proposes that the profit balance be shared as follows:
• return on capital: 1.191.984 Euros
• addition to the legal reserve: 2.260.700 Euros
• balance carried over: 4.935,17 Euros
In the event that the ordinary general meeting of shareholders approves this sharing of
profits, a net dividend of 0,72 Euros per share will be payable through KBC from 1st June
2010.
11. EVOLUTION OF THE MIKO SHARE ON EUROLIST BY EURONEXT BRUSSELS
120
110
100
90
80
70
60
50
40
30
28
Miko
BEL20
VLAM21
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INFORMATION CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Our organisation’s entire corporate governance structure was critically scrutinised in 2009
and altered where appropriate.
Miko complies with the new 2009 Corporate Governance Code. Where the Code is not
complied with, due to the specific company situation, such non-compliance is explained
and justified on the grounds of the "comply or explain" principle.
The corporate governance charter has been altered in order to bring it in line with the new
Code.
Internal regulations were also drawn up for the board of directors, the audit committee and
the nomination and remuneration committee.
Specific attention was paid to the nomination procedure for directors and members of
executive management due to the fact that a variety of changes are occurring in the
composition of the board of directors and the executive committees in 2010.
All of these documents were approved at the board of directors meeting on 23rd February
2010 and are available on the website for consultation.
We remain convinced that the emphasis should lie on enterprise and performance, but we
also pay attention to control and risk management.
1. BOARD OF DIRECTORS
1.1. Composition
In accordance with the statutes, Miko NV's board of directors needs to be comprised of at
least six directors, half of which must be non-executive directors. At least three directors
need to be independent.
The composition of the board of directors remained unchanged in 2009:
– NV SHMB (°1943), chairman of the board of directors, represented by Mr Stef Michielsen
– Mr Frans Michielsen (°1947), managing director and chairman of the operating
committee
– Mr Frans Van Tilborg (°1965), managing director
– Mr Aloïs Michielsen (°1942), director, chairman of the board of directors for NV Solvay
– Mr Willy Menève (°1935), director
– Mr Franky Depickere (°1959), independent director, managing director of NV Cera
Investment company and NV Almancora Investment company, member of the board of
directors for the NV KBC Group
– Mr Flor Joosen (°1952), independent director, managing director of NV Joosen-Luyckx,
chairman of the board of directors for NV Metalinc, national chairman of Unizo
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– Mr Chris Van Doorslaer (°1961), independent director, Chief Executive Officer of NV
Cartamundi
l.t.r. Frans Van Tilborg, Stef Michielsen, Aloïs Michielsen, Frans Michielsen, Franky Depickere,Willy Menève, Flor Joosen,
Chris Van Doorslaer
NV SHMB, which is permanently represented by Mr Stef Michielsen, and Mr Frans
Michielsen, Mr Aloïs Michielsen and Mr Frans Van Tilborg are related to the main
shareholder, STAK OKIM.
Mr Flor Joosen, Mr Chris Van Doorslaer and Mr Franky Depickere meet the criteria specified
in article 526b of the Company Code and are consequently independent directors.
Mr Willy Menève is not linked to the main shareholder, but can not be considered an
independent director as there was no waiting period between Mr Menève‘s mandate as
managing director of the company and his mandate as a non-executive director.
There are two executive directors, namely both managing directors.
The other directors are non-executive directors.
Mr Johan Vandervee is the company secretary.
There were no unusual transactions between the directors and Miko NV in 2009, neither
were there any Miko NV current accounts or standing securities to or for the benefit of these
people. There have been no conflicts of interest as defined in articles 523 and 524 of the
Company Code.
The directorships of Mr Frans Michielsen, Mr Aloïs Michielsen and Mr Willy Menève end after
the annual general assembly of 12th May 2010.
The board of directors will present a proposal for the nomination of new directors to the
shareholders at the general assembly.
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1.2. Working
The interim sales and operating figures are disclosed to the directors beforehand and
discussed at the meetings. The managing directors provide an explanation.
The following matters were dealt with at the board of director meetings in 2009:
–
–
–
–
–
–
–
–
–
–
–
approval of annual accounts for 2008
approval of annual report for 2008 and proposal for distribution of dividends
discussion and approval of seasoned equity offering for Grispa
election of the chairman
discussion of nomination and reappointment procedure for directors
discussion of candidates for directorships and management positions
discussion of possible takeover opportunities
restructuring of UK subsidiaries
approval of budgets for 2010
purchase of land and building plans (for the expansion of MPC-DG Plastics warehouses)
seasoned equity offering for Miko Ltd UK
The chairmen of the advisory committees provide the board of directors with a report of
their activities.
1.3. Attendance
NV SHMB
Frans Michielsen
Frans Van Tilborg
Aloïs Michielsen
Willy Menève
Franky Depickere
Flor Joosen
Chris Van Doorslaer
B: 6/6
B: 6/6
B: 6/6
B: 5/6
B: 6/6
B: 5/6
B5/6
B6/6
A: 5/5
A: 5/5
A: 5/5
N: 3/3
N: 3/3
N: 3/3
N: 3/3
R: 1/1
R: 1/1
N: 3/3
N: 3/3
R: 1/1
B = board of directors
A = audit committee
N = nomination committee
R = remuneration committee
1.4. Advisory committees
1.4.1. Audit committee
In 2009, the audit committee was comprised of Mr Franky Depickere, chairman, Mr Willy
Menève and NV SHMB, represented by Mr Stef Michielsen.
The audit committee is exclusively comprised of non-executive directors. One of them has
independent status and possesses the necessary expertise in the area of accounting and
audit. The composition of the audit committee therefore meets the criteria specified in
article 526b of the Company Code.
The strict guidelines of the Corporate Governance Code which presupposes a majority of
independent audit committee members is as yet not being met. The company has opted
to allow the aim for the optimal appropriation of the directors’ knowledge and expertise to
take precedence over following formal independence criteria.
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The company emphasises that this deviation from the Code will be temporary and that it
will strive to bring the composition of the committee in line with the Code’s requirements by
the next nomination round.
The audit committee met five times.
The following matters were dealt with at the audit committee meetings in 2009:
–
–
–
–
presentation of the external auditor’s report
proposal for the appointment of a new auditor for the UK
proposal for the appointment of a new external auditor for Miko Koffie The Netherlands
evaluation of the internal reporting process and SAP implementation in overseas
subsidiaries
– discussion of the external auditor’s comments with six-month figures
– discussion of mutual loan table
– explanation of the audit plan by the auditor
1.4.2. Remuneration committee
In 2009, the remuneration committee was comprised of non-executive directors, Mr Chris
Van Doorslaer, chairman, Mr Willy Menève, and Mr Aloïs Michielsen. When determining the
remuneration policy for executive management, the meeting is attended by CEO, Mr Frans
Michielsen and Mr Johan Vandervee, who is the secretary and also has responsibility for HR
policy.
The remuneration committee met once, in December.
The following matters were dealt with:
– The salary of executive members and management
– The continuation of the share option plan, whereby members of the operating committee
are able to register for 1.000 share options and members of the management teams are
able to register for 500 share options. In total, this involves a maximum of 15.500 options.
No options are available to non-executive directors.
The chairman of the remuneration committee presented the board of directors with an
extensive report about this.
With preparations for the new composition of the board of directors in mind, the members
of the remuneration committee joined the nomination committee. This amalgamation was
done with the aim of making best use of the combined experience and knowledge in order
to prepare for the renewal of the board of directors in 2010.
1.4.3. Nomination committee
The nomination committee met three times in 2009, introducing a procedure for:
– the nomination of suitable candidates for directorships, the position of CEO and as
members of the operating committee
– the evaluation of director candidates and making recommendations about the
appointment of new directors at the 2010 general meeting.
– the evaluation of candidates and making recommendations about the new members of
the operating committee.
The committee nominated Mr Frans Van Tilborg to take on the position of CEO after the
2010 general assembly. The termination settlement for executive directors was discussed
again in the light of the 2009 Corporate Governance Code and was found to be in
accordance with this.
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The amalgamation of the remuneration committee and the nomination committee has
now been established in a new internal remuneration and nomination committee
regulation and will remain in force after the 2010 general assembly.
The company will aim to bring the composition of the amalgamated remuneration and
nomination committee fully in line with the requirements of the Code by the next
nomination round.
2. EXECUTIVE MANAGEMENT
2.1. The operating committee
The Miko group does not have a management committee as foreseen in Belgian law.
The day-to-day management of the Miko group is taken care of by the operating
committee.
The operating committee met eleven times in 2009.
The committee is comprised of the two managing directors and the directors of the Belgian
subsidiary companies.
The operating committee works out policy proposals, draws up budgets, discusses the
results of the recent period, comparing them with the results of the previous year and the
budgets that were approved by the board of directors.
Frans Michielsen
Frans Van Tilborg
Dirk Hermans
Marcel Lammerée
Joël Merens
Jan Michielsen
Wim Van Gemert
Johan Vandervee
Kristof Michielsen
managing director of the Miko group, chairman
managing director of the Miko group
director of MPC-DG Plastics NV
director of Miko Koffie Service BV-Netherlands
(since 1st December 2009: business development manager)
director of Miko Coffee Service NV
director of Miko Coffee Service NV
production director of MPC-DG Plastics NV
l.t.r. Marcel Lammerée, Kristof Michielsen, Johan Vandervee, Frans Michielsen, Wim Van Gemert, Jan Michielsen, Frans
Van Tilborg, Joël Merens, Dirk Hermans
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2.2. The export committee
Those in the Miko group who are responsible for the coffee service divisions in Belgium and
overseas meet several times a year to exchange experiences and to make agreements on
an international level about marketing and sales techniques, taking the cultural differences
of the various countries into account.
The export committee met five times in 2009.
The committee is composed as follows:
Frans Michielsen
Frans Van Tilborg
Luc Antonio
Jacques Grevet
Karl Hermans
Marcel Lammerée
Joël Merens
Marc Swinnen
Koen Van Zon
Adrian Stagg
Luc Antonio
managing director of the Miko group, chairman
managing director of the Miko group
international sales support manager for Miko Koffie NV
director of Miko Café Service SA-France
export manager for Miko Koffie NV
director of Miko Koffie Service BV-Netherlands
(since 1st December 2009: business development manager)
director of Miko Coffee Service NV-Belgium
marketing manager of Miko Coffee Service NV- Belgium
commercial director Miko Koffie Service BV-Netherlands
(since 1st December 2009: director of Miko Koffie Service BVNetherlands)
managing director Miko UK
Jacques Grevet
Karl Hermans
Koen Van Zon
Adrian Stagg
2.3. Management teams
The two largest subsidiary companies within the cornerstones of coffee and plastic have
their own management team which meets regularly to discuss the day-to-day working and
to work out agreements concretely. The decisions made by the board of directors are
implemented here. Feedback is provided to the board of directors about the shop floor
and any challenges and opportunities are also mentioned.
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The management team for MPC-DG Plastics NV is comprised of Paul Cabanier, Wim De
Ceuster, Lief Jochems, Eli Mariën, Jan Michielsen, Kristof Michielsen, Patrick Van Zummeren
and Katelijne Vos.
l.t.r. Katelijne Vos, Eli Mariën, (Franky Carlier – preventie adviseur), Kristof Michielsen, Patrick Van Zummeren,
Wim De Ceuster, Lief Jochems, Paul Cabanier, Jan Michielsen
The management team for MCS NV is comprised of Joël Merens, Marc Swinnen and
Anje Vermeersch.
l.t.r. Frans Michielsen, Marc Swinnen, Anje Vermeersch, Joël Merens
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2.4. Overview of the executive board of the overseas subsidiaries
2.4.1. Coffee Service Division
United Kingdom:
Miko Coffee Ltd
•Frans Van Tilborg, managing director
•Adrian Stagg, managing director
Czech Republic:
Miko Kava s.r.o.
•Frans Van Tilborg, director
•Pavlina Chvalinova, consulting manager
France:
•Frans Van Tilborg, director
•Jacques Grevet, director
Slovakia:
Miko Kava s.r.o.
• Frans van Tilborg, director
• Radko Reseta, consulting manager
Germany:
Miko Leo Coffee GmbH.
• Frans Van Tilborg, managing director
• Frans Michielsen, managing director
Poland
Miko Kawa Serwis
• Frans Van Tilborg, consulting manager
• Pawel Olszewski, sales manager
The Netherlands:
• Frans Van Tilborg, general director
• Koen Van Zon, director
Pavlina Chvalinova
Radko Reseta
Andrzej Olszewski
Hans Peters
2.4.2. Plastic Processing Division
Poland:
MPC – MCO Sp. z o.o.
• Janusz Olszewski, managing director
• Kristof Michielsen, director
• Andrzej Olszewski, plant manager
Germany:
• Frans Michielsen, managing director
• Hans Peters, director
36
Pawel Olszewski
Janusz Olszewski
MIKO ENG
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3. REMUNERATION REPORT
The members of the board of directors each received a fixed payment of 9.000 Euros.
The gross payment awarded to the two managing directors of the Miko group, including
benefits in kind such as the use of a company car, amounted to 572.757 Euros in 2009.
This sum was made up of the following components: a fixed part of 382.463 Euros, a variable
part amounting to 164.779 Euros, 14.144 Euros for pension contributions and 11.371 Euros for
benefits in kind.
The managing directors subscribed to 2,000 share options.
The other members of the operating committee together received 963.595 Euros of which
the variable part amounted to 62.167 Euros and 77.434 Euros for pension contributions. The
benefits in kind amounted to 28.111 Euros. They subscribed to 6.250 share options.
4. SHAREHOLDER STRUCTURE
There are no important changes in the existing shareholder structure to report for 2009.
The main shareholder in the company is still the Michielsen family, who started roasting and
selling coffee in 1801. After the company was floated on the stock market in 1998, the
Michielsen family still retained 55,31% of the shares.
They do this through the OKIM Trust Office and NV Miko Holding. The Trust was established
according to Dutch law and Miko Holding is a Belgian company.
Miko Holding and the Trust have carried out several registrations as part of article 74, §6 of
the law of 1st April 2007 regarding public takeover bids whereby both corporate bodies
behave as linked corporate bodies. Together, both corporate bodies currently have a total
of 687.000 shares or 55,31 %, of which 280.002 or 22,54 % are held by Miko Holding and
406.998 shares or 32,77 % are held by the Trust.
The law and the statutes oblige all shareholders whose involvement exceeds or falls below
a threshold of 3 % (37.260 shares), 5 % (62.100 shares) or a multiple of 5 % to make this known
to the company and also to the CBFA (Banking, Finance and Insurance Commission).
The company did not receive any such notifications in 2009.
Miko NV possesses 350 of its own shares with the share option plan for its employees in mind.
There were no changes in these figures this year.
As far as the company is aware, the company’s shareholder structure is as follows:
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–
–
–
–
–
–
OKIM Trust Office:
Miko Holding NV:
KBC Asset Management NV:
De Wilg Comm.V.:
Miko NV:
Public:
Total:
406.998 (32,77
280.002 (22,54
52.674 (4,24
53.361 (4,30
350 (0,03
448.615 (36,12
%)
%)
%)
%)
%)
%)
1.242.000 (100%)
5. AUDITING
The cooperative audit company PricewaterhouseCoopers, registered at Woluwedal 18,
Woluwe Garden, 1932 Sint-Stevens-Woluwe was appointed as external auditor at the
general assembly of 9th May 2007 until the 2010 general assembly.
With effect from 1st January 2009, Mr Filip Lozie succeeded Mr Luc Discry as representative
of PricewaterhouseCoopers for carrying out this mandate.
A proposal for reappointment will be placed on the agenda of the 2010 general assembly.
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IFRS FINANCIAL STATEMENTS 2009
1. GENERAL INFORMATION
Miko NV (identification number BE 0404.175.739) and its subsidiaries (together ‘the Miko
group’) produces and distributes coffee and plastics for the professional user. The production
facilities are located in Belgium and Poland and the products are primarily distributed in
Europe.
The address of the registered office of the Miko Group is 177 Steenweg op Mol, 2300 Turnhout,
Belgium. The group has 631 employees as of December 31, 2009, compared to 642
employees in the previous year.
The results were published on March 31, 2010, after approval by the Board of Directors on
March 29, 2010. On April 23, 2010, the financial statements will be made available to the
shareholders.
The group’s results and dividend distribution are subject to approval at the annual general
meeting of shareholders of Miko NV on May 12, 2010.
The shares of Miko NV are listed on the Eurolist by Euronext Brussels.
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2. CONSOLIDATED IFRS INCOME STATEMENT (KEUR)
Note
Revenue
Other operating income
Raw materials & consumables used
Employee benefit expense
Depreciation and amortization
Other operating expenses
Total expenses
Operating profit
Finance costs - net
Finance income
Finance costs
Profit before income tax
Income tax expense
Group profit for the year
Attributable to minority interest
Attributable to owners of the parent
Basic earnings per share, attributable
to owners of Miko
Diluted earnings per share,
attributable to owners of Miko
2009
(KEUR)
2008
(KEUR)
111.160
8.1
8.2
8.3
9.1 - 9.2
8.1
113.328
2.053
1.954
49.593
26.594
7.217
18.556
53.938
26.961
7.858
19.695
- 101.961
- 108.451
11.252
6.831
- 951
8.4
8.4
- 1.350
91
- 1.042
269
- 1.619
10.301
8.5
5.481
- 2.325
- 1.033
7.976
47
7.929
4.448
59
4.389
9.15
6.39
3.54
9.15
6.40
3.54
The notes in sections 6 to 12 are an integral part of these consolidated financial statements.
CONSOLIDATED IFRS STATEMENT OF COMPREHENSIVE INCOME (KEUR)
2009
(KEUR)
Currency translation differences
Other items of comprehensive income
2008
(KEUR)
7.976
381
(1)
Comprehensive income for the year
40
4.448
(1.402)
(551)
8.356
2.495
Attributable to owners of Miko
8.311
2.431
Attributable to minority interest
45
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3. CONSOLIDATED IFRS STATEMENT OF FINANCIAL POSITION (KEUR)
Note
2009
(KEUR)
2008
(KEUR)
9.1
9.2
9.11
9.3
26.722
4.755
845
318
28.001
4.692
993
390
ASSETS
Non-current assets
Property, plant and equipment
Intangible assets
Deferred income tax assets
Trade and other receivables
Total non-current assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
EQUITY AND LIABILITIES
32.640
9.4
9.5
9.6
14.650
19.465
10.812
34.076
16.098
20.937
4.385
44.927
77.567
41.420
75.496
Equity
Share capital
Reserves and retained earnings
Currency translation differences
Total equity attributable to owners of Miko
Minority interests
Total equity
Non-current liabilities
Borrowings
Retirement benefit obligations
Deferred income tax liabilities
Trade and other payables
Provisions for other liabilities and charges
Total non-current liabilities
4
4
4
5.065
41.939
- 289
4
331
5.065
35.013
- 672
46.715
39.406
320
47.045
9.8
9.10
9.12
9.9
9.10
8.134
736
2.334
990
10
39.726
10.666
569
2.248
993
0
12.202
14.476
Current liabilities
Borrowings
Current income tax liabilities
Total current liabilities
Total equity and liabilities
9.8
9.9
9.9
4.971
3.489
9.859
7.961
3.666
9.666
18.320
77.567
21.294
75.496
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4. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(KEUR)
Balance at 01/01/2008
Share
Capital
Reserves (*) Currency
and retained translation
earnings
differences
Minority
interest
Total
equity
5.065
32.284
256
38.338
59
4.448
734
Profit for the year
4.389
Other comprehensive income
- 551
- 1.406
4
- 1.952
3.838
- 1.406
64
2.496
Subtotal
0
Share-based payments
- 46
- 46
Purchase of treasury shares
Dividends relating to 2007
13
13
- 1.076
Change in scope of consolidation
Profit for the year
5.065
- 672
7.929
Other comprehensive income
Subtotal
35.013
0
- 17
- 1.093
17
17
320
39.726
47
7.976
-1
383
-2
380
7.928
383
45
8.356
74
74
Dividends relating to 2008
Change in scope of consolidation
- 1.076
5.065
41.939
- 289
- 34
- 1.110
331
47.045
(*) Reserves contain amounts not available for distribution amounting to 1.650 KEUR in 2009
(2008: 1.556 KEUR).
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5. CONSOLIDATED STATEMENT OF CASH FLOWS
Operating activities
Non-cash adjustments:
Depreciation, amortization and impairment
(Gain)/loss on sale of fixed assets
Deferred tax expense
Employee benefit expense
Provisions for liabilities and charges
Other finance (income)/expense
(Increase)/decrease in non-current trade and other receivables
(Increase)/decrease in inventories
(Increase)/decrease in current trade and other receivables
Increase/(decrease) in taxes and social charges payable
Increase/(decrease) in non-current trade and other payables
Increase/(decrease) in current trade and other payables
Cash flows from operating activities
Investing activities
Purchases of intangible assets
Purchases of property, plant and equipment
Proceeds from sale of property, plant and equipment
Other
Interest received
Cash flows from investing activities
Financing activities
Changes to the share-based payment plan
Dividends paid
Minority interests
Other
Proceeds from borrowings
Repayments of borrowings
Interest
Cash flows from financing activities
Total cash flows
Difference
Note
2009
(KEUR)
2008
(KEUR)
1
7.929
4.389
7.217
- 68
9.11– 9.12 232
9.10
167
7.858
- 111
- 742
58
9.10
10
- 112
9.3
8.2
9.5
9.9
9.9
9.9
72
72
1.448
1.472
- 177
-3
193
- 139
- 237
- 648
- 4.275
824
55
- 815
1
18.564
9.2
9.1
9.1 – 9.2
8.4
- 353
- 5.509
242
-2
6.105
- 2.905
- 9.489
2.520
- 2.776
- 5.622
4
4
4
4
4
9.8
9.8
8.4
8
9.6
- 12.651
13
- 46
- 1.076
64
- 551
12.618
- 3.835
74
- 1.076
11
-1
200
- 5.722
- 6.516
6.427
10.812
6.427
7.188
643
4.385
643
The increase in total cash and cash equivalents amounts to 6.427 KEUR (2008: 643 KEUR)
This corresponds with the consolidated statement of cash flows.
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6. ACCOUNTING POLICIES
The consolidated financial statements of Miko NV on December 31, 2009 have been
prepared in accordance with IFRS (“International Financial Reporting Standards”) as
adopted by the European Union. These include all IFRS standards and IFRIC (“International
Financial Reporting Committee”) interpretations issued and effective or early adopted on 31
December 2009. These standards and interpretations, as adopted by the European Union,
are the standards and interpretations issued by the IASB (“International Accounting Standards
Board”) effective on December 31, 2009 except for elements of IAS 39 not adopted by the
European Union, however, these are not applicable for Miko.
The following new standards, amendments to standards or interpretations that are
mandatory for the first time for the financial year beginning 1 January 2009 and that are
applicable for Miko are the following:
- IAS 23 (revised), Borrowing costs;
- IFRS 2 (amendment), Share-based payment;
- IAS 1 (revised), Presentation of financial statements;
- IAS 32 (amendment), Financial instruments: presentation, and consequential amendments
to IAS 1, Presentation of financial statements;
- Improvements to IFRS (effective for annual periods beginning on or after 1 January 2009);
- Amendment to IAS 39, Financial statements: Recognition and measurement, and IFRS 7
Financial statements: Disclosures, on the reclassification of financial assets (the November
version of the amendment was endorsed on 10 September 2009); and
- IFRS 7 (amendment), Financial instruments disclosures, and consequential amendment to
IAS 1, Presentation of financial statements.
- IFRS 8, Operating Segments
The following new standards, amendments of standards and interpretations are mandatory
for the first time for the financial year beginning 1 January 2009, but are currently not relevant
for Miko are the following:
- IFRIC 9 and IAS 39 (amendment), regarding embedded derivatives (effective 1 July 2008);
- IFRIC 13, Customer loyalty programmes (effective for annual periods beginning on or after
1 July 2008);
- IFRIC 14, IAS 19 (amended) – the limit on a defined benefit asset, minimum funding
requirements and their interaction
The following standards, amendments of standards and interpretations have been issued but
are not effective for the financial year beginning 1 January 2009:
- Revised IFRS 3 (revised), Business Combinations and consequential to IAS 27, Consolidated
and separate financial statements, IAS 28, Investments in associates and IAS 31, Interests in
joint ventures, effective prospectively to business combinations for which the acquisition
date is on or after the beginning of the first annual reporting beginning on or after July 1,
2009;
- Amendments to IFRS 1, First-time Adoption of International Financial Reporting Standards
and IAS 27, Consolidated and Separate Financial Statements — Cost of an Investment in a
Subsidiary, Jointly Controlled Entity or Associate, effective for annual periods beginning on
or after 1 January 2009;
- IFRS 1 (revised), First-time Adoption (effective 1 July 2009);
- IAS 39 (amendment), Financial instruments: Recognition and measurement on eligible
hedged items (effective 1 July 2009);
- IFRIC 12, Service concession arrangements’ (effective 1 January 2008, but EU endorsed for
30 March 2009);
- IFRIC 15, Agreements for the construction of real estate (effective 1 January 2009, but EU
endorsed for 1 January 2010);
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- IFRIC 16, Hedges of a net investment in a foreign operation (effective 1 October 2008, but
EU endorsed for 1 July 2009);
- IFRIC 17, Distribution of non-cash assets to owners, effective for annual periods beginning
on or after July 1, 2009; and
- IFRIC 18, Transfer of assets from customers, effective for transfers of assets received on or
after July 1, 2009.
Principles of consolidation
The consolidated financial statements comprise the financial information of Miko NV and its
subsidiaries. Note 9.16 presents a list of the subsidiaries of the group.
Subsidiaries are all entities which the entity controls. Control exists when Miko has the power
to govern the financial and operating policies so as to obtain benefits from its activities.
Subsidiaries are fully consolidated from the date on which control is transferred to the group.
They are de-consolidated from the date that control ceases. Inter-company transactions,
balances and unrealised gains or losses on transactions between group companies are
eliminated. Accounting policies of subsidiaries have been changed where necessary to
ensure that the financial statements are prepared using uniform accounting policies.
Use of estimates
The preparation of financial statements in conformity with IFRS requires management to use
certain critical accounting estimates and assumptions that have an impact on the amounts
recognised in the financial statements.
The estimates made each reporting date reflect conditions existing on that date (e.g. interest
rates and foreign exchange rates). Although these estimates are made by management
based on knowledge and awareness of current issues and actions that the group faces,
actual results may vary in relation to these estimates.
The most important estimates that have a significant risk of adjustment to the carrying
amounts of assets and liabilities within the next financial year are the assessment of the
recoverability of deferred tax assets relating to tax losses carried forward and goodwill
impairment tests. These estimates require the application of assumption and parameters
such as future revenues and discount rates.
The Board of Directors believes that the assumptions, expectations and forecasts are
reasonable, resulting in a valuation of assets and liabilities at December 31, 2009 that have
not been significantly affected by these estimates and assumptions.
Exchange rates and foreign currency translation
The group’s functional currency is the euro. Transactions in foreign currencies are converted
using the exchange rate applicable on the date of the transaction.
The translation differences in equity relate to the translation of foreign operations where the
statement of financial position is converted at closing rate and the statement of
comprehensive income is converted to average rate. This is applied for all group entities that
have a functional currency that is not the euro (which is also the group’s presentation
currency).
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Exchange differences arising from a monetary item that forms part of the net investment in a
foreign operation are recognised in the income statement of the stand-alone financial
statements of the entity. In the consolidated financial statements, these exchange
differences are initially recorded as a component of other comprehensive income. These
exchange differences are reclassified to the income statement upon the disposal of the net
investment.
All other exchange differences are recognised in the income statement, including the
translation of monetary assets and liabilities at the closing rate at the end of the reporting
period. These are monetary assets and liabilities of group entities that have euros as their
functional currency.
The following exchange rates were used to translate the financial statement for group entities
that do not have the euro as a functional currency.
2009
2008
GBP
1,1224
Closing
rate
1,1260
1,2558
Closing
rate
1,04987
PLN
0,2311
0,2436
0,28475
0,24076
CZK
0,0378
0,0378
0,04009
0,03721
AUD
0,5641
0,6247
0,57416
0,49324
Average rate
Average rate
Intangible assets
Intangible assets consist primarily of goodwill, brands, licenses and customer relationships
acquired from third parties.
Goodwill represents the difference between the cost of acquisition over the fair value of the
net identifiable assets and liabilities of the acquired subsidiary at the acquisition date. Miko
tests goodwill annually for impairment, or more frequently if events or changes in
circumstances indicate that goodwill may be impaired, in accordance with IAS 36
“Impairment of Assets.”
A business combination achieved in stages is recorded in the financial statements in
accordance with the economic entity model. Minority interests recognised in the statement
of financial position are deducted from equity.
Negative goodwill is recognised if the cost of acquisition of a new subsidiary is lower than the
fair value of Miko’s share in the net identifiable assets and liabilities of the acquired subsidiary.
This negative goodwill is recognized immediately in the income statement.
Goodwill impairment is included in “depreciation and amortization” in the income statement.
Intangible assets other than goodwill are carried at cost less accumulated amortization and
impairment. The residual value of intangible assets is assumed to be zero.
Research costs are recognised as an expense when incurred. Development costs are
capitalised. A project is considered to be in a development phase if there is proof that it will
generate future economic benefits. These intangible assets are amortized straight-line over
the useful economic life of the asset.
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The useful lives are as follows:
•
Development costs: 5 years
•
Trademarks and licenses: 5 years
•
Customer relationships: 15 years
The amortization of intangible assets are included in ”depreciation and amortization” in the
income statement.
Borrowing costs are not included in the cost of the intangible assets.
Property, plant and equipment is valued at historical cost less accumulated depreciation and
impairment. Subsequent costs are included in the asset’s carrying amount when future
economic benefits associated with the item of property, plant and equipment will flow to the
group. Repair and maintenance costs are recognised in the income statement during the
financial period in which they are incurred.
The depreciation of an asset begins when it is available for its intended use. Depreciation is
calculated using the straight-line method over the estimated useful life of the asset. The
estimated useful lives are as follows:
Category
Buildings
Plant and equipment
Other equipment: coffee machines
Other equipment: vehicles
Other equipment: various
Useful life
40 years
3- 10 years
5 - 8 years
5 years
3-10 years
Rate
2,50 %
33,3 % - 10 %
20 % - 12,5 %
20 %
33,3 % - 10 %
The estimated useful lives and residual values are reviewed and adjusted annually, if
appropriate. Land has an indefinite useful life.
Property, plant and equipment that are no longer used are classified as held for sale at their
carrying amount as of the date from which they are no longer used.
Borrowings costs are included in the cost of property, plant and equipment in accordance
with IAS 23.
Impairment of non-financial assets
The group assesses whether there are any indication that an asset should be impaired when
events or changes in circumstances indicate that the carrying amount of an asset exceeds its
recoverable amount. The recoverable amount is calculated as the higher of its fair value less
costs to sell and its value in use.
For the purpose of assessing impairment, assets are grouped at the lowest level for which
there are identifiable cash flows. If an asset has been impaired, an impairment loss is
recognised for the difference between the asset’s carrying amount and its recoverable
amount and is recognised in the income statement. The significant estimates used in
determining the present value of future cash flows relate to the appropriate discount rate,
the period over which the cash flows have been projected, and the residual value of the
assets.
The group assesses whether any assets (excluding goodwill) that have suffered impairment
are reviewed for possible reversal of the impairment at each reporting date. If such
indications exists, the recoverable amount of that asset is reassessed and the carrying
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amount is increased to the revised recoverable amount. The increase is recognised
immediately in the income statement. An impairment reversal is only recognised if it results
from a change in the assumptions used to calculate the recoverable amount. The increased
carrying amount of an asset attributable to a reversal of an impairment loss shall not exceed
the carrying amount that would have been determined had no impairment loss been
recognised for the asset previously.
Leased assets
Leases in which a significant portion of the risks and rewards of ownership are retained by the
group are classified as finance leases, while other lease agreements are classified as
operational leases. Leases of property, plant and equipment that are classified as finance
leases are capitalised at cost price less accumulated depreciation and impairment. These
items are depreciated over their useful life.
Payments made under operational leases are charged to the income statement over the
period of the lease.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using
the weighted-average cost method.
The cost comprises the purchase price, costs of conversion and other costs incurred in
bringing the inventories to their present location and condition. Administrative overhead
costs that do not contribute to bringing the inventories to their present location or condition,
selling costs, storage costs and abnormal amounts of wasted materials are not included in
the cost of inventory. The allocation of fixed production cost is based on normal production
capacity.
Net realizable value is determined based on the estimated selling price in the ordinary course
of business less the estimated costs necessary to make the sale.
Obsolete and slow moving inventories are systematically impaired.
Receivables
Current and non-current receivables are initially recognised in the statement of financial
position at fair value and subsequently measured at amortised cost using the effective
interest method.
When discounting has no material effect, the nominal amount is
recognised. Receivables are impaired when collection or partial collection is uncertain or
doubtful. Receivables are individually assessed for recoverability. The increase in the
provision for doubtful accounts is included in ‘other operating expenses’ in the income
statement.
Cash and cash equivalents include all cash, deposits held in bank accounts, bank overdrafts
and investments with an initial maturity of less than three months.
Equity
Dividends are recorded as a liability in the period in which they are approved. The final
distribution occurs at the annual general meeting, when the results of the reporting period
are being approved.
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When any group entity purchases the company’s own shares (treasury shares), amounts paid
are deducted from equity.
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings
are subsequently carried at amortized cost with amortization of discount or premium
recognised in the income statement.
Employee benefits
The cost of all short-term benefits for employees, such as wages and salaries, paid holidays,
bonuses and other benefits are recognised during the period in which the employee has
rendered the service to the group. The group recognises these costs only if they have a legal
or constructive obligation to settle these amounts and if a reliable estimate of the liability can
be made.
The fair value of the equity-settled share-based payments is determined using the Black
Scholes method. Expense is recognised upon granting of the options, which is then spread
over the vesting period in accordance with IFRS 2 “Share-based Payment”.
The following assumptions are used in determination of the fair value of the share-based
payment plan:
Grant date
Expected life of the option
Share price volatility
Risk free interest rate
2007
3,00
22,89 %
3,71 %
2008
4,00
22,89 %
3,71 %
2009
5,00
22,89 %
3,71 %
The expected life of the option is the average life based on the options that have already
been exercised (options from the period before November 7, 2002). The volatility of the share
price is calculated based on the stock price, quoted daily on Euronext Brussels.
The provision for early retirement is determined according to the legal stipulations existing in
each country, taking into account the employees eligible for early retirement and those who
have adopted for early retirement.
A provision is recognised for certain premiums which can be earned over a period of more
than one year.
Employee benefit plans
A liability is recognised in the statement of financial position. It concerns a ‘defined
contribution plan’ whereby the group determines amounts to be contributed to a pension
fund. These contributions are recognised in the income statement in ‘employee benefit
expense’ when they are due.
Provisions
Miko recognises provisions for liabilities and probable losses at the reporting date when it is
possible to reliably estimate these amounts. A provision is recognized when the group (a) has
a present legal or constructive obligation arising from past events, (b) it is probable that an
outflow of resources will be required to settle the obligation, and (c) the amount of the
obligation can be reliably estimated. A past event is deemed to give rise to a present
obligation if, taking into account the available evidence, it seems more likely than not that
an obligation exists at the reporting date.
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Trade payables are recognised in the statement of financial position at discounted cost,
unless the impact of discounting is immaterial.
Deferred income tax
Deferred income tax is provided on temporary differences between the carrying amounts of
assets and liabilities in the consolidated statement of financial position and their respective
tax bases. Deferred income tax is not recognised for goodwill as goodwill impairment is not
tax deductible.
Deferred tax assets related to deductible temporary differences and unused tax losses
carried forward are recognized to the extent it is probable that sufficient taxable profit will be
available against which the deductible temporary difference can be utilised.
Deferred income tax is determined using tax rates and tax laws that have been enacted or
substantially enacted at the reporting date and are expected to apply in the period when
the related deferred tax asset will be realized or the deferred income tax liability is settled.
Revenue
Revenue is recognized when the amount of revenue can be reliably measured and when it is
probable that future economic benefits will flow to the group.
Revenue from the sale of goods is recognized when the goods have been delivered and the
risks and rewards have been transferred. Revenue from the sale of services is recognized
based on the stage of completion on the reporting date. Revenue is recognized to the
extent that the related costs have been incurred.
Dividend income is recognized when the shareholder has the right to receive payment.
Segment reporting
In accordance with IFRS 8 ‘Operating Segments’, Miko has determined its operating
segments on the basis of internal reporting and the manner in which the chief operating
decision maker (the Board of Directors) allocates resources and assesses performance.
Accordingly, the following operating segments have been determined:
•
•
Coffee: This segment delivers coffee to the ‘out-of-home’ market. The coffee is
consumed outside the home, for example in offices, businesses and restaurants.
Plastics: This segment comprises high-quality synthetic packaging materials produced
for the food and cosmetic industry.
Each legal entity of the group belongs to one of these operating segments. Transactions
between operating segments are carried out at arm’s length.
The profit, assets and liabilities have been attributed to these operating segments, applying a
reasonable allocation method if necessary. Assets from the operating segments comprise
primarily intangible assets, property, plant and equipment, inventories and trade receivables.
Liabilities from the operating segments comprise primarily trade payables and other
payables.
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Financial risk management
Financial risk factors are present in an international group such as Miko; however, the
objective is to mitigate these risks.
Currency risk
The majority of our activities, purchases and sales are denominated in euros. Subsidiaries
located in countries not using the euro are invoiced in euros. The group is exposed to
currency risk relating to sales denominated in British Pounds and Polish Zloty. Considering the
limited impact of this risk, the group does not use any derivative financial instruments to
manage this risk.
Interest rate risk
A limited portion of existing borrowings have a fixed interest rate. The interest rate risk is
limited to a cash flow risk. The remaining portion of existing borrowings has been entered into
with a floating interest rate of up to three months. Due to the possible switch to fixed interest
rate, interest rate risk is limited with respect to both the amount and the duration.
Credit risk
The group has no significant concentration of credit risk. Management closely monitors credit
risk, which will limit credit risk. The maximum credit risk on the reporting date is the carrying
amount of the receivables.
Liquidity risk
Liquidity risk is the risk that the group will encounter difficulty in meeting obligations associated
with financial liabilities. This risk is managed by ensuring a wide variety of financing sources.
The group’s cash position is monitored daily by management. This focus and the current cash
surpluses ensure that no short-term liquidity risk exists within the group.
Price risk
Within the scope of normal operations the group is exposed to risks arising from the
fluctuations in market prices. The group does not enter into hedging transactions, which
entails that group profit is exposed to fluctuations in the prices of coffee and plastics. All
purchases are denominated in euros.
7. SEGMENT INFORMATION
7.1. Segment information
Year ending: 31/12/2008
Total sales
Sales to other segments
Sales to external customers
Inter-segment elimination
Consolidation
Unallocated revenue and expenses
Ebitda
(1)
Ebit
(2)
Finance costs - net
Coffee
(KEUR)
56.008
- 374
55.634
6.505
3.692
Plastics
(KEUR)
59.371
- 1.677
57.694
8.358
3.294
General (3)
(KEUR)
- 85
46
- 117
25
- 155
- 1.350
Total
(KEUR)
115.378
- 2.051
113.328
- 85
46
- 117
14.887
6.831
- 1.350
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Income tax expense
Minority interest
Group profit
- 1.033
- 1.033
4.448
59
4.389
(1) Other operating income + depreciation + impairment loss on trade receivables
(2) Operating profit before tax and financing
(3) Relates to unallocated amounts and consolidation entries
Year ending: 31/12/2008 (KEUR)
Coffee
Plastics
(KEUR)
(KEUR)
Segment assets
30.841
35.103
Unallocated assets
Intersegment eliminations
Total assets
30.841
35.103
Segment equity and liabilities
5.037
4.501
Unallocated equity and liabilities
5.037
4.501
Investments
5.411
6.731
Unallocated investments
Total investments
Depreciation and amortization of segment
2.575
5.008
assets
Depreciation
and
amortization
of
unallocated assets
Total depreciation and amortization
140
784
Deferred income tax liabilties
1.106
1.247
Other non-cash expenses
Provision for doubtful accounts
532
1
Impairments
Year ending: 31/12/2009
Coffee
Plastics
(KEUR)
(KEUR)
Total
(KEUR)
(KEUR)
65.943
9.968
- 415
75.496
9.537
66.735
- 777
75.496
12.142
253
12.394
- 415
- 415
- 777
- 777
7.583
275
7.858
993
2.248
69
- 105
533
General (3)
(KEUR)
Total
(KEUR)
Total sales
55.941
57.102
113.043
Sales to other segments
- 536
- 1.347
- 1.883
Sales to external customers
55.405
55.755
111.160
Inter-segment elimination
56
56
Consolidation
- 74
-74
Unallocated revenue and expenses
52
Intersegment
eliminations
- 88
- 88
Ebitda
(1)
6.964
11.788
80
18.833
Ebit
(2)
4.067
7.290
-105
11.252
Finance costs - net
- 951
- 951
Income tax expense
- 2.325
- 2.325
7.976
Minority interest
47
Group profit
7.929
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(1) Other operating income + depreciation + impairment loss on trade receivables
(2) Operating profit before tax and financing
(3) Relates to unallocated amounts and consolidation entries
Year ending: 31/12/2009 (KEUR)
Segment assets
Coffee
Plastics
Intersegment
eliminations
Total
(KEUR)
(KEUR)
(KEUR)
(KEUR)
30.285
32.433
62.718
Unallocated assets
15.319
Total assets
30.285
32.433
Segment equity and liabilities
4.846
4.351
- 470
- 470
- 470
77.567
9.197
Unallocated equity and liabilities
69.022
4.846
4.351
Investments
2.866
2.853
- 652
- 652
- 652
77.567
5.719
Unallocated investments
143
Total investments
5.862
Depreciation and amortization of segment
2.683
assets
Depreciation and amortization of unallocated
assets
Total depreciation and amortization
4.323
7.006
211
7.217
144
559
Deferred income tax liabilties
1.408
923
2.331
426
3
429
141
845
Other non-cash expenses
Provision for doubtful accounts
Impairments
7.2. Geographical information
Geographical information – revenues (KEUR)
Belgium France
The
UK
Netherlands
Germany
Other countries Total
2008
29.916
15.989
12.057
20.187
14.770
20.409
113.328
2009
29.114
14.858
13.191
20.290
18.917
14.790
111.160
Change
- 802
- 1.130
1.134
103
4.146
- 5.619
- 2.168
Revenues within the coffee segment are attributable to various customers. Within the plastics
segment the largest customer represents 19,2% of total consolidated revenue, however, this is
distributed over different geographical regions.
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Geographical information – non-current assets (KEUR)
Belgium France
The
UK
Netherlands
Germany
Other countries Total
2008
19.233
776
1.471
3.973
549
7.081
33.083
2009
17.721
829
1.676
4.198
487
6.884
31.795
Change
- 1.512
53
205
225
- 62
- 197
- 1.288
8. NOTES TO THE INCOME STATEMENT
8.1. Other operating income and expenses
2009
(KEUR)
Services and other goods
Of which:
Cost of sales
Maintenance expenses
Energy expenses
Transportation expenses
Insurance expenses
Other expenses
Provisions and reversal of provisions
2008
(KEUR)
17.726
5.232
3.044
3.329
1.957
485
3.679
18.908
6.168
3.383
3.053
2.151
483
3.669
364
199
Other operating expenses
467
588
Total operating expenses
18.556
19.695
Recharged expenses
Recovered employee expenses
Total other operating income
1.062
880
110
922
866
166
2.053
1.954
8.2. Raw materials and consumables used
Movement of inventory
54
2009
(KEUR)
2008
(KEUR)
Acquisitions
Change in inventories
48.375
1.218
54.553
- 615
Gross profit, as a % of sales
Loss/impairment of inventory
55,39%
0
52,41 %
0
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8.3. Employee benefit expense
2009
(KEUR)
2008
(KEUR)
Wages and salaries
Social security contributions
Termination benefits
17.638
4.530
135
17.479
4.455
289
Director compensation
1.086
988
Temporary personnel expenses
749
1.633
Other employee expenses
1.475
1.555
Training expenses
133
65
Pension contributions
774
542
Share-based payments expense
75
- 46
Total
26.594
26.961
Total number of employees at the end of the year
631
642
Pension plan contributions, where the group pays fixed contributions to a fund, are included
in the income statement in employee benefit expenses. The total contribution for 2009
amounted to 774 KEUR (2008: 542 KEUR).
The group has no legal or constructive obligation for further contributions.
Defined contribution plans
The group has several defined contribution plans with insurance companies, who invest the
group’s contributions. The annual contribution paid by the group is expensed as incurred.
Other long-term employee benefits
Certain group entities provide early retirement benefits to their employees. The group
contributes a premium in addition to the legally required payments, for which a provision is
recognised.
Management has the opportunity to participate in a share-based payment plan.
Management has the opportunity to purchase a specified number of shares after three years
employment within the group. No new shares were issued for this plan. The fair value of the
options granted is determined using the Black-Scholes valuation model, is calculated at the
grant date and is recognised over the vesting period in accordance with IFRS 2.
Termination benefits
Termination benefits are payable when employment is terminated by the group before the
normal retirement date. The group recognises termination benefit expense when an
irrevocable decision has been made to terminate employment and the amount can be
determined reliably.
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8.4. Financial income and costs
2009
(KEUR)
2008
(KEUR)
Interest income from investing activities
44
130
Interest income from leasing activities
0
0
Dividend income
0
0
Interest expense: borrowings
- 435
- 556
Interest expense: leasing
- 176
- 180
Interest expense: other
- 176
- 171
Other expenses, net (including bank charges)
47
139
Net foreign exchange gains/(losses)
- 254
- 705
Net gain/(loss) on sale of financial fixed assets
0
-6
Total
- 951
- 1.350
8.5 INCOME TAX EXPENSE
INCOME TAX EXPENSE
2009
(KEUR)
2008
(KEUR)
Current tax on profits for the year
1.696
1.087
Adjustments in respect of prior years and reversals of tax
provisions
267
- 121
Total current tax paid
1.963
965
Deferred income tax expense
Origination and reversal of temporary differences
362
67
Impact of change in group tax rates
0
0
Usage of tax losses of prior years
Deferred tax recognised on tax losses in the current year
0
0
0
0
Total deferred income tax expense
362
67
Total income tax expense in the income statement
2.325
1.033
Profit before tax
10.301
5.481
Current income tax expense
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Effective tax rate
22,57 %
18,84 %
The effective tax rate of the group differs from the applicable tax rate in Belgium (33.99%) for
the following reasons:
Reconciliation of effective and applicable tax rate
2009
2008
Taxes calculated at the applicable tax rate of 33.99%
3.546
1.863
Impact of tax rates of other jurisdictions
- 562
- 276
Income not subject to tax
25
- 39
Expenses not deductible for tax purposes
202
170
Utilisation of previously unrecognised tax losses
24
268
Impact due to changes in the tax rate
Impact of over-estimates and under–estimates in prior periods
1
-3
-5
- 18
Other increase (decreases)
2
- 43
Notional interest deduction
- 908
- 889
Tax calculated at the effective tax rate
2.325
1.033
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9. NOTES TO THE STATEMENT OF FINANCIAL POSITION
9.1. Property, plant and equipment
2008
Land and
Buildings
(KEUR)
Plant and
machinery
(KEUR)
Other
equipment
(KEUR)
Total
6.566
52.443
19.581
78.589
32
6.899
- 2.769
2.558
- 2.006
9.489
- 4.775
- 334
1.440
- 32
- 1.247
5.988
32
- 805
441
0
- 2.386
7.868
7.703
61.281
19.801
88.785
1.743
38.711
11.479
51.934
210
4.783
2.241
7.234
- 815
- 1.552
- 2.366
- 63
216
- 21
- 771
4.780
21
- 484
306
0
- 1.319
5.302
At the end of the current year
2.106
46.667
12.011
60.784
Net book amount
5.598
14.614
7.790
28.001
(KEUR)
a) Acquisition cost
At the end of the previous year
Movements during the year
Additions
Disposals
Impairment charge
Transfers
Exchange differences
Other changes
At the end of the year
b) Depreciation and impairment
Depreciation charge
Acquisition of subsidiaries
Disposals
Impairment charge
Transfers
Other changes
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2009
Land and
Buildings
(KEUR)
Plant and
machinery
(KEUR)
Other
equipment
(KEUR)
Total
7.703
61.281
19.801
88.785
12
3.181
2.317
- 753
5.509
- 753
31
123
255
- 130
408
- 130
7.746
64.585
21.489
93.820
2.106
46.667
12.011
60.784
190
4.493
2.059
6.741
- 580
- 580
(KEUR)
a) Acquisition cost
Additions
Disposals
Impairment charge
Transfers
Other changes
b) Depreciation and impairment
Depreciation charge
Disposals
Impairment charge
Transfers
Other changes
9
129
146
- 132
283
- 132
2.304
51.289
13.504
67.097
Net book amount
5.442
13.296
7.985
26.722
In the category “plant and machinery” an amount of 2.488 KEUR is included for leasing at
December 31, 2009 (2008: 2.911 KEUR).
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9.2. Intangible assets
2008
Goodwill
Software
Total
(KEUR)
Patents,
licences,
customer
relationships
(KEUR)
(KEUR)
(KEUR)
1.676
927
880
3.484
379
2.465
61
-3
2.906
-3
- 432
- 83
184
- 15
64
- 530
248
1.624
3.493
987
6.104
108
214
760
1.082
167
78
245
-3
-3
379
a) Acquisition cost
Additions
Disposals
Impairment charge
Transfers
Other changes
b) Amortization and impairment
Amortization charge
Disposals
Impairment charge
Transfers
Other changes
60
379
- 296
- 19
5
- 15
34
- 330
39
191
367
853
1.412
Net book amount
1.433
3.126
134
4.692
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2009
Goodwill
Software
Total
(KEUR)
Patents,
licences,
customer
relationships
(KEUR)
(KEUR)
(KEUR)
1.624
3.493
987
6.104
263
90
-3
353
-3
105
160
0
265
1.729
3.916
1.077
6.722
191
367
853
1.412
394
82
476
72
7
1
79
263
768
935
1.967
Net book amount
1.466
3.148
142
4.755
a) Acquisition cost
Additions
Disposals
Impairment charge
Transfers
Other changes
b) Amortization and impairment
Amortization charge
Disposals
Impairment charge
Transfers
Other changes
As of 2007, the category ‘patents, licenses and customer relationships’ include amounts
acquired through business combinations. For further details refer to Note 9.17.
Goodwill allocation
Coffee
Plastics
Total
2009
(KEUR)
1.233
233
1.466
2008
(KEUR)
1.200
233
1.433
Management tests goodwill for impairment whenever there are indicators that it may be
impaired. The recoverable amount of goodwill is determined using the discounted free cash
flow model, based on budgets of the group for the subsequent years. The future cash flows
are discounted by the weighted average cost of capital.
On the basis of the goodwill impairment testing performed, management has determined
that no goodwill impairment is necessary.
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9.3. Non-current trade and other receivables
2008
1. Beginning balance
2. Movements
3. Exchange differences
4. Closing balance
Net lease
receivables
(KEUR)
0
0
0
0
Trade receivables –
non-current
(KEUR)
58
155
-0
213
Other
Total
(KEUR)
95
82
0
177
(KEUR)
153
237
0
390
0
0
0
0
213
- 62
0
150
177
- 10
0
167
399
- 72
0
318
2009
1. Beginning balance
2. Movements
3. Exchange differences
4. Closing balance
All non-current receivables are due within 5 years from the end of the reporting period. The
effective interest rates correspond with current market conditions in 2009 and 2008.
No loans are advanced to directors or related parties.
There are no indicators of impairment at the end of 2009 and 2008 (for example, loss of
market share or technological obsolescence).
The carrying amount of non-current trade receivables approximates the fair value at the
reporting date. The provision for doubtful accounts is sufficient to cover the credit risk of the
wide-spread customer portfolio.
9.4. Inventories
Inventories
1. Raw materials and
consumables
2. Work in progress
3. Finished goods
4. Goods for resale
Total
2009
(KEUR)
2008
(KEUR)
4.606
5.175
121
4.953
4.970
178
5.680
5.065
14.650
16.098
Inventories are stated at the lower of cost and net realisable value. Cost is determined using
the weighted-average cost method.
The raw materials and consumables consist of raw coffee, plastic and packaging material.
The finished goods and goods for resale for the coffee segment consist primarily of coffee
products and by-products such as milk, sugar and biscuits, and for the plastics segment
primarily of ice cream boxes.
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9.5. Current trade and other receivables
Current trade and other receivables
1. Trade receivables
2. Financial lease receivables
3. Doubtful receivables (-)
2009
(KEUR)
18.378
0
- 429
2008
(KEUR)
18.884
0
- 533
Total trade receivables
17.945
18.352
4. Loans to directors and/or related parties
5. Other amounts receivable (including tax receivables)
6. Deferred charges
Total other receivables
0
1.156
361
1.517
0
1.991
595
2.586
Total current trade and other receivables
19.465
20.937
Credit risk arising on receivables
Credit risk refers to the risk a third party will cause a financial loss for the group by failing to
discharge an obligation.
To mitigate this risk, credit analyses are performed for those customers who exceed a certain
credit limit.
Customers that exceed their credit limit are continuously monitored.
Management continually evaluates the entire customer portfolio to assess its creditworthiness.
The carrying amount of the trade receivables approximates the fair value at the reporting
date and the provision for doubtful receivables adequately covers the group’s credit risk.
Trade receivables of the coffee segment comprise numerous clients spread over different
geographical areas. The customer with the highest outstanding balance represents 2,8% of
total receivables at the reporting date.
Trade receivables in the plastics segment have a less diverse customer base, although this is
also spread over different geographical areas. The customer with the highest outstanding
balance represents 46,9% of total receivables at the reporting date.
The average collection period for products sold is 54 days for the coffee segment and 64
days for the plastics segment. Interest is not regularly assessed on overdue receivables.
Included in total trade receivables are customers with a carrying amount of 5.545 KEUR that
are past due at the reporting date for which no provision has established because the group
considers that these items are collectible. The majority of these past due receivables are
included in the group’s export policy, under which extended payment terms apply.
Aging of past due but not considered impaired trade receivables is as follows:
In KEUR
2009
2008
1 – 30 days
31 – 60 days
61 – 90 days
> 90 days
Total
3.121
1.515
393
516
5.545
4.298
2.034
542
983
7.857
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Movement in the provision for impairment of trade receivables is as follows:
In KEUR
2009
2008
Balance at the beginning of the year
(Usage of provision)
Provision for receivables impairment
533
(281)
177
335
(29)
227
Balance
429
533
The decrease in the provision is largely due to the adjustments to receivables in the UK for
which a provision was established in the past.
Market risk: currency risk
Despite the fact that the majority of the group’s purchases and sales are denominated in
euros, the group remains subject to currency risk. This currency risk relates to the British Pound
and the Polish Zloty.
Based on the average volatility of the British Pound, the group estimated possible changes to
the exchange rate of the British Pound against the euro:
EUR/£
Closing rate December 31, 2009
0,88810
Potential volatility in%
12,20 %
EUR/£
Closing rate December 31, 2008
0,95250
Potential volatility in%
9,54 %
Net book value thousands of pounds
2009
2008
Trade payables
(515)
(433)
Trade receivables
1.569
1.778
238
552
Net carrying amount
1.292
1.897
If the British Pound had weakened/strengthened in 2009 against the euro according to the
estimates above, group profit in 2009 would increase/decrease by 178 KEUR.
Other
There are no indicators of impairment at the end of 2009 and 2008 (for example, loss of
market share or technological obsolescence).
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9.6. Cash and cash equivalents
2009
(KEUR)
2008
(KEUR)
Cash
43
43
Bank deposits
6.517
4.342
Time deposits less than 3 months
4.252
0
Total cash and cash equivalents
10.812
4.385
9.7. Capital management
The group assesses the amount of capital in proportion to the relating risk. The group
manages its capital structure and adjusts it in response to changing economic conditions
and financing needs.
The objectives of the group in relation to managing the capital have not changed. The
various group entities continue to operate as a ‘going concern’, while monitoring the
balance between the risks and allocated resources and prices.
The capital structure of the group consists of non-current borrowings, cash and cash
equivalents, reserves, retained earnings and minority interests.
The group has no significant borrowings. Net debt at the reporting period is as follows:
In KEUR
Net
2009
12.202
(10.812)
1.390
2008
14.388
(4.385)
10.003
Equity
47.045
39.726
Net debt
2,95 %
25,18 %
The group is not subject to external capital requirements.
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9.8. Borrowings
Borrowings
2009
(KEUR)
2008
(KEUR)
596
8
19
582
888
1.262
Bank borrowings
1.704
3.850
Total current debts due to financial institutions
2.326
6.581
Interest-bearing loans
200
380
Interest-bearing loans due to related parties
2.445
1.000
Total interest-bearing loans
2.645
1.380
Financial lease liabilities
Bank borrowings
Other interest-bearing loans
Other interest-bearing loans due to related parties
1.618
5.796
720
2.188
7.390
1.089
Total non-current interest-bearing loans
8.134
10.666
I. Total current debts due to credit institutions
Current debts due to financial institutions
Financial lease liabilities
Bank borrowings
Others
Amounts due within 12 months
II. Non-current interest-bearing loans
Non-current debts to financial institutions
All loans are denominated in euros. The loans are obtained for investments in buildings,
equipment and for financing acquisitions. The borrowings have an ultimate maturity date of
2017 and bear an average interest rate of 4,58 %. The group has access to an undrawn line
of credit amounting to 5.303 KEUR.
The remaining current financial liabilities comprise a debt from group entity Grispa due to
LRM. The carrying amount of the financial liability approximates its fair value at the reporting
date.
For further information regarding related parties, refer to note 9.15.
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Further information regarding the maturity of borrowings is as follows:
2008
Less than 1 year
(KEUR)
1 to 5 years
(KEUR)
Over 5 years
(KEUR)
I. Non-current interest-bearing loans
Non-currents debts to financial institutions
3.850
5.995
1.394
1.262
1.089
0
Finance lease liabilities
582
2.140
48
Total non-current interest-bearing loans
2009
5.693
Less than 1 year
(KEUR)
9.225
1 to 5 years
(KEUR)
1.442
Over 5 years
(KEUR)
I. Interest-bearing loans to more than 1 years
Long-term debts to financial institutions
1.704
5.096
700
19
720
Finance lease liabilities
596
1.618
Total interest-bearing loans more than 1 years
2.319
7.434
700
The above items exclude future interest expense amounting to 1.179 KEUR, calculated using
the relevant interest rate on 31/12/2009.
Effective interest rates (%)
Credit lines
Loans
Other liabilities
Finance lease obligations
2009
2,66 %
6,07 – 3,83
4,5 – 5
3,75 – 5,48
2008
3,18 %
6,07 – 3,83
4,5 – 5,5
3,75 – 5,48
All borrowings are denominated in euros. The amounts due to financial institutions relate to
borrowings with fixed and variable interest rates. The remaining financial liabilities are
entered into with a fixed interest rate.
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9.9. Trade and other payables
2009
2008
Trade payables
Other payables
9
981
52
941
Total non-current trade and other payables
990
993
Trade payables
Other payables
Accrued expenses
8.769
36
1.054
8.861
30
776
Total current trade and other payables
9.859
9.666
Taxes payable
Tax payables
Social security
1.350
2.139
1.478
2.188
Total current tax payable
3.489
3.666
Non-current trade and other payables
Current trade and other payables
The carrying amount of the trade and other payables approximate the fair value on the
reporting date.
9.10. Provisions
On 1 January
Additional provisions
Reversal of unused provisions
Used during year
At December 31
Employee
benefits
(KEUR)
569
Environment
provisions
(KEUR)
0
Other provisions Total
(KEUR)
(KEUR)
0
569
0
736
206
- 41
2
736
0
The provision for employee benefits of 736 KEUR (2008: 569 KEUR) was established due to
statutory requirements relating to early retirement benefits.
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9.11. Deferred income tax assets
Deferred income tax assets are recognised in the statement of financial position for
temporary differences. The movement of these deferred taxes during the period is as follows:
Beginning of period
Changes to deferred income tax assets
Additional deferred income tax assets
Transfers to deferred income tax liabilities
End of period
2009
(KEUR)
993
221
210
1
- 139
845
2008
(KEUR)
0
113
891
- 12
227
993
The deferred income tax assets recognised in the statement of financial position relate to:
1. Depreciation
2. Intangible assets
3. Provisions
4. Foreign exchange differences
5. Post-employment benefits
6. Tax losses
7. Other
2009
(KEUR)
157
-9
- 46
0
-1
2.547
-50
2008
(KEUR)
390
0
0
0
4
2.059
381
Total
2.599
2.834
Management assesses the recoverability of tax losses and tax credits carried forward based
on a discounted cash flow analysis, determined using projected budgeted information.
9.12. Deferred income tax liabilities
Deferred income tax liabilities are recognised in the statement of financial position for
temporary differences. The movement of these deferred taxes during the period is as follows:
Beginning of period
Changes to deferred income tax liabilities
Additional deferred income tax liabilities
Transfers to deferred income tax assets
End of period
2009
(KEUR)
2.248
227
441
8
- 138
2.331
2008
(KEUR)
1.996
218
268
-26
227
2.248
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The deferred income tax liabilities recognised in the statement of financial position relate to:
1. Depreciation
2. Intangible assets
3. Provisions
4. Foreign exchange differences
5. Post-employment benefits
6. Tax losses
7. Other
2009
(KEUR)
- 7.592
- 691
241
267
0
0
- 197
2008
(KEUR)
- 6.652
- 326
26
273
0
0
- 679
Total
- 7.972
- 7.359
The difference between deferred taxes recognised in the statement of financial position and
as calculated based on the applicable Belgian tax rate of 33.99% is 340 KEUR in 2009 (2008:
283 KEUR), due to the different tax rates in the various group jurisdictions.
9.13. Contingent liabilities and commitments
There are no contractual commitments for the acquisition of items of property, plant and
equipment and intangible assets.
Existing operational lease commitments are as follows:
Operating lease commitments
2009
(KEUR)
2008
(KEUR)
Total minimum lease payments for operational leases included in the income
873
statement
895
Total future minimum lease payments under non-cancellable operating leases for
1.752
the following periods:
1.933
1. no later than one year after the reporting date
2. later than 1 year and not later than 5 years after the reporting date
3. later than 5 years after the reporting date
681
1.236
16
660
1.052
40
The operational lease commitments relate to investments in the group’s vehicle fleet.
The group has guarantees with regard to financial institutions for an amount of 2.036 KEUR
(2008: 6.951 KEUR).
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9.14. Overview of shares
2009
2008
I. Movement in number of shares
Beginning of period
Number of issued shares
End of period
Net shares purchased during the period
1.242.000
0
1.242.000
0
1.242.000
0
1.242.000
- 700
II. Other information
1. Nominal value of shares
2. Number of shares held by the group or related parties
N/A
687.350
N/A
687.350
III. Calculation of earnings per share
1. Number of shares
1.1. Number of shares
1.242.000
1.2. Weighted average number of shares held by the group
350
1.3. Number of shares used to calculate basic earnings per share
1.241.650
1.4. Weighted average number of share options outstanding at the end of the
25.075
period
1.5. Number of shares used in calculating diluted earnings per share
1.241.300
1.242.000
700
1.241.300
2.1. Profit/(loss) attributable to owners of the parent (KEUR)
4.389
7.929
16.950
1.241.312
The total number of shares of 1,242,000 (with no nominal value) consists of 687.044 nominal
shares and 554.956 shares to bearer, of which 512,472 are dematerialized securities in the
share register.
The value of the own shares held by the group amounts to 13 KEUR.
Shares granted to employees with a predetermined exercise price to purchase shares in
subsequent years is as follows:
Beginning of period
2003
2.500
2004
2.900
2005
2.400
2006
5.350
2007
5.150
2008
7.800
2009
11.850
Exercise price
€ 25,50
€ 31,00
€ 38,00
€ 47,00
€ 56,00
€ 56,00
€ 38,50
Exercised during the period
2.400
2.600
800
-
-
-
-
Exercisable at end of period 100
300
1.600
5.350
5.150
7.800
11.850
Vesting period
3 years
3 years
3 years
3 years
3 years
3 years
3 years
Exercise period
8 years
5 years
5 years
5 years
5 years
5 years
5 years
On January 16, 2010, 9.350 share options were granted with an exercise price of 43,20 EUR per
share that will expire in 2015.
For options granted after November 7, 2002, the fair value of the employee services received
in exchange for the options granted is recognised in income over the vesting period. The fair
value is calculated using the Black Scholes model.
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The following assumptions are used in the determination of the fair value:
Option price
Current share price
Expected option life
Share price volatility
Risk-free interest rate
Expected dividends
2007
56,00
43,70
3,00
22,89 %
3,71 %
1,61 %
2008
56,00
43,70
4,00
22,89 %
3,71 %
2,06 %
2009
43,20
43,70
5,00
22,89 %
3,71 %
1,99 %
The fair value of the share options amounts to 122 KEUR on December 31, 2009.
9.15. Related parties
2009
(KEUR)
2008
(KEUR)
2.445
2.245
1.536
1.369
I. RECEIVABLE DUE FROM RELATED PARTIES
II. LIABILITIES DUE TO RELATED PARTIES
1. Interest bearing loans
2. Financial liabilities
3. Other liabilities
III. TRANSACTIONS BETWEEN RELATED PARTIES
1. Sale of goods
2. Purchases of goods
3. Transactions
4. Purchase of services
5. Transfers relating to funding requirements
6. Remuneration of management and directors
7. Loans granted to management and directors
In addition to their salaries, the group provides additional benefits to the directors and
members of the Executive Committee, including non-monetary benefits and contributions to
the group’s defined contribution plan. The remuneration plan for 2009 comprised of 1.218
KEUR in salaries (2008: 1.061 KEUR) and 318 KEUR in defined contribution plan contributions
(2008: 308 KEUR).
Members of management also participate in the group’s stock option plan.
The interest-bearing loans relate to borrowings entered into between Miko Holding and
Lammerée Beheer. These borrowings are entered into with a fixed interest rate of 4,5%.
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9.16 Scope of consolidation
Name of subsidiary
Country of
incorporation
% interest % interest
2009
2008
Company
number
Miko Koffie NV
Belgium
99,99 %
99,99 %
0869.777.422
Stwg op Mol 177,
2300 Turnhout
49
MCS NV
Belgium
100,00 %
100,00 %
0429.197.383
Stwg op Mol 177,
2300 Turnhout
87
MPC-DG Plastics NV
Belgium
100,00 %
100,00 %
0433.522.197
Stwg op Turnhout
160,
2360 Oud-Turnhout
147
Mepaco NV
Belgium
100,00 %
100,00 %
0418.703.864
Stwg op Mol 177,
2300 Turnhout
6
Leo Coffee GmbH.
Germany
49,00 %
49,00 %
The Netherlands 100,00 %
100,00 %
France
99,97 %
99,97 %
Miko Kava s.r.o
Czech Republic
100,00 %
100,00 %
Miko Kava s.r.o
Slovakia
75,00 %
75,00 %
Miko Coffee Limited
Great Britain
100,00 %
100,00 %
Café Sienna (*)
Great Britain
100,00 %
100,00 %
Cornish Coffee Limited
Great Britain
100,00 %
100,00 %
Miko Coffee South West
Limited
Great Britain
100,00 %
100,00 %
Miko Coffee North West
Limited
Great Britain
89,00 %
89,00 %
MPC-MCO Sp. z o.o.
Poland
100,00 %
100,00 %
MPC-Hordijk GmbH.
Germany
70,00 %
70,00 %
Grispa NV
Belgium
100,00 %
100,00 %
0457.974.513
Industriecentrum
15
Zuid 3530 Houthalen
Beverage Marketing Australia
Australia
51,00 %
51,00 %
Registered office
Number of
employees
All the entities above are fully consolidated.
(*) On November 1, 2009, Café Sienna merged with Miko Coffee North West Ltd.
The shareholder structure of Miko NV, to the best of its knowledge, is as follows:
- Stichting Administratiekantoor OKIM:
- Miko Holding NV:
- KBC Asset Management NV:
- De Wilg Comm.V.:
- Miko NV:
- Publicly-held:
406.998 (32,77%)
280.002 (22,54%)
52.674 (4,24%)
53.361 (4,30%)
350 (0,03%)
448.615 (36,12%)
Total:
1.242.000 (100%)
10. EVENTS AFTER THE REPORTING PERIOD
No significant events have occurred after the reporting period.
11. DISCLOSURE OF THE USE OF FINANCIAL INSTRUMENTS
The group does not use financial instruments.
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12. REMUNERATION OF THE AUDITOR AND COMPANIES WITH WHOM THE
AUDITOR IS ASSOCIATED
The company’s auditor, PricewaterhouseCoopers Bedrijfsrevisoren cvba, will receive 7.260
EUR for the audit of the parent company Miko NV.
In addition, 139.856 EUR fees have been charged. This amount includes the fees relating to
various group entities amounting to 118.206 EUR. This amount also includes other services
amounting to 21.650 EUR provided by companies with which the auditor has a professional
association.
Non-audit services provided are always authorized in advance by the audit committee of the
group.
13. REPORT OF THE BOARD OF DIRECTORS
To the annual general meeting of shareholders on May 12, 2010 regarding the consolidated
and statutory financial statements for the year ending December 31, 2009.
Dear Shareholders,
This report should to be read together with the audited financial statements of Miko NV
(hereafter, ‘the group’), and the accompanying notes. These consolidated financial
statements were approved by the Board of Directors on March 29, 2010.
COMMENTS ON THE CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements for the year ending December 31, 2009 were prepared
in accordance with International Financial Reporting Standards (IFRSs) issued by the
International Accounting Standards Board (IASB) and interpretations issued by the
International Financial Reporting Interpretations Committee (IFRIC, formerly the SIC) of the
IASB that have been adopted by the European Commission.
The application of IFRS for the group mainly affected following areas:
- valuation of intangible asset and property, plant and equipment
- valuation of inventories
- deferred income tax assets and liabilities
MAJOR CHANGES TO THE GROUP DURING 2009
In March 2009, the decision has been taken to establish a distribution centre for MPC-DG
Plastics. The total investment, including land, is estimated as 5.8 MEUR.
In June 2009, the capital of Grispa NV was increased by 2.5 MEUR. Grispa NV’s parent, MPCDG Plastics NV subscribed to the entire amount.
The group made a strategic decision to combine the operations of three locations in northern
England (Miko Coffee North West Ltd., Miko Northern Ltd. and Café Sienna Ltd.) to form one
entity, Miko Coffee North West Ltd. And proceeded with a capital increase amounting to
1.843.000 British Pounds.
CEO Frans Michielsen provided notification that as of the annual general shareholders
meeting of 2010, he will resign from his position, however, will remain available for a director
position.
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The Board of Directors is taking this into account in considering the composition of the Board
and the new Corporate Governance Code of 2009.
The corporate governance charter and internal rules for audit, remuneration and
appointment are also taking this into account. The new version of the charter will be in force
after the annual general shareholders meeting.
The Board of Directors requests that the annual general meeting of shareholders authorize the
acquisition of and transfer of treasury shares for a period of five years.
The Board of Directors have proposes to extend the audit
PricewaterhouseCoopers Bedrijfsrevisoren cvba for a period of three years.
mandate
of
FINANCIAL HIGHLIHTS OF 2009
The following changes were noted in comparison with 2008:
- Revenue decreased by 1,91 % from 113,3 MEUR to 111,2 MEUR.
- EBIT increased by 64,73 % from 6,8 MEUR to 11,3 MEUR. The EBIT-margin amounted to
10.1 % versus 6,0 % in 2008.
- Group profit increased by 79,30 % from 4,4 MEUR to 8,0 MEUR, which represents a
margin of 7,2 % versus 3,9 % in 2008.
Financial structure: Net debt decreased from 14,2 MEUR as of December 31, 2008 to
2,2 MEUR as per December 31, 2009. This represents a gearing ratio of 4,9% versus 35,8
% in 2008.
KEY FINANCIAL DATA
Consolidated annual results of Miko Group
31.12.2009
KEUR
31.12.2008
KEUR
Fluctuation
2009/2008
Revenue
111.160
113.328
-1,91%
Depreciation and amortization
7.580
8.057
-5,91%
EBITDA
18.833
14.887
26,50%
EBIT
11.252
6.831
64,73%
Financial costs - net
- 951
- 1.350
EBT
10.301
5.481
87,94%
Income tax expense/(income)
- 2.325
- 1.033
125,16%
7.976
4.448
79,30%
4.389
80,66%
4.389
80,66%
32,32%
Group profit attributable to owners of the
7.929
parent
Current Group profit for the year
7.929
Current cash flow
17.835
13.478
Number of shares (ordinary)
1.241.650
1.241.300
Basic earnings per share (in EUR)
6,39
3,54
80,52%
Net profit per share (in EUR)
6,39
3,54
80,52%
Current cash flow per share (in EUR)
14,37
10,86
32,22%
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Gross-dividend per share (in EUR)
0,96
0,87
10,0%
CONSOLIDATED INCOME STATEMENT
Revenue decreased by 1,91% from 113,3 MEUR to 111,2 MEUR. The coffee segment remained
stable (-0,12%) while the plastics segment noted a decrease of 2,2 MEUR or -3,82%.
The coffee segment remained stable despite an average exchange rate of the British Pound
that was 11% lower than in previous years. In Germany and France, Miko realised growth of
12% and 5% respectively.
The decrease in revenues in the plastics segment was the result of a decrease in the price of
commodities. The production center in Poland generated a growth of 43%. A fine summer
resulted in an increase in demand of ice cream cartons in Germany, and the acceleration of
the margarine project.
EBITDA increased by 26,50% from 14,9 MEUR to 18,8 MEUR and operating profit (EBIT)
increased by 64,73% from 6,8 MEUR to 11,3 MEUR.
Group profit increased by 79,30% from 4,4 MEUR to 8,0 MEUR.
Current Group profit increased from 4,4 MEUR to 8,0 MEUR, an increase of 80,66%. Current
cash flow increased by 32,32% from 13.5 MEUR to 17,8 MEUR.
Earnings per share increased from 3,5 euro per share to 6,4 euro per share.
INVESTMENTS
In 2009 investments amounting to 5,9 MEUR were made in intangible assets and property,
plant and equipment.
Investments in plant and machinery amounted to 3,2 MEUR. These investments are primarily
for injection moulding machines and moulds.
Investments in equipment amounted to 2,3 MEUR, relating primarily to coffee machines.
RESULTS AND PROPOSAL FOR PROFIT DISTRIBUTION OF MIKO NV
Consolidated: 2009 consolidated net profit of the group amounted to 7.929.393 euros.
Statutory: Parent entity Miko NV recognises in 2009 a net profit for the year of 3.450.102,73
euros.
We propose to distribute the results for the year and to transfer the results of the previous year,
representing a combined amount of 3.457.619,17 euros, as follows:
1. Return on capital amounting to 1.191.984 euros, comprising a gross dividend of 0.96
euros per share. We propose that the net dividend of 0.72 euro per share be paid out
by KBC Bank from June 1, 2010.
2. Additions to available reserves amounting to 2.260.700 euros.
3. Transfer to the subsequent year amounting to 4.935,17 euros.
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APPOINTMENT DIRECTORS AND AUDITOR
In 2009 no mandates were terminated or renewed.
The mandate of PricewaterhouseCoopers as auditor ends at the annual general shareholders
meeting of 2010.
The Board of Directors proposes to extend the mandate of
PricewaterhouseCoopers until the annual general shareholders meeting of 2013.
DECLARATION REGARDING ACCOUNTING POLICIES
The Board confirms that the accounting policies included in the notes to the financial
statements are appropriate. Provided the current activities and circumstances, Miko expects
to continue to generate profits, ensuring continuity of the group.
EVENTS AFTER THE REPORTING PERIOD WHICH HAVE AN IMPACT ON THE RESULT
AND FINANCIAL POSITION AS OF 31 DECEMBER 2009
No significant events have occurred after the reporting period affect the result and financial
position of Miko NV as of December 31, 2009.
OTHER IMPORTANT EVENTS AFTER THE END OF THE REPORTING PERIOD
No significant events have occurred after the reporting period.
RISKS
The group consists of two segments, namely coffee and plastics. The raw material prices for
both divisions are dependent on international pricing and fluctuations in the US dollar. This
uncertainty is inherent to the group entities.
2009 was marked by volatile commodity prices, with notable increases to ‘arabic coffee’
(quality coffee) and decreases for robust coffee resulting from a large harvest in Vietnam.
Miko has maintained its quality standards and decided not to adjust prices is most countries
but to focus its strategy of maintaining market share.
ACQUISITION OF OWN SHARES
In 2009 the group purchased 200 shares for the share-based payment plan. At the end of
2009, the group had 350 own shares with a total value of 13.300 euros. In 2009 200 options
were exercised by employees.
As the 350 own shares as of March 29, 2010 are not entitled to dividends, the total dividend is
to be distributed over 1.241.650 shares.
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CONFLICT OF INTEREST OF THE DIRECTORS
The Directors report that during the year no transactions or decisions have occurred to which
Article 523 of the companies’ law should be applied.
INFORMATION REGARDING RESEARCH AND DEVELOPMENT
In 2009, 72.969,36 euros were spent on research and development activities.
BRANCHES
The group has no branches.
USAGE OF FINANCIAL INSTRUMENTS
Given the nature and activities of the group in 2009, no derivative financial instruments are
used.
CONCLUSION
We request that you approve the financial statements of December 31, 2009, which we
believe provide a true and fair view of the position of the group and to discharge us and the
auditor from further responsibilities.
Completed in Turnhout on March 29, 2010
The Board of Directors
Frans Van Tilborg
Managing Director
Frans Michielsen
Managing Director
Management committee
Group
chairman
Miko
14. Responsibility statement
We hereby certify that, to the best of our knowledge, the consolidated financial statements
as of December 31, 2009, prepared in accordance with International Financial Reporting
Standards, as adopted by the European Union, and with the legal requirements applicable in
Belgium, give a true and fair view of the assets, liabilities, financial position and profit or loss of
the company and the undertakings included in the consolidation taken as a whole, and that
the management report includes a fair review of the development and performance of the
business and the position of the company and the undertakings included in the consolidation
taken as a whole, together with a description of the principal risks and uncertainties that they
face.
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On behalf of the Board of Directors
Frans van Tilborg
Managing Director
Frans Michielsen
Managing Director
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15. STATUTORY AUDITOR'S REPORT TO THE GENERAL SHAREHOLDERS’ MEETING
ON THE CONSOLIDATED ACCOUNTS OF THE COMPANY MIKO NV AS OF AND
FOR THE YEAR ENDED DECEMBER 31, 2009
As required by law and the company’s articles of association, we report to you in the context
of our appointment as the company’s statutory auditor. This report includes our opinion on
the consolidated accounts and the required additional disclosure.
Unqualified opinion on the consolidated accounts
We have audited the consolidated accounts of Miko NV and its subsidiaries (the “Group”) as
of and for the year ended December 31, 2009, prepared in accordance with International
Financial Reporting Standards, as adopted by the European Union, and with the legal
requirements applicable in Belgium. These consolidated accounts comprise the consolidated
balance sheet as of December 31, 2009 and the consolidated statements of income,
changes in shareholders’ equity and cash flows for the year December 31, 2009 then ended,
as well as the summary of significant accounting policies and other explanatory notes. The
total of the consolidated balance sheet amounts to EUR (000) 77.567 and the consolidated
statement of income shows a profit for the year, group share, of EUR (000) 7.976.
The company's board of directors is responsible for the preparation of the consolidated
accounts. This responsibility includes: designing, implementing and maintaining internal
control relevant to the preparation and fair presentation of consolidated accounts that are
free from material misstatement, whether due to fraud or error; selecting and applying
appropriate accounting policies; and making accounting estimates that are reasonable in
the circumstances.
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Our responsibility is to express an opinion on these consolidated accounts based on our audit.
We conducted our audit in accordance with the legal requirements applicable in Belgium
and with Belgian auditing standards, as issued by the "Institut des Reviseurs
d'Entreprises/Instituut der Bedrijfsrevisoren". Those auditing standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated
accounts are free of material misstatement.
In accordance with the auditing standards referred to above, we have carried out
procedures to obtain audit evidence about the amounts and disclosures in the consolidated
accounts. The selection of these procedures is a matter for our judgment, as is the assessment
of the risk that the consolidated accounts contain material misstatements, whether due to
fraud or error. In making those risk assessments, we have considered the Group’s internal
control relating to the preparation and fair presentation of the consolidated accounts, in
order to design audit procedures that were appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Group’s internal control. We
have also evaluated the appropriateness of the accounting policies used and the
reasonableness of accounting estimates made by management, as well as the presentation
of the consolidated accounts taken as a whole. Finally, we have obtained from the board of
directors and Group officials the explanations and information necessary for our audit. We
believe that the audit evidence we have obtained provides a reasonable basis for our
opinion.
In our opinion, the consolidated accounts give a true and fair view of the Group’s net worth
and financial position as of December 31, 2009 and of its results and cash flows for the year
then ended in accordance with International Financial Reporting Standards, as adopted by
the European Union, and with the legal requirements applicable in Belgium.
Additional remark
The company’s board of directors is responsible for the preparation and content of the
management report on the consolidated accounts
Our responsibility is to include in our report the following additional remark, which does not
have any effect on our opinion on the consolidated accounts:
81
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•
The management report on the consolidated accounts deals with the information
required by the law and is consistent with the consolidated accounts. However, we are
not in a position to express an opinion on the description of the principal risks and
uncertainties facing the companies included in the consolidation, the state of their affairs,
their forecast development or the significant influence of certain events on their future
development. Nevertheless, we can confirm that the information provided is not in
obvious contradiction with the information we have acquired in the context of our
appointment.
Antwerp, March 31, 2010
The statutory auditor
PricewaterhouseCoopers Reviseurs d’Entreprises / Bedrijfsrevisoren
Represented by
Filip Lozie
Réviseur d'Entreprises / Bedrijfsrevisor
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STATUTORY FINANCIAL
STATEMENTS MIKO NV
1.STATUTORY ACCOUNTS MIKO NV
BALANCE SHEET
Condensed balance sheet on December 31, 2009 and 2008 (*).
2009
(EUR)
2008
(EUR)
ASSETS
II.
Intangible assets
III.
Financial assets
IV.
105.023
380.560
452.850
62.857.687
62.107.686
NON-CURRENT ASSETS
V.
Other receivables > 1 year
VII.
VIII.
82.798
63.343.270
62.643.335
0
0
Receivables < 1 year
1.415.565
1.701.337
Deposits
1.263.300
13.300
IX.
995.757
384.060
X.
Deferred charges and accrued income
162.779
449.897
CURRENT ASSETS
3.837.401
2.548.594
TOTAL ASSETS
67.180.671
65.191.929
LIABILITIES
I.
Share capital
5.065.000
5.065.000
IV.
Reserves
58.842.733
56.582.033
V.
Retained earnings
4.935
7.516
EQUITY
VII.
Provisions
63.912.668
196.044
PROVISIONS AND DEFERRED TAXES
VIII.
IX.
Current liabilities
X.
Accrued charges and deferred income
61.654.549
203.542
196.044
203.542
0
0
3.071.959
3.326.586
0
7.251
LIABILITIES
3.071.959
3.333.837
TOTAL LIABILITIES
67.180.671
65.191.929
(*) The complete statutory accounts are available at the registered office of the Miko Group.
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STATUTORY FINANCIAL
STATEMENTS MIKO NV
INCOME STATEMENT
Condensed income statement on December 31, 2009 en 2008.
INCOME STATEMENT
I.
OPERATING INCOME
Turnover
II.
B. Services and other goods
C. Employee benefit expense
D. Depreciation and amortization
E. Amounts written of stocks, contracts in
progress and trade debtors
F. Provisions
G. Other operating charges
2008
(EUR)
2.287.227
2.112.473
0
0
2.287.227
2.112.473
OPERATING CHARGES
A. Raw materials & consumables used
84
2009
(EUR)
2.287.790
2.351.504
0
0
869.786
797.367
1.232.051
1.274.641
193.253
284.905
0
0
- 7.499
- 5.634
199
225
III.
Operating profit/(loss)
IV.
Financial income
3.548.838
2.238.807
V.
Financial charges
- 76.077
- 104.292
VI.
Profit on ordinary activities before taxes
VII.
Extraordinary income
0
0
VIII.
Extraordinary charges
0
0
IX.
Profit of the period before taxes
X.
Income taxes
XI.
Profit of the period
3.450.103
1.880.860
XIII.
Profit to be appropriated
3.450.103
1.880.860
- 563
- 239.031
3.472.198
1.895.483
3.472.198
- 22.095
1.895.483
- 14.623
MIKO ENG
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Pagina 85
STATUTORY FINANCIAL
STATEMENTS MIKO NV
APPROPRIATION OF RESULT
2009
(EUR)
Profit of the year to be appropriated
Profit brought forward
3.457.619
1.880.860
7.516
2.753
0
0
Transfer to equity
To share capital and share premiums
To statutory reserves
To other reserves
1.883.613
3.450.103
Transfer from equity
From reserves
2008
(EUR)
0
0
- 2.260.700
0
- 800.000
0
0
0
- 2.260.700
- 800.000
- 4.935
- 7.516
Result to be appropriated
Profit for distribution
To the shareholders
- 1.191.984
- 1.191.984
- 1.076.097
- 1.076.097
2. REPORT OF THE BOARD OF DIRECTORS.
For the report of the board of directors we refer to the annual consolidated report of the Miko
Group.
3. STATUTORY AUDITOR'S REPORT TO THE GENERAL SHAREHOLDERS’ MEETING ON THE ANNUAL
ACCOUNTS OF THE COMPANY MIKO NV AS OF AND FOR THE YEAR ENDED 31 DECEMBER 2009
As required by law and the company’s articles of association, we report to you in the context
of our appointment as the company’s statutory auditor. This report includes our opinion on
the annual accounts and the required additional disclosures.
Unqualified opinion on the annual accounts
We have audited the annual accounts of Miko NV as of and for the year ended 31
December 2009, prepared in accordance with the financial reporting framework applicable
in Belgium, and which show a balance-sheet total of EUR 67.180.671 and a profit for the year
of EUR 3.450.103.
The company's board of directors is responsible for the preparation of the annual accounts.
This responsibility includes: designing, implementing and maintaining internal control relevant
to the preparation and fair presentation of annual accounts that are free from material
misstatement, whether due to fraud or error; selecting and applying appropriate accounting
policies; and making accounting estimates that are reasonable in the circumstances.
Our responsibility is to express an opinion on these annual accounts based on our audit. We
conducted our audit in accordance with the legal requirements applicable in Belgium and
with Belgian auditing standards, as issued by the "Institut des Reviseurs d'Entreprises/Instituut
der Bedrijfsrevisoren". Those auditing standards require that we plan and perform the audit to
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STATUTORY FINANCIAL
STATEMENTS MIKO NV
obtain reasonable assurance about whether the annual accounts are free of material
misstatement.
In accordance with the auditing standards referred to above, we have carried out
procedures to obtain audit evidence about the amounts and disclosures in the annual
accounts. The selection of these procedures is a matter for our judgment, as is the assessment
of the risk that the annual accounts contain material misstatements, whether due to fraud or
error. In making this risk assessment, we have considered the company’s internal control
relating to the preparation and fair presentation of the annual accounts, in order to design
audit procedures that were appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the company’s internal control. We have also
evaluated the appropriateness of the accounting policies used and the reasonableness of
accounting estimates made by management, as well as the presentation of the annual
accounts taken as a whole. Finally, we have obtained from the board of directors and
company officials the explanations and information necessary for our audit. We believe that
the audit evidence we have obtained provides a reasonable basis for our opinion.
In our opinion, the annual accounts give a true and fair view of the company’s net worth and
financial position as of 31 December 2009 and of its results for the year then ended in
accordance with the financial reporting framework applicable in Belgium.
Additional remarks
The company's board of directors is responsible for the preparation and content of the
management report, and for ensuring that the company complies with the Companies’
Code and the company’s articles of association.
Our responsibility is to include in our report the following additional remarks, which do not
have any effect on our opinion on the annual accounts:
86
•
The management report deals with the information required by the law and is
consistent with the annual accounts. However, we are not in a position to express an
opinion on the description of the principal risks and uncertainties facing the company,
the state of its affairs, its foreseeable development or the significant influence of certain
events on its future development. Nevertheless, we can confirm that the information
provided is not in obvious contradiction with the information we have acquired in the
context of our appointment.
•
Without prejudice to certain formal aspects of minor importance, the accounting
records are maintained in accordance with the legal and regulatory requirements
applicable in Belgium.
•
We have no knowledge of any transactions undertaken or decisions taken in breach of
the company's statutes or the Companies' Code such as we would be obliged to report
to you. The appropriation of results proposed to the general meeting is in accordance
with the relevant requirements of the law and the company’s articles of association.
MIKO ENG
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STATUTORY FINANCIAL
STATEMENTS MIKO NV
Antwerp, 31 March 2010
The Statutory Auditor
PricewaterhouseCoopers Reviseurs d’Entreprises/Bedrijfsrevisoren
Represented by
Filip Lozie
Bedrijfsrevisor
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MIKO ENG
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Pagina 89
USEFUL INFORMATION & NOTES
ADRESSES
B
Miko NV (BE 0404.175.739)
Steenweg op Mol 177, B-2300 Turnhout
+32 (0)14 - 46 27 70
+32 (0)14 - 46 27 99
[email protected] • http://www.miko.be
Miko Koffie NV
Steenweg op Mol 177
B-2300 Turnhout
MPC-DG Plastics NV
Steenweg op Turnhout 160
B-2360 Oud-Turnhout
Wayenborgstraat 14
B-2800 Mechelen
Mepaco NV
Steenweg op Mol 177
B-2300 Turnhout
UK
Miko Coffee Ltd
‘Beverages House’
7 Ember Centre, Hersham Trading Estate
Hersham Surrey KT12 3PU
3 Newbery Commercial Centre
Fair Oak Close, Exeter Airport Business Park
Clyst Honiton
Exeter EX5 2UL
Unit B3(3), Harvey Court
Moss Industrial Estate, St Helens Road
Leigh WN7 3PT
The Cornish Coffee Company Ltd
Miko House, Parc Erissey Industrial Estate
New Portreath Road, Redruth
Cornwall TR16 4HZ
PL
F
Zone Industrielle du Chemin Vert
rue de l’Angoumois 8
F-95815 Argenteuil - Cedex
NL
Industrieterrein De Schaapsloop
Korte Voren 3
NL-5555 XS Valkenswaard
D
Molkereistrasse 46B
D-47589 Uedem
Leo Coffee GmbH.
Molkereistrasse 46A
D-47589 Uedem
Financial calendar 2010/2011
• Q1 trading update
• Annual general meeting of share holders
• Dividend payable
• Half year turnover 2010
• Half year results 2010
• Q3 trading updat
• End of financial year
• Turnover 2010
• Annual general meeting of share holders
• Dividend payable
MPC-MCO Sp. z o.o.
ul. Dąbrowa 21
PL-85-147 Bydgoszcz
CZ
Miko Kava s.r.o.
Budilovská 167
CZ-14200 Praha 4 - Písnice
SK
Miko Kava s.r.o.
Dlha ul. 401
SK-97213 Nitranske Pravno
AUS
Miko Coffee Australia
Beverage Marketing Australia (Pty) Ltd
Unit 1,
6 Kerryl Street,
Kunda Park, QLD 4556,
Australia
First week of May 2010
May 12th 2010
June 1st 2010
August 2010
August 2010
First week of November 2010
December 31st 2010
Last week of March 2011
May 11th 2011
June 1st 2011
89
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ABSTRACT
90
CONSOLIDATED KEY FIGURES
1-
FOREWORD FROM THE MANAGING DIRECTORS
3-
ACTIVITY REPORTS
1. PROFILE AND ORGANISATIONAL STRUCTURE OF THE MIKO GROUP
DE NIEUWE GROEPSSTRUCTUUR
2. EVALUATION OF THE COFFEE SERVICE DIVISION
2.1. INVESTMENTS
2.2. IMPORTANT EVENTS IN 2009
2.3. NATIONAL DEVELOPMENT
3. EVALUATION OF THE PLASTIC PROCESSING DIVISION
3.1. INVESTMENTS
3.2. IMPORTANT DEVELOPMENTS IN 2009
3.3. KEY DEVELOPMENTS IN BELGIUM
3.4. MPC HORDIJK VERPACKUNG IN GERMANY
3.5. MPC-MCO IN POLAND
4. HUMAN RESOURCES
4.1. THE WINNING TEAM
4.2. TRAINING FOR AFTER-SALES EMPLOYEES
5. ENVIRONMENT AND SAFETY POLICY
5.1. ENVIRONMENT
5.2. SAFETY
6. CORPORATE SOCIAL RESPONSIBILITY: PEOPLE, PLANET, PLEASURE
7. IMPORTANT EVENTS AFTER THE BALANCE SHEET DATE
8. MISSION AND STRATEGY
9. PROSPECTS FOR 2010
10. PROPOSAL FOR PROFIT-SHARING
11. EVOLUTION OF THE MIKO SHARE ON EUROLIST BY EURONEXT BRUSSELS
55810 10 10 12 17 17 17 18 21 21 22 22 23 24 24 24 26 26 26 27 28 28 -
CORPORATE GOVERNANCE
1. BOARD OF DIRECTORS
1.1. COMPOSITION
1.2. WORKING
1.3. ATTENDANCE
1.4. ADVISORY COMMITTEES
2. EXECUTIVE MANAGEMENT
2.1. THE OPERATING COMMITTEE
2.2. THE EXPORT COMMITTEE
2.3. MANAGEMENT TEAMS
2.4. OVERVIEW OF THE EXECUTIVE BOARD OF THE OVERSEAS SUBSIDIARIES
3. REMUNERATION REPORT
4. SHAREHOLDER STRUCTURE
5. AUDITING
29 29 29 30 31 31 33 33 34 34 36 37 37 38 -
1. GENERAL INFORMATION
2. CONSOLIDATED IFRS INCOME STATEMENT (KEUR)
3. CONSOLIDATED IFRS STATEMENT OF FINANCIAL POSITION (KEUR)
4. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
5. CONSOLIDATED STATEMENT OF CASH FLOWS
6. ACCOUNTING POLICIES
39 39 40 41 42 43 44 -
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7. SEGMENT INFORMATION
7.1. SEGMENT INFORMATION
7.2. GEOGRAPHICAL INFORMATION
8. NOTES TO THE INCOME STATEMENT
8.1. OTHER OPERATING INCOME AND EXPENSES
8.2. RAW MATERIALS AND CONSUMABLES USED
8.3. EMPLOYEE BENEFIT EXPENSE
8.4. FINANCIAL INCOME AND COSTS
8.5. INCOME TAX EXPENSE
9. NOTES TO THE STATEMENT OF FINANCIAL POSITION
9.1. PROPERTY, PLANT AND EQUIPMENT
9.2. INTANGIBLE ASSETS
9.3. NON-CURRENT TRADE AND OTHER RECEIVABLES
9.4. INVENTORIES
9.5. CURRENT TRADE AND OTHER RECEIVABLES
9.6. CASH AND CASH EQUIVALENTS
9.7. CAPITAL MANAGEMENT
9.8. BORROWINGS
9.9. TRADE AND OTHER PAYABLES
9.10. PROVISIONS
9.11. DEFERRED INCOME TAX ASSETS
9.12. DEFERRED INCOME TAX LIABILITIES
9.13. CONTINGENT LIABILITIES AND COMMITMENTS
9.14. OVERVIEW OF SHARES
9.15. RELATED PARTIES
9.16. SCOPE OF CONSOLIDATION
10. EVENTS AFTER THE REPORTING PERIOD
11. DISCLOSURE OF THE USE OF FINANCIAL INSTRUMENTS
12. REMUNERATION OF THE AUDITOR AND COMPANIES WITH WHOM THE
AUDITOR IS ASSOCIATED
14. RESPONSIBILITY STATEMENT
15. STATUTORY AUDITOR'S REPORT TO THE GENERAL SHAREHOLDERS’ MEETING
ON THE CONSOLIDATED ACCOUNTS OF THE COMPANY MIKO NV AS OF AND
FOR THE YEAR ENDED DECEMBER 31, 2009
52
52
54
55
55
55
56
57
57
59
59
60
63
63
64
66
66
67
69
69
70
70
71
72
73
74
74
75
75
-
STATUTORY FINANCIAL STATEMENTS MIKO NV
1. STATUTORY ACCOUNTS MIKO NV
3. REPORT OF THE COMMISSIONER
83 83 85 85 -
USEFUL INFORMATION
1. ADDRESSES
2. FINANCIAL CALENDAR 2010/2011
89 89 89 -
NOTES
93 -
75 79 81 -
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NOTES
93
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NOTES
94
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NOTES
95
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NOTES
•••
Should any questions remain, please contact:
Miko NV, Frans Michielsen,
+32 (0)14 - 46 27 70
•••
All information that has been made available to the public during the year 2009,
can be found on the website of the company: www.miko.eu
Relevant changes that occurred after the closing of the financial year, are included in this report,
in other words it contains a description of the relevant facts up till the board meeting of March 2010.
Despite our attempt to provide up-to-date information, we cannot exclude the possibility that some
of the information may already be outdated.
For the most current information, please visit our website.
This information is related to the regulatory requirements of article 66 of the prospectus regulations.
96
Thinking outside the box

Annual report 2009

Transcription

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