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Bakkavör Group is a provider of<br />
fresh prepared foods and produce<br />
with a total turnover of £1.64 billion<br />
in 2010. We have over 30<br />
manufacturing facilities in the<br />
UK, where we are market leader,<br />
and over 20 facilities in nine other<br />
countries. We employ over 18,000<br />
people and make around 6,000 fresh<br />
prepared food products across 18<br />
different product categories such<br />
as ready meals, leafy salads, dips,<br />
chilled desserts and soups. Our<br />
main business focus is developing<br />
retailer branded products for<br />
local and global retailers; we also<br />
work with leading international<br />
foodservice companies.<br />
In our core UK market we are<br />
the market leader in 12 of our<br />
product categories. We have also<br />
established a significant presence<br />
in developing fresh prepared foods<br />
markets in Continental Europe, the<br />
United States, Canada and China.<br />
The information and accounts in this Annual<br />
Report apply to Bakkavör Group ehf.<br />
Overview<br />
1 Snapshot<br />
2 Chairman & CEO statement<br />
Operating & Financial Review<br />
17 Our performance<br />
18 Market trends<br />
20 Retail trends<br />
22 Sales review<br />
24 Financial review<br />
28 Risk management<br />
Corporate Responsibility<br />
30 Responsibility report<br />
Governance<br />
36 Meet the management<br />
38 Corporate Governance report<br />
Financial Statements & Notes<br />
43 Endorsement by the Board of Directors and CEO<br />
45 Independent Auditor’s Report<br />
46 Consolidated Income Statement (period)<br />
47 Consolidated Income Statement (year)<br />
48 Consolidated Statement of Comprehensive Income<br />
49 Consolidated Statement of Financial Position<br />
50 Consolidated Statement of Changes in Equity<br />
51 Consolidated Statement of Cash Flows<br />
52 Notes to the Consolidated Financial Statements<br />
Mexican chilli bean soup
Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
1<br />
Snapshot<br />
Against the backdrop of a recessionary climate and a challenging trading<br />
environment, we achieved good underlying sales growth in our key<br />
markets and maintained our competitive position and market share.<br />
Commodity inflation has, however, persisted longer than anticipated<br />
and continues to affect the Group’s gross margins. Our parent entity in<br />
Iceland was successfully refinanced in May 2010 and the key banking<br />
facilities were extended in February 2011, bringing the operating<br />
businesses under a single funding structure.<br />
Net sales<br />
EBITDA*<br />
Free cash flow<br />
£1.64bn<br />
£131.4m<br />
£54.8m<br />
£1.65bn: 2009<br />
£135.1m: 2009<br />
£68.3m: 2009<br />
(53 weeks) (53 weeks) (53 weeks)<br />
See page 24<br />
See page 25<br />
*pre-restructuring costs<br />
See page 26<br />
Key achievements<br />
Awards<br />
1<br />
2<br />
Refinanced<br />
Outperformed the market in our core UK<br />
fresh prepared foods business<br />
our parent entity and operating<br />
businesses successfully<br />
Generated positive free cash flow of<br />
3 £54.8 million<br />
4<br />
Successfully developed and launched over<br />
1,000 new products<br />
Quality Food Awards<br />
Winner of the<br />
Vegetarian category<br />
Tesco’s Finest Restaurant<br />
Collection Roasted Pumpkin<br />
& Goats Cheese Filo Tartlets<br />
Food Manufacturing<br />
Excellence Awards<br />
Diversity in<br />
Recruitment Award<br />
Hitchen Foods<br />
Marks & Spencer<br />
’Plan A’ Awards<br />
Leadership in<br />
Working in the<br />
Community Award<br />
Caledonian Produce
2 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Chairman & CEO statement<br />
Welcome. Overall demand for fresh prepared foods<br />
continues to grow, underpinned by the strength of<br />
the four global mega-trends – convenience, health,<br />
pleasure and responsibility – which continue to<br />
influence people’s lifestyle choices.<br />
Lýdur Gudmundsson<br />
Chairman<br />
Ágúst Gudmundsson<br />
Chief Executive Officer<br />
However, the uncertain economic climate has<br />
dented consumer confidence and intensified an<br />
already competitive retail environment. On the<br />
supply side inflationary costs have resurfaced.<br />
None of these pressures is new to us. In recent<br />
years we have restructured the business to optimise<br />
capacity and reduce operating costs, enabling us to<br />
provide value for money products and support our<br />
customers through increased promotional activity.<br />
Global mega-trends<br />
Understand the global megatrends<br />
that influence our business.<br />
See page 18<br />
We are confident of our business model and<br />
strategy. This year we successfully refinanced our<br />
operating businesses, bringing them together<br />
under a single funding structure, and diversified<br />
our funding sources through the successful issue<br />
of seven-year Notes on the international capital<br />
markets. With our well-invested, low-cost and<br />
operationally flexible facilities, sound financial<br />
base, excellent people and innovative spirit we are<br />
in good shape to tackle today’s trading challenges.<br />
But we know that we must continue to take vigorous<br />
action to protect our profit margin. And this<br />
remains our priority.<br />
Bakkavör Group Annual Report 2010
3<br />
Our strategy<br />
To maintain and enhance our<br />
position as a leading fresh<br />
prepared foods producer, deliver<br />
profitable sales growth, maintain<br />
stable and strong cash generation<br />
and improve profitability.<br />
We aim to achieve this by<br />
focusing on the following:<br />
1<br />
2<br />
3<br />
Maintain and strengthen<br />
our leading market positions<br />
Maintain and deepen<br />
our relationships with<br />
leading retailers<br />
Continue to increase<br />
efficiency and reduce costs<br />
4<br />
5<br />
Focus on cash flow growth and<br />
reducing leverage<br />
Continue to drive selective<br />
growth<br />
Sales growth in tough trading environment<br />
Our underlying sales grew in our key markets in<br />
2010, with like-for-like sales 1 increasing by 2.5%.<br />
Our performance was underpinned by strong<br />
sales in our core UK Prepared business where<br />
like-for-like sales 1 grew 6.0% against a market<br />
growth of 4.6%.<br />
The tough trading environment, which we<br />
have talked about now for several years, has<br />
not eased. Consumers continue to look for<br />
good value for money and we have supported<br />
our customers successfully by participating<br />
in high levels of promotional activity and<br />
price reduction campaigns. However, high<br />
volume promotional uplifts come at a price<br />
and so margins have reduced as promotional<br />
costs have increased. As a result our full year<br />
adjusted EBITDA 2 declined slightly.<br />
Offsetting inflationary pressures<br />
In addition, we have experienced inflation<br />
in key raw materials throughout the year,<br />
particularly in core dairy products and wheatbased<br />
ingredients. Towards the end of 2010 we<br />
also faced price increases in a number of key<br />
materials including rapeseed oil, chicken, fruit<br />
and packaging.<br />
Offsetting these increased purchasing costs<br />
remains a priority and our business model<br />
stands us in good stead. In recent years we<br />
have successfully restructured our operations<br />
and invested in our facilities in order to optimise<br />
our capacity, benefit from economies of scale<br />
and lower our costs. In addition, our operational<br />
flexibility means that we can (and do) react<br />
quickly to changing market conditions. Over<br />
and above this, we continue to take action<br />
to offset the impact of inflation on our profit<br />
margin, including:<br />
1. Negotiating prices with customers<br />
and suppliers<br />
2. Re-evaluating product and packaging<br />
specifications<br />
3. Hedging against price rises wherever<br />
possible<br />
4. Driving further operational efficiencies and<br />
performance across all our businesses<br />
Strengthening our market positions<br />
Despite the challenging trading conditions,<br />
we know that we must not lose sight of<br />
the needs of our consumers and customers.<br />
Consumers require us to provide products<br />
which represent good value and match their<br />
lifestyle requirements. Our customers require<br />
us to provide industry expertise, consumer<br />
understanding and a diverse range of products<br />
to help differentiate and update their retailer<br />
brand. Both require us to remain innovative in<br />
the way in which we develop and make new<br />
products.<br />
In 2010 we launched over 1,000 new<br />
products and in early 2011 we entered the<br />
Canadian market in collaboration with a<br />
leading grocery retailer. We are committed<br />
to maintaining and deepening our customer<br />
relationships and strengthening our leading<br />
market positions through such initiatives.<br />
Investing in efficiency<br />
We continue to invest in our business. Over<br />
the last three years, we have invested over<br />
£180 million in acquisitions and capacity<br />
expansions, around half of which has been in<br />
our existing and newly acquired factories. We<br />
are reviewing all aspects of our operations<br />
and business and we implemented new<br />
efficiency programmes in 2010, mainly in our<br />
Continental European operations. We aim to<br />
improve productivity and lower costs across<br />
our business by investing selectively in new<br />
production equipment, implementing process<br />
improvements and evaluating our product lines.<br />
We also aim to consolidate our production to<br />
maximise use of existing capacity and to realise<br />
other economies of scale in manufacturing<br />
and purchasing.<br />
1. Like-for-like sales are on a ’constant currency’ basis. They include<br />
sales from associates and exclude sales from discontinued<br />
businesses. 2009 sales have been normalised due to 53rd week.<br />
2. Adjusted EBITDA is presented pre-restructuring costs.
4 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Chairman & CEO statement<br />
continued<br />
Our risk management<br />
priorities<br />
1 Operational<br />
safety<br />
2 Sustainable<br />
growth<br />
3 Customer<br />
relationships<br />
4 Consumer<br />
understanding<br />
5 Shareholder<br />
value<br />
See page 28<br />
Responsibility report<br />
See an overview of our<br />
responsibilities and how<br />
we manage them.<br />
See page 30<br />
Refinancing for future growth<br />
In February 2011 we refinanced our operating<br />
businesses, diversified our funding sources<br />
through the successful issue of seven-year<br />
Notes on the international capital markets<br />
and extended banking facilities out to 2014.<br />
The parent entity, Bakkavör Group ehf., has<br />
also now been fully refinanced following an<br />
agreement made in April 2010 with the lenders<br />
in Iceland. This agreement has deleveraged<br />
the Group considerably with around half of the<br />
debt converted into equity and the remainder<br />
extended until 2014. These actions have<br />
stabilised our financial platform for<br />
future growth.<br />
Generating cash and managing debt<br />
Our focus on reducing costs, increasing<br />
efficiencies and achieving profitable sales<br />
growth will allow us to expand our profit<br />
margins and improve our cash flow position.<br />
In 2010 we generated £54.8 million in free<br />
cash flow.<br />
Growing selectively<br />
Despite its relative maturity we aim to continue<br />
to grow within our core market, UK fresh<br />
prepared foods. We also intend to use our<br />
consumer and operational expertise, economies<br />
of scale and relationships in the UK to grow<br />
in targeted international markets. Our current<br />
operations in Continental Europe, the United<br />
States and China leave us well positioned<br />
to grow organically in these markets. In<br />
addition, we continue to evaluate acquisition<br />
opportunities that could improve our market<br />
share, expand our product offering or support<br />
our retail customers as they expand into new<br />
geographic markets.<br />
Dividends<br />
It was resolved at the 2010 AGM that no<br />
dividend would be paid in the year 2010<br />
(2009: nil).<br />
Responsibility<br />
Our responsibilities span many areas – from<br />
providing safe food to behaving responsibly as a<br />
business. Our focus is on doing things the right<br />
way and we have values and systems in place<br />
to do just this. In 2010 we are pleased to report<br />
continued improvement in our Health and Safety<br />
performance, new environmental initiatives in<br />
product and packaging and awards for product<br />
quality, diversity and community projects.<br />
People<br />
We continue to be proud of the vitality,<br />
passion and adaptability that our employees<br />
demonstrate, even when it gets tough.<br />
We employ around 18,000 people across the<br />
world and we thank them for their continued<br />
support and enthusiasm for the business.<br />
Outlook<br />
Looking ahead, we remain confident in the longterm<br />
prospects of the business and our vision<br />
for Bakkavör to be recognised and respected<br />
as the leading provider of fresh prepared foods<br />
and produce remains unchanged. However,<br />
given the continued economic uncertainty,<br />
we are cautious about consumer confidence<br />
in the short term and the impact of continued<br />
raw material inflation and we expect trading to<br />
remain challenging. We will continue to maintain<br />
a very selective approach to capital investment,<br />
mitigate inflationary costs, improve operational<br />
efficiencies, increase market share and<br />
generate cash.<br />
Lýdur Gudmundsson Ágúst Gudmundsson<br />
Chairman<br />
Chief Executive Officer<br />
Bakkavör Group Annual Report 2010
Over 18,000 people work for Bakkavör – each contributing to our<br />
success at being a leading fresh prepared foods provider. The<br />
following pages give you an insight into how we work together<br />
to make great food for you to enjoy.<br />
Ágúst Gudmundsson
is to be recognised and respected as the<br />
world’s leading provider of fresh prepared<br />
foods and produce. We will achieve this by<br />
being true to our strategy, our values and<br />
our corporate responsibilities.<br />
We have established leading positions in our<br />
chosen markets and together with our excellent people,<br />
well-invested facilities and our innovative culture we are<br />
well positioned to take advantage of opportunities in the<br />
growing fresh prepared foods markets.<br />
Ágúst Gudmundsson<br />
Chief Executive Officer<br />
Fresh leafy salad
Sticky chocolate brownie pudding<br />
We are the UK’s leading producer of fresh prepared foods, with a No.1<br />
position in 12 of our key fresh prepared foods categories. Internationally,<br />
we are unique in supplying the most diverse and innovative range of fresh<br />
prepared foods, primarily for the retailer branded market.<br />
We have over 30 manufacturing facilities in the UK, our core market. We<br />
have also established a significant presence in developing fresh prepared<br />
foods markets with over 20 manufacturing facilities in another 9 countries –<br />
France, Belgium, Italy, Spain, the Czech Republic, South Africa, China,<br />
the US, and Canada.<br />
Group turnover<br />
by region<br />
We enjoy strong relationships with major grocery retailers and well-known<br />
international foodservice operators. Our extensive retailer brand experience,<br />
knowledge of consumer needs and expertise in creating innovative foods<br />
have made us the supplier of choice for most of our customers.<br />
Continental<br />
Europe<br />
Rest of<br />
World<br />
We focus on the needs of those that matter to us – our employees, our<br />
customers, our consumers, our local communities, our suppliers and our<br />
shareholders and lenders – as well as reducing our environmental impact<br />
where we have direct control. We have values and systems in place to<br />
ensure we continue to do things right.<br />
United<br />
Kingdom
Seafood paella<br />
We are unique in supplying the widest variety of fresh prepared foods on an international<br />
scale. Our products are successful because we ensure we know our markets, our customers<br />
and our consumers inside out. This has given us market leading positions and a recognised<br />
reputation for innovation.<br />
Our core categories<br />
Ready meals<br />
* * *<br />
Ready to cook meals<br />
* * *<br />
Pizza<br />
* * *<br />
Soups<br />
* * *<br />
Sauces<br />
* * *<br />
Stir fries<br />
*<br />
Bakery products<br />
* * *<br />
Pasta<br />
*<br />
Prepared vegetables<br />
* * *<br />
Ethnic snacks<br />
* *<br />
Leafy salads<br />
* * *<br />
Convenience salads<br />
* * *<br />
Dips<br />
* * *<br />
Dressings<br />
* * *<br />
Sandwiches & wraps<br />
* *<br />
Prepared fruit<br />
* * *<br />
Desserts & pastries<br />
* * *<br />
Smoothies<br />
*<br />
*<br />
United Kingdom<br />
Continental Europe<br />
Rest of World<br />
Duck spring rolls with a dipping sauce<br />
Chicken korma with rice<br />
Crispy vegetable samosas<br />
Chocolate eclairs & jam doughnuts
Melon, grape & pineapple<br />
Extra strong garlic baguette<br />
Chicken ’n’ chorizo pizza<br />
Spanish mild mixed olives<br />
Mexican chilli bean soup<br />
Butternut, spinach & broccoli<br />
Cherry tomato sauce with pasta<br />
Authentic Italian bolognese bake<br />
Spicy salsa dip<br />
Asparagus tips<br />
Rosemary & garlic potatoes<br />
Guacamole dip<br />
Traditional beef casserole<br />
Classic vegetable medley<br />
Stuffed vine leaves<br />
Jalapeno chicken wraps with a leafy salad<br />
Moroccan topped houmous dip<br />
Petite patisserie<br />
Apple & pecan tart<br />
New York cheesecake<br />
Sticky chocolate brownie pudding<br />
Red pepper flat bread
We have over 40 years' experience of making fresh prepared foods<br />
and work with 8 of the top 10 global grocery retailers and wellknown<br />
international foodservice operators.<br />
The UK is our core market and we have established operations in<br />
developing fresh prepared foods markets including Continental<br />
Europe, the United States and China.<br />
Group priorities for the medium term<br />
• Mitigate infationary costs<br />
• Improve operational efficiencies<br />
• Increase market share<br />
• Drive cash generation<br />
• Ensure selective approach to<br />
capital investment<br />
We work with all the major grocery retailers in the UK<br />
Turnover in 2010<br />
Our UK locations<br />
Fast facts<br />
Product categories<br />
Ready meals<br />
Desserts<br />
Pizza<br />
Leafy salads<br />
Dressed salads<br />
Meal salads<br />
Dips<br />
Bakery products<br />
Soups<br />
Sauces<br />
Sandwich wraps<br />
Prepared fruit<br />
Prepared vegetables<br />
Ready to cook meals<br />
Stir fries<br />
Dressings<br />
of Group<br />
turnover<br />
Tomatoes<br />
Cucumbers<br />
Peppers<br />
Aubergines<br />
Sweet potatoes<br />
Asparagus and<br />
other exotic<br />
vegetables<br />
1 Caledonian Produce – West Lothian<br />
2 English Village Salads – Selby<br />
Yorkshire Fresh Fruit – Selby<br />
3 English Village Salads – Newport<br />
4 New Primebake – Barton upon Humber<br />
5 Hitchen Foods – Wigan<br />
6 Melrow Salads – Southport<br />
7 New Primebake – Crewe<br />
8 New Primebake – Nantwich<br />
9 Laurens Patisseries – Newark<br />
10 Welcome Foods – Huthwaite<br />
11 Cucina Sano – Boston<br />
12 Bakkavör Spalding – Spalding<br />
Bakkavör Group – Spalding<br />
13 Bakkavör Pizza – Holbeach St Marks<br />
Freshcook – Holbeach St Marks<br />
14 Bakkavör Meals – Sutton Bridge<br />
Wingland Foods – Sutton Bridge<br />
15 Bourne Prepared Produce – Bourne<br />
16 Bakkavör Meals – Park Royal<br />
& Wembley<br />
17 Bakkavör Pizza – Harrow<br />
18 Anglia Crown – Colchester<br />
19 Tilmanstone Salads – Dover<br />
20 Alresford Salads – Alresford<br />
21 Isleport Foods – Highbridge<br />
6 5<br />
2 3<br />
8 7<br />
4<br />
10<br />
9 11<br />
15 12<br />
13<br />
14<br />
21<br />
20<br />
17<br />
16<br />
18<br />
19<br />
Manufacturing<br />
facilities<br />
Product<br />
categories<br />
In 12 product<br />
categories<br />
Employees<br />
Size of UK<br />
FPF market*<br />
Years of retailer<br />
brand experience<br />
*<br />
* Kantar Worldpanel, 52 weeks ending 26 December 2010
Turnover in 2010<br />
Our Continental European locations<br />
of Group<br />
turnover<br />
1 Cinquième Saison - St Pol-de-Léon, France<br />
2 Bakkavör Traiteur - Chevilly, France<br />
3 Cinquième Saison – Mâcon, France<br />
4 Crudi - Torreilles, France<br />
5 Sogesol – Murcia, Spain<br />
6 Vaco Olen – Olen, Belgium<br />
7 Vaco Herselt – Herselt, Belgium<br />
8 Heli Fresh Foods – Milin, Czech Republic<br />
9 Italpizza – Modena, Italy<br />
5<br />
4<br />
2<br />
6 7<br />
3<br />
9<br />
8<br />
Key customers supplied from our Continental European operations<br />
Product categories<br />
Ready meals<br />
Leafy salads<br />
Convenience salads<br />
Pizza<br />
Bakery products<br />
Dips<br />
Prepared vegetables<br />
Prepared fruit<br />
Soups<br />
Sauces<br />
Turnover in 2010<br />
Product categories<br />
Key customers supplied from our Rest of World operations<br />
of Group<br />
turnover<br />
Ready meals<br />
Desserts & pastries<br />
Convenience salads<br />
Pizza<br />
Bakery products<br />
Dips<br />
Soups<br />
Sauces<br />
Leafy salads<br />
Prepared vegetables<br />
Sandwiches & wraps<br />
Prepared fruit<br />
Pasta<br />
Smoothies<br />
Our Rest of World locations<br />
1 Creative Food Group – Beijing, China<br />
2 Creative Food Group – Shanghai, China<br />
3 Creative Food Group – Wuhan, China<br />
4 Creative Food Group – Haimen, China<br />
Creative Food Group – Haimen, China (farm)<br />
5 Creative Food Group – Xianyang, China<br />
6 Creative Food Group – Guangzhou, China<br />
7 Creative Food Group – Yantai, China<br />
8 Creative Food Group – Anhui, China (farm)<br />
9 La Rose Noire – Kowloon Bay, Hong Kong<br />
10 Gastro Primo – Chaiwan, Hong Kong<br />
5<br />
8<br />
3<br />
6<br />
9 10<br />
7<br />
4<br />
2<br />
16<br />
15<br />
12 14 13<br />
11<br />
11 Spring Valley Foods – Johannesburg,<br />
South Africa<br />
12 Two Chefs on a Roll – California, US<br />
13 Two Chefs on a Roll – Pennsylvania, US<br />
14 Two Chefs on a Roll – New Jersey, US<br />
15 Bakkavör Foods Canada – Ontario,<br />
Canada<br />
16 Bakkavör Group – Reykjavík, Iceland
To ensure we remain a sustainable business we have put values and<br />
systems in place to help us focus on the needs of the people that<br />
matter to us most and the environments in which we live and work.<br />
Fatima Ferreira<br />
Fatima has benefited from our focus on<br />
developing our people. She began working<br />
for us 8 years ago as a production operative<br />
and now works as the retort and meal line<br />
team co-ordinator at Bakkavör Meals, Sutton<br />
Bridge. (She is also lucky enough to work with<br />
her husband!).<br />
The place to work, the partner of choice and caring for our<br />
community are our three key areas of responsibility and we have set<br />
ourselves high standards in each of them.<br />
Recruitment<br />
Retention<br />
Our Employees<br />
Communication<br />
Health & Safety<br />
Diversity<br />
Our Environment<br />
Our Shareholders<br />
Our Neighbourhood<br />
Our Customers<br />
Our Suppliers<br />
Ricky Saunders<br />
We encourage and involve our people<br />
at every opportunity. Ricky Saunders<br />
helped design the state of the art<br />
kitchen in which he now works at<br />
Bakkavör Meals in Sutton Bridge. As<br />
a development chef, he spends his<br />
days creating, developing, testing and<br />
tasting new recipes.<br />
Mark Steels<br />
As a Production Operative at<br />
our Pizza site in Holbeach, Mark<br />
prides himself on ensuring every<br />
pizza has the perfect base.
