Operating and Financial Review

Transcription

1 Operating and Financial Review Summary Income Statement Total revenue 1, ,090.9 Group revenue Adjusted EBITA* - Tropical Produce activities - parent and subsidiaries share of joint ventures Total adjusted EBITA Net interest expense including share of joint ventures (1.2) (1.1) Adjusted profit before tax** - Tropical Produce activities Share of Balmoral s result - - Exceptional items (12.0) 0.1 Share of joint ventures tax charge (0.9) (0.9) Profit before tax per income statement Tax charge (excl share of joint ventures) (4.2) (4.0) Non-controlling interest charge (0.1) (0.2) Profit attributable to equity shareholders Adjusted fully diluted EPS cent*** Certain tables in this operating and financial review may not total due to roundings. * Adjusted EBITA is operating profit before exceptional items, interest and tax, including the equivalent share of joint ventures operating profits (and excluding, in earlier years, intangibles amortisation and the Group s 40% share of the result of Balmoral International Land Holdings plc ( Balmoral )). ** Adjusted profit before tax excludes exceptional items and the Group s share of its joint ventures tax charge (and in previous years the Group s share of Balmoral s result and amortisation changes). *** Adjusted EPS excludes exceptional items (and amortisation charges and the Group s share of Balmoral s result in earlier years). Revenue Total revenue, including the Group s share of its joint ventures, amounted to 1.22 billion in, an increase of 12.1%. Group revenue, excluding Fyffes share of its joint ventures, was million, 15.6% higher year on year. Excluding the positive translation impact of the weaker euro on the Group s US Dollar and Sterling denominated sales, underlying revenue growth in was 7%. This was mainly driven by further organic volume growth in the Group s banana and melon categories. The Group s share of revenue of its joint ventures was marginally lower in mainly due to a reduced shareholding in one of these businesses. 12 Fyffes plc Annual Report

2 Operating profit Fyffes reports separately the results of its tropical produce operations and its 40% share of the results of Balmoral, which it demerged in The Group s key performance measure for its tropical produce business is Adjusted EBITA (which is defined above). Fyffes tropical produce business produces, sources and distributes three product categories bananas, pineapples and melons. adverse impact on average selling prices. Towards the end of the year, the Group purchased additional melon farming assets in Guatemala which contributed to a mid-single digit increase in volumes in this category in the year and is expected to result in a 25% increase in volumes on a full year basis in Fyffes is pleased with the initial integration of these new farms and there has been a positive start to the /16 US melon import season. Fyffes has delivered another important step up in earnings in, its seventh consecutive year of growth. Adjusted EBITA was 5.7 million higher (+14.2%) at 45.8 million, compared to 40.1 million in. Cumulatively the Group s Adjusted EBITA has increased by 200% over that seven year period, representing a strong compound annual growth rate of 17%. Adjusted EBITDA of 56.1 million was 16.4% higher year on year. The key drivers of performance in the Group s tropical produce operations are average selling prices, exchange rates and the costs of fruit, shipping and fuel. Fyffes achieved a strong result in the banana category in, with a mid-teens percentage increase in operating profits. This was delivered despite a significant currency headwind, with the US Dollar strengthening by 16% and 7% against the euro and Sterling respectively during the year. The impact of this was partly mitigated by reductions in key input costs, further logistical efficiencies combined with lower fuel costs, operational efficiencies in the Group s distribution network and reductions in other import costs. Fyffes also secured increases in selling prices in some markets. The Group continued to grow its European market share, with a mid-single digit percentage increase in its banana volumes in the year. Fyffes pineapple operations also delivered a strong result in. As in the banana category, exchanges rates were a significant headwind due to the strength of the US Dollar. The Group secured increases in selling prices in most markets, helped by supply constraints as a result of poor weather in Costa Rica, the key production region. Fyffes total volumes were marginally lower for this reason, although production on the Group s own farms was slightly higher as a result of further yield improvements. Costs, particularly logistics and fuel, were lower year on year. Fyffes delivered a broadly satisfactory result in in its US melon business, although profits were down on the very strong result achieved in the previous year. There was adverse weather in the early part of the year in the production regions which increased costs and resulted in some quality issues in certain varieties for part of the season. This had a modest Balmoral International Land Holdings plc ( Balmoral ), in which the Group has a 40% shareholding, published its results for in September, reporting a profit attributable to equity shareholders of 6.7 million. Fyffes continues to maintain an impairment provision against the carrying value of its investment in Balmoral, which remains unchanged at 50,000. Balmoral has not yet reported its results. The total operating profit for the Group, which is Adjusted EBITA less exceptional items and the Group s share of its joint ventures interest and tax charges, amounted to 32.5 million for the year compared to 38.9 million in the previous year. Exceptional items As explained in more detail in note 27 of the financial statements, during, the Group decided to close its Irish defined benefit pension scheme to future accrual and to future liability due to the ever increasing cost of funding such schemes. Once-off final payments amounting to 20 million were made to settle the scheme deficit, to eliminate the possibility of a claim by the trustees in respect of member expectations in relation to the scheme and to facilitate transfers to the new defined contribution scheme. After eliminating the accounting deficit as at 31 July of 8.9 million, the incremental costs of 11.1 million, net of a settlement gain of 2.7 million arising under the measurement criteria of IAS 19, have been expensed in the income statement as an exceptional charge. In 2008, the European Commission published its Decision following the conclusion of its investigation into the supply of bananas in the Northern European region of the EEA. No adverse findings were made against Fyffes and no fine imposed on it. At the same time, the European Commission found the Group s German joint venture, Internationale Fruchtimport Gesellschaft Weichert GmbH & Co KG ( Weichert ) and Fresh Del Monte Produce Inc ( Del Monte ) jointly and severally liable for a fine of 14.7 million for breaches of Article 81 of the Treaty of Rome and Article 53 of the European Economic Area (EEA) Agreement relating to the supply of bananas to the Northern European region of Fyffes plc Annual Report 13

