NOUMI LIMITED — Annual Report 2012

Aug 30, 2012

Preliminary Final Report Appendix 4E FY 2012

Freedom Foods Group Limited Full Year Results Announcement FY 2012 (Previous corresponding reporting period 30 June 2011)

A.B.N 41 002 814 235

Listing Rule 4.3A –item 2 Results for Announcement to the Market

CONSOLIDATED ENTITY In thousands of AUD	30 June 2012 $’000 Percentage change over previous corresponding period	30 June 2012 $’000 Percentage change over previous corresponding period
Revenues Net Profit	58,137 3,012 28.2 % increase 31.4 % decrease
Dividends(distributions)	Amount per security
Interim Dividend Paid, Ordinary Shares Fully Franked at 30% tax rate	Nil
Final Dividend Payable, Ordinary Shares (1) Fully Franked at 30% tax rate Payable 30th November 2012	$0.01
Record date for determining entitlements to the Final Dividend	31stOctober 2012
Dividend paid Converting Redeemable Preference Shares	$0.014
Dividend payable Converting Redeemable Preference Shares Fully Franked at 30% tax rate Payable 2nd November 2012	$0.014
Record date for determining entitlements to the CRPS dividend	2ndOctober 2012

1. The Final Ordinary Dividend is eligible for participation in the Company’s Dividend Reinvestment Plan (DRP). The DRP provides shareholders with the opportunity to reinvest some or all of their dividends in the Company’s shares without incurring brokerage or other transaction costs. The DRP is offered at a 5% discount to the weighted average share price calculated based on the 5 days trading prior to the record date for dividends. Shareholders wishing to participate in the DRP should contact the Company’s share register Boardroom Pty Limited on 1300 737 600. Application to participate in the DRP must be made 15 business days prior to the record date for entitlements.

Net tangible assets per security

Net tangible assetsper security
	30 June 2012	30 June 2011
Net tangible assets (in thousands of AUD)	25,782	28,495
Net assets (in thousands of AUD)	47,270	49,983
Total number of ordinary shares (in thousands)	77,996	77,497
Total number of converting redeemable preference shares (in thousands)	19,415	19,415
Total number of shares (ordinary + CRPS)	97,411	96,912
Net assets per security (in dollars of AUD)	0.49	0.52
Net tangible assets per security (in dollars of AUD)	0.26	0.29

2012 Annual General Meeting, Annual Report and Notice of Meeting

The Company’s Annual General Meeting for FY 2012 will be held at 12pm on Friday 26th October at the offices of Deloittes, Level 9, 225 George Street, Sydney. The Annual Report and Notice of Meeting will be dispatched to shareholders on or around 27[th] September 2012.

Compliance Statement

• This Appendix 4E has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

• This Appendix 4E, and the accounts upon which the Appendix 4E is based (if separate), use the same accounting policies.

• This Appendix 4E does give a true and fair view of the matters disclosed

• This Appendix 4E is based on financial statements which are in the process of being audited.

• The entity has a formally constituted audit and risk management committee.

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Rory J F Macleod Managing Director