We believe in five core values which underpin the way we want to be known for<br />
doing business and reflect the way in which we expect all our employees to behave.<br />
Customer care<br />
We are committed to supplying<br />
outstanding quality, value and<br />
service, never forgetting that our<br />
relationship with customers is<br />
pivotal to our success.<br />
Can do<br />
We encourage personal initiative<br />
and empower our people to make<br />
things happen. Our motivation<br />
comes from a determination to<br />
succeed in all we do.<br />
Teamwork<br />
We believe everyone has a<br />
valuable part to play in the<br />
success of the business. We aim<br />
to communicate effectively and<br />
are committed to the highest<br />
standards of ethics and integrity.<br />
Innovation<br />
We thrive on challenges,<br />
looking for innovative ways<br />
to grow and improve our<br />
business further.<br />
Getting it right / keeping it right<br />
We strive to deliver the right<br />
result every time in the most<br />
effective way providing value<br />
for our customers and<br />
stakeholders alike.<br />
Sandra Lawson<br />
With 22 years of service under her belt,<br />
Sandra has made many lifelong friends<br />
at Bakkavör Spalding and couldn’t think of a<br />
better place to work.<br />
Left (from left to right):<br />
Lina Tezgel, Rafael Fernandez and Virginija Vaubsiene<br />
Virginija and Rafael met working at our ready meals business in Sutton<br />
Bridge. They soon married and now work with Virginija’s daughter, Lina, as<br />
packing operatives at Wingland Foods. With new recipes always moving<br />
through the factory the family are kept on their toes. ”The products are<br />
changing all the time which is interesting”, says Virginija. ”We hope to<br />
work here for a long time.”<br />
Janet Phillips<br />
At 65 years of age Janet is known as ’Mother’ by all at the<br />
Wingland Foods site where she has worked since its opening in<br />
2000. ”I’ve seen lots of changes over the years but what doesn’t<br />
change is that the workers are cared for here and I believe in<br />
treating everyone the same...I don’t ever want to retire.”
To grow and continuously improve our business to meet the ever-changing demand in the markets in<br />
which we operate we promote an innovative culture, thriving on new challenges and inspiring creativity.<br />
We encourage our people to embrace opportunities, pushing the boundaries to create innovative<br />
products and working environments. Our approach continues to be recognised externally.<br />
Quality Foods Awards, UK<br />
Winner of the Vegetarian category<br />
Roasted Pumpkin & Goats Cheese Filo Tartlets<br />
made for Tesco’s Finest Restaurant Collection<br />
at Bakkavör Meals, Park Royal
Quality Foods Awards, UK<br />
Winner of the Delicatessen category<br />
Tesco Frijolemole Dip made at Bakkavör Spalding<br />
Highly Commended in the Desserts &<br />
Puddings category<br />
The Co-operative Truly Irresistible Tarte au Poire<br />
made at Isleport Foods<br />
Highly Commended in the Ready Meals category<br />
Tesco Finest Restaurant Collection Smoked Haddock &<br />
Prawn Pie made at Bakkavör Meals, Park Royal<br />
The Grocer Food & Drink Awards, UK<br />
Gold winner in the Chilled Sweet category<br />
Tesco Finest Restaurant Collection Caramelised Williams<br />
Pear & Hazelnut Frangipanes made at Isleport Foods<br />
PAPA Awards, UK<br />
Winner of Innovative Pizza Product category<br />
Tesco’s Chicken, Bacon and Fontal Calzone made at<br />
Bakkavör Pizza, Holbeach St Marks<br />
Food Manufacturing Excellence Awards, UK<br />
Hitchen Foods awarded for Diversity in Recruitment<br />
Marks & Spencer ’Plan A’ Awards, UK<br />
Caledonian Produce awarded for Leadership in Working<br />
in the Community<br />
Woolworths Stewardship Awards, South Africa<br />
Spring Valley, South Africa awarded for Ethical and<br />
Environmental Contribution from its domestic<br />
customer, Woolworths<br />
Awards achieved in 2010
number of different<br />
ready meal recipes<br />
we make<br />
number of different<br />
countries we buy<br />
fresh produce from<br />
amount invested in<br />
the business over<br />
the last three years<br />
we aim to reduce<br />
our energy usage<br />
by 30% by 2015<br />
number of years of<br />
expertise in producing<br />
retailer branded products<br />
number of iceberg<br />
lettuces we buy per year<br />
we are committed to<br />
‘growing our own’<br />
and aim to fill 50% of<br />
vacant roles internally<br />
number of different languages<br />
our produce procurement<br />
team can speak<br />
number of tonnes<br />
of potatoes we buy<br />
each year
WOULD YOU LIKE<br />
TO ORDER A COPY<br />
OF OUR BROCHURE<br />
Email:<br />
group.communications@bakkavor.co.uk
Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
17<br />
Our performance<br />
”During the year we achieved good underlying sales growth in our key markets<br />
and maintained our competitive position and market share. Our core UK Prepared<br />
business performed particularly well throughout 2010 as participation in high<br />
levels of retailer promotional activity resulted in strong volume uplifts.<br />
However, ingredient and packaging inflation persisted longer than anticipated and<br />
continues to affect the Group’s gross margins. While the impact is being partially<br />
offset through cost efficiencies and negotiating price increases, the environment<br />
remains challenging and trading is expected to remain tough until the inflationary<br />
environment stabilises.”<br />
Ágúst Gudmundsson, CEO of Bakkavör Group<br />
Group sales<br />
£1.64bn<br />
In order to provide context to our performance<br />
commentaries, we have set out our Operating<br />
and Financial Review (OFR) in three sections,<br />
covering five topics. Our market information<br />
helps to explain the long-term dynamics in<br />
which we operate, our performance overview<br />
provides a detailed analysis of our revenue and<br />
financial results and our risk overview sets out<br />
the key risks to the business. We hope that you<br />
find our OFR thorough and informative.<br />
Operating profit<br />
£99.2m<br />
Market information<br />
Market trends<br />
An overview of the global mega-trends and how<br />
they influence the market for fresh prepared foods.<br />
See page 18<br />
Retail trends<br />
An overview of the global retail trends and how<br />
Bakkavör works with retailers to achieve <br />
mutual goals.<br />
See page 20<br />
Performance overview<br />
Sales review<br />
An analysis of our sales performance at Group level<br />
and also by geographical business segment: UK<br />
Prepared, UK Produce, Continental Europe and <br />
Rest of World.<br />
See page 22<br />
Risk overview<br />
Risk management<br />
An overview of the five key risks which we <br />
have formally identified. Our focus is on the<br />
management of these risks as they could <br />
pose a threat to our strategic objectives.<br />
See page 28<br />
Financial review<br />
A detailed financial analysis of our Group<br />
performance in 2010.<br />
See page 24
18<br />
Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Market trends<br />
The effects of the economic crisis are not yet over and people are still spending<br />
cautiously. However, the fresh prepared foods market continues to grow strongly,<br />
underpinned by the four deep-rooted global mega-trends – convenience, health,<br />
pleasure and responsibility.<br />
For Bakkavör this means business as usual – continuing to develop and<br />
make quality products that are good value for money and match the lifestyle<br />
requirements of today’s consumer.<br />
In the UK, our largest<br />
market, fresh prepared<br />
foods grew by a healthy<br />
5% in 2010, outpacing<br />
total food growth of 3%.<br />
Kantar Worldpanel<br />
In 2010 UK consumers<br />
bought over 18 million<br />
bags of our leafy salads<br />
containing watercress.<br />
Bakkavör<br />
Convenience<br />
Simple meal solutions at the right price<br />
Smaller households, more working women,<br />
and women delaying motherhood are strong<br />
trends that continue to influence the need for<br />
convenient solutions.<br />
People are increasingly treating time,<br />
energy and, more recently, money as precious<br />
commodities which need to be ’consumed’<br />
wisely to fulfil basic needs and relieve some <br />
of the pressures of modern day life.<br />
When it comes to food, especially in smaller<br />
households or time-pressed families, people<br />
want to spend less time planning and preparing<br />
meals and therefore look for ways and products<br />
to achieve this. Fresh prepared vegetables,<br />
ready-made pizza or a potted salad meal that<br />
can be eaten ’on the go’ all help to fulfil the<br />
need for convenience.<br />
With tighter household budgets, people are<br />
also more determined to ensure that products<br />
provide good value for money. This does not<br />
necessarily mean choosing a product at the<br />
lowest cost – it is more about the overall value <br />
a person can get from it. For example, a readymade<br />
moussaka may be considered better <br />
value than cooking it from scratch with individual<br />
ingredients which can be more expensive, <br />
too time-consuming and too wasteful.<br />
Bakkavör + Convenience<br />
Each of the 6,000 or so different fresh prepared foods we make<br />
has been developed to meet people’s convenience aspirations<br />
no matter what the meal occasion or the budget.<br />
Health<br />
Eating smarter for physical and mental health<br />
The global trend towards health remains strong,<br />
influenced by factors such as increasing levels <br />
of obesity and the significant rise in the number<br />
of people living longer, along with the vast<br />
amount of information we now have access <br />
to relating to health issues and solutions.<br />
As a result many people are constantly trying<br />
to maintain or reach a healthy weight and/or<br />
trying to preserve mental agility and physical<br />
capacity for as long as possible to delay the<br />
effects of ageing.<br />
However, our increasingly busy lifestyles<br />
mean this is not always easy to achieve.<br />
Therefore, rather than following complicated<br />
restrictive diets, people are tending to choose <br />
a more simpler, straightforward approach. Today,<br />
eating a balanced quantity of foods, which<br />
are perceived to be naturally better for <br />
your health and well-being, is increasingly the<br />
preferred choice.<br />
This has resulted in people eating more<br />
protein-rich foods such as chicken and fish, and<br />
increasing their intake of fruit and vegetables,<br />
particularly those that are perceived to have<br />
’superfood’ attributes such as watercress. <br />
To find out more about the natural benefits of<br />
watercress and why it is a popular, healthy food<br />
choice go to www.watercress.co.uk.<br />
Bakkavör + Health<br />
In 2010 we launched a successful new healthy ready meal<br />
range for Marks & Spencer in the UK, developed to keep people<br />
feeling fuller for longer – high in protein and vegetables and<br />
balanced with a moderate amount of carbohydrates, ”Simply<br />
Fuller Longer.”<br />
Bakkavör Group Annual Report 2010
19<br />
What is important when you buy food %<br />
World population 60 years or older<br />
It all gets eaten, not thrown away<br />
55<br />
1950<br />
8%<br />
It’s healthy/nutritious<br />
60<br />
It’s fresh<br />
69<br />
2000<br />
10%<br />
It tastes good<br />
74<br />
It’s good quality<br />
I get good value<br />
75<br />
78<br />
2050<br />
21%<br />
The Futures Company, 2010<br />
www.un.org<br />
In 2010, 58% of UK<br />
consumers agreed with<br />
the statement that:<br />
making the world a better<br />
place is important in my<br />
personal life today -<br />
up 9% from 2008.<br />
The Futures Company<br />
Pleasure<br />
Affordable foods that provide the ’feel<br />
good’ factor<br />
Household budgets may be tight and consumers<br />
are still spending cautiously but this has not<br />
stopped people from needing to experience<br />
the ’feel good’ factor to relieve some of today’s<br />
stresses.<br />
However, instead of buying ’big ticket’ items<br />
such as holidays and cars, people are tending<br />
to treat themselves and their families to small<br />
affordable day-to-day luxuries by way of reward<br />
and more often than not this can be a food treat.<br />
Home entertaining with family and friends<br />
has become particularly popular as it is often<br />
a less expensive option than eating out. With<br />
the vast choice of high quality convenient fresh<br />
foods available people can easily experiment<br />
with foods that are fun to try, buy foods to share<br />
or choose foods that bring back memories of<br />
good times in the past.<br />
This could mean, for example, trying a<br />
new fresh dip such as houmous topped with<br />
chickpeas and dressed in a Moroccan relish,<br />
sharing a sticky chocolate brownie pudding as<br />
a dessert or choosing a traditional childhood<br />
recipe such as beef stew with dumplings.<br />
Responsibility<br />
Making the world a better place through<br />
food choices<br />
Whilst many people want to take steps to help<br />
the environment, they often find it hard to judge<br />
which processes and products are better or<br />
worse for the environment due to conflicting<br />
advice or too complex information.<br />
Therefore, people are tending to understand<br />
and connect most with straightforward ’green’<br />
behaviours which relate to their home and<br />
everyday life. This can include, for example,<br />
making a conscious effort to turn off lights,<br />
reduce water usage, recycle household items<br />
and buy more products that have been locally<br />
produced or made in a fair and ethical manner.<br />
Waste, in the form of food and food packaging,<br />
has become a key concern as it is seen as a cost<br />
– a cost to the individual or family if uneaten food<br />
has to be thrown away, as well as a cost to the<br />
environment if food is over-packaged or presented<br />
in packaging which cannot be recycled.<br />
Bakkavör + Pleasure<br />
In 2010 we won four prestigious food awards in the UK which<br />
is testament to our ability to develop and deliver high quality,<br />
innovative fresh prepared foods.<br />
Bakkavör + Responsibility<br />
In conjunction with our customers, we have clear targets on<br />
reducing waste going to landfill. These include reducing product<br />
packaging and increasing the recycled and recyclable content<br />
within it.<br />
See page 34
20<br />
Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Retail trends<br />
In this tough economic climate, in which consumers are spending more cautiously,<br />
grocery retailers are faced with managing increasing costs whilst striving to drive<br />
growth. As such they are focusing on four key areas – making their commercial<br />
model work harder, strengthening their global position successfully, developing<br />
their multi-channel approach and reinforcing their retailer brand proposition.<br />
We continue to adapt<br />
to the challenging<br />
environment, balancing<br />
sales and margins while<br />
seeking to grow market<br />
share and volumes.<br />
To continue to provide<br />
value to our customers,<br />
we have launched a new<br />
€350m cost reduction<br />
programme for the three<br />
years ending 2012.”<br />
John Rishton<br />
CEO, Ahold, November 2009<br />
Making the commercial<br />
model work harder<br />
Battling increasing costs and weak<br />
consumer confidence<br />
Higher energy and commodity costs coupled<br />
with low consumer confidence are pushing<br />
grocery retailers to implement a range <br />
of initiatives to save costs and boost <br />
customer spend.<br />
Cost saving initiatives<br />
Grocery retailers are stepping up their cost<br />
reduction programmes, focusing on areas<br />
such as supply chain efficiency, energy-saving<br />
initiatives and investment in new in-store<br />
technology.<br />
For example, they are increasing their use<br />
of shelf ready packaging, vehicle utilisation, low<br />
energy refrigeration and lighting, and new selfservice<br />
technology at the checkout.<br />
Promotions and pricing<br />
To encourage consumer spending grocery<br />
retailers have increased their level of<br />
promotional activity and introduced different<br />
promotional mechanics, such as meal deals,<br />
price reductions and rounded price points.<br />
Cautious globalisation<br />
Pressure in target markets to achieve<br />
good Return on Investment<br />
In recent years grocery retailers have<br />
strengthened their positions outside their<br />
domestic markets as part of their strategies for<br />
growth. Despite the tough economic climate,<br />
this has still remained high on the agenda.<br />
The most successful retailers have taken their<br />
experience and expertise from their core markets<br />
and adjusted these to meet the local consumer<br />
tastes and habits of the new market.<br />
However, as well as market entries there<br />
have been market exits where retailers have<br />
failed to adapt their offer, achieve a good Return<br />
on Investment or make significant investment.<br />
Going forward, we expect that global grocery<br />
retailers will continue to target growth potential<br />
in new markets. However, instead of rolling out<br />
quickly across several markets, retailers will<br />
concentrate on developing scale and strength<br />
locally in selected countries.<br />
Bakkavör + Commercial model<br />
In partnership with our customers we work hard to make<br />
and deliver our products as efficiently as possible, benefiting<br />
from our economies of scale. The combination of our size and<br />
operational flexibility means that we are able to produce the<br />
large promotional volumes required, at short notice, and in a<br />
just-in-time manufacturing environment.<br />
Bakkavör + Globalisation<br />
We have established positions in developing fresh prepared<br />
foods markets where we believe we can use our industry<br />
expertise and relationships with retailers to lead the growth<br />
and development of these markets.<br />
For example, we work with Tesco in the Czech Republic and<br />
Marks & Spencer in China and Hong Kong, and we have just<br />
launched a range of fresh prepared foods in Canada for one<br />
of the country’s leading retailers.<br />
Bakkavör Group Annual Report 2010
21<br />
UK grocery market share by channel % 2009 2014<br />
Global retailer market entries/exits<br />
Supermarkets and superstores<br />
Convenience<br />
20.7<br />
23.5<br />
Traditional retailing<br />
4.5<br />
3.3<br />
Discounters<br />
3.9<br />
4.6<br />
Online shopping<br />
2.6<br />
4.1<br />
IGD Research, 2009<br />
64.5<br />
68.3<br />
ExITS EnTRIES<br />
Chile<br />
India<br />
South Africa<br />
Walmart<br />
Russia*<br />
Bulgaria<br />
India<br />
Iran<br />
Groupe Carrefour<br />
Russia<br />
Algeria<br />
Thailand<br />
* Moscow buying office closed and market entry plans cancelled<br />
IGD Research, 2011<br />
India<br />
Tesco<br />
Egypt<br />
Kazakhstan<br />
METRO Group<br />
Morocco<br />
The popularity of<br />
our brand range with<br />
customers has meant that<br />
Tesco Finest and Tesco<br />
Value are themselves big<br />
brands in the UK. Tesco<br />
Value has become the<br />
second largest food brand<br />
in the UK…pushed into<br />
second place by Tesco<br />
Finest.<br />
Terry Leahy<br />
Former CEO, Tesco Plc,<br />
October 2010<br />
Multi-channel approach<br />
Online and convenience shopping gaining<br />
share from traditional store formats<br />
As people become increasingly time-pressured,<br />
technology-savvy and value-conscious they <br />
are looking for ways to make food shopping<br />
easier and cheaper. In response, grocery<br />
retailers are adopting a multi-channel approach,<br />
giving consumers greater accessibility and<br />
flexibility, and are investing significantly in <br />
two key areas: online shopping and <br />
convenience formats.<br />
The US and UK lead the way in online <br />
grocery retailing. In the UK the online market<br />
share of the total grocery market is set to nearly<br />
double over the next five years due to increasing<br />
broadband penetration and internet familiarity,<br />
improved functionality and mobile shopping<br />
devices.<br />
The increase in smaller households and the<br />
propensity for top-up shopping has seen sales<br />
in convenience stores growing ahead of those<br />
in traditional store formats. In order to exploit<br />
these trends, retailers continue to expand<br />
and develop their convenience store portfolio.<br />
Typically these stores stock a higher proportion<br />
of fresh prepared foods and impulse lines.<br />
Retailer brands<br />
Achieving differentiation through<br />
retailer brands<br />
Grocery retailer strategies continue to evolve as<br />
retailers work harder than ever to differentiate and<br />
demonstrate value to their shoppers.<br />
They are putting significantly more effort and<br />
investment into developing their retailer brand<br />
offers, either through lower prices or through the<br />
introduction of new ranges to build scale, increase<br />
choice, promote value/premium credentials and<br />
boost margins.<br />
Over the last two years, grocery retailers have<br />
introduced or expanded their own ’value’ brand<br />
ranges. Whilst these ranges are heavily reliant on<br />
volume they have been able to reinforce a low<br />
price perception, successfully attracting shoppers<br />
into their stores.<br />
At the same time grocery retailers have<br />
invested in ’super premium’ ranges to capture<br />
shoppers who want an eating out experience at<br />
eating in prices.<br />
As part of their strategic growth plans, the<br />
top global grocery retailers are committed to<br />
ensuring their retailer brands become increasingly<br />
international and are rolling them outside their<br />
core markets.<br />
Bakkavör + Multi-channel approach<br />
Most of our fresh prepared foods are ideally suited for the<br />
convenience store format, providing quick and fresh meal ideas<br />
for the time-pressed shopper. We are also seeing an increasing<br />
proportion of fresh prepared foods sales through the online<br />
shopping channel.<br />
Bakkavör + Retailer brands<br />
Developing products for retailer brands is at the heart of our<br />
business and we have over 40 years of expertise in this area.<br />
We are the supplier of choice for many of our customers owing<br />
to our understanding of consumer trends, our track record<br />
of innovation and our ability to develop and launch products<br />
quickly in fast-moving markets.