3 Exceptional items (continued) the EEA, in the period 1 January 2000 to 31 December Fyffes acquired its 80% interest in Weichert from Del Monte on 1 January The Commission found that Weichert was controlled by Del Monte throughout the period covered by the Decision. Weichert provided for a net exceptional charge of 3.7 million in its 2008 accounts in relation to this fine. While Fyffes has no liability in this matter, the Group s income statement in 2008 reflected Fyffes 80% share of the net exceptional charge recognised in Weichert s accounts, amounting to 2.9 million. There have been a number of appeals in relation to this case with a concluding judgement issued by the Court of Justice of the European Union ( CJEU ) on 24 June which confirmed a lower fine of 9.8 million, plus interest costs. Separately, Weichert and Del Monte reached an agreement in relation to the split of the fine. As a result of the decision of the CJEU and the agreement with Del Monte, Weichert has recognised a further exceptional charge of 3.6 million in its financial statements covering its share of the fine plus interest and related costs in full and final settlement of this long running matter. Fyffes 80% share of the additional charge recognised by Weichert amounts to 2.9 million and is being reported as an exceptional item. In March, Fyffes and Chiquita Brands International Inc ( Chiquita ) announced an intention to combine in an all share merger. In August, a consortium offered to purchase Chiquita in an all cash deal. Ultimately, Chiquita shareholders voted not to support the proposed merger with Fyffes at a special meeting in October and the business was sold to the consortium. During Fyffes wrote back costs amounting to 2 million, which had been accrued in in respect of this proposed merger, but were ultimately not incurred by the Group. Net tax credits of 1.1 million arose during the year in relation to these exceptional items. This exceptional tax credit has been excluded in the calculation of the Group s adjusted earnings per share. Financial expense Net financial expense in the Group s subsidiary companies in amounted to 0.7 million, unchanged on the previous year. The Group s share of the net financial expense of its joint ventures was 0.4 million in, also unchanged on the previous year. Profit before tax Adjusted profit before tax for amounted to 44.6 million, 14.5% up on the previous year. Adjusted profit before tax excludes exceptional items and the Group s share of the tax charge of its joint ventures, which is reflected in profit before tax under IFRS rules, and, in previous years, the amortisation of intangible assets and the Group s share of Balmoral s result. Profit before tax, excluding these adjustments, amounted to 31.8 million compared to 38.2 million in, including the impact of the 12 million exception charge above. Taxation Tax charge per income statement Group share of tax charge of joint ventures netted in profit before tax Total tax charge Adjustments Tax credit recognised on exceptional items Tax charge on underlying activities Fyffes plc Annual Report