31st August 2012

FREEDOM FOODS GROUP LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

Notes	Consolidated $000
Revenue from sale of goods 1 Cost of sales Gross profit Other income 1 Marketing expenses Selling and distribution expenses Administrative expenses 2 Finance costs 2 Profit on sale of A2DP shares Impairment of Goodwill Write off of non recurring legal expense and unrecoverable amounts 10 Profit before income tax Income tax (expense)/benefit Profit for the year Other comprehensive income Total comprehensive income for the year Profit attributable to: Owners of the parent Non-controlling interests Total comprehensive income attributable to: Owners of the parent Non-controlling interests Earnings per share From continuing operations: Basic earnings per share (cents per share) 3 Diluted earnings per share (cents per share) 3 Ordinary Dividends per share paid - Final 2011 (cents per share) CRPS Dividends per share paid - Final 2011(cents per share) CRPS Dividends per share paid - Interim 2012 (cents per share) Share of profit of associates accounted for using the equity method Profit before depreciation, income tax, finance costs and equity accounted Depreciation Profit before income tax, finance costs and equity accounted investments Share of profit of joint ventures accounted for using the equity method	2012 2011 58,137 45,353 (40,549) (31,262)
	17,588 14,091 468 403 (2,419) (2,042) (6,746) (5,338) (3,550) (3,160)
	5,341 3,954 (1,372) (1,092)
	3,969 2,862 (1,813) (1,529) - 3,884 - (1,778) (120) (326) 564 841 650 295
	3,250 4,249 (238) 138
	3,012 4,387
	- -
	3,012 4,387
	3,012 4,387 - -
	3,012 4,387
	3,012 4,387 - -
	3,012 4,387
	3.88 5.67 3.03 4.90 0.05 0.05 0.20 - 0.14 0.10

Notes to the financial statements are included.

FREEDOM FOODS GROUP LIMITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2012

Notes	Consolidated $000
Assets Current assets Cash and cash equivalents 7(a) Trade and other receivables Other financial assets Inventories Prepayments Total Current Assets Non-current assets Investments in associates Deferred tax assets Property, plant and equipment Goodwill Other intangible assets Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Borrowings 4 Current tax liabilities Loans payable to related parties 5 Other liabilities Provisions Total current liabilities Non-current liabilities Trade and other payables Borrowings 4 Provisions Total non-current liabilities Total liabilities Net assets Equity Capital and Reserves Equity attributable to owners of the company Issued capital Reserves Retained earnings Total equity	2012 2011 767 182 17,746 10,097 81 - 13,144 5,349 643 665
	32,381 16,293
	12,357 11,440 2,036 2,140 35,619 24,095 5,214 5,214 16,274 16,274
	71,500 59,163
	103,881 75,456
	15,196 5,579 19,001 10,357 816 - 8,064 - - 53 902 855
	43,979 16,844
	73 504 12,395 7,995 164 130
	12,632 8,629
	56,611 25,473
	47,270 49,983
	39,508 39,288 (3,901) 1,006 11,663 9,689
	47,270 49,983

Notes to the financial statements are included.

FREEDOM FOODS GROUP LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

Notes	Consolidated $000
Cash flows from operating activities Receipts from customers Payments to suppliers and employees Cash generated from operations Interest and other costs of finance paid Income tax (paid) / refund Receipt of government grants Net cash provided by operating activities 7(b) Cash flows from investing activities Proceeds from disposal of property, plant and equipment Payment for property, plant and equipment Investment in Equity Interest Net cash inflow on acquisition of sudsidiary Costs associated with Sale of Joint Venture Proceeds from related party loan Advance to Joint Venture Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares Payment of share issue costs Dividends paid Proceeds from borrowings Repayment of borrowings Net cash provided by financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of financial year Cash and cash equivalents at end of financial year 7(a)	2012 2011 55,926 44,143 (51,728) (40,061)
	4,198 4,082 (1,808) (1,612) (119) 152 182 75
	2,453 2,697
	18 - (5,144) (2,460) (2,064) (812) 168 - - (383) 2,064 - (1,438) (356)
	(6,396) (4,011)
	211 5,825 (6) (192) (1,020) (359) 7,631 11,108 (2,288) (13,520)
	4,528 2,862
	585 1,548 182 (1,366)
	767 182

Notes to the financial statements are included.