22<br />
Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Sales review<br />
We experienced good underlying sales growth in our key markets in 2010, with<br />
performance underpinned by strong sales uplifts in our UK Prepared business<br />
where like-for-like sales 1 growth was up 6.0% against a market growth of 4.6%<br />
in the full year.<br />
Turnover by business segment<br />
77% UK Prepared<br />
7% UK Produce<br />
12% Continental Europe<br />
4% Rest of World<br />
Trading overview<br />
We have achieved strong volume uplifts as<br />
our businesses have supported customers by<br />
participating in high levels of promotional activity<br />
and price reduction mechanics. However, such<br />
activity has also increased the commercial<br />
pressure of trading in such a competitive<br />
environment by reducing our price margins <br />
and increasing our promotional costs.<br />
In addition, increased inflation in certain key<br />
raw materials affected our profit throughout<br />
2010. High price rises in the core dairy markets<br />
together with increases in wheat prices in Q4<br />
had an impact on purchasing costs particularly<br />
for our businesses that manufacture desserts,<br />
bread and pizza. Towards the end of 2010<br />
further price increases in rapeseed oil, chicken<br />
and packaging were incurred and key fruit<br />
growing regions were impacted by inclement<br />
weather conditions. Mitigating these increased<br />
purchasing costs remains a priority and we are<br />
continuing to negotiate prices with customers<br />
and suppliers and hedge against price rises<br />
wherever possible. This inflationary environment<br />
has continued into 2011. We remain committed<br />
therefore to driving operational efficiencies and<br />
performance across all our businesses in order<br />
to offset these impacts on our profit margin.<br />
Group sales<br />
Like-for-like sales 1 for the Group increased<br />
2.5% in the full year reflecting strong growth<br />
in our core UK Prepared business. Group sales<br />
of £1,643.2 million were down £7.2 million<br />
compared with £1,650.4 million in 2009 following<br />
the sale of our produce business International<br />
Produce Limited (IPL) in October 2009 and the<br />
53rd trading week in 2009. The impact of these<br />
two movements on 2009 was £38.8 million and<br />
£28.7 million respectively.<br />
Sales by business segment<br />
The Group manages its business through<br />
four segments: UK Prepared, UK Produce,<br />
Continental Europe and Rest of World.<br />
UK Prepared<br />
(77% of 2010 Group turnover)<br />
Our core sales derive from our UK Prepared<br />
business which primarily supplies retailer<br />
branded products to all the major grocery<br />
retailers in the UK. UK Prepared sales amounted<br />
to £1,274 million in the full year compared to<br />
£1,232 million in 2009. Like-for-like sales 1 in our<br />
UK Prepared business were ahead of our <br />
targets, up 6.0% against a market growth of<br />
4.6% in the full year driven by strong sales <br />
uplifts in ready meals, ready to cook meals,<br />
soups, bakery products, prepared vegetables <br />
and prepared fruit.<br />
1. Like-for-like sales are on a ’constant currency’ basis. They include<br />
sales from associates and exclude sales from discontinued<br />
businesses. 2009 sales have been normalised due to 53rd week.<br />
Bakkavör Group Annual Report 2010
23<br />
In 2010 our sales grew<br />
ahead of or in line with<br />
the market in 10 out of<br />
the 14 UK fresh prepared<br />
foods categories which<br />
we track.<br />
Bakkavör<br />
UK Produce <br />
(7% of 2010 Group turnover)<br />
This business segment sells wholehead fresh<br />
produce to retail customers in the UK. Following<br />
the downscaling of our fresh produce business<br />
and in line with expectations, our like-for-like<br />
produce sales 1 declined by 20% in the full year.<br />
Sales dropped from £155.6 million in 2009 to<br />
£108.5 million in 2010, reflecting the sale of <br />
IPL in 2009 and the loss of sales as part <br />
of that disposal.<br />
Continental Europe <br />
(12% of 2010 Group turnover)<br />
In Continental Europe, Bakkavör has operations<br />
in France, Spain, Italy, Belgium and the Czech<br />
Republic which manufacture a variety of<br />
fresh prepared foods for grocery retailers and<br />
foodservice operators in mainland Europe.<br />
Like-for-like sales 1 were up 2% in the full year.<br />
We achieved strong sales performances in our<br />
prepared foods businesses in Belgium, Italy<br />
and France; however our French leafy salads<br />
business continued to put downward pressure<br />
on overall Continental European sales during<br />
the year due to reduced sales prices, increased<br />
competition and tighter margins. Sales in the <br />
full year amounted to £202.9 million, down<br />
by £8.3 million compared with 2009, mainly<br />
due to the impact of the 53rd week and the<br />
strengthening of sterling against the Euro<br />
between the two periods.<br />
Rest of World <br />
(4% of 2010 Group turnover)<br />
The Rest of World segment represents sales<br />
to retail and foodservice customers in the<br />
United States and Asia. Combined like-for-like<br />
sales 1 growth increased by 11% in the full year.<br />
Combined sales rose from £51.9 million in<br />
2009 to £57.8 million in 2010. Sales growth in<br />
the Group’s US business (Two Chefs on a Roll<br />
Inc.) was particularly strong as it successfully<br />
expanded both its customer base and product<br />
portfolio. The business has recently started to<br />
supply a major retailer in Canada in 2011 which<br />
will provide us with an excellent opportunity <br />
to grow our presence in this new region.<br />
Following a weak start to the year our Asian<br />
sales gradually improved and we saw modest<br />
growth in the year.
24<br />
Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Financial review<br />
”Our 2010 results reflect the tough economic climate we are faced with, <br />
with high input inflation and cautious consumer spending.Our focus remains<br />
on reducing costs, increasing efficiencies and achieving profitable sales growth <br />
to protect our profit margins and continually improve our cash flow position.”<br />
Peter Gates<br />
Chief Financial Officer<br />
Bakkavör Group<br />
Refinancing of Group debt<br />
The Group has now been fully refinanced<br />
following an agreement made in April 2010 <br />
with the lenders to the Icelandic parent<br />
entity. This agreement has deleveraged the<br />
Group considerably with around half of the<br />
debt converted into equity and the remainder<br />
extended until 2014.<br />
According to the agreement, 46% of <br />
the indebtedness has been converted into <br />
additional ordinary and preference share capital. <br />
The remaining 54% has been classified as a<br />
convertible debt instrument with the maturity<br />
extended to June 2014.<br />
Any amount of the convertible debt not <br />
repaid on maturity will automatically convert <br />
into ordinary shares.<br />
Refinancing of operating businesses<br />
The Group’s balance sheet has been<br />
strengthened with the refinancing of the<br />
operating businesses which took place in<br />
February 2011. All operating businesses have<br />
been placed under one funding structure and <br />
the repayment profile and the funding sources<br />
have been widened with the issuance of <br />
a seven-year £350 million listed bond (Irish Stock<br />
Exchange) and a new £380 million term loan and<br />
revolving credit facility.<br />
Sales<br />
Like-for-like sales 1 for the Group increased 2.5%<br />
in 2010, reflecting strong growth in our core UK<br />
Prepared business. Group sales were £1,643.2<br />
million in Fiscal Year 2010, compared with<br />
£1,650.4 million in Fiscal Year 2009, a decrease<br />
of £7.2 million, following the sale of International<br />
Produce Limited (IPL) in October 2009 and <br />
the 53rd trading week in 2009.<br />
The impact of these two movements on<br />
2009 sales was £38.8 million and £28.7 million,<br />
respectively.<br />
For more information on our overall sales<br />
performance and segmental breakdown, <br />
please see our Sales review on page 22.<br />
Operating profit<br />
Operating profit was £99.2 million compared<br />
with £85.4 million in 2009, an increase of <br />
£13.8 million or 16%. Operating profit in 2010<br />
included a £15.8 million credit from a change <br />
in the underlying assumptions in the UK defined<br />
benefit pension scheme and restructuring costs<br />
of £3.7 million (2009: £5.2 million).<br />
1. Like-for-like sales are on a ’constant currency’ basis. They include<br />
sales from associates and exclude sales from discontinued<br />
businesses. 2009 sales have been normalised due to 53rd week.<br />
Bakkavör Group Annual Report 2010
25<br />
Key financial figures<br />
Sales<br />
£bn<br />
1.8<br />
1.6<br />
1.4<br />
1.2<br />
1.0<br />
0.8<br />
0.6<br />
0.4<br />
0.2<br />
0<br />
Adjusted EBITDA 2<br />
Adjusted EBITDA margin 2<br />
£m / %<br />
Free cash flow 3<br />
£m<br />
180<br />
15<br />
140<br />
160<br />
120<br />
140<br />
100<br />
120<br />
10<br />
80<br />
100<br />
60<br />
80<br />
40<br />
60<br />
5<br />
20<br />
40<br />
0<br />
20<br />
-20<br />
0<br />
0<br />
-40<br />
05 06 07 08 09 10 05 06 07 08 09 10<br />
05 06 07 08 09 10<br />
EBITDA<br />
In 2010 adjusted EBITDA 2 decreased by 3%<br />
to £131.4 million compared with £135.1 million <br />
in 2009. The Group achieved solid EBITDA<br />
growth in its core UK Prepared business, but<br />
overall performance was impacted by higher<br />
commodity input costs, the sale of IPL and <br />
the 53rd trading week in 2009. In 2010 the<br />
adjusted EBITDA margin 2 was 8.0% compared<br />
with 8.2% in 2009.<br />
Interest<br />
Interest payments in the year were £59.2 million<br />
compared with £58.0 million in the same period<br />
in 2009, an increase of £1.2 million. Payments<br />
in 2010 representing an acceleration of interest<br />
payments in anticipation of the refinancing<br />
being completed.<br />
Net finance costs excluding one-off items<br />
in 2010 totalled £69.6 million compared with<br />
£84.0 million in the same period in 2009.<br />
The reduction of £14.4 million is due to lower<br />
average operating debt and reduced interest<br />
margins following the successful refinancing<br />
process that was completed in May 2010. <br />
One-off items of £12.3 million include <br />
debt restructuring costs associated with <br />
that process.<br />
Other gains and losses<br />
The Group classifies movements in derivatives,<br />
financial instruments and exchange rate<br />
adjustments as other gains and losses.<br />
Non-cash losses arising on derivative<br />
financial instruments and foreign exchange<br />
movements amounted to £15.1 million in 2010<br />
compared to a gain of £3.1 million in 2009.<br />
The losses were largely due to the impact of<br />
the strengthening of the ISK from the start<br />
of the year on the Group’s ISK denominated<br />
convertible loan.<br />
Tax<br />
Taxation charge for the Group was £17.1 million<br />
in 2010, compared with a tax credit of<br />
£16.4 million in 2009.<br />
Trading between the Group’s subsidiaries<br />
is monitored carefully to ensure that all<br />
transactions are based on arm’s length<br />
principles. Careful management of income <br />
tax continues to be an important contribution <br />
to the overall performance of the Group.<br />
2. Adjusted EBITDA is presented pre-restructuring costs.<br />
3. Free cash flow is defined as the amount of cash generated<br />
by the business, after meeting all its obligations for interest,<br />
tax and investments in tangible assets.
26<br />
Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Financial review<br />
continued<br />
Profit/loss<br />
Loss after tax for 2010 was £13.6 million,<br />
compared with a loss of £11.8 million in the<br />
same period 2009.<br />
Dividends<br />
Dividends are decided each year at the Group’s<br />
Annual General Meeting (AGM). The AGM of<br />
Bakkavör Group ehf., held on 14 May 2010,<br />
resolved that no dividend will be paid in the year<br />
2010 (2009: nil) and the Group’s AGM on 25<br />
February 2011 also resolved that no dividends <br />
be paid out.<br />
Capital structure<br />
Following the successful refinancing of <br />
the Group in spring 2010, the Group has<br />
deleveraged considerably. Total equity increased<br />
by £135.6 million in the year to December 2010 <br />
to £243.2 million as a considerable element of<br />
the Group’s debt was converted to equity.<br />
Assets<br />
The Group’s total assets at 31 December 2010<br />
were £1.48 billion, which is in line with the<br />
value of the assets at year-end 2009. Under<br />
IFRS, the value of goodwill is tested annually<br />
for impairment. At year-end 2009 an impairment<br />
test was performed on the goodwill of Bakkavör<br />
Group and, as a result of the test, goodwill<br />
impairment was not required.<br />
Borrowings<br />
Current liabilities reduced by £295.7 million to<br />
£421.3 million at the end of 2010, reflecting the<br />
restructuring of Group debt earlier in the year.<br />
Non-current liabilities have increased by <br />
£159.8 million to £814.6 million at the end <br />
of 2010, largely due to debt maturities being<br />
extended to 2014.<br />
Cash flow<br />
The Group’s free cash flow 3 generation in the<br />
year was £54.8 million, £13.5 million less than <br />
in the same period in 2009.<br />
Comparing the year-on-year changes, the<br />
cash flow in the second half of 2009 included<br />
a step-change recovery of the working capital<br />
position of the Group and therefore is not<br />
representative of what can be achievable <br />
going forward. Cash generated from operations<br />
pre-restructuring costs was £138.4 million in<br />
2010 compared with £164.3 million in the same<br />
period in 2009, a decrease of £25.9 million. <br />
This reduction in net cash from operations is<br />
primarily due to the reduction of EBITDA and<br />
a reduction in cash generated from working<br />
capital changes.<br />
3. Free cash flow is defined as the amount of cash generated<br />
by the business, after meeting all its obligations for interest,<br />
tax and investments in tangible assets.<br />
Bakkavör Group Annual Report 2010
27<br />
Investing activities<br />
Investing activities totalled £36.1 million in 2010<br />
compared with £32.8 million in 2009. Capital<br />
investments of £20.9 million are £3.2 million<br />
lower when compared with the same period<br />
in 2009 as the business continues to keep its<br />
capital expenditure programme focused. The<br />
Company has made payments of £16.7 million<br />
in the year relating to acquisitions made in <br />
prior years.<br />
Our capital expenditure programme is<br />
geared towards meeting our planned growth<br />
needs and ensuring that we can maintain costefficiency<br />
and infrastructure requirements. Over<br />
the last three years, we have made significant<br />
investments in both acquisitions and capacity<br />
expansions, totalling £184.2 million, of which<br />
£94.7 million was invested in our existing and<br />
newly acquired factories.<br />
We expect that capital expenditure activity<br />
will generally be in line with depreciation in<br />
future years.<br />
Financial risk management<br />
The Group is exposed to a number of financial<br />
risks such as access to and cost of funding,<br />
interest rate exposure, currency exposure<br />
and working capital management. The Group<br />
seeks to minimise these risks where possible<br />
and does this by constantly monitoring,<br />
reviewing, effectively managing and using<br />
derivative financial instruments. Use of financial<br />
instruments is governed by Group policies <br />
which are approved by the Board of Directors.<br />
The treasury function does not operate as a<br />
profit centre, makes no speculative transactions<br />
and only enters into or trades financial<br />
instruments for specific purposes.<br />
Details of financial risk management,<br />
including market risk (interest rate risk and<br />
currency risk), credit risk and liquidity risk can <br />
be found in note 33 in the Consolidated Financial<br />
statements. For an overview of the Group’s key<br />
operational risks please see page 28.<br />
Accounting policies<br />
The Consolidated Financial Statements<br />
for the period ended 31 December 2010 have<br />
been prepared in accordance with International<br />
Financial Reporting Standards (IFRS) as adopted<br />
by the EU. The accounting policies adopted are<br />
consistent with those followed in the preparation<br />
of the Group’s Annual Financial Statements for<br />
the year ended 31 December 2009 except for<br />
the impact of the adoption of IFRS 8 Operating<br />
Segments and IAS1 (revised 2007) Presentation<br />
of Financial Statements.<br />
<br />
Peter Gates<br />
Chief Financial Officer
28<br />
Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Risk management<br />
The Group is exposed to a number of risks and uncertainties across a range <br />
of strategic, operational and financial areas. The Group continually reviews <br />
its internal control and risk management processes and is striving to align<br />
itself with the processes set out by the Board of Bakkavör Group ehf., the<br />
Group’s ultimate parent entity. The Board has the ultimate responsibility<br />
for risk management, which includes the risk governance structure and the<br />
maintenance of an appropriate internal control framework.<br />
The key risk areas, as identified by Bakkavör Group ehf., are explained below.<br />
Our five key risk areas<br />
Operational<br />
1 2<br />
safety<br />
Sustainable<br />
growth<br />
Link to strategic priority<br />
We are focused on the fresh prepared foods and<br />
produce markets, fast-moving markets which require<br />
just-in-time manufacturing and the ability to handle<br />
fresh foods in a safe manner.<br />
Potential impact<br />
Compromising on either the Health and Safety of our<br />
employees or the quality and safety of our products<br />
could affect the reputation of our business and<br />
jeopardise the long-term prospects of the industry.<br />
Mitigation<br />
We train our employees in operational and food safety<br />
at all levels within our operations and set internal<br />
training targets.<br />
We use documented quality management systems<br />
(QMS) based on Hazard Analysis Critical Control Point<br />
(HACCP) principles and Bakkavör Codes of Practice<br />
to ensure products are safe, legal, of the quality<br />
required by our customers and made in a safe working<br />
environment.<br />
We use traceability systems, allowing us to track<br />
ingredients quickly both from source through to<br />
the finished product and from finished product back<br />
to source.<br />
We work closely with our suppliers to source safe,<br />
legal, quality ingredients to consistent standards. Our<br />
raw material management system ensures the integrity<br />
of our supply chains from both farms and factories.<br />
Link to strategic priority<br />
Bakkavör Group focuses on fast-growing sectors of the<br />
food industry. The business has been characterised by<br />
considerable growth in recent years through strategic<br />
acquisitions and organic growth.<br />
Potential impact<br />
Major acquisitions entail risks, which relate to the<br />
Group’s ability to integrate acquisitions effectively,<br />
realise economic benefits and understand cultural<br />
differences. Any failed integration would have an<br />
adverse effect on Bakkavör Group’s operations.<br />
Mitigation<br />
We set management objectives which<br />
focus on performance, maximising synergies and<br />
integration. We insist on exacting due diligence<br />
and rigorous capital expenditure sign off procedures.<br />
We use existing management expertise wherever<br />
possible to ensure best practice is adhered to and<br />
spread across the Group.<br />
Bakkavör Group Annual Report 2010
29<br />
How we manage risk<br />
The Board of Directors plays a leading role<br />
in seeing that the Group has the necessary<br />
capabilities, expertise, processes and controls<br />
in place to manage risk in each of our five key<br />
risk areas.<br />
Identify key<br />
Understand<br />
1 2<br />
risks<br />
potential impact<br />
The Group is striving to be fully aligned to<br />
ensure that these areas of risk are fully<br />
managed at all levels of the Group in order<br />
to ensure the long-term sustainability and<br />
profitability of the Group.<br />
5<br />
Review and<br />
re-assess<br />
4<br />
Report regularly<br />
on risk<br />
management<br />
to Board<br />
3<br />
Develop<br />
action for<br />
mitigation<br />
Customer<br />
Consumer<br />
3 4 5<br />
relationships<br />
understanding<br />
Shareholder<br />
value<br />
Link to strategic priority<br />
We target growth sectors and build strong<br />
relationships with our customers around the world.<br />
We develop products in close partnership with our<br />
customers and our products predominantly carry<br />
their brand names.<br />
Potential impact<br />
Our industry is characterised by the concentration<br />
of business with a small number of major customers.<br />
Therefore, each customer is of critical importance to<br />
us and maintaining strong relationships with each and<br />
every customer is crucial for the business.<br />
Mitigation<br />
We maintain strong relationships with our customers<br />
at various levels of the organisation. Our employees<br />
talk to their customer peers regularly (often daily). At a<br />
senior level, we appoint ’Customer Champions’ who are<br />
responsible for managing overall customer relations<br />
and longer-term strategic planning, which includes an<br />
analysis of opportunities, detailed action plans and a<br />
set of live internal targets and timelines against which<br />
our employees are appraised and developed. Such<br />
planning ensures that customer service, innovation,<br />
product development and commercial viability remain<br />
uppermost in our minds.<br />
Link to strategic priority<br />
At the heart of our success are the people who buy and<br />
eat our finished products – our consumers. We need<br />
to understand the needs of our customers and their<br />
consumers in order to achieve growth.<br />
Potential impact<br />
Developing products which underperform in the market<br />
place can negatively affect the profits, time, resource<br />
and reputation of the business.<br />
Mitigation<br />
We carry out consumer research which we share with<br />
our customers. We ensure that our marketing and<br />
development teams stay abreast of major food trends.<br />
We actively encourage our employees to be innovative.<br />
Innovation is one of our five corporate values against<br />
which we recruit and promote our employees.<br />
Link to strategic priority<br />
The principal goal of Bakkavör Group is to provide<br />
good, long-term returns for its shareholders. We value<br />
the trust that they place in us.<br />
Potential impact<br />
Losing their trust is a long-term risk for the business.<br />
Mitigation<br />
The key to achieving the Group’s principal goal is the<br />
development and communication of a clear strategic<br />
vision and the recruitment and retention of talented<br />
management to implement it.