4 Taxation (continued) The analysis of the tax charge for the year set out above shows the calculation of the underlying tax charge in of 6.2 million compared to 5 million in the previous year, equivalent to a rate of 13.8% (: 12.7%) when applied to the Group s adjusted profit before tax. The c.1% increase in the underlying tax rate in reflects some changes in the geographic mix of the Group s profits. The underlying tax charge excludes the tax impact of exceptional items and includes the Group s share of tax of its joint ventures. This underlying rate is used for the purposes of calculating adjusted earnings per share. The Income Statement shows a tax charge of 4.2 million before these adjustments, compared to 4 million in the previous year. Non-controlling interests The non-controlling interests share of profit after tax for the year amounted to 0.1 million in, compared to 0.2 million in the previous year. Earnings per share The calculation of adjusted diluted earnings per share, is set out below. The Group s adjusted diluted earnings per share in amounted to cent, up 14% on the previous year. This is in line with the increase in adjusted profit before tax. Adjusted earnings per share excludes exceptional items and, in previous years, the amortisation of intangible assets and related tax credits, and the Group s share of Balmoral s result. The diluted earnings per share after the 12 million exceptional charge and related tax credit, amounted to 9.10 cent in, compared to cent in the previous year. Calculation of Adjusted EPS Adjusted profit before tax Underlying tax charge (6.2) (5.0) Non-controlling interests (0.1) (0.2) Earnings for calculation of adjusted EPS Weighted average no. of shares (diluted) (M) Adjusted EPS cent Summary Balance Sheet Intangible assets Property, plant and equipment Investment property Investment in joint ventures Investment in Balmoral International Land Holdings plc Working capital/hedging instruments Taxation (8.4) (10.2) Provisions (3.5) (4.0) Pension deficit - net of deferred tax (25.7) (34.0) Net debt (39.3) (11.7) Net assets Shareholders equity Non-controlling interests Net assets Fyffes plc Annual Report 15

5 Dividend and share buyback The Board is proposing to pay a final dividend for of cent per share, up 15% on the previous year. Subject to shareholder approval at the forthcoming AGM, this dividend, which will be subject to Irish withholding tax rules, will be paid on 6 May 2016 to shareholders on the register on 8 April In accordance with company law and IFRS, this dividend has not been provided for in the balance sheet at 31 December. Total dividends in respect of will amount to cent, 15% up on the previous year and equivalent to a payout ratio of 21.6% based on adjusted earnings per share. Fyffes will seek to renew its authority from shareholders to repurchase shares at its 2016 AGM. Subject to this authority and taking into account the Group s financial position and other investment opportunities, the Company may from time to time repurchase further Fyffes plc shares in the market. Shareholders equity Shareholders equity at 31 December amounted to million compared to million at the start of the year. The following table summarises the changes during the year: Movement in shareholders equity At beginning of year Profit after tax and non-controlling interests Dividends paid (7.4) (6.6) Repurchase of own shares - (3.0) Pension scheme actuarial gain/(loss) net of deferred tax 1.6 (10.5) Share of actuarial losses in joint ventures net of deferred tax (0.3) (1.7) Translation of non-euro denominated net assets Movement in hedging reserves net of deferred tax (9.0) 8.2 Share based payments and share options exercised 1.7 (0.8) At end of year Shareholders funds increased by 31.2 million (+17.1%) in. The main components of this increase included - retained profits after tax and minority interests of 27.4 million, less dividends paid of 7.4 million; translation gains on the Group s non-euro denominated net assets amounting to 17.1 million; net actuarial gains on the Group s and its joint ventures pension schemes of 1.3 million, net of deferred tax; the proceeds from share options exercised of 1.4 million; and mark to market losses on valuing the Group s currency and fuel hedges at year end amounting to 9 million, net of deferred tax. Investment in Balmoral International Land Holdings plc ( Balmoral ) In accordance with International Financial Reporting Standards, Fyffes 40% investment in Balmoral continues to be accounted for under equity accounting rules. Fyffes wrote down the carrying value of its investment to 50,000 in Balmoral published its full year results in September, reporting a profit attributable to equity shareholders of 6.7 million, increasing its net equity to 8.5 million. Fyffes has recognised its share of these profits but has also recognised a matching impairment provision, on the basis that there has not yet been a sustained and prolonged recovery in Balmoral s performance, and the carrying value of its investment has therefore remained unchanged at 50,000. Balmoral has not yet finalised its results. Fyffes will consider the appropriateness of its impairment provision after Balmoral publishes its results. Balmoral continues to be actively managed and, given its well diversified portfolio of properties in Ireland, the UK and Continental Europe, remains in a position to benefit from improvements in property market conditions. 16 Fyffes plc Annual Report