FREEDOM FOODS GROUP LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

CONSOLIDATED Balance as at 30 June 2010 Equity issues Share issue costs Related income tax Profit for the year Other comprehensive income for the year Total comprehensive income for the year Recognition of share-based payments Dividends paid Balance as at 30 June 2011 Equity issues Share issue costs Related income tax Acquisition of subsidiary under common control Profit for the year Other comprehensive income for the year Total comprehensive income for the year Recognition of share-based payments Dividend paid Balance as at 30 June 2012	Fully paid ordinary shares CRPS Shares Retained earnings Equity - settled employee benefits reserve Other Reserve Asset revaluation reserve Total $'000 $'000 $'000 $'000 $'000 $'000 $'000 33,637 - 5,707 446 - 473 40,263 18 5,824 - - - - 5,842 - (272) - - - - (272) - 81 - - - - 81 - - 4,387 - - - 4,387 - - - - - - - - - 4,387 - - - 4,387 - - - 87 - - 87 - - (405) - - - (405) 33,655 5,633 9,689 533 - 473 49,983 229 - - - - - 229 (9) - - - - - (9) - - - - - - - - - - - (5,013) (5,013) - - 3,012 - - - 3,012 - - - - - - - - - 3,012 - - - 3,012 - - - 106 - - 106 - - (1,038) - - - (1,038) 33,875 5,633 11,663 639 (5,013) 473 47,270 Attributable to equity holders of the parent	Non controlling interest Total Equity $'000 $'000 - 40,263
		- 5,842 - (272) - 81 - 4,387 - -
		- 4,387 - 87 - (405)
		- 49,983
		- 229 - (9) - - (5,013) - 3,012 - -
		- 3,012 - 106 - (1,038)
		- 47,270

Notes to the statement of changes in equity are included.

NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

Revenue Continuing operations - Sale of goods - Interest received - Loans and receivables - Cash and cash equivalents - License fee Other revenue - Government/State grants - refer below - Gain/(loss) on disposal of fixed assets - Payroll Tax Refund - Rental income - Management fee received	Consolidated
	$000
	2012 2011 58,132 45,256 5 25 - 72
	58,137 45,353
	120 81 21 - 75 70 - 14 252 238
	468 403

1 Revenue

The above grants are the Export Market Development Grant received or receivable for 2012 and 2011 (2012: $51,000, 2011: $20,000), State Training Grant (2012: $6,000, 2011: $30,000) and Department of Education, Employment and Workplace Relations Grant (2012: $63,500, 2011: $31,000).

Profit for the year before tax Profit for the year was arrived at after charging the following expenses: Finance costs - Interest on bank overdrafts and loans - Interest on obligations under finance leases Total borrowing costs Depreciation on property, motor vehicles, plant and equipment Gain on disposal of plant and equipment Rental expense on operating leases (equipment) Rental expense on operating leases (property) Research and development costs expensed Impairment of trade receivables Employee benefit expense Post employment benefits - defined contribution plans Share-based payments - equity settled share based payments Other employee benefits Total employee benefit costs	Consolidated
	$000
	2012 2011 1,741 1,502 72 27
	1,813 1,529
	1,372 1,092 (21) - 221 145 159 73 330 500 (1) (27) 1,349 580 106 87 6,692 4,959
	8,147 5,626

2 Profit for the year before tax

(i) The Group uses derivative financial instruments to hedge its exposure to foreign exchange risks arising from operational, financing and investment activities.

In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments for trading purposes.

During the financial year the Group utilised foreign exchange contracts for the purchase of inventory. The foreign exchange contracts were denominated in USD and CAD. As at 30 June 2012 we held foreign exchange contracts totalling USD1,502,000 and CAD652,000.

The contracts related to highly probable forecasted transactions for the purchase of inventory for the Specialty Seafood business (Salmon and Sardines) and the Freedom Foods business (Cereals and Spreads) with the purchase consideration being settled in the above currencies. The Group's objective in entering into foreign exchange contracts is to provide certainty to the income and cash flow implications for the designated foreign currency purchase, relating to purchase of inventory.