30<br />
Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Responsibility report<br />
At Bakkavör we focus on doing things the right way, ensuring <br />
we consider the needs of those that matter to us – our employees,<br />
customers, consumers, suppliers, local communities and our<br />
shareholders and lenders – as well as reducing our environmental<br />
impact where we have direct control. We have values and systems<br />
in place to ensure we not only do this right but keep doing it right.<br />
Shareholders<br />
Suppliers<br />
Our<br />
Our<br />
Our<br />
Environment<br />
Our<br />
Neighbourhood<br />
1<br />
2<br />
3<br />
Health & Safety<br />
The place<br />
to work<br />
The partner<br />
of choice<br />
Caring for our<br />
community<br />
Our<br />
Employees<br />
Recruitment<br />
Retention<br />
Our<br />
Customers<br />
Diversity<br />
Communication<br />
Ann Savage<br />
Group Technical Director<br />
Responsible for Bakkavör’s<br />
Corporate Responsibility.<br />
Our CSR framework<br />
We have created a clear framework, which<br />
identifies our areas of Corporate Social<br />
Responsibility (CSR). The diagram above<br />
illustrates our three priority areas and <br />
key stakeholders.<br />
Our CSR pillars<br />
Within our key areas of focus we have <br />
identified six strategic CSR pillars, which we<br />
believe we must successfully manage if we<br />
are to achieve our long-term business goals<br />
sustainably and profitably.<br />
1. The place to work<br />
We have 58 operating sites in ten different<br />
countries and employ over 18,000 people.<br />
We are committed to provide a safe working<br />
environment for our employees and to reward<br />
them for their initiatives and commitment to <br />
the business.<br />
Health and Safety (H&S)<br />
Our responsibility is to take every reasonable<br />
step to secure and protect the health and safety<br />
of our employees, visitors and contractors at all<br />
of our sites.<br />
Our performance<br />
Read about our performance<br />
and targets.<br />
See page 35<br />
Bakkavör Group Annual Report 2010<br />
How we manage our responsibilities<br />
Our Group Technical Director, a member of <br />
the Management Board, is responsible for<br />
CSR and reports monthly to the Management<br />
Board on progress and priorities. Our Group<br />
CSR Manager is responsible for delivering the<br />
CSR Strategy and co-ordinating improvement<br />
activity across the Group. Our Group Safety,<br />
Health and Environment Auditor is responsible<br />
for monitoring and reporting business unit<br />
compliance.<br />
Our approach is to ensure we comply with <br />
all legislation relevant to our global operations. <br />
We also take a continuous improvement<br />
approach to the development and sharing of<br />
good practice across the business. To facilitate<br />
this, we co-ordinate the activity of various Action<br />
Teams, e.g. our Energy Action Team and our<br />
Waste Action Team, who focus on providing<br />
solutions and testing new technologies and<br />
practices for wider application across the Group.<br />
These teams are typically made up of internal<br />
key stakeholders and, when required, selected<br />
external experts.<br />
Health and Safety reporting and performance<br />
Our Group Technical Director is accountable for<br />
Health and Safety management throughout the<br />
business and reports monthly on KPIs agreed<br />
by the Management Board. We also appoint<br />
Health and Safety professionals at each site,<br />
responsible for reporting on Health and Safety<br />
matters to the site’s executive management<br />
team and putting into action site-specific Health<br />
and Safety plans.<br />
Our Health and Safety KPIs include major<br />
and reportable accidents per 100,000<br />
employees and we are pleased to report that <br />
in 2010, these reduced by 38% and 25%<br />
respectively year-on-year.<br />
This represents a significant step change <br />
in a year that the Health and Safety Executive<br />
(HSE) reported an 8% rise in accidents in the<br />
Food and Drink Sector. We have set ourselves a<br />
new target for 2011 to achieve a further 20%<br />
reduction in major and reportable accidents <br />
and have identified five areas of priority<br />
through which we aim to further improve <br />
our performance.
31<br />
CSR pillars<br />
People and ethics<br />
Treating our employees fairly and assuring their health and well-being. Caring for and engaging with our local communities.<br />
Sustainable sourcing<br />
Environmental efficiency<br />
Working with our customers and suppliers to ensure that the materials we use are sourced responsibly. Avoiding negative<br />
impacts on the environment and local communities in the regions from which we source materials.<br />
Minimising the usage of natural resources and the direct environmental impact of our operations.<br />
Environmental protection<br />
Conducting our operations in a responsible manner, avoiding negative impacts on the environment.<br />
Health and Safety<br />
New Product Development<br />
Assuring the Health and Safety of all employees, visitors and contractors on our premises. Working with our employees to<br />
continuously improve the Health and Safety culture of our businesses.<br />
Working with our customers and suppliers to develop product and packaging solutions, delighting our customers and reducing<br />
the impact of the products we make.<br />
Our H&S priority areas<br />
1. Slips and trips<br />
2. Electrical safety<br />
3. Manual handling<br />
4. Machinery safety<br />
5. Encouraging near miss<br />
reporting and an accident<br />
prevention culture<br />
Our values<br />
1. Customer care<br />
2. Teamwork<br />
3. Can do<br />
4. Innovation<br />
5. Getting it right / keeping it right<br />
In 2010 we implemented<br />
a people survey in the<br />
UK, to gain the views<br />
of our employees on<br />
what it is like to work<br />
for Bakkavör. We are<br />
now working on action<br />
plans for identified<br />
improvement areas<br />
including for example,<br />
better communication<br />
within and across our<br />
businesses.<br />
Health and Safety culture and communication<br />
Our aim is to develop a pro-active accident<br />
prevention culture within the Group and we<br />
are making good progress through improved<br />
communication networks and safe behaviour<br />
training. Our annual Health and Safety<br />
Conference provides an excellent forum for<br />
encouraging Group-wide communication and<br />
allowing our Health and Safety experts to <br />
share knowledge and best practice. In 2010 <br />
we introduced three new internal Health<br />
and Safety awards to encourage employee<br />
engagement, pro-activity and innovative<br />
approaches to Health and Safety across <br />
the Group.<br />
Our employees<br />
The systems we have in place allow our<br />
employees to be recognised, rewarded and<br />
promoted fairly and our aim is to be the <br />
employer of choice in the food industry.<br />
The way in which our people work is<br />
underpinned by our five core values, which<br />
encourage initiative and give our people the<br />
opportunity to reach their potential in an<br />
environment where innovation and change<br />
are welcomed. To ensure these values are<br />
embedded in our working behaviour and<br />
practices we recruit, reward, develop and<br />
appraise our people against them. In 2010 we<br />
reviewed and refreshed our values to ensure<br />
they remain ’alive’ within our businesses and<br />
this year we will be rolling out additional tools<br />
for businesses to use to ensure the values are<br />
embraced across our diverse Group.<br />
Training and development<br />
Our approach to training reflects the<br />
decentralised structure of the Group, with<br />
each business making the decision on how<br />
they train and develop their employees,<br />
complemented by Group-wide training courses<br />
to develop excellence in particular functions.<br />
We are committed to ’growing our own’ people<br />
and, alongside training and development<br />
programmes, we have an established appraisal<br />
and self-development system. Through this we<br />
have developed a ’talent bank’ of employees<br />
based on performance and potential and we<br />
identify opportunities for them to grow within<br />
the business. We are pleased to report that<br />
in 2010, 63% of our vacancies were filled<br />
internally, exceeding our target of 50%.<br />
Recruitment and retention<br />
Our values play a key role in our recruitment<br />
process, helping us to attract highly serviceorientated<br />
and empowered self-starters who<br />
thrive in a ’can do’ informal culture. We run <br />
a two-year Accelerated Management Scheme<br />
(AMS) – a fast-track programme for new<br />
graduates and current employees, giving them<br />
an opportunity to gain hands-on experience <br />
in jobs within the Group, alongside trainers <br />
and mentors. Participants in the AMS<br />
specialise in one of the six core areas <br />
of strategic importance to the business.
32<br />
Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Responsibility report<br />
continued<br />
Core areas covered by our AMS<br />
1. Manufacturing<br />
2. Product development<br />
3. Technical (food safety)<br />
4. Produce (procurement)<br />
5. Purchasing<br />
6. Finance<br />
In 2010 we recruited 14 people on the AMS <br />
in a year when overall graduate vacancies fell<br />
by 7% in the UK.<br />
We have set resignation turnover targets of<br />
10% for managers and 25% for our site graded<br />
employees. In 2010 we hit the first target and<br />
exceeded our second with retention rates<br />
at 90% for both managers and site graded<br />
employees.<br />
the necessary resources required to support<br />
individuals within our businesses. In the UK,<br />
for example, we provide training in a number of<br />
different languages and offer English language<br />
training to both native and non-native speakers.<br />
2. The partner of choice<br />
At Bakkavör we aim to be the partner of choice<br />
for all who deal with us.<br />
Case study<br />
In 2010 Hitchen Foods won the<br />
’Diversity in Recruitment’ Award at<br />
the Food Manufacturing Excellence<br />
Awards for its work in encouraging<br />
local long-term unemployed and<br />
disadvantaged people into fulltime<br />
jobs.<br />
Employee communication<br />
One of the biggest challenges as a large<br />
international food company is ensuring we<br />
communicate effectively and encourage<br />
employee engagement across, and within, <br />
our businesses.<br />
Locally, daily team briefings and weekly<br />
up-dates are held to ensure our employees<br />
know what is happening within their area at<br />
their site. We also encourage open channels<br />
of communication between employees and<br />
management through regular Site Employee<br />
Forums (SEFs) and the annual Group Employee<br />
Forum (GEF) where matters of common<br />
concern are discussed and learnings, <br />
best practice and ideas are shared. This <br />
enables positive policy development and <br />
the communication and discussion of<br />
operational changes.<br />
Diversity<br />
We are proud of our diverse, multi-cultural<br />
workforce which spans ten countries. Our<br />
aim is to create open and inclusive workplace<br />
cultures and we offer diversity training courses<br />
at a number of our sites in order to manage<br />
our employees’ expectations and provide<br />
Our customers and our consumers<br />
We have a responsibility to provide food that is<br />
safe to eat and we are committed to providing<br />
our customers with outstanding service,<br />
quality, innovation and value. To achieve this<br />
we work closely with them to understand<br />
their requirements so that we can develop,<br />
manufacture and supply safe, innovative, high<br />
quality products in a demanding just-in-time<br />
manufacturing environment. At each site,<br />
product quality and food safety at different<br />
stages of the manufacturing process are<br />
carefully monitored against strict specifications.<br />
Our suppliers<br />
We are proud of the strong and long<br />
relationships we have built with a number of<br />
our suppliers. We forge the most successful<br />
relationships with those suppliers who have <br />
a similar ethos to us – customer service, food<br />
safety excellence, a quest for continuous<br />
improvement and proof of innovative, forward<br />
thinking. These criteria form part of our<br />
supplier selection process and are essential <br />
in meeting our long-term needs.<br />
Bakkavör Group Annual Report 2010
33<br />
In 2010 we hit our resignation turnover target for<br />
managers and exceeded our target for site graded<br />
employees – our retention rates were 90% for both.<br />
Bakkavör<br />
Case study<br />
In 2010, seven Bakkavör<br />
products were shortlisted<br />
at the Quality Food Awards,<br />
widely regarded as the<br />
UK’s leading food and<br />
drink awards. Two of these<br />
products were judged as<br />
winners in the Delicatessen<br />
and the Vegetarian categories.<br />
Ethical trading<br />
Bakkavör supports the United Nations’<br />
Universal Declaration of Human Rights and<br />
the core conventions of the International<br />
Labour Organisation. We, and our suppliers,<br />
are required to comply with all local and<br />
national laws covering working hours and<br />
conditions, Health and Safety, rates of pay,<br />
terms of employment and minimum age of<br />
employment. We also carry out supplier <br />
ethical audits based on risk-assessment and<br />
customer input.<br />
Our environment<br />
We are committed to comply with all relevant<br />
environmental legislation and pro-actively<br />
manage and reduce our direct impacts on the<br />
environment. We focus on five main areas of<br />
impact over which we have immediate control.<br />
We work collaboratively with key suppliers <br />
and customers to ensure our goals in these <br />
five priority areas are achievable and to <br />
meet specific environmental initiatives, <br />
as set out in our customers’ Corporate<br />
Responsibility agendas.<br />
Our environmental priorities<br />
1. Energy<br />
2. Water<br />
3. Packaging<br />
4. Transport<br />
5. Waste<br />
Temporary labour<br />
We have seasonal requirements for additional<br />
temporary resource and, in the UK, we work<br />
closely with a selected group of temporary<br />
labour providers who hold Gangmaster Licences.<br />
All our temporary workers in the UK are subject<br />
to UK legislation.<br />
Our shareholders and lenders<br />
We are committed to communicating openly<br />
and in a consistent and detailed manner as is<br />
commercially sensible.<br />
3. Caring for our community<br />
In our approach to this key priority we focus<br />
on reducing the environmental impact of our<br />
operations where we have direct control,<br />
developing products that meet consumer needs<br />
and minimise waste and supporting the local<br />
communities in which we operate.<br />
Environmental reporting and management<br />
The overall responsibility for environmental<br />
management falls under our Group Technical<br />
Director, supported by the Group’s CSR<br />
Manager who has day-to-day responsibility. The<br />
CSR Manager and the Group’s Environmental<br />
Steering Group (ESG) meet quarterly and<br />
work closely on environmental initiatives. We<br />
also have site-based Environmental Action<br />
Teams to ensure our businesses deliver their<br />
environmental goals.<br />
We hold an annual UK Environmental<br />
Conference which provides a platform to share<br />
knowledge and best practice across our<br />
operations and we have also established an<br />
annual Group Environment Award to promote<br />
environmental initiatives. Each of our businesses<br />
takes ownership of its environmental<br />
responsibilities, whilst being guided and<br />
supported at Group level.
34<br />
Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Responsibility report<br />
continued<br />
Case study<br />
Our Caledonian Produce business<br />
received the ’Leadership in Working<br />
in the Community’ Award at Marks<br />
& Spencer 'Plan A' conference 2011<br />
due to the unique partnership it has<br />
developed with the local high school.<br />
Bakkavör Group Annual Report 2010<br />
Environmental performance<br />
We have detailed some of the key initiatives and<br />
improvements made in our five areas of priority<br />
over the past twelve months:<br />
Energy<br />
Our sites employ a number of different<br />
initiatives to reduce their energy consumption,<br />
for example: undertaking site energy surveys,<br />
installing sub-metering on key processes or<br />
systems, using energy efficient lighting and<br />
changing working practices to ensure energy is<br />
not used unnecessarily.<br />
Water<br />
We aim to optimise the Group’s water efficiency<br />
by minimising water usage, increasing water<br />
recycling where possible and assessing<br />
and refining on-site waste water treatment<br />
processes. For example, at two of our UK sites<br />
we have implemented rain water harvesting<br />
systems reducing mains usage by around<br />
10,000 litres every day.<br />
Waste<br />
We are committed to reducing and recycling<br />
waste and diverting waste from landfill wherever<br />
possible. Our target in the UK is to divert over<br />
90% of our waste from landfill and we achieved<br />
this target in 2010. Two of our key initiatives are:<br />
1. Pro-active management of waste streams –<br />
using segregation processes and isolating<br />
waste that can be recycled, reused,<br />
composted or anaerobically digested.<br />
2. Eliminating waste at source i.e. developing<br />
product and packaging solutions that<br />
minimise waste, and reducing the amount <br />
of packaging on inbound materials.<br />
At our Bakkavör Spalding site, we are evaluating<br />
the installation of an Anaerobic Digestion plant to<br />
convert waste into renewable heat and electricity<br />
for use on the site. This has the potential to<br />
significantly reduce carbon emissions.<br />
Packaging<br />
In collaboration with our packaging suppliers <br />
we are actively reducing the weight of packaging<br />
waste going to landfill. Since 2006 this has<br />
equated to packaging weight being reduced<br />
by over 2,000 tonnes. We continue to reduce<br />
packaging weight through NPD, increase <br />
the percentage of recycled and recyclable<br />
materials used and support the development <br />
of sustainable sources of supply.<br />
Transport<br />
In partnership with one of our key supply<br />
chain providers we have made a significant<br />
improvement in vehicle utilisation. This has<br />
involved the application of cost-effective<br />
technology and an integrated approach to<br />
transport planning that links inbound raw<br />
materials with outbound finished product,<br />
resulting in an annual reduction in CO 2 of<br />
128,250 kg.<br />
Our products: Environmental product<br />
development (EPD)<br />
We are committed to working with our<br />
customers and their consumers to understand<br />
how we can improve our environmental<br />
performance throughout the product packaging<br />
life cycle. For example, making the packaging as<br />
environmentally efficient as possible and using<br />
clear communication on the packaging to help <br />
the consumer dispose of it correctly.
35<br />
Our target in the UK is to divert over 90% of our<br />
waste from landfill. We achieved 92% in 2010 and<br />
have set ourselves a target of 98% by the end of 2012.<br />
Bakkavör<br />
Our improved waste and cost reduction <br />
initiatives have been recognised and we have<br />
been invited to speak at retailer conferences <br />
to share our approach.<br />
Our communities<br />
We recognise that our businesses impact<br />
their local communities. We expect our local<br />
management teams to understand the issues<br />
facing these communities and we encourage<br />
them to be pro-active in organising and<br />
supporting local initiatives.<br />
Good Neighbour Awards<br />
At the Group’s annual GEF we reward the sites<br />
that have made the most positive impacts in<br />
their local communities and have successfully<br />
recognised neighbourhood issues as part of their<br />
business plans.<br />
Other sponsorships<br />
In 2010 we donated over £120,000 to charitable<br />
organisations.<br />
Our CSR performance and future priorities<br />
CSR pillar KPI and targets Performance and highlights 2010 Future targets/actions<br />
People and<br />
ethics<br />
Employee resignation turnover. Target: 10% of<br />
managers / 25% site graded employees<br />
% of vacancies filled internally (Growing our<br />
own initiative). Target: 50%<br />
Resignations: Managers (10%), Site graded employees (10%).<br />
Awarded Diversity in Recruitment (Hitchen Foods)<br />
63% Target 50%<br />
Target 10% managers /<br />
25% site graded employees<br />
Employee satisfaction People survey implemented Develop action plan for areas of<br />
improvement identified by survey<br />
Demonstration of formal engagement with<br />
local communities through annual Good<br />
Neighbour Awards<br />
10 sites entered the awards. The winning entry from Bakkavör<br />
Pizza in Holbeach St Marks included opening a Community<br />
Gym on site which offers subsidised membership<br />
Year-on-year increase in number<br />
of sites submitting entries<br />
Sustainable<br />
sourcing<br />
Health &<br />
Safety<br />
Environmental<br />
protection<br />
Environmental<br />
efficiency<br />
NPD/<br />
Commercial<br />
Avoid negative impacts on the environment and<br />
local communities in the regions from which we<br />
source materials<br />
No. of major accidents and reportable accidents<br />
per 100k employees. Target: 20% reduction of<br />
major and reportable accidents<br />
Compliance with relevant legislation in water<br />
and waste management systems<br />
Waste diverted from landfill. Target for UK: >90%<br />
Worked towards sustainable sourcing of palm oil<br />
Major accidents and reportable accidents down by 38% and<br />
25% respectively. Three new internal awards launched to<br />
recognise and reward H&S commitment<br />
Introduced odour reduction measures and installed acoustic<br />
fence to reduce noise at two ready meals sites<br />
92% of our waste diverted from landfill. Step change<br />
in amount of food waste diverted to Anaerobic Digestion<br />
Became registered users of the<br />
Sustainable Palm Oil Certification<br />
Scheme in 2011<br />
Target set to reduce major<br />
and reportable accidents by a<br />
further 20%<br />
Aim to exceed relevant legislation<br />
requirements<br />
To divert 98% waste from landfill<br />
by the end of 2012<br />
Energy usage Implementation of various energy-saving initiatives To reduce our energy usage by<br />
10% by 2011 and by 30% by 2015<br />
Develop product and packaging solutions to<br />
delight our customers and reduce the environmental<br />
impact of the products we produce<br />
Winner of two UK Quality Food Awards; another five<br />
shortlisted
36<br />
Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Meet the management<br />
Board of Directors<br />
1 2 3<br />
4 5<br />
1. Ásgeir Thoroddsen* †<br />
Non-executive Director<br />
Ásgeir has served on Bakkavör Group ehf.’s<br />
Board of Directors since 2000. He is a lawyer<br />
and has been a partner in a Reykjavík law<br />
firm since 1977 and an attorney to the<br />
Supreme Court of Iceland. He is also<br />
Chairman of Intrum Iceland hf., Frjálsi<br />
lífeyrissjóðurinn and Íshestar ehf. Ásgeir<br />
holds a Cand. Juris degree from the<br />
University of Iceland and a degree in Public<br />
Administration from New York University.<br />
2. Ágúst Gudmundsson<br />
Chief Executive Officer<br />
Ágúst founded Bakkavör Group ehf. with<br />
his brother Lýdur in 1986 and has served on<br />
the Board of Directors since the Company’s<br />
founding. He has served as Chief Executive<br />
Officer of Bakkavör Group ehf. since 2006,<br />
having previously served as the Company’s<br />
Executive Chairman between 1986 and<br />
2006. Ágúst was educated at the College <br />
of Ármúli in Reykjavík, Iceland.<br />
3. Lýdur Gudmundsson* †<br />
Non-executive Chairman<br />
Lýdur founded Bakkavör Group with his<br />
brother Ágúst and has also served on<br />
its Board of Directors since its founding.<br />
He served as Chief Executive Officer of<br />
Bakkavör Group ehf. from 1986 to 2006, <br />
and has served as the Chairman of the <br />
Board of Directors since 2006. Lýdur <br />
was educated at the Commercial College <br />
of Iceland.<br />
4. Halldór B. Lúdvígsson †<br />
Non-executive Director<br />
Halldór was elected to Bakkavör Group ehf.’s<br />
Board of Directors in May 2010. He serves as<br />
a Managing Director at Arion Bank’s corporate<br />
finance division, previously having served as<br />
CEO of Maritech, an international technology<br />
company. Halldór is a member of the Board of<br />
Atorka hf., Exista ehf., 1998 hf., NordicPhotos<br />
ehf., Stiki ehf., Ármannsfell ehf., Intelscan<br />
ehf. and Interbulk plc. He holds a Masters<br />
degree in Mechanical Engineering and a BSc<br />
in Computer Science.<br />
5. Bjarni Th. Bjarnason*<br />
Non-executive Director<br />
Bjarni was elected to Bakkavör Group<br />
ehf.’s Board of Directors in May 2010. He is<br />
Chairman of Arctica Finance hf., an Icelandic<br />
advisory firm, and serves as an independent<br />
consultant. Bjarni has held various corporate<br />
advisory positions in Icelandic banks and the<br />
financial sector. He is a member of the Board<br />
of Árvakur hf., Byrjun hf., Arctica Finance hf.<br />
to name a few. Bjarni holds a BSc degree<br />
in Mechanical Engineering from University<br />
of Iceland and an MBA from Southern<br />
Methodist University.<br />
Committee memberships<br />
* Member of Audit Committee<br />
†<br />
Member of Compensation Committee<br />
Bakkavör Group Annual Report 2010
37<br />
Senior Management Team<br />
1 2 3<br />
4 5 6<br />
1. Ágúst Gudmundsson<br />
Chief Executive Officer<br />
See page 36.<br />
2. Einar Gustafsson<br />
Managing Director – Bakkavör Asia<br />
Einar was appointed Managing Director for<br />
Bakkavör Asia in 2005. He has served within<br />
the Group for five years and has a total of 10<br />
years’ experience in the food industry. Einar<br />
began his career at Deloitte Consulting, after<br />
which he successfully turned around two<br />
businesses in the seafood industry. He has<br />
a BSc degree in Business Administration<br />
from the University of Southern California<br />
and an MBA from Columbia Business School.<br />
Einar became a member of the Management<br />
Board in March 2011.<br />
Bakkavör Management Board<br />
As of March 2011, the Management Board was<br />
enlarged to include all members of the Senior<br />
Management Team and UK Managing Directors<br />
Steve Broadbent, Ivan Clingan and Mike Edwards.<br />
3. Ann Savage<br />
Group Technical Director<br />
Ann was appointed Group Technical Director<br />
in 2004. She is responsible for Food<br />
Safety, Health and Safety management,<br />
Manufacturing Excellence and Environmental<br />
management at Bakkavör. Ann has more<br />
than 30 years of experience in technical,<br />
research and development and manufacturing<br />
roles within the retail and food industry.<br />
She studied at the Open University and has<br />
a Postgraduate Diploma in Management<br />
Studies from Nottingham University.<br />
4. Gordon Pates<br />
CEO Bakkavör UK and Europe<br />
Gordon was appointed CEO of Bakkavör<br />
UK in 2009 and CEO of Bakkavör Europe<br />
and Traded Produce in January 2011, and is<br />
responsible for our operations in the United<br />
Kingdom and Continental Europe. Gordon<br />
joined the horticulture division of Geest in<br />
1969 and spent 10 years in the produce<br />
business before moving into the prepared<br />
produce and prepared food businesses in <br />
the late 1990s.<br />
5. Peter Gates<br />
Chief Financial Officer<br />
Peter was appointed CFO of Bakkavör Group<br />
in November 2010. He is an experienced<br />
finance professional who has worked in a<br />
number of international companies, including<br />
Saatchi & Saatchi Co. plc and Avis Europe<br />
plc. Peter spent much of 2009 at Bakkavör<br />
as Interim Group Treasurer. He is a Chartered<br />
Accountant and a member of the Association<br />
of Corporate Treasurers. Peter has a BSc<br />
(Hons) degree in Economics from the<br />
University of Southampton.<br />
6. John Dutton<br />
President – Bakkavör USA inc.<br />
John was appointed President of Bakkavör<br />
USA in 2007. He has more than 25 years<br />
of experience in the fresh food industry,<br />
having acquired, established and managed<br />
many businesses in the United Kingdom and<br />
across Continental Europe. John previously<br />
served as a Managing Director at Geest and<br />
was a member of the Geest PLC Board for<br />
seven years. He has a BSc (Hons) degree and <br />
a PhD in Biochemistry from the University <br />
of Wales. John became a member of the<br />
Management Board in March 2011.