6 Provisions Total provisions in the balance sheet at 31 December amounted to 3.5 million, compared to 4.0 million at the previous year end, as analysed in the following table. The year-end deferred consideration liability relates mainly to a new acquisition towards the end of. The previous liability is no longer contingent and it has been reclassified to other payables. The slight reduction in the MNOPF legal provision in reflects payments, less the discounting charge and a translation impact. The MNRPF is a UK based multi-employer defined benefit pension scheme, similar to the MNOPF for a separate category of shipping personnel. Having commenced a process a number of years ago to seek to recover the deficit in that scheme from current and former employers of these ships personnel, in the same way as the MNOPF, the MNRPF Trustee issued a formal request for payment based on the latest deficit in that scheme to the Group s main UK subsidiary, Fyffes Group Limited, in the amount of 4.6 million. This was paid in full during. The Group had provided for this exposure in earlier years and consequently there was no impact on profits in arising from this payment. The amount previously accrued was reclassified from other non-current payables to provisions during the year. Deferred consideration on acquisitions MNOPF legal obligation Total provisions Defined benefit pension schemes As noted earlier, during the Group decided to close its Irish defined benefit pension scheme to future accrual and to future liability due to the ever increasing cost of funding such schemes. Once-off final payments amounting to 20 million were made to settle the scheme deficit, to eliminate the possibility of a claim by the trustees in respect of member expectations in relation to the scheme and to facilitate transfers to the new defined contribution scheme. After eliminating the accounting deficit in the Irish scheme as at 31 July of 8.9 million, the incremental costs of 11.1 million, net of a settlement gain of 2.7 million arising under the measurement criteria of IAS 19, have been expensed in the income statement as an exceptional charge. The deficit in the Group s remaining defined benefit pension schemes in the UK and the Netherlands, before deferred tax, amounted to 32.1 million at the end of the year. The Group is also in the process of closing its UK defined benefit scheme to future accrual. Movement in defined benefit pension obligations Deficit at beginning of year (41.4) (28.2) Pension expense recognised in income statement (excl settlement gain) (3.8) (2.9) Settlement gain on termination of Irish scheme Actuarial gain/(loss) recognised in statement of comprehensive income 2.5 (12.4) Employer contributions to schemes Exchange movement (1.8) (1.7) Deficit at end of year (32.1) (41.4) Related deferred tax asset Net deficit after deferred tax (25.7) (34.0) Fyffes plc Annual Report 17