As the Group does not utilise hedge accounting, derivative financial instruments held by the Group are required under the Australian Accounting Standards to be valued at fair value as at balance sheet date. A valuation at fair value assumes that the Group would settle the contracts at a specific date and recognise a gain or loss depending on the prevailing spot rate at value date, even though the intention of the Group is to settle the contract at contract expiry in relation to the purchase of inventory or an asset required for manufacturing.

The gain or loss value at fair value is required by Australian Accounting Standards to be recognised in profit or loss. The foreign exchange contracts open as at 30 June 2012 had a fair value loss of $115,000 (CAD26,000 and USD89,000). This being immaterial the valuation of foreign exchange contracts held at balance date reflected no adjustment. At 30 June 2011 the fair value loss was $18,000 against USD foreign exchange contracts held.

Earnings per share Basic earnings per share Diluted earnings per share The earnings and weighted average number of ordinary shares used in the calculation of basic and diluted earnings per share are as follows: (a) Earnings used in the calculation of basic EPS (b) Earnings used in the calculation of diluted EPS (d) Weighted average number of ordinary shares used in the calculation of diluted EPS calculation of basic EPS (c) Weighted average number of ordinary shares outstanding during the year used in the calculation of diluted EPS including CRPS	Consolidated
	2012 2011
	Centsper share
	3.88 5.67 3.03 4.90
	$000
	3,012 4,387 3,012 4,387
	Number '000
	77,599 77,435 99,518 89,456

3 Earnings per share

During 2012, 19,414,800 Convertible Redeemable Preference Shares were outstanding. During 2012, 19,376,362 options over ordinary shares were outstanding (exercisable at $0.40 cents per share).

At 30 June 2012, 19,222,791 ordinary share options and 6,250,000 employee share options were outstanding (Exercisable at $0.40 cents per share).

Borrowings Secured - at amortised cost Current Loan payable (i) Finance leases (ii) (iii) Finance Facility (i) Non-current Loan payable (i) Finance leases (ii) (iii) Disclosed in the financial statements as: Current borrowings Non-current borrowings	Consolidated
	$000
	2012 2011 5,578 2,913 2,761 1,396 10,662 6,048 7,532 3,150 4,863 4,845
	31,396 18,352
	19,001 10,357 12,395 7,995
	31,396 18,352

4 Borrowings

(i) Secured by assets.

(ii) Secured by leased assets.

(iii) Included as part of the finance leases is the Equipment Financing utilised to purchase equipment for Leeton and Taren Point 3rd Line.

Loans payable to related parties Loans from Leppington Pastoral Company	Consolidated
	$000
	2012 2011 8,064 -

5 Loans payable to related parties

During the year the above loan attracted interest payable at 10% per annum.

6	Dividends Recognised amounts Fully paid ordinary shares Final dividend: fully franked at 30% tax rate Interim dividend: fully franked at 30% tax rate Convertible Redeemable Preference Shares Final dividend: fully franked at 30% tax rate Interim dividend: fully franked at 30% tax rate	Cents per Total Cents per Total share $'000 share $'000 2012 2011
		0.05 370 - - - - 0.05 386.00 0.20 388 - - 0.14 262 0.10 19.00

On 31 August 2012, the directors declared a fully franked final dividend of $0.01 cents per share to the holders of fully paid ordinary shares in respect of the financial year ending 30 June 2012 to be paid to shareholders (registered as at 31st October 2012) on 30th November 2012 and dividends for the converting preference shareholders (registered on 2nd October 2012) on 2nd November 2012. The total estimated dividend to be paid is $780k for ordinary dividend and $272k for the CRPS dividend.