38<br />
Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Corporate Governance report<br />
Bakkavör Group defines Corporate Governance as the code of conduct by which<br />
the Group is directed and controlled. This involves its relations with shareholders,<br />
lenders, employees, customers, suppliers and other key stakeholders.<br />
Policy and context<br />
The duties of the various bodies within Bakkavör<br />
Group are determined by law and by the Group’s<br />
Corporate Governance policy, which is based<br />
on the Guidelines on Corporate Governance<br />
(’the Guidelines’). These were first issued in<br />
2004 by the Iceland Chamber of Commerce,<br />
the OMX Nordic Exchange in Iceland and the<br />
Confederation of Icelandic Employers, and the<br />
third issue was published in June 2009.<br />
According to the Guidelines, it is preferable<br />
that the majority of the members of the Board<br />
committees are independent. Up to 14 May<br />
2010 of the reporting period under review, the<br />
recommended composition of Bakkavör Group’s<br />
Board of Directors and of the Audit Committee<br />
did not comply with the recommendations in the<br />
Guidelines, as detailed below. However, since <br />
14 May 2010, Bakkavör Group has complied with<br />
the Guidelines’ recommendations.<br />
Comply or explain<br />
Bakkavör Group complied with all<br />
recommendations in the Guidelines at the<br />
end of the financial reporting period.<br />
Structure and bodies<br />
Bakkavör Group’s organisational structure is<br />
decentralised, which enables the business to<br />
respond quickly to the demands of the fast-<br />
Bakkavör Group’s Corporate Governance structure and bodies<br />
Board of Directors<br />
Responsibilities include: strategy formulation,<br />
approval of annual and interim statements,<br />
approval of annual budget and business plan,<br />
approval of acquisitions and disposals, approval of<br />
major capital investments, monitoring of internal<br />
controls and important policy matters.<br />
Audit Committee<br />
Responsible for monitoring the Group’s internal<br />
control system and financial reporting process.<br />
See page 41<br />
See page 39<br />
Compensation Committee<br />
Discharges the Board’s responsibility in matters<br />
relating to executive compensation and<br />
includes administration of the Group’s incentive<br />
compensation and equity-based plans.<br />
See page 41<br />
Management Board<br />
The management of the Group’s operations<br />
is delegated to this Board which sets Group<br />
policies in important risk areas.<br />
See page 42<br />
Bakkavör Group Annual Report 2010
39<br />
moving fresh prepared foods and produce<br />
markets in which it operates. Bakkavör Group’s<br />
governance structure reflects the organisational<br />
structure of the Group.<br />
A description of each of the key governance<br />
bodies follows: Shareholder meetings, the <br />
Board of Directors, the Board Committees, <br />
the Chief Executive Officer (CEO) and the <br />
Management Board.<br />
Shareholder meetings<br />
Shareholder meetings are the supreme<br />
authority in Bakkavör Group’s affairs (within<br />
the restrictions made by the Group’s Articles<br />
of Association and Icelandic law). The Annual<br />
General Meeting (AGM) is scheduled once<br />
a year and other shareholder meetings are<br />
convened when necessary.<br />
All shareholders, as well as their<br />
representatives, have the right to attend<br />
shareholder meetings. The members of the<br />
Board of Directors and the CEO also have<br />
the right to speak and submit motions at<br />
shareholder meetings, even if they are not<br />
shareholders.<br />
The Group’s AGM is held before the end<br />
of June each year and, for the year 2010,<br />
took place on 25 February 2011. The AGM is<br />
advertised publicly and a letter is sent to each<br />
shareholder with at least one week’s notice.<br />
The Board of Directors<br />
The Board of Directors has supreme authority<br />
in the Group’s affairs in the period between<br />
shareholder meetings.<br />
The Board of Directors is elected annually<br />
by shareholders at the AGM for the term of one<br />
year. At year-end 2010, the Board was comprised<br />
of five members: the non-executive Chairman,<br />
three non-executive Directors and one executive<br />
Director. At the Group’s AGM on 14 May 2010,<br />
Ágúst Gudmundsson, Lýdur Gudmundsson and<br />
Ásgeir Thoroddsen were re-elected. Two new<br />
Directors were elected to the Board, Bjarni Th.<br />
Bjarnason and Halldór B. Lúdvígsson, replacing<br />
Hildur Árnadóttir and Katrín Pétursdóttir who did<br />
not seek re-election. At the Group’s AGM on 25<br />
February 2011, all current Board members were<br />
re-elected.<br />
According to the Guidelines, it is preferable<br />
that the majority of the Directors be<br />
independent. The majority of Bakkavör Group’s<br />
Board Directors has been independent since<br />
14 May 2010, consisting of three independent<br />
members and two non-independent members.<br />
The Board of Directors complied with the<br />
Guidelines in all respects at year-end.<br />
The responsibilities of the Board<br />
The Board is responsible for the overall<br />
management and performance of the Group and<br />
has adopted written working rules specifying its<br />
responsibilities.<br />
The Chairman of the Board is responsible<br />
for leading the Board, facilitating its work and<br />
ensuring that the Board is capable of operating<br />
in the interests of the Group’s shareholders.<br />
The Chairman also serves as the Board’s<br />
spokesperson.<br />
Together, the Board members bring a<br />
valuable and balanced range of experience as<br />
they have all held, or hold, senior positions in<br />
professional and public life.
40<br />
Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Corporate Governance report<br />
continued<br />
The Board elects a Chairman of the Board of<br />
Directors and appoints the CEO.<br />
The Board has a formal agenda of matters<br />
reserved to it for decision making, which<br />
include: strategy formulation, approval of<br />
annual and interim statements, approval of<br />
annual budget and business plan, approval of<br />
acquisitions and disposals, approval of major<br />
capital investments, monitoring of internal<br />
controls and important policy matters.<br />
The Board reviews and determines the<br />
compensation of the CEO. However, the<br />
Compensation Committee discharges the<br />
Board’s responsibility in reviewing and<br />
determining the CEO’s remuneration. The Board<br />
also approves the organisational structure of<br />
the Company.<br />
The Board plans to assess its activities and<br />
work procedures regularly with the assistance<br />
of outside parties, as applicable. All Directors<br />
are required to deal at arm’s length with the<br />
Group and its subsidiaries and to disclose<br />
circumstances that might be perceived as a<br />
conflict of interest.<br />
Board meetings<br />
The Board of Directors convened 17 times in<br />
2010. In advance of each regular Board meeting,<br />
the Board members are provided with a Board<br />
report which includes a comprehensive report<br />
of the Group’s financial performance, operations<br />
and market conditions. Board members<br />
are informed about all significant matters<br />
immediately.<br />
Board meeting attendance in 2010<br />
Board<br />
meeting<br />
attendance<br />
Ágúst Gudmundsson, CEO 17 / 17<br />
Ásgeir Thoroddsen 15 / 17<br />
Erlendur Hjaltason** 1 / 1<br />
Bjarni Th. Bjarnason 5 / 6<br />
Gudmundur Sigurdsson** 1 / 1<br />
Halldór B. Lúdvígsson 6 / 6<br />
Lýdur Gudmundsson, Chairman 16 / 17<br />
Total 98%<br />
Former Board members<br />
Hildur Árnadóttir* 11 / 11<br />
Katrín Pétursdóttir* 11 / 11<br />
* Hildur Árnadóttir and Katrín Pétursdóttir did not seek re-election<br />
at the AGM on 14 May 2010<br />
** Erlendur Hjaltason and Gudmundur Sigurdsson are reserve<br />
Board Members<br />
Bakkavör Group Annual Report 2010
41<br />
Salary and <br />
Board fee Benefits Pension Number of<br />
GBP’000 GBP’000 GBP’000 shares**<br />
Lýdur Gudmundsson 151 – 18 ***855,166,183<br />
Ágúst Gudmundsson 518 22 53 ***855,166,183<br />
Ásgeir Thoroddsen 18 – 1 1.418.164<br />
Bjarni Th. Bjarnason 11 – 1 –<br />
Halldór B. Lúdvígsson 11 – 1 –<br />
No member of the Board holds options, warrants or other rights<br />
* Restated to reflect remuneration earned in the year rather than cash payments received by the Directors during the year<br />
** Including holdings of their spouses, dependent children, and companies owned by them, if any<br />
*** Ágúst Gudmundsson and Lýdur Gudmundsson in total hold control of 855,166,183 shares through B Food Invest ehf. and <br />
related parties<br />
Board Committees<br />
The Board’s work is supported by its<br />
Committees – the Audit and Compensation<br />
Committees. Each Committee’s Chairman and<br />
members are appointed by the Board annually.<br />
Audit Committee<br />
The powers and duties of the Audit Committee<br />
are determined in the Audit Committee Charter,<br />
which is approved by the Board. The Audit<br />
Committee is responsible for monitoring the<br />
Group’s internal control system and financial<br />
reporting process.<br />
The Committee reviews with the external<br />
auditor and the Chief Financial Officer (CFO)<br />
the effectiveness of the internal control system<br />
and financial reporting process. The Committee<br />
keeps under review the scope and results of<br />
the audit. The Audit Committee, acting with<br />
the Board of Directors, is responsible for the<br />
selection, evaluation and nomination, when<br />
applicable, of an external auditor for shareholder<br />
approval.<br />
According to the Guidelines, employees<br />
are not allowed to be members of the Audit<br />
Committee, and the majority of members should<br />
be independent. All Audit Committee members<br />
must have thorough knowledge of accounting<br />
and preparation of financial statements.<br />
Bakkavör Group complied with these guidelines,<br />
except for the fact that the majority of<br />
members was not independent as, until 14<br />
May 2010, the Audit Committee consisted of<br />
two Directors, one independent and one nonindependent.<br />
Since 14 May 2010, the Audit<br />
Committee composition has complied with the<br />
recommendations in the Guidelines.<br />
Auditors<br />
An external auditing firm is elected by the<br />
shareholders at the AGM for a term of one year. <br />
The auditors shall be neither members of<br />
the Board of Directors nor employees of the<br />
Group and are not allowed to own shares in the<br />
Company. The auditors shall have access to all<br />
books and documents of Bakkavör Group at all<br />
times and shall ensure that the Group’s annual<br />
accounts are in accordance with generally<br />
accepted accounting standards.<br />
Deloitte hf. was elected the Group’s auditor<br />
at the AGM on 14 May 2010 and re-elected<br />
at the AGM on 25 February 2011. Auditors on<br />
Deloitte’s behalf are Hilmar A. Alfredsson, State<br />
Authorised Public Accountant, and Mr. Birkir<br />
Leósson, State Authorised Public Accountant.<br />
Auditing fees and auditor independence<br />
Clear guidelines exist which outline other<br />
professional services which are appropriate for<br />
Deloitte hf. to provide in their capacity as Group<br />
auditors. These services include: due diligence<br />
on mergers, acquisitions and disposals, and tax<br />
and business risk assurance. These guidelines<br />
ensure the independence of the Group’s auditors.<br />
Details of auditing fees paid to Deloitte hf. are set<br />
out in Note 8 on page 71.<br />
Compensation Committee<br />
The powers and duties of the Compensation<br />
Committee are determined in the Compensation<br />
Committee Charter, which is approved by<br />
the Board. The Compensation Committee<br />
discharges the Board’s responsibility in matters<br />
relating to executive compensation. This<br />
work includes administration of the Group’s<br />
incentive compensation and equity-based plans.
42<br />
Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Corporate Governance report<br />
continued<br />
Executive performance and compensation are<br />
evaluated annually.<br />
The principal responsibility in compensating<br />
executives is to co-ordinate the incentives of<br />
the executives with actions that will enhance<br />
long-term shareholder value.<br />
According to the Guidelines, employees<br />
are not allowed to be members of the<br />
Compensation Committee, and the majority<br />
of members should be independent. Bakkavör<br />
Group complied with these recommendations <br />
in the Guidelines.<br />
Chief Executive Officer<br />
The Board of Directors appoints a CEO and<br />
decides the terms of his employment. The<br />
CEO is responsible for the daily management<br />
of the Group as well as the implementation of<br />
the Group’s strategy as set out by the Board.<br />
Furthermore, the CEO shall ensure that the<br />
accounts and finances of the Group conform <br />
to law and accepted accounting standards<br />
and that the disposal of the Group’s assets is<br />
handled securely.<br />
The Management Board<br />
Below Board level, the management of<br />
the Group’s operations is delegated to the<br />
Management Board, which is headed by<br />
Bakkavör Group’s Chief Executive Officer,<br />
Ágúst Gudmundsson. The Management<br />
Board meets monthly and sets Group policies<br />
in important risk areas such as food safety,<br />
employee matters, Health and Safety and the<br />
environment.<br />
Led by a General Manager, each of the<br />
Group’s businesses must comply with these<br />
policies as well as be responsible for running<br />
their businesses, meeting the demands of<br />
their customers, and the strategic and financial<br />
targets that have been set by their Managing<br />
Director.<br />
Compliance<br />
In accordance with statutory law, as a listed<br />
company during part of the financial period<br />
under review, Bakkavör Group has complied with<br />
the Rules on Treatment of Insider Information<br />
and Insider Trading (’the Rules’) issued by the<br />
Financial Supervisory Authority.<br />
Compensation report<br />
Compensation to the Board of Directors, along<br />
with the Group’s renumeration policy, is decided<br />
at the Annual General Meeting. For 2010, the<br />
agreed annual fee was £18,000 for each Board<br />
member (including the Chairman). During 2010<br />
the Board was compensated as stated in the<br />
table on page 41.<br />
There are no outstanding guarantees, loans,<br />
advances or credits to members of the Board<br />
or other Directors. No shares were allotted to<br />
members of the Board in 2010 and there are no<br />
programmes for share allotment in place for <br />
Board members.<br />
Besides the compensation detailed in the<br />
table on page 41, some Board members have<br />
been involved in commercial trading with<br />
Bakkavör Group: The Group rents office space<br />
from Tjarnargata 35 ehf., which is beneficially<br />
owned by Ágúst Gudmundsson, CEO, and Lýdur<br />
Gudmundsson, Chairman of Bakkavör Group ehf.<br />
All such transactions must be approved<br />
by the Board of Directors, are based on arm’s<br />
length principles and are not considered to be<br />
part of the Board’s compensation. Details of<br />
related-party transactions can be found in Note<br />
37 on page 99.<br />
Bakkavör Group Annual Report 2010
43<br />
Endorsement by the Board of Directors and CEO<br />
The Consolidated Financial Statements <br />
of Bakkavör Group ehf. for the year to <br />
31 December 2010 consist of the Consolidated<br />
Financial Statements of Bakkavör Group ehf. <br />
and its subsidiaries, together referred to <br />
as the Group.<br />
In 2010, the Group had sales of <br />
£1,643.2 million, down £7.2 million compared<br />
with £1,650.4 million in 2009. However, the<br />
produce business International Produce Limited<br />
(IPL) was sold to Asda in October 2009 and<br />
futhermore 2009 included a 53rd trading week.<br />
The impact of these on 2009 was £38.8 million<br />
and £28.7 million respectively. Underlying sales<br />
for the Group therefore increased by 3.8%.<br />
The loss for the year 31 December 2010<br />
amounted to £13.6 million (2009: £11.8 million).<br />
According to the statement of financial<br />
position the Group’s assets amount to <br />
£1,479.1 million (2009: £1,479.4 million) <br />
and the end of year book value of equity <br />
is £243.2 million (2009: £107.6 million).<br />
The Directors do not recommend a final<br />
dividend to ordinary shareholders which,<br />
together with the interim dividend of nil <br />
pence, makes a total of nil pence for the <br />
year (2009: nil pence).<br />
On 18 January 2010, Bakkavör Group ehf.<br />
entered into a composition period to discuss<br />
proposals for the restructuring of certain<br />
liabilities of the company debt issued in Iceland.<br />
On 4 March 2010, the creditors of the Company<br />
approved the Composition Agreement and<br />
this was confirmed by the court on 25 March<br />
2010, with an effective date of 6 April 2010.<br />
The Composition Agreement extends the<br />
maturities of Bakkavör listed bonds and other<br />
indebtedness until 30 June 2014.<br />
On 29 March 2010, Bakkavör Estates Limited,<br />
which holds a portfolio of UK freehold property<br />
for the Group, refinanced its debt obligations<br />
through the Group’s main UK banking facilities<br />
made available to Bakkavör London Limited.<br />
On 7 February 2011, the Group refinanced<br />
its main financing facilities in Bakkavör London<br />
Limited, Bakkavör Acquisitions (2008) Limited<br />
and Bakkavör China Limited, through a seven<br />
year £350 million listed bond issue and a<br />
term loan and RCF facility of £380 million that<br />
will expire on 30 June 2014. This has been<br />
arranged by Bakkavör Finance (2) plc, a newly<br />
incorporated subsidiary of Bakkavör Holdings<br />
Limited. The refinancing extends <br />
the debt repayment profile and widens the<br />
lender base.<br />
The Directors have reviewed the historic<br />
trading performance of the Group and the<br />
forecasts for the next five years, and have also<br />
taken into consideration the principal risks and<br />
uncertainties that the Group faces, in order to<br />
assess the level of finance required across the<br />
Group. The Directors consider that adequate<br />
finance is available and therefore believe it<br />
appropriate to prepare the financial statements<br />
on a going concern basis.<br />
The Consolidated Financial Statements<br />
for the year from 1 January to 31 December<br />
2010 have been prepared in accordance with<br />
International Financial Reporting Standards as<br />
adopted by the EU. It is our opinion that these<br />
Consolidated Financial Statements present all<br />
the information necessary to give a true and<br />
fair view of the Group’s assets and liabilities,<br />
financial position as at 31 December 2010 and<br />
operating performance for the year ended 31<br />
December 2010.
44 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Endorsement by the Board of Directors and CEO<br />
continued<br />
In our opinion the Consolidated Financial<br />
Statements and the report by the Board <br />
of Directors and CEO give a fair view of the<br />
development and performance of the Group’s<br />
operations and its financial position.<br />
At the year-end the number of shareholders<br />
amounted to 3,048, compared to 2,919<br />
shareholders at the beginning of the year. <br />
At the year-end, one shareholder holds more<br />
than 10% of the shares, being B Food Invest<br />
ehf. and related parties with 33.7% of the<br />
shares. B Food Invest ehf. is a related party <br />
(see note 7). The Group has three different share<br />
classes, Bakkavör A shares, B shares which hold<br />
voting rights capped at 15% and C shares which<br />
have no voting rights. For further details of the<br />
shares issued see note 24. The percentage<br />
holding of B Food Invest ehf. is calculated <br />
based on the voting rights of A and B shares<br />
The Board of Directors of Bakkavör Group<br />
ehf. have today discussed and approved the<br />
audited Consolidated Financial Statements<br />
for the year 2010 and confirmed with their<br />
signature.<br />
Reykjavík, 17 February 2011<br />
Board of Directors and CEO<br />
Lýdur Gudmundsson<br />
Chairman<br />
Ágúst Gudmundsson<br />
CEO<br />
Ásgeir Thoroddsen<br />
Bjarni Th. Bjarnason<br />
Halldór B. Lúdvígsson<br />
Bakkavör Group Annual Report 2010
45<br />
Independent Auditor’s Report<br />
To the Board of Directors and shareholders of Bakkavör Group ehf.<br />
Report on the Financial Statements<br />
We have audited the accompanying financial statements of Bakkavör Group ehf., which comprise the financial<br />
position as at 31 December 2010, and the income statement, statement of changes in equity and cash flow<br />
statement for the year then ended, and a summary of significant accounting policies and other explanatory notes.<br />
Management’s Responsibility for the Financial Statements<br />
Management is responsible for the preparation and fair presentation of these financial statements in accordance<br />
with International Financial Reporting Standards as adopted by the EU. This responsibility includes: designing,<br />
implementing and maintaining internal control relevant to the preparation and fair presentation of financial<br />
statements that are free from material misstatement, whether due to fraud or error; selecting and applying<br />
appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.<br />
Auditor’s Responsibility<br />
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted<br />
our audit in accordance with International Standards on Auditing. Those standards require that we comply<br />
with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial<br />
statements are free from material misstatement.<br />
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the<br />
financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of<br />
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those<br />
risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation<br />
of the financial statements in order to design audit procedures that are appropriate in the circumstances, but<br />
not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also<br />
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting<br />
estimates made by management, as well as evaluating the overall presentation of the financial statements.<br />
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our<br />
audit opinion.<br />
Opinion<br />
In our opinion, the financial statements give a true and fair view of the financial position of Bakkavör Group<br />
ehf. as of 31 December 2010, and of its financial performance and its cash flows for the year then ended in<br />
accordance with International Financial Reporting Standards as adopted by the EU.<br />
Reykjavík, 17 February 2011<br />
Deloitte hf.<br />
Hilmar A. Alfreðsson<br />
State Authorised Public Accountant
46 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Consolidated Income Statement<br />
for the period 1 October to 31 December 2010<br />
Unaudited<br />
Fourth quarter<br />
1 October – 31 December<br />
2010<br />
Unaudited<br />
Fourth quarter<br />
1 October – 31 December<br />
2009<br />
£m<br />
Before<br />
restructuring,<br />
refinancing &<br />
other gains<br />
& losses<br />
Restructuring,<br />
refinancing &<br />
other gains<br />
& losses Total<br />
Before<br />
restructuring,<br />
refinancing &<br />
other gains<br />
& losses<br />
Restructuring,<br />
refinancing &<br />
other gains<br />
& losses<br />
Total<br />
Revenue 402.9 – 402.9 388.5 – 388.5<br />
Cost of sales (348.8) – (348.8) (338.1) – (338.1)<br />
Gross profit 54.1 – 54.1 50.4 – 50.4<br />
Other administrative costs (39.5) – (39.5) (28.1) – (28.1)<br />
Defined benefit pension scheme credit – 15.8 15.8 – – –<br />
Fire insurance claim – 0.6 0.6 – – –<br />
Redundancy and other restructuring costs – (3.7) (3.7) – (0.2) (0.2)<br />
Total administrative costs (39.5) 12.7 (26.8) (28.1) (0.2) (28.3)<br />
Share of results of associates 0.4 – 0.4 0.1 – 0.1<br />
Operating profit/(loss) 15.0 12.7 27.7 22.4 (0.2) 22.2<br />
Investment revenues – – – 0.1 – 0.1<br />
Finance costs (16.2) (4.1) (20.3) (21.9) (7.4) (29.3)<br />
Other gains and (losses) – 7.8 7.8 – (2.6) (2.6)<br />
Gain/(loss) on other financial assets – – – – (12.4) (12.4)<br />
(16.2) 3.7 (12.5) (21.8) (22.4) (44.2)<br />
Profit/(loss) before tax (1.2) 16.4 15.2 0.6 (22.6) (22.0)<br />
Tax (5.0) (4.4) (9.4) 5.2 0.8 6.0<br />
Profit/(loss) for the period (6.2) 12.0 5.8 5.8 (21.8) (16.0)<br />
Attributable to:<br />
Shareholders of Bakkavör Group ehf. 6.2 (15.9)<br />
Non-controlling interest (0.4) (0.1)<br />
5.8 (16.0)<br />
Bakkavör Group Annual Report 2010
47<br />
Consolidated Income Statement<br />
for the year 2010<br />
£m Notes<br />
Before<br />
restructuring,<br />
refinancing &<br />
other gains<br />
& losses<br />
Period<br />
1 January – 31 December<br />
2010<br />
Restructuring,<br />
refinancing &<br />
other gains<br />
& losses Total<br />
Before<br />
restructuring,<br />
refinancing &<br />
other gains<br />
& losses<br />
Period<br />
1 January – 31 December<br />
2009<br />
Restructuring,<br />
refinancing &<br />
other gains<br />
& losses<br />
Revenue 5 1,643.2 – 1,643.2 1,650.4 – 1,650.4<br />
Cost of sales (1,406.3) – (1,406.3) (1,405.1) – (1,405.1)<br />
Gross profit 236.9 – 236.9 245.3 – 245.3<br />
Other administrative costs (151.2) – (151.2) (155.7) – (155.7)<br />
Defined benefit pension scheme credit 9 – 15.8 15.8 – – –<br />
Fire insurance claim 9 – 0.6 0.6 – – –<br />
Redundancy and other<br />
restructuring costs 9 – (3.7) (3.7) – (5.2) (5.2)<br />
Total administrative costs (151.2) 12.7 (138.5) (155.7) (5.2) (160.9)<br />
Share of results of associates 18 0.8 – 0.8 1.0 – 1.0<br />
Operating profit/(loss) 6 86.5 12.7 99.2 90.6 (5.2) 85.4<br />
Investment revenues 10 0.2 – 0.2 1.2 – 1.2<br />
Finance costs 11 (69.6) (12.3) (81.9) (84.0) (17.0) (101.0)<br />
Other gains and (losses) 12 – (15.1) (15.1) – 3.1 3.1<br />
Gain/(loss) on other financial assets 13 – 1.1 1.1 – (16.9) (16.9)<br />
(69.4) (26.3) (95.7) (82.8) (30.8) (113.6)<br />
Profit/(loss) before tax 17.1 (13.6) 3.5 7.8 (36.0) (28.2)<br />
Tax 14 (21.1) 4.0 (17.1) 11.5 4.9 16.4<br />
(Loss)/profit for the period (4.0) (9.6) (13.6) 19.3 (31.1) (11.8)<br />
Attributable to:<br />
Shareholders of Bakkavör Group ehf. (14.0) (13.2)<br />
Non-controlling interest 0.4 1.4<br />
(13.6) (11.8)<br />
Total
48 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Consolidated Statement of Comprehensive Income<br />
for the year 2010<br />
Unaudited<br />
Period<br />
1 October to 31 December<br />
Period<br />
1 January to 31 December<br />
£m 2010 2009 2010 2009<br />
(Loss)/profit for the period 5.8 (16.0) (13.6) (11.8)<br />
Other Comprehensive income<br />
Translation difference 7.7 (7.3) (0.2) 4.9<br />
Actuarial gain/(loss) recognised on pension plan 21.1 10.8 8.9 (12.9)<br />
Tax on items taken directly to equity (5.9) (3.0) (2.5) 3.6<br />
22.9 0.5 6.2 (4.4)<br />
Total Comprehensive income 28.7 (15.5) (7.4) (16.2)<br />
Attributable to:<br />
Shareholders of Bakkavör Group ehf. 29.1 (15.4) (7.8) (17.6)<br />
Non-controlling interest (0.4) (0.1) 0.4 1.4<br />
28.7 (15.5) (7.4) (16.2)<br />
Bakkavör Group Annual Report 2010
49<br />
Consolidated Statement of Financial Position<br />
As at 31 December 2010<br />
£m Notes 31 December 2010 31 December 2009<br />
Non-current assets<br />
Goodwill 15 844.5 844.4<br />
Other intangible assets 16 1.6 1.9<br />
Property, plant and equipment 17 314.6 330.9<br />
Interests in associates 18 12.2 12.3<br />
Other investments 19 0.1 –<br />
Trade and other receivables 0.3 –<br />
Deferred income tax asset 30 – 4.1<br />
Pension asset 35 11.8 –<br />
1,185.1 1,193.6<br />
Current assets<br />
Inventories 20 56.6 50.5<br />
Trade and other receivables 21 189.8 189.4<br />
Assets classified as held for sale 22 7.9 7.9<br />
Derivative financial instruments 27, 33 1.0 0.4<br />
Cash and cash equivalents 23 38.7 37.6<br />
294.0 285.8<br />
Total assets 1,479.1 1,479.4<br />
Equity<br />
Share capital 24 156.0 14.9<br />
Capital reserves 72.6 72.6<br />
Other reserves 26.7 25.3<br />
Retained earnings (15.6) (8.0)<br />
Shareholders’ equity 239.7 104.8<br />
Non-controlling interest 3.5 2.8<br />
Total equity 243.2 107.6<br />
Non-current liabilities<br />
Borrowings 26 778.2 600.5<br />
Trade and other payables 28 0.2 15.6<br />
Provisions 29 12.7 13.8<br />
Deferred income tax liability 30 23.5 11.7<br />
Pension deficit 35 – 13.2<br />
814.6 654.8<br />
Current liabilities<br />
Borrowings 26 66.1 377.0<br />
Trade and other payables 28 310.6 282.5<br />
Provisions 29 1.8 5.1<br />
Current tax liabilities 18.0 18.7<br />
Derivative financial instruments 27, 33 24.8 33.7<br />
421.3 717.0<br />
Total equity and liabilities 1,479.1 1,479.4<br />
Off Balance Sheet Items:<br />
Mortgages and commitments 31
50 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Consolidated Statement of Changes in Equity<br />
for the year 2010<br />
Shareholders’ equity<br />
Share capital Capital Other Retained<br />
Noncontrolling<br />
Total<br />
£m A shares B shares C shares reserves reserves earnings Total interest equity<br />
Equity 1 January 2009 14.9 – – 72.6 19.6 14.5 121.6 1.1 122.7<br />
Translation reserves – – – – 4.9 – 4.9 – 4.9<br />
Actuarial loss recognised<br />
on pension plan – – – – – (9.3) (9.3) – (9.3)<br />
(Loss)/profit for the year – – – – – (13.2) (13.2) 1.4 (11.8)<br />
Comprehensive income<br />
for the year – – – – 4.9 (22.5) (17.6) 1.4 (16.2)<br />
Recognition of share-based<br />
payments – – – – 0.8 – 0.8 – 0.8<br />
Change in non-controlling<br />
interest – – – – – – – 0.3 0.3<br />
Equity 31 December 2009 14.9 – – 72.6 25.3 (8.0) 104.8 2.8 107.6<br />
Shareholders’ equity<br />
Share capital Capital Other Retained<br />
Noncontrolling<br />
Total<br />
£m A shares B shares C shares reserves reserves earnings Total interest equity<br />
Equity 1 January 2010 14.9 – – 72.6 25.3 (8.0) 104.8 2.8 107.6<br />
Translation reserves – – – – (0.2) – (0.2) – (0.2)<br />
Actuarial gain recognised<br />
on pension plan – – – – – 6.4 6.4 – 6.4<br />
(Loss)/profit for the year – – – – – (14.0) (14.0) 0.4 (13.6)<br />
Comprehensive income<br />
for the year – – – – (0.2) (7.6) (7.8) 0.4 (7.4)<br />
Recognition of share-based<br />
payments – – – – 0.6 – 0.6 – 0.6<br />
Transfer of own shares 0.1 – – – – – 0.1 – 0.1<br />
New shares issued<br />
(note 24) – 3.8 137.2 – – – 141.0 – 141.0<br />
Acquisition of subsidiary – – – – 1.0 – 1.0 0.7 1.7<br />
Change in non-controlling<br />
interest – – – – – – – (0.4) (0.4)<br />
Equity 31 December 2010 15.0 3.8 137.2 72.6 26.7 (15.6) 239.7 3.5 243.2<br />
Bakkavör Group Annual Report 2010
51<br />
Consolidated Statement of Cash Flows<br />
for the year 2010<br />
Unaudited<br />
Period<br />
1 October to 31 December<br />
Period<br />
1 January to 31 December<br />
£m Notes 2010 2009 2010 2009<br />
Cash flow from operating activities<br />
Operating profit 27.7 22.2 99.2 85.4<br />
Depreciation and amortisation 16, 17 12.5 11.5 44.6 44.5<br />
Other items – 0.3 0.1 0.5<br />
Net retirement benefits charge less contributions (15.6) (0.2) (16.1) 0.7<br />
Changes in current assets and liabilities 10.9 16.3 10.6 33.2<br />
Net cash generated from operations pre-exceptional creditors 35.5 50.1 138.4 164.3<br />
Changes in exceptional creditors (1.2) (6.2) (2.4) (12.3)<br />
Net cash generated from operations 34.3 43.9 136.0 152.0<br />
Interest paid (13.5) (8.7) (59.2) (58.0)<br />
Payments of tax (1.5) (1.1) (2.6) (3.4)<br />
Net cash from operating activities 19.3 34.1 74.2 90.6<br />
Investing activities<br />
Interest received – – 0.2 1.2<br />
Property, plant and equipment (7.4) (6.4) (20.9) (24.1)<br />
Acquisitions, net of cash acquired 34 (9.9) (3.9) (16.7) (8.4)<br />
Disposals, net of cash disposed of – (2.1) – (2.1)<br />
Dividend received – – 1.3 0.6<br />
Net cash used in investing activities (17.3) (12.4) (36.1) (32.8)<br />
Financing activities<br />
Dividends paid 0.0 (0.1) (0.3) (0.5)<br />
Bank loans 18.0 (18.5) (26.3) (210.8)<br />
Finance leases (0.8) (1.0) (4.3) (5.9)<br />
Transaction fees (0.8) (0.7) (6.2) (13.1)<br />
Net cash (used in)/generated from financing activities 16.4 (20.3) (37.1) (230.3)<br />
Net increase/(decrease) in cash 18.4 1.4 1.0 (172.5)<br />
Effects of foreign exchange adjustments 0.1 (0.2) 0.1 (0.6)<br />
Cash and cash equivalents at beginning of period 20.2 36.4 37.6 210.7<br />
Cash and cash equivalents at the end of the period 38.7 37.6 38.7 37.6<br />
Other information:<br />
Free cash generated by operating activities 11.9 27.7 54.8 68.3
52 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
1<br />
General information<br />
Bakkavör Group ehf. is a company incorporated and domiciled in Iceland. The Consolidated Financial Statements<br />
for the period ended 31 December 2010 comprise Bakkavör Group ehf. (the parent) and its subsidiaries (together<br />
referred to as the Group). The principal activities of the Group comprise the preparation and marketing of fresh<br />
prepared foods and the marketing and distribution of fresh produce.<br />
The Group prepares its Consolidated Financial Statements in sterling, which is the Group’s functional currency.<br />
In the current year, the Group has adopted the following standards and interpretations with no material impact<br />
on the financial statements of the Group:<br />
IFRS 1 (Revised)<br />
IFRS 2 (Revised)<br />
IFRS 3 (Revised)<br />
IFRS 7 (Revised)<br />
IAS 27 (Revised)<br />
IAS 39 (Revised)<br />
IFRIC 17<br />
IFRIS 18<br />
First time adoption of International Financial Reporting Standards<br />
Share-based Payment<br />
Business Combinations<br />
Financial instruments: Disclosures<br />
Consolidated and Separate Financial Statements<br />
Financial instruments: Recognition and Measurement<br />
Distributions of Non-Cash Assets to Owners<br />
Transfers of Assets from Customers<br />
At the date of authorisation of these financial statements, the following standards and interpretations which have<br />
not been applied in these financial statements were in issue but not yet effective (and in some cases have not<br />
yet been adopted by the EU):<br />
IFRS 9<br />
IAS 24 (Revised)<br />
IAS 32 (Revised)<br />
IFRIC 14 (Revised)<br />
IFRIC 19<br />
Improvements to IFRS<br />
Financial Instruments<br />
Related Party Disclosures<br />
Classification of Rights Issue<br />
IAS 19 – the limit on a defined benefit asset, minimum funding requirements and<br />
their interaction<br />
Extinguishing financial liabilities with Equity Instruments<br />
<br />
IFRS 9 which the Group plans to adopt for the year beginning on 1 January 2013 will impact both the<br />
measurement and disclosures of Financial Instruments. The Directors anticipate that the adoption of these<br />
Standards and Interpretations in future periods will have no material impact on the financial statements of<br />
the Group.<br />
Bakkavör Group Annual Report 2010
53<br />
2<br />
Significant<br />
accounting policies<br />
Basis of accounting<br />
The financial statements have been prepared in accordance with International Financial Reporting<br />
Standards (IFRS). The financial statements have also been prepared in accordance with IFRS adopted<br />
by the European Union.<br />
The financial statements have been prepared on the historical cost basis, except for the revaluation<br />
of financial instruments. The principal accounting policies are set out below.<br />
Basis of consolidation<br />
The consolidated financial statements incorporate the financial statements of the Company and entities<br />
controlled by the Company (its subsidiaries) for the period to 31 December each year. Control is achieved<br />
where the company has the power to govern the financial and operating policies of an investee entity so<br />
as to obtain benefits from its activities.<br />
Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from<br />
the Group’s entity therein. Non-controlling interests consist of the amount of those interests at the date<br />
of the original business combination (see below) and the non-controlling interests’ share of changes in<br />
equity since the date of the combination. Losses applicable to the non-controlling interest in excess of<br />
the non-controlling interests’ interest in the subsidiary’s equity are allocated against the interests of the<br />
Group except to the extent that the non-controlling interest has a binding obligation and is able to make<br />
an additional investment to cover the losses.<br />
The results of subsidiaries acquired or disposed of during the year are included in the consolidated<br />
income statement from the effective date of acquisition or up to the effective date of disposal, as<br />
appropriate.<br />
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the<br />
accounting policies used into line with those used by the Group. All intra-group transactions, balances,<br />
income and expenses are eliminated on consolidation.<br />
Change in 2009 Consolidated Income Statement<br />
In 2010 the Group reviewed the allocation of costs that are directly attributable to the sales of goods<br />
as compared to administrative costs. As a result of this review, the 2009 comparative cost of sales and<br />
other administrative costs have been restated with £117.1 million of costs being reclassified to cost of<br />
sales from administrative costs. There is no impact on reported operating profit.
54 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
2<br />
Significant accounting policies continued<br />
Business combinations<br />
Business acquisitions with third parties are accounted for using the acquisition method. The cost of the<br />
acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities<br />
incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Any<br />
acquisition-related costs are accounted for separately from the business combination, generally leading to those<br />
costs being recognised as an expense in profit and loss as incurred. The acquiree’s identifiable assets, liabilities<br />
and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value<br />
at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in<br />
accordance with IFRS 5 Non Current Assets Held for Sale and Discontinued Operations, which are recognised<br />
and measured at fair value less costs to sell.<br />
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of<br />
the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets,<br />
liabilities and contingent liabilities recognised. If, after reassessment, the Group’s interest in the net fair value<br />
of the acquiree’s identifiable assets, liabilities and contingent liabilities exceeds the cost of the business<br />
combination, the excess is recognised immediately in profit or loss.<br />
The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net<br />
fair value of the assets, liabilities and contingent liabilities recognised.<br />
Investments in associates<br />
An associate is an entity over which the Group is in a position to exercise significant influence, but not control<br />
or joint control, through participation in the financial and operating policy decisions of the investee. Significant<br />
influence is the power to participate in the financial and operating policy decisions of the investee but is not<br />
control or joint control over those policies. The results and assets and liabilities of associates are incorporated<br />
in these financial statements using the equity method of accounting except when classified as held for sale.<br />
Under the equity method, an investment in an associate is initially recognised in the consolidated statement of<br />
financial position at cost and adjusted thereafter to recognise the Group’s share of the profit or loss and other<br />
comprehensive income of the associate. Losses of the associates in excess of the Group’s interest in those<br />
associates are recognised only to the extent that the Group has incurred legal or constructive obligations or<br />
made payments on behalf of the associate. Goodwill within the associate is separately identifiable at the date<br />
of acquisition. Any negative goodwill is credited in profit or loss in the period of acquisition.<br />
Where a Group company transacts with an associate of the Group, profits and losses are eliminated to the<br />
extent of the Group’s interest in the relevant associate. Losses may provide evidence of an impairment of the<br />
asset transferred in which case appropriate provision is made for impairment.<br />
Bakkavör Group Annual Report 2010
55<br />
2<br />
Significant accounting policies continued<br />
Goodwill<br />
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s<br />
interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly<br />
controlled entity at the date of acquisition. Goodwill is initially recognised as an asset at cost and is<br />
subsequently measured at cost less any accumulated impairment losses. Goodwill which is recognised<br />
as an asset is reviewed for impairment at least annually. Any impairment is recognised immediately in<br />
profit or loss and is not subsequently reversed.<br />
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units<br />
expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has<br />
been allocated are tested for impairment annually, or more frequently when there is an indication that<br />
the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying<br />
amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill<br />
allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount<br />
of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent<br />
period. The assumptions that have been used in the impairment testing can be found in note 15.<br />
On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is<br />
included in the determination of the profit or loss on disposal.<br />
Other intangible assets<br />
Intangible assets have finite useful lives over which the assets are amortised on a straight-line basis.<br />
The amortisation charge for each period is recognised as an expense on the following basis:<br />
• Customer contracts – 10 years<br />
Revenue recognition<br />
Revenue is measured at the fair value of the consideration received or receivable and represents<br />
amounts receivable for goods provided in the normal course of business, net of discounts, VAT and other<br />
sales-related taxes.<br />
The Group sells fresh prepared foods and fresh produce. Revenue from the sale of these goods is<br />
recognised when all of the following conditions are satisfied:<br />
• The Group has transferred to the buyer the significant risks and rewards of ownership of the goods;<br />
• The Group retains neither continuing managerial involvement to the degree usually associated with<br />
ownership nor effective control over the goods sold;<br />
• The amount of revenue can be measured reliably;<br />
• It is probable that the economic benefits associated with the transaction will flow into the entity;<br />
• The costs incurred or to be incurred in respect of the transaction can be measured reliably.<br />
As a result, revenue for the sale of these goods is generally recognised upon delivery to the customer.
56 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
2<br />
Significant accounting policies continued<br />
Investment revenue<br />
Interest income is recognised when it is probable that the economic benefits will flow to the Group and the<br />
amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the<br />
principle outstanding and at the effective interest rate applicable, which is the rate that exactly discounts the<br />
estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount<br />
on initial recognition.<br />
Dividend income from investments is recognised when the shareholders’ rights to receive payment have been<br />
established (provided that it is probable that economic benefits will flow to the Group and the amount of revenue<br />
can be measured reliably).<br />
Leasing<br />
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and<br />
rewards of ownership to the lessee. All other leases are classified as operating leases.<br />
The Group as lessee<br />
Assets held under finance leases are recognised as assets of the Group at their fair value or, if lower, at the<br />
present value of the minimum lease payments, each determined at the inception of the lease. The corresponding<br />
liability to the lessor is included in the balance sheet as a finance lease obligation. Lease payments are<br />
apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of<br />
interest on the remaining balance of the liability. Finance charges are charged directly against income, unless<br />
they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the<br />
Group’s general policy on borrowing costs (see below).<br />
Rentals payable under operating leases are charged to income on a straight-line basis over the term of the<br />
relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are also spread<br />
on a straight-line basis over the lease term.<br />
Foreign currencies<br />
The individual financial statements of each Group company are presented in the currency of the primary<br />
economic environment in which it operates (its functional currency). For the purpose of the consolidated financial<br />
statements, the results and financial position of each Group company are expressed in pounds sterling, which is<br />
the functional currency of the Company, and the presentation currency for the consolidated financial statements.<br />
In preparing the financial statements of the individual companies, transactions in currencies other than the<br />
entity’s functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates<br />
of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign<br />
currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair<br />
value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair<br />
value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency<br />
are not retranslated.<br />
Bakkavör Group Annual Report 2010
57<br />
2<br />
Significant accounting policies continued<br />
Foreign currencies continued<br />
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary<br />
items, are included in profit or loss for the period. Exchange differences arising on the retranslation of<br />
non-monetary items carried at fair value are included in profit or loss for the period except for differences<br />
arising on the retranslation of non-monetary items in respect of which gains and losses are recognised<br />
directly in equity. For such non-monetary items, any exchange component of that gain or loss is also<br />
recognised directly in equity.<br />
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s<br />
foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and<br />
expense items are translated at the average exchange rates for the period, unless exchange rates<br />
fluctuate significantly during that period, in which case the exchange rates at the dates of transaction<br />
are used. Exchange differences arising, if any, are classified as equity and transferred to the Group’s<br />
translation reserve. Such translation differences are recognised as income or as expenses in the period<br />
in which the operation is disposed of.<br />
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets<br />
and liabilities of the foreign entity and translated at the closing rate.<br />
Borrowing costs<br />
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets,<br />
which are assets that necessarily take a substantial period of time to get ready for their intended use or<br />
sale, are added to the cost of those assets, until such time as the assets are substantially ready for their<br />
intended use or sale. Investment income earned on the temporary investment of specific borrowings<br />
pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for<br />
capitalisation.<br />
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.<br />
Government grants<br />
Government grants are not recognised until there is reasonable assurance that the Group will comply<br />
with the conditions attaching to them and that the grants will be received.<br />
Government grants towards staff re-training costs are recognised as income over the periods necessary<br />
to match them with the related costs and are deducted in reporting the related expense.<br />
Government grants relating to property, plant and equipment are treated as deferred income and released<br />
to profit or loss over the expected useful lives of the assets concerned.<br />
Operating profit<br />
Operating profit is stated after charging restructuring costs and after the share of results of associates<br />
but before investment income and finance costs.
58 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
2<br />
Significant accounting policies continued<br />
Retirement benefit costs<br />
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Payments<br />
made to state-managed retirement benefit schemes are dealt with as payments to defined contribution schemes<br />
where the Group’s obligations under the schemes are equivalent to those arising in a defined contribution retirement<br />
benefit scheme.<br />
For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method,<br />
with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognised in<br />
full in the period in which they occur. They are recognised outside profit or loss and presented in the statement of<br />
recognised income and expense.<br />
Past service cost is recognised immediately to the extent that the benefits are already vested, and otherwise is<br />
amortised on a straight-line basis over the average period until the benefits become vested.<br />
The retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit<br />
obligation as adjusted for unrecognised past service cost, and as reduced by the fair value of scheme assets. Any<br />
asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and<br />
reductions in future contributions to the scheme.<br />
Taxation<br />
The tax expense represents the sum of the tax currently payable and deferred tax.<br />
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the<br />
income statement because it excludes items of income or expense that are taxable or deductible in other years and it<br />
further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax<br />
rates that have been enacted or substantively enacted by the balance sheet date.<br />
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets<br />
and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit,<br />
and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all<br />
taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable<br />
profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are<br />
not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition<br />
(other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit<br />
nor the accounting profit.<br />
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and<br />
associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary<br />
difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying<br />
amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer<br />
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.<br />
Bakkavör Group Annual Report 2010
59<br />
2<br />
Significant<br />
accounting policies continued<br />
Taxation continued<br />
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled<br />
or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to<br />
items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.<br />
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets<br />
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the<br />
Group intends to settle its current tax assets and liabilities on a net basis.<br />
Property, plant and equipment<br />
Land and buildings held for use in the production or supply of goods or services, or for administrative purposes,<br />
are stated in the balance sheet at cost less any subsequent accumulated depreciation and subsequent<br />
accumulated impairment losses.<br />
Properties in the course of construction for production, rental or administrative purposes, or for purposes not<br />
yet determined, are carried at cost, less any recognised impairment loss. Cost includes professional fees and,<br />
for qualifying assets, borrowing costs capitalised in accordance with the Group’s accounting policy. Depreciation<br />
of these assets, on the same basis as other property assets, commences when the assets are ready for their<br />
intended use.<br />
Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.<br />
Depreciation is charged so as to write off the cost or valuation of assets, other than land and properties under<br />
construction, over their estimated useful lives, using the straight-line method, on the following bases:<br />
Buildings 2% – 5%<br />
Fixtures and equipment 5% – 33%<br />
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned<br />
assets or, where shorter, over the term of the relevant lease.<br />
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the<br />
sales proceeds and the carrying amount of the asset and is recognised in income.
60 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
2<br />
Significant accounting policies continued<br />
Impairment of tangible and intangible assets excluding goodwill<br />
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to<br />
determine whether there is any indication that those assets have suffered an impairment loss. If any such indication<br />
exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss<br />
(if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates<br />
the recoverable amount of the cash-generating unit (CGU) to which the asset belongs.<br />
An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication<br />
that the asset may be impaired.<br />
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the<br />
estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current<br />
market assessments of the time value of money and the risks specific to the asset for which the estimates of future<br />
cash flows have not been adjusted.<br />
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying<br />
amount of the asset (CGU) is reduced to its recoverable amount. An impairment loss is recognised as an expense<br />
immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated<br />
as a revaluation decrease.<br />
Where an impairment loss subsequently reverses, the carrying amount of the asset (CGU) is increased to the revised<br />
estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount<br />
that would have been determined had no impairment loss been recognised for the asset (CGU) in prior years.<br />
A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a<br />
revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.<br />
Impairment of goodwill<br />
For the purpose of impairment testing, assets are grouped at the lowest levels for which there are separately<br />
identifiable cash flows, known as cash-generating units. If the recoverable amount of the CGU is less than the<br />
carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill<br />
allocated to the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. The<br />
recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, estimated<br />
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market<br />
assessments of the time value of money and the risks specific to the asset for which the estimates of future cash<br />
flows have not been adjusted.<br />
Bakkavör Group Annual Report 2010
61<br />
2<br />
Significant<br />
accounting policies continued<br />
Inventories<br />
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and,<br />
where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories<br />
to their present location and condition. Cost is calculated using the weighted average method. Net realisable<br />
value represents the estimated selling price less all estimated costs of completion and costs to be incurred in<br />
marketing, selling and distribution.<br />
Financial assets<br />
All financial assets are recognised and derecognised on a trade date where the purchase or sale of a financial<br />
asset is under a contract whose terms require delivery of the financial asset within the timeframe established by<br />
the market concerned, and are initially measured at fair value, plus transaction costs, except for those financial<br />
assets classified as at fair value through profit or loss, which are initially measured at fair value.<br />
Financial assets are classified into the following specified categories: financial assets at ’fair value through profit<br />
and loss’ (FVTPL), ’held-to-maturity’ investments and ’loans and receivables’. The classification depends on the<br />
nature and purpose of the financial assets and is determined at the time of initial recognition.<br />
Effective interest method<br />
Income is recognised on an effective interest basis for debt instruments other than those financial assets<br />
designated as at FVTPL. The effective interest method is a method of calculating the amortised cost of a debt<br />
instrument and of allocating interest income over the relevant period. The effective interest rate is the rate<br />
that exactly discounts estimated future cash receipts (including all fees on points paid or received that form<br />
an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the<br />
expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on<br />
initial recognition.<br />
Financial assets at FVTPL<br />
Financial assets are classified as at FVTPL where the financial asset is either held for trading or it is designated<br />
as at FVTPL.<br />
A financial asset is classified as held for trading if:<br />
• It has been acquired principally for the purpose of selling in the near term; or<br />
• On initial recognition it is a part of a portfolio of identified financial instruments that the Group manages<br />
together and has a recent actual pattern of short-term profit-taking; or<br />
• It is a derivative that is not designated and effective as a hedging instrument.
62 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
2<br />
Significant accounting policies continued<br />
Financial assets at FVTPL continued<br />
A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial recognition if:<br />
• Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would<br />
otherwise arise; or<br />
• The financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its<br />
performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or<br />
investment strategy, and information about the Group is provided internally on that basis; or<br />
• It forms part of a contract containing one or more embedded derivatives, and IAS 39 Financial Instruments:<br />
Recognition and Measurement permits the entire combined contract (asset or liability) to be designated as<br />
at FVTPL.<br />
Financial assets at FVTPL are stated at fair value, with any gains or loss arising on re-measurement recognised<br />
in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on<br />
the financial asset and is included in the ’other gains and losses’ line item in the income statement. Fair value is<br />
determined in the manner described in note 33.<br />
Loans and receivables<br />
Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an<br />
active market are classified as ’loans and receivables’. Loans and receivables are measured at amortised cost using<br />
the effective interest method, less any impairment. Interest income is recognised by applying the effective interest<br />
rate, except for short-term receivables where the recognition of interest would be immaterial.<br />
Impairment of financial assets<br />
Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each balance sheet date.<br />
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred<br />
after the initial recognition of the financial asset, the estimated future cash flows of the investment have been<br />
affected.<br />
Objective evidence of impairment could include:<br />
• Significant financial difficulty of the issuer or counterparty; or<br />
• Default or delinquency in interest or principal payments; or<br />
• It becoming probable that the borrower will enter bankruptcy or financial re-organisation.<br />
Bakkavör Group Annual Report 2010
63<br />
2<br />
Significant<br />
accounting policies continued<br />
Impairment of financial assets continued<br />
For certain categories of financial assets such as trade receivables, assets that are assessed not to be impaired<br />
individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for<br />
a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the<br />
number of delayed payments in the portfolio past the average credit period, as well as observable changes in<br />
national and local economic conditions that correlate with default on receivables.<br />
For financial assets carried at amortised cost, the amount of the impairment is the difference between the<br />
assets’ carrying amount and the present value of estimated future cash flows, discounted at the financial<br />
assets’ original effective interest rate.<br />
Financial liabilities at FVTPL are stated at fair value, with any resultant gain or loss recognised in profit or loss.<br />
The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability. Fair value<br />
is determined in the manner described in note 33.<br />
If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related<br />
objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss<br />
is reversed through the income statement to the extent that the carrying amount of the investment at the date<br />
the impairment is reversed does not exceed what the amortised cost would have been had the impairment not<br />
been recognised.<br />
Cash and cash equivalents<br />
Cash and cash equivalents comprise cash on hand and short-term deposits with an original maturity of three<br />
months or less, and other short-term highly liquid investments that are readily convertible to a known amount<br />
of cash and are subject to an insignificant risk of changes in value.<br />
Derecognition of financial assets<br />
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset<br />
expire; or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset<br />
to another entity.<br />
Financial liabilities and equity instruments issued by the Group<br />
Financial liabilities held by the Group are classified as other financial liabilities at amortised cost and derivatives<br />
at FVTPL.<br />
Classification as debt or equity<br />
Debt and equity instruments are classified either as financial liabilities or as equity in accordance with the<br />
substance of the contractual arrangement.
64 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
2<br />
Significant accounting policies continued<br />
Financial liabilities at FVTPL<br />
Financial liabilities are classified as at FVTPL where the financial liability is either held for trading or it is designated<br />
as at FVTPL.<br />
A financial liability is classified as held for trading if:<br />
• It has been incurred principally for the purpose of disposal in the near future; or<br />
• It is a part of an identified portfolio of financial instruments that the Group manages together and has a recent<br />
actual pattern of short-term profit-taking; or<br />
• It is a derivative that is not designated and effective as a hedging instrument.<br />
A financial liability other than a financial liability held for trading may be designated as at FVTPL upon initial<br />
recognition if:<br />
• Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would<br />
otherwise arise; or<br />
• The financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and<br />
its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management<br />
or investment strategy, and information about the Group is provided internally on that basis; or<br />
• It forms part of a contract containing one or more embedded derivatives, and IAS 39 Financial Instruments:<br />
Recognition and Measurement permits the entire combined contract (asset or liability) to be designated as<br />
at FVTPL.<br />
Financial liabilities at FVTPL are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net<br />
gain or loss recognised in profit or loss incorporates any interest paid on the financial liability. Fair value is determined<br />
in the manner described in note 33.<br />
Other financial liabilities<br />
Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other<br />
financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest<br />
expense recognised on an effective yield basis. The effective interest method is a method of calculating the<br />
amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest<br />
rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial<br />
liability to its net carrying amount on initial recognition.<br />
Derecognition of financial liabilities<br />
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, are<br />
cancelled or they expire.<br />
Bakkavör Group Annual Report 2010
65<br />
2<br />
Significant accounting policies continued<br />
Derivative financial instruments<br />
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and<br />
interest rates. The Group uses foreign exchange forward contracts and interest rate swap contracts to manage<br />
these exposures. The Group does not use derivative financial instruments for speculative purposes.<br />
The use of financial derivatives is governed by the Group’s policies approved by the Board of Directors, which<br />
provide written principles on the use of financial derivatives. Changes in the fair value of derivative financial<br />
instruments are recognised in the income statement as they arise.<br />
Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives<br />
when their risks and characteristics are not closely related to those of host contracts and the host contracts are<br />
not carried at fair value, with gains or losses reported in the income statement.<br />
Provisions<br />
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past<br />
event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made<br />
of the amount of the obligation.<br />
The amount recognised as a provision is the best estimate of the consideration required to settle the present<br />
obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation.<br />
Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying<br />
amount is the present value of those cash flows.<br />
When some or all of the economic benefits required to settle a provision are expected to be recovered from a<br />
third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and<br />
the amount of the receivable can be measured reliably.<br />
A restructuring provision is recognised when the Group has developed a detailed formal plan for the restructuring<br />
and has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement<br />
the plan or announcing its main features to those affected by it. The measurement of a restructuring provision<br />
includes only the direct expenditures arising from the restructuring, which are those amounts that are both<br />
necessarily entailed by the restructuring and not associated with the ongoing activities of the entity.<br />
Present obligations arising from onerous contracts are recognised and measured as provisions. An onerous<br />
contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the<br />
obligations under the contract exceed the economic benefits expected to be received under it.
66 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
3<br />
Critical accounting judgements and key sources of estimation uncertainty<br />
Critical judgements in applying the Group’s accounting policies<br />
In the process of applying the Group’s accounting policies, which are described in note 2, the Directors<br />
have made the following judgements that have the most significant effect on the amounts recognised in<br />
the financial statements (apart from those involving estimations, which are dealt with below).<br />
Key sources of estimation uncertainty<br />
The key assumptions concerning the future, and other key sources of estimation uncertainty at the<br />
balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts<br />
of assets and liabilities within the next financial year, are discussed below.<br />
Going concern<br />
A key judgement in the preparation of the financial statements is the appropriateness of using the<br />
going concern basis in preparing them. Management has considered the availability of future cash to<br />
this business and concluded that as a result of refinancing the bank facilities and issuing a seven-year<br />
listed bond in February 2011, there will be sufficient cash available to allow the Group to meet its<br />
financial liabilities as they fall due. Therefore management believes it appropriate to prepare the financial<br />
statements on a going concern basis.<br />
Impairment of goodwill<br />
The Group assesses goodwill for impairment on an annual basis, or more frequently if there are any<br />
indications of impairment. The recoverable amount of each CGU is compared to the carrying amount and<br />
impairment is recorded if the recoverable amount is less than the carrying amount. The recoverable amount<br />
is based on the value in use of the CGUs to which goodwill has been allocated. The value in use calculation<br />
requires the entity to estimate the future cash flows expected to arise from the CGU and a suitable discount<br />
rate in order to calculate present value. The key assumptions for the value in use calculations are those<br />
regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the<br />
period. Management estimates discount rates using pre-tax rates that reflect current market assessments of<br />
the time value of money and the risks specific to the CGUs. The growth rates are based on industry growth<br />
forecasts. Changes in selling prices and direct costs are based on historical trends and expectations of future<br />
changes in the market related to sales costs and costs of raw materials. The most significant judgements<br />
in the value in use calculations are the discount rate and the terminal growth rate. The sensitivities around<br />
these assumptions are disclosed in note 15.<br />
The carrying amount of goodwill at the balance sheet date was £844.5 million (2009: £844.4 million). No<br />
impairment was considered necessary (see note 15).<br />
Impairment of tangible and intangible assets other than goodwill<br />
At each balance sheet date, or more frequently if there are indications of impairment, the Group reviews<br />
the carrying amounts of its tangible and intangible assets to determine whether there is any indication<br />
that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount<br />
of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the<br />
asset does not generate cash flows that are independent from other assets, the Group estimates the<br />
recoverable amount of the CGU to which the asset belongs.<br />
Bakkavör Group Annual Report 2010
67<br />
3<br />
Critical<br />
accounting judgements and key sources of estimation uncertainty continued<br />
Impairment of tangible and intangible assets other than goodwill continued<br />
The Group considers there to be an indication of impairment whenever events or changes in circumstances<br />
indicate that the carrying amount may not be recoverable. The recoverable amount is based upon the estimated<br />
discounted future cash flows generated by the underlying assets. If the recoverable amount of the asset<br />
determined by this evaluation is less than the book value of the asset, an impairment is recognised for the<br />
difference. No impairment was recognised in the year (2009: £nil).<br />
Fair value of derivatives and other financial instruments<br />
Derivative financial instruments and certain other financial assets are recorded at fair value in the statement<br />
of financial position. The fair value of the financial instruments that do not have quoted market prices requires<br />
significant judgement and estimates. The Directors use their judgement in selecting an appropriate valuation<br />
technique for these financial instruments. Valuation techniques commonly used by market practitioners are applied.<br />
For derivative financial instruments, assumptions are made based on quoted market rates adjusted for specific<br />
features of the instrument. Other financial instruments are valued using a discounted cash flow analysis based<br />
on assumptions supported, where possible, by observable market prices or rates. The estimation of fair value<br />
of unlisted shares includes some assumptions not supported by observable market prices or rates. These<br />
assumptions are based on past and expected future performance. Details of the assumptions used and of the<br />
results of sensitivity analysis regarding these assumptions are disclosed in note 33.<br />
Pensions<br />
The Group maintains a number of defined benefit pension plans for which it has recorded a pension asset or<br />
liability. The pension asset or liability is based on an actuarial valuation that requires a number of assumptions<br />
including discount rate, mortality rates and actual return on plan assets that may necessitate material<br />
adjustments to this asset/liability in future. The assumptions used by the Company are the best estimates based<br />
on historical trends and the composition of the work force. Details of the principal actuarial assumptions used in<br />
calculating the recognised asset/liability for the defined benefit plan are given in note 35.<br />
Recognition of deferred tax assets<br />
The recognition of deferred tax assets is based upon whether it is probable that sufficient and suitable taxable<br />
profits will be available in the future against which the reversal of temporary differences can be deducted. Where<br />
the temporary differences related to losses, the availability of the losses to offset against forecast taxable profits<br />
is also considered. Recognition therefore involves judgement regarding the future financial performance of the<br />
particular legal entity or tax group in which the deferred tax asset has been recognised.<br />
The Group operates in various countries and its income tax returns are subject to audit and adjustment by local tax<br />
authorities. The nature of the Group’s tax exposures is often complex and subject to change and the amounts at<br />
issue can be substantial. The Group develops an estimate of the potential tax liability based upon the tax positions<br />
taken, historical experience and its internal tax expertise. These estimates are refined as additional information<br />
becomes known. Any outcome upon settlement that differs from a recorded provision may result in a materially<br />
higher or lower tax expense in future periods. The impact of any such adjustments is disclosed in note 14.<br />
The Group had unrecognised deferred tax assets as a result of unused tax losses of £18.9 million (2009 : £15.7<br />
million), available for offset against future profits. Deferred tax assets are not recognised on the losses carried<br />
forward to the extent that it is not probable that the losses will be utilised.
68 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
4<br />
Subsidiaries<br />
As at 31 December 2010, Bakkavör Group ehf. held investments in the share capital in the following companies (ownership<br />
in dormant companies has not been listed):<br />
Place of registration<br />
Directly held investments: and operation Interest Principal activity<br />
Bakkavör Holdings Limited United Kingdom 100% Holding company<br />
Indirectly held investments:<br />
Bakkavör Foods Limited United Kingdom 100% Preparation and marketing of fresh prepared foods<br />
Exotic Farm Produce Limited United Kingdom 100% Preparation and marketing of fresh produce<br />
Heli Food Fresh A.S Czech Republic 100% Preparation and marketing of fresh prepared foods<br />
Anglia Crown Limited United Kingdom 100% Preparation and marketing of fresh prepared foods<br />
Bakkavör Fresh Cook Limited United Kingdom 100% Preparation and marketing of fresh prepared foods<br />
English Village Salads Limited United Kingdom 65% Packaging and marketing of fresh produce<br />
Cinquième Saison SAS Group (includes 2 subsidiaries) France 100% Preparation and marketing of fresh prepared foods<br />
Centrale Salades France SAS France 100% Preparation and marketing of fresh prepared foods<br />
Crudi SAS France 100% Preparation and marketing of fresh prepared foods<br />
S.B.L.P. SAS France 100% Preparation and marketing of fresh prepared foods<br />
Bakkavör Traiteur SAS France 100% Preparation and marketing of fresh prepared foods<br />
Sogesol SA Spain 100% Preparation and marketing of fresh prepared foods<br />
Vaco BV Belgium 100% Preparation and marketing of fresh prepared foods<br />
Bakkavör (SA) (Pty) Limited South Africa 100% Preparation and marketing of fresh prepared foods<br />
Italpizza Srl Italy 90% Manufacture of branded and private label pizza products<br />
Two Chefs on a Roll Inc USA 100% Manufacture of custom and private label savoury and<br />
bakery products<br />
Bakkavör Overseas Limited. United Kingdom 100% Importer and exporter of machinery and equipment<br />
Creative Food Group Limited (includes 13 subsidiaries) Hong Kong 80% Produces and manufactures salad products<br />
Bakkavör Acquisitions (2008) Limited United Kingdom 100% Holding company<br />
Bakkavör USA Inc USA 100% Holding company<br />
Bakkavör USA Limited United Kingdom 100% Holding company<br />
Bakkavör London Limited United Kingdom 100% Holding company<br />
Bakkavör (Acquisitions) Limited United Kingdom 100% Holding company<br />
Bakkavör Invest Limited United Kingdom 100% Holding company<br />
Bakkavör (Jersey Two) Limited Jersey 100% Holding company<br />
Bakkavör Limited United Kingdom 100% Holding company<br />
BV Negecos United Kingdom 100% Holding company<br />
Bakkavör European Marketing BV Netherlands 100% Holding company<br />
Bakkavör Asia Limited United Kingdom 100% Holding company<br />
Bakkavör China Limited United Kingdom 80% Holding company<br />
4G SAS France 100% Holding company<br />
Financière 4G SAS France 100% Holding company<br />
Bakkavör Estates Limited United Kingdom 100% Property management<br />
Bakkavör Properties Limited United Kingdom 100% Property management<br />
Bakkavör Finance Limited United Kingdom 100% Group management services<br />
Notsallow 256 Limited United Kingdom 100% Non-trading<br />
Exotic Farm Prepared Limited United Kingdom 100% Non-trading<br />
Cucina Sano Limited United Kingdom 100% Non-trading<br />
Katsouris Fresh Foods Limited United Kingdom 100% Non-trading<br />
New Primebake Limited United Kingdom 100% Non-trading<br />
Hitchen Foods Limited United Kingdom 100% Non-trading<br />
Laurens Patisseries Limited United Kingdom 100% Non-trading<br />
Bakkavör Jersey Limited Jersey 100% Non-trading<br />
Bakkavör Acquisitions (2008) ehf. Iceland 100% Non-trading<br />
Bakkavör London ehf. Iceland 100% Non-trading<br />
Bakkavör Central Finance Limited United Kingdom 100% Non-trading<br />
Butterdean Products Limited United Kingdom 100% Non-trading<br />
Bakkavör Overseas Holdings Limited United Kingdom 100% Non-trading<br />
Bakkavör Maroc Morocco 100% Non-trading<br />
Bakkavör Group ehf. also operates a finance branch in Switzerland to govern intercompany long-term liabilities and investments.<br />
Bakkavör Group Annual Report 2010
69<br />
5<br />
Divisional information<br />
The executive Directors review the Group’s internal reporting in order to assess performance and allocate resources.<br />
Management has determined the reporting divisions based on these reports.<br />
The Group is geographically diverse and, within the UK, operates primarily within the fresh prepared foods and produce<br />
markets. Management assesses the performance of the Group based on geographic location and splits the UK business into<br />
Prepared and Produce divisions. As at the balance sheet date, the Group is organised as follows:<br />
UK Prepared: The preparation and marketing of fresh prepared foods for distribution in the UK.<br />
UK Produce: The marketing and distribution of fresh produce in the UK.<br />
Continental Europe: The preparation and marketing of fresh prepared foods and the marketing and distribution of fresh<br />
produce in Continental Europe.<br />
Rest of World: The preparation and marketing of fresh prepared foods and the marketing and distribution of fresh produce in<br />
the rest of the world.<br />
The Group’s divisions’ measure of profit represents operating profit before restructuring costs, exceptional defined benefit<br />
pension scheme credit and share of results of associates. The following table provides an analysis of the Group’s divisional<br />
reporting for the year 1 January 2010 to 31 December 2010:<br />
UK UK Continental Rest<br />
£m Prepared Produce Europe of World Unallocated Total<br />
Net sales 1,274.0 108.5 202.9 57.8 – 1,643.2<br />
Operating profit pre-exceptional income/(costs) 83.2 (0.4) 2.7 0.2 – 85.7<br />
Exceptional income/(costs) 14.9 (0.1) (1.5) (0.6) – 12.7<br />
Operating profit post-exceptional income/(costs) 98.1 (0.5) 1.2 (0.4) – 98.4<br />
Share of results of associates 0.8<br />
Operating profit 99.2<br />
Investment revenues 0.2<br />
Finance costs (81.9)<br />
Other gains and (losses) (15.1)<br />
Gain on other financial assets 1.1<br />
Profit before tax 3.5<br />
Tax (17.1)<br />
Loss for the year (13.6)<br />
Other information:<br />
Capital additions 24.0 0.2 3.1 1.5 – 28.8<br />
Depreciation and amortisation 32.8 0.8 8.4 2.6 – 44.6<br />
Total assets 1,167.4 40.6 174.4 78.9 17.8 1,479.1
70 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
5<br />
Divisional information continued<br />
The following table provides an analysis of the Group’s segment information for the year 1 January 2009 to 31 December 2009:<br />
UK UK Continental Rest<br />
£m Prepared Produce Europe of World Unallocated Total<br />
Net sales 1,231.7 155.6 211.2 51.9 – 1,650.4<br />
Operating profit pre-exceptional income/(costs) 79.4 5.1 3.1 2.0 – 89.6<br />
Exceptional income/(costs) (0.8) (0.1) (4.3) – – (5.2)<br />
Operating profit post-exceptional income/(costs) 78.6 5.0 (1.2) 2.0 – 84.4<br />
Share of results of associates 1.0<br />
Operating profit 85.4<br />
Investment revenues 1.2<br />
Finance costs (101.0)<br />
Other gains and (losses) 3.1<br />
Loss on other financial assets (16.9)<br />
Loss before tax (28.2)<br />
Tax 16.4<br />
Loss for the year (11.8)<br />
Other information:<br />
Capital additions 17.7 – 5.3 2.6 – 25.6<br />
Depreciation and amortisation 33.3 0.8 7.8 2.6 – 44.5<br />
Total assets 1,181.0 14.3 166.5 73.2 44.4 1,479.4<br />
6<br />
Operating profit<br />
Profit for the period has been arrived at after charging/(crediting):<br />
£m 2010 2009<br />
Depreciation of property, plant and equipment – owned 41.7 41.2<br />
– leased 2.6 2.6<br />
Research and development 5.5 1.4<br />
Amortisation of intangible assets included in other administrative expenses 0.3 0.7<br />
Exceptional (income)/costs (see note 9) (12.7) 5.2<br />
Loss on disposal of property 0.3 0.7<br />
Staff costs (see note 7) 378.2 391.6<br />
Bakkavör Group Annual Report 2010
71<br />
7<br />
Salaries<br />
The average monthly number of employees (including executive Directors) during the year was:<br />
2010 2009<br />
Production 15,593 16,327<br />
Management and administration 1,632 1,687<br />
Sales and distribution 896 924<br />
18,121 18,938<br />
Their aggregate remuneration comprised:<br />
£m 2010 2009<br />
Wages and salaries 330.2 340.3<br />
Social security and other costs 43.1 45.6<br />
Other pension costs 4.9 5.7<br />
378.2 391.6<br />
The Directors’ emoluments were as follows:<br />
Salary and<br />
Board fee Benefits Pension Number of<br />
GBP’000 GBP’000 GBP’000 shares*<br />
Lýdur Gudmundsson 151 – 18 ***855,166,183<br />
Ágúst Gudmundsson 518 22 53 ***855,166,183<br />
Ásgeir Thoroddsen 18 – 1 1,418,164<br />
Bjarni Th. Bjarnason 11 – 1 –<br />
Halldór B. Lúdvígsson 11 – 1 –<br />
No member of the Board holds options, warrants or other rights.<br />
* Restated to reflect remuneration earned in the year rather than cash payments received by the Directors during the year<br />
** Including holdings of their spouses, dependent children, and companies owned by them, if any<br />
*** Ágúst Gudmundsson and Lýdur Gudmundsson in total hold control of 855,166,183 shares through B Food Invest ehf.<br />
and related parties<br />
8<br />
Fees to Auditors<br />
£m 2010 2009<br />
Audit of financial statements 0.6 0.6
72 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
9<br />
Exceptional (income)/costs<br />
£m 2010 2009<br />
Defined benefit pension scheme credit (15.8) –<br />
Fire insurance claim (0.6) –<br />
Redundancy and other restructuring costs 3.7 5.2<br />
(12.7) 5.2<br />
There is an exceptional credit of £15.8 million in the year relating to the defined benefit pension scheme. This has arisen due<br />
to changes to the scheme regarding future discretionary increases (see note 35). The Group has also received £0.6 million in<br />
relation to a fire insurance claim.<br />
The Group has completed various restructuring activities during the years presented in order to integrate its acquired entities<br />
and to optimise its operations.<br />
During 2010, the Group incurred £3.7 million of restructuring costs. These include a further £1.5 million of costs in relation<br />
to the restructuring in France, and a further £2.2 million in relation to redundancies and related costs of UK factories. During<br />
2009, the Group closed two factories in France incurring £3.7 million of redundancy and related costs and additional costs<br />
associated with UK factory closures that commenced in 2008 of £1.5 million.<br />
10<br />
Investment revenues<br />
£m 2010 2009<br />
Loans and receivables at amortised cost:<br />
Interest on bank deposits 0.2 1.2<br />
11<br />
Finance costs<br />
£m 2010 2009<br />
Amortisation of refinancing costs (12.3) (17.0)<br />
Interest expenses – Bakkavör Group ehf. (21.6) (25.4)<br />
Interest expenses – Rest of the Group (48.0) (58.6)<br />
(81.9) (101.0)<br />
12<br />
Other gains and losses<br />
£m 2010 2009<br />
Increase/(decrease) in the fair value of derivative financial instruments 6.2 (3.7)<br />
Foreign exchange (loss)/gain (21.3) 6.8<br />
(15.1) 3.1<br />
The Group has experienced non-cash gains from mark to market movements on foreign currency contracts of £0.7 million<br />
(2009: £5.5 million loss) and interest rate swaps of £5.5 million (2009: £1.8 million).<br />
The exchange rate losses and gains are as a result of foreign exchange movements on ISK, Euro and US Dollar<br />
denominated loans.<br />
Bakkavör Group Annual Report 2010
73<br />
13<br />
Gain/(loss) on other financial assets<br />
£m 2010 2009<br />
Reversal of impairment 1.1 –<br />
Impairment of assets – (15.9)<br />
Loss on sale of subsidiary undertaking – (1.8)<br />
Gain recognised on disposal of interests in associates – 0.6<br />
Gain on other financial assets – 0.2<br />
1.1 (16.9)<br />
The reversal of impairment during the year relates to impairment previously booked in relation to the Group’s stake in Fram<br />
Foods hf. and related receivables.<br />
14<br />
Tax<br />
£m 2010 2009<br />
Current tax 3.7 (3.5)<br />
Deferred tax (note 30) 13.4 (12.9)<br />
17.1 (16.4)<br />
Reconciliation of effective tax rate:<br />
2010 2009<br />
Amount % Amount %<br />
Profit/(loss) before tax 3.5 (28.2)<br />
Tax calculated at domestic tax rate 0.6 18.0% (4.2) 15.0%<br />
Effect of different tax rates of other jurisdictions 4.3 122.7% (3.4) 21.1%<br />
Permanent differences for tax purposes 3.6 102.8% (1.1) 3.9%<br />
Tax asset not recognised 5.3 151.3% 0.3 (1.1%)<br />
Adjustments in respect of prior years 3.3 94.2% (8.0) 28.4%<br />
17.1 489.0% (16.4) 58.2%
74 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
15<br />
Goodwill<br />
£m Total<br />
Cost<br />
At 31 December 2008 846.6<br />
Exchange differences (2.2)<br />
At 31 December 2009 844.4<br />
Exchange differences 0.2<br />
Adjustment to consideration on acquisition of subsidiaries (note 34) (6.2)<br />
Acquisition of business (note 34) 6.1<br />
At 31 December 2010 844.5<br />
Accumulated impairment losses<br />
At 31 December 2009 & 2010 & 2011 –<br />
Carrying amount<br />
At 31 December 2010 844.5<br />
At 31 December 2009 844.4<br />
Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating units (CGUs) that are<br />
expected to benefit from that business combination.<br />
The carrying amount of goodwill has been allocated (each being a single CGU) as follows:<br />
£m 2010 2009<br />
UK Prepared 728.1 728.1<br />
UK Produce 2.0 –<br />
Europe Prepared 28.3 28.6<br />
Rest of World 15.1 14.1<br />
Italpizza Srl 43.8 41.2<br />
Two Chefs on a Roll Inc 27.2 32.4<br />
844.5 844.4<br />
The recoverable amounts of the CGUs are determined based on the value in use calculations.<br />
Bakkavör Group Annual Report 2010
75<br />
15<br />
Goodwill continued<br />
The key assumptions used are determined as follows:<br />
Discount rates: Management uses pre-tax rates that reflect current market assessments of the time value of money and the<br />
risks specific to the CGUs.<br />
Growth rates: The growth rates are based on industry growth forecasts. Changes in selling prices and direct costs are based<br />
on past practices and expectations of future changes in the market. The Group prepares cash flow forecasts derived from the<br />
most recent financial budgets approved by management for the next year and extrapolates cash flows for the following four<br />
years based on an estimated growth rate, determined by business unit, to provide a five-year forecast. Cash flows are then<br />
extrapolated using a perpetuity growth rate of 2 per cent (2009: 2 per cent) which does not exceed the average long-term<br />
growth rate for the relevant markets.<br />
The assumptions used, and the impact of sensitivities on these assumptions, are shown below:<br />
UK UK Rest Two Chefs<br />
£m Prepared Produce Europe of World Italpizza Srl on a Roll Inc<br />
Assumption:<br />
Pre-tax discount rate 10.6% 11.1% 10.3% 10.5% 11.0% 10.8%<br />
Perpetuity growth rate 2.00% 2.00% 2.00% 2.00% 2.00% 2.00%<br />
Sensitivity:<br />
Head room of impairment test based<br />
on management assumptions 47.5 5.9 5.3 1.7 44.9 53.0<br />
Increase to pre-tax discount rate that<br />
would result in an impairment charge 0.37% 9.47% 0.49% 0.57% 6.00% 9.48%<br />
Reduction in perpetuity growth rate that<br />
would result in an impairment charge 0.57% 33.20% 0.72% 0.87% 13.66% 29.64%
76 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
16<br />
Other intangible assets<br />
Customer<br />
£m contracts<br />
Cost<br />
At 31 December 2008 8.0<br />
Exchange differences (0.6)<br />
Disposal of a subsidiary (4.1)<br />
At 31 December 2009 3.3<br />
Exchange differences (0.1)<br />
At 31 December 2010 3.2<br />
Accumulated amortisation<br />
At 31 December 2008 (3.6)<br />
Disposal of a subsidiary 2.9<br />
Charge for the year (0.7)<br />
At 31 December 2009 (1.4)<br />
Exchange differences 0.1<br />
Charge for the year (0.3)<br />
At 31 December 2010 (1.6)<br />
Carrying amount<br />
At 31 December 2010 1.6<br />
At 31 December 2009 1.9<br />
Bakkavör Group Annual Report 2010
77<br />
17<br />
Property, plant and equipment<br />
Land Fixtures<br />
and<br />
and<br />
£m Buildings Equipment Total<br />
Cost<br />
At 31 December 2008 104.1 406.7 510.8<br />
Reclassification 2.5 (2.5) –<br />
Additions 2.9 22.7 25.6<br />
Disposal of subsidiary – (1.9) (1.9)<br />
Disposals – (5.5) (5.5)<br />
Properties reclassified as held for sale (5.1) – (5.1)<br />
Exchange differences (0.6) (6.0) (6.6)<br />
At 31 December 2009 103.8 413.5 517.3<br />
Additions 3.5 25.3 28.8<br />
Acquisition of subsidiary – 0.6 0.6<br />
Disposals (0.1) (6.5) (6.6)<br />
Exchange differences 0.4 (1.6) (1.2)<br />
At 31 December 2010 107.6 431.3 538.9<br />
Accumulated depreciation and impairment<br />
At 31 December 2008 (20.9) (131.6) (152.5)<br />
Charge for the year (6.2) (37.6) (43.8)<br />
Disposal of subsidiary – 1.7 1.7<br />
Disposals – 4.8 4.8<br />
Exchange differences 0.4 3.0 3.4<br />
At 31 December 2009 (26.7) (159.7) (186.4)<br />
Charge for the year (6.3) (38.0) (44.3)<br />
Disposals – 6.1 6.1<br />
Exchange differences (0.1) 0.4 0.3<br />
At 31 December 2010 (33.1) (191.2) (224.3)<br />
Carrying amount<br />
At 31 December 2010 74.5 240.1 314.6<br />
At 31 December 2009 77.1 253.8 330.9<br />
Insurance value of property, plant and equipment at year end amounts to £1,086 million (2009: £1,014 million).<br />
Freehold land and buildings with a carrying value of £57.1 million (2009: £57.1 million) have been pledged to secure certain<br />
borrowings of the Group. The Group is not allowed to pledge these assets as security for other borrowings or to sell them to<br />
another entity.<br />
The carrying value of the Group’s fixtures and equipment includes an amount of £13.5 million (2009: £15.5 million) in respect<br />
of assets held under finance leases.<br />
At 31 December 2010, the Group had entered into contractual commitments for the acquisition of property, plant and<br />
equipment amounting to £5.3 million (2009: £0.2 million).
78 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
17<br />
Property, plant and equipment continued<br />
Depreciation in the consolidated income statement is specified as follows:<br />
£m 2010 2009<br />
Depreciation included in cost of sales 26.1 27.7<br />
Depreciation included in other administrative costs 18.2 16.1<br />
44.3 43.8<br />
18<br />
Interests in associates<br />
Details of associates for the Group at 31 December 2010:<br />
£m 2010 2009<br />
Aggregated amounts relating to associates<br />
Total assets 17.0 19.6<br />
Total liabilities (11.3) (11.0)<br />
Net assets 5.7 8.6<br />
Group’s share of associates net assets 3.7 3.8<br />
Premium on acquisition 8.5 8.5<br />
12.2 12.3<br />
Revenue 72.0 78.9<br />
Profit for the year 2.9 4.0<br />
Group’s share of associates’ profit for the year 0.8 1.0<br />
Place of registration Method of Proportion of voting interest<br />
£m and operation accounting Principal activity 2010 2009<br />
Manor Fresh Limited United Kingdom Equity Marketing of fresh produce 27.5% 27.5%<br />
Gastro Primo Ltd Hong Kong Equity Food and beverage supplier 48.0% 48.0%<br />
La Rose Noire Ltd Hong Kong Equity Preparation and marketing of pastry products 45.0% 45.0%<br />
Manor Interfruit and Fram La Rose Gastro<br />
Fresh Tropical Foods Noire Primo<br />
£m Limited Fresh hf. Limited Limited Total<br />
Share of net assets/costs<br />
At 31 December 2008 0.6 1.2 1.9 7.2 2.0 12.9<br />
Share of profit after tax 0.2 – – 0.8 – 1.0<br />
Disposal – (1.2) – – – (1.2)<br />
Impairment of associate – – (1.9) – – (1.9)<br />
Currency movement – – – 1.6 0.7 2.3<br />
Dividend payment (0.3) – – (0.3) (0.2) (0.8)<br />
At 31 December 2009 0.5 – – 9.3 2.5 12.3<br />
Share of profit/(loss) after tax 0.3 – – 0.8 (0.3) 0.8<br />
Currency movement 0.0 – – 0.2 0.2 0.4<br />
Dividend payment (0.3) – – (1.0) – (1.3)<br />
At 31 December 2010 0.5 – – 9.3 2.4 12.2<br />
Bakkavör Group Annual Report 2010
79<br />
19<br />
Other investments<br />
£m 2010 2009<br />
Non-listed investment held at cost 0.1 –<br />
20<br />
Inventories<br />
£m 2010 2009<br />
Raw material and packaging 44.2 40.1<br />
Work in progress 2.1 2.0<br />
Finished goods 10.3 8.4<br />
56.6 50.5<br />
Insurance value of inventories at the end of the year amounts to £65.4 million (2009: £46.5 million).<br />
21<br />
Trade and other receivables<br />
£m 2010 2009<br />
Amounts receivable from trade customers 165.8 165.0<br />
Allowance for doubtful accounts (4.4) (3.1)<br />
Other debtors 11.7 12.6<br />
Prepayments 16.7 13.1<br />
Tax recoverable – 1.8<br />
189.8 189.4<br />
The Directors consider that the carrying amount of trade and other receivables approximates their fair value due to their<br />
short-term nature.<br />
The following table is an ageing of trade receivables including past due but not impaired:<br />
£m 2010 2009<br />
Not past due 142.4 140.5<br />
Past due by 1-30 days 15.1 16.5<br />
Past due by 31-60 days 4.1 2.5<br />
Past due by 61-90 days 1.5 0.9<br />
Past due by more than 90 days 2.7 4.6<br />
165.8 165.0
80 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
21<br />
Trade and other receivables continued<br />
The following table is an analysis of the movement of the Group’s trade receivables allowance for doubtful debts:<br />
£m 2010 2009<br />
Balance at beginning of the year (3.1) (2.5)<br />
Impairment losses recognised on receivables (1.2) (1.7)<br />
Amounts written off as uncollectible during the year (0.4) 0.1<br />
Amounts recovered during the year – 0.6<br />
Allowance reversed – 0.4<br />
Currency 0.3 –<br />
Balance at end of the year (4.4) (3.1)<br />
The following table is an analysis of the Group’s net trade receivables by currency:<br />
£m 2010 2009<br />
GBP 127.4 126.9<br />
USD 4.7 3.3<br />
EURO 