7 Summary Cash Flow Statement Inflows Adjusted EBITA Depreciation Chiquita break fee less costs incurred Share of joint ventures EBITA (1.7) (2.6) Dividend payments by joint venture Total inflows Investment and other expenditure Maintenance capital expenditure, incl leased assets (9.6) (7.2) Non-routine capital expenditure (2.7) (19.7) Acquisition of businesses (26.8) - Deferred acquisition consideration (0.1) (2.5) Tax paid (4.3) (4.9) Purchase of own shares - (3.0) Dividends paid to shareholders (7.4) (6.6) Pension payments (in excess of income statement charges) (5.8) (0.8) Other exceptional charges (incl termination of Irish Pension Scheme) (13.9) - Payments to the MNOPF & MNRPF (5.2) (0.6) Investment in joint ventures - (0.9) Working capital and movement in biological assets (9.3) (14.5) Other 1.8 (1.8) Total investment and other expenditure (83.3) (62.5) Net (outflows) (27.4) (12.4) Translation of non-euro denominated funds (0.2) 0.3 Net (debt)/funds at beginning of year (11.7) 0.4 Net (debt) at end of year (39.3) (11.7) Movement in net debt The Group s net debt increased by 27.6 million in to 39.3 million. This represents 0.7 times Adjusted EBITDA. Cash generated from operations in the year was c. 56 million, comprising Adjusted EBITDA, excluding the Group s share of EBITA from its joint ventures but including dividends received from these businesses. Total capital and investment expenditure amounted to over 83 million. This included 26.8 million spent on the melon and banana farming businesses acquired towards the end of the year (see below), plus with a further 2.7 million spent acquiring another farm which was accounted for as an asset purchase. Regular Capex amounted to 9.6 million, compared to the 10.3 million depreciation charge. Total payments of 20 million were made arising from the closure of the Irish pension scheme as explained above. Dividends paid amounted to 7.4 million, tax paid was 4.3 million and 5.2 million was paid in respect of the Group s MNOPF and MNRPF liabilities. Working capital including movements in biological assets increased by 9.3 million in the year, reflecting the impact of the acquisitions during the year and volume growth in the banana and melon categories. 18 Fyffes plc Annual Report

8 Acquisition of subsidiaries Towards the end of, the Group acquired additional melon farming assets in Guatemala for a total consideration of 14.5 million, including deferred consideration contingent on completion of 1.1 million. The Group also completed the purchase of a banana farm in Costa Rica during the second half of for a total cash consideration of 13.4 million. The purchase method of accounting has been applied in respect of these acquisitions. Initial estimates of the fair value of the assets acquired have been performed and these provisional fair values will be finalised within twelve months of the acquisition dates, in accordance with IFRS 3 Business Combinations. Goodwill of 5.7 million has been recognised on these acquisitions, based on the provisional fair values attributed to the identifiable assets acquired. Given the proximity to the year end of the completion of these acquisitions, they made no material contribution to the Group s revenues or profits in and no amortisation has been charged in respect of the intangible assets recognised on these transactions. The provisional fair values of the assets acquired and consideration paid and payable in respect of these transactions is summarised in the table below: Provisional fair value of identifiable assets acquired Property, plant and equipment 14.8 Intangible assets 6.9 Working capital 0.6 Total fair value of assets acquired 22.2 Consideration Cash paid 26.8 Deferred consideration 1.1 Fair value of consideration 27.9 Goodwill arising 5.7 Fyffes plc Annual Report 19

9 Business and Financial Risks and Financial Instruments Key business drivers The key drivers of short term performance in Fyffes tropical produce operations are: selling prices; cost of fruit; shipping and fuel costs; exchange rates; and EU banana import duty. These variables, together with operating costs and efficiencies and volume changes, are the key factors impacting the Group s annual results, including its EBITA, which as noted earlier, is the key performance measure for Fyffes tropical produce operations. Given the significance of these factors, the Group s short term performance can be difficult to predict and potentially volatile. Key operational risks The principal risks and uncertainties the Group faces on an ongoing basis relate to the factors outlined above and include, in particular, the challenge of passing on inflationary increases in supply chain costs to the Group s customers, particularly the retail sector. The Group s performance is also influenced by normal supply and demand factors, including the impact of weather in both the producing countries and in the main markets in which Fyffes trades and by trends in consumption of fresh produce. Fyffes operates in a highly competitive industry and consequently the actions of competitors can also influence the performance of the Group. Fyffes has always pursued a strategy of growth by acquisition and future growth will remain dependant on the Group s ability to continue to successfully complete such transactions, in addition to organic growth. Fyffes is also dependent on the continuing commitment of its senior management. Risks of operating internationally The Group s operations are in part dependent upon activities and investments in jurisdictions outside of the EU. Although Fyffes aims to co-operate with and invest only in countries that are politically stable, these operations and investments are subject to risks that are inherent in operating in certain foreign countries, including: political changes and economic crises which may lead to significant changes in the business environment; and economic downturns, political instability, war or civil disturbances which may disrupt individual markets. In addition, the Group operates some of its businesses through joint ventures in which its rights to control business decisions is limited. Transportation risks An extended interruption in Fyffes ability to ship or distribute its products could have an adverse effect on the Group s performance. While Fyffes believes it is adequately insured and would attempt to transport its products by alternative means if there was an interruption due to strike, natural disasters or otherwise, the Group cannot be sure that it would be able to do so or be successful in doing so in a timely and cost-effective manner. Shipping and fuel are among the principal costs of the Group. When these costs increase, the Group may not be able to pass on the full impact of these higher costs to customers or there may be a time lag in doing so. Production and quality risks Adverse weather and other unfavourable conditions for tropical produce production can adversely affect crop size and quality. In extreme circumstances, entire harvests may be lost in specific geographic areas. These factors can increase costs, decrease revenues and lead to additional charges to earnings which, from time to time, may have an adverse effect on the Group s business. Similarly, serious quality issues and in particular deliberate or accidental contamination could have a significant impact on revenue. Earnings sensitivity to market conditions Fyffes earnings are significantly dependent on the selling prices obtained for tropical produce, which competes directly in any given market with other imported fresh produce and with local production when in season. Pricing is largely determined by market supply of and demand for tropical produce and competing fresh produce. Market demand is a function of population size, per capita consumption, the availability and quality of tropical produce, the availability, quality and price of locally produced or imported competing products and climatic and other general conditions in the marketplace. The global and individual country markets can from time to time be over-supplied. Excess supplies of tropical produce or competing fresh produce could lead to reduced selling prices for tropical produce and could have an adverse effect on Fyffes performance. 20 Fyffes plc Annual Report