Adjusted franking account balance Impact on franking account balance of dividends not recognised	Parent
	2012 2011 $000
	230 298 (451) 334

7 Notes to the statement of cash flows

(a) Reconciliation of cash and cash equivalents

For the purposes of the statement of Cash Flows, cash and cash equivalents includes cash on hand and funds held in cash management and cheque accounts net of bank overdrafts. Cash at the end of the financial year as shown in the statement of cash flows is reconciled to the related items in the statement of financial position as follows:

Cash (b) Reconciliation of profit for the period to net cash flows from operating activities Profit for the year Depreciation of non current assets Movement in provision for employee entitlements Gain on disposal of assets Goodwill write off Profit on Sale of A2DP shares Interest recognised regarding Leeton facility using amortised cost method Share based payments Interest received Interest capitalised Gain in associates Gain in jointly controlled entity	Consolidated
	$000
	2012 2011
	767 182 3,012 4,387 1,372 1,092 (81) 136 (21) - - 1,778 - (3,884) 299 239 106 87 (5) (25) (360) (346) (650) (406) (564) (730)

Movements in Working Capital

Increase in trade and other receivables (Increase)/Decrease in inventory Increase in other assets Decrease/(Increase) in deferred tax assets Increase/(Decrease) in trade and other payables (Decrease)/Increase in provision for income tax Increase in provision for deferred income tax liability Net cash from operating activities	(830) (651) (3,157) 1,671 266 (42) (192) (1,379) 3,201 (579) 57 135 - 1,214
	2,453 2,697

8 Contingent liabilities

Bank guarantee arising from rental of office premises. No liability is expected to accrue.

Consolidated
$000
2012	2011
14	14

9 Parent entity disclosures

(a) Financial position Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Net Assets Equity Issued capital Reserves Retained earnings Total equity (b) Financial performance Profit for the year Other comprehensive income Total comprehensive income (c) Contingent liabilities of the parent entity Bank guarantee (d) Commitments for the acquisition of property, plant and equipment by the parent entity Plant and equipment, PV of minimum future lease payments Not longer than 1 year Longer than 1 year and not longer than 5 years Longer than 5 years	Parent
	$000 $000
	2012 2011
	2,117 129 59,657 53,575
	61,774 53,704
	8,507 442 1,309 1,321
	9,816 1,763
	51,958 51,941
	39,508 39,288 638 532 11,812 12,121
	51,958 51,941
	Parent
	$000 $000
	2012 2011
	729 9,176 - -
	729 9,176
	Parent
	$000 $000
	2012 2011
	14 14 Parent
	$000 $000
	2012 2011
	8 8 27 39 - -

10 Jointly controlled operations and assets

The Group was a venturer in the following jointly controlled operations and assets:

Name of venture Pactum Australia Pty Limited	Principal activity Contract beverage packing services	Output interest
		%
		2012 2011
		100 50

On 1st April 2012, Pactum Australia Pty Limited became a wholly owned subsidiary of the group.

The acquisition of Pactum Australia Pty Limited (“Pactum”) has been accounted for as a common control transaction as at the time of this transaction both Freedom Foods Group and Pactum Australia Pty Limited were controlled by the same shareholder. As a common control transaction, the acquisition does not reflect the fair value of assets and liabilities acquired or any recording of additional goodwill at the time of the acquisition of Pactum. The acquisition balance sheet of Pactum reflects the values for assets and liabilities acquired from Pactum's accounting records. The difference of $5,013,000 between the fair value of the consideration given and the carrying value of the assets and liabilities acquired is recognised as a common control reserve in the consolidated financial statements.

Reconciliation of movement in investments accounted for using the equity method:

Reconciliation of movement in investments accounted for using the equity method:
Balance at 1 July Share of profits for the year Acquisition of Pactum Australia Pty Limited Balance at 30 June	$000
	2012 2011 1,882 1,152 564 730 (2,446) -
	- 1,882

Summarised financial information in respect of Freedom Foods Group Limited's share in the joint venture is set out below:

Current assets Non current assets Total assets Current liabilities Non current liabilities Total Liabilities Net assets Shareholder funds Revenue Profit after income tax	$000
	2012 2011
	- 5,302 - 4,453
	- 9,755
	- 4,052 - 4,294
	- 8,346
	- 1,409
	- 1,409
	12,379 16,551 564 730