10 Key financial risks The Group s multinational operations expose it to different financial risks that include foreign exchange rate risks, credit risks, liquidity risks and interest rate risks. Fyffes has a risk management programme in place which seeks to limit the impact of these risks on the financial performance of the Group. The Board has determined the policies for managing these risks. It is the policy of the Board to manage these risks in a non-speculative manner. Interest rate risk The Group s balance sheet contains both interest bearing assets and interest bearing liabilities. In general, the approach employed by the Group to manage its interest rate exposure is to maintain the majority of its cash, short term bank deposits and interest bearing borrowings on floating rates. Rates are generally fixed for relatively short periods in order to match funding requirements while being able to benefit from opportunities due to movements in longer term rates. Foreign exchange risk Fyffes primary input costs are fruit, shipping and fuel. These costs are routinely denominated in US Dollars while most sales, other than in the Group s US melon business, are made in euro and Sterling. Although Fyffes may engage in foreign currency hedging transactions from time to time, there can be no assurance that those hedging transactions will be sufficient to protect against adverse exchange rate fluctuations; meaning that profits may be affected by fluctuations in exchange rates. A strengthening of the US Dollar against the euro and Sterling could have an adverse effect on the Group s performance. These currency risks are monitored by the Group s Treasury Committee on an ongoing basis and managed as deemed appropriate by utilising a combination of spot and forward foreign currency contracts and, from time to time, foreign currency options. The Group s balance sheet is also exposed to currency fluctuations relating to its net investment in its overseas non-euro denominated operations. Depending on the scale of the transaction, Fyffes may finance its overseas investments through foreign currency borrowings to hedge this exposure. Post acquisition, these overseas businesses generally fund their operations locally. Financial instruments Fyffes finances its operations through a combination of retained profits, its own cash resources and bank debt. The financial instruments that arise from this activity comprise bank deposits, bank loans and potentially, from time to time, certain financial assets such as government securities, commercial paper and other trade investments. Other financial instruments such as trade receivables and trade payables arise directly from operations. In addition, as noted above, the Group enters into hedging instruments with a view to managing currency risk and, to a lesser extent, the interest rate risk arising from its operations. The disclosures required under IFRS 7 and IAS 39 in relation to these financial instruments and the above risks are set out in Note 30 to the financial statements on pages 102 to 109. Credit and liquidity risk The Group has detailed procedures for monitoring and managing the credit risk related to its trade receivables. Cash and short term bank deposits are invested with institutions of the highest credit rating or state guaranteed institutions, with limits on amounts held with individual banks at any one time. It is also the policy of the Group to have adequate undrawn facilities available at all times to cover unanticipated financing requirements. The maximum exposure to credit risk is represented by the carrying amount of the financial assets in the balance sheet. Fyffes plc Annual Report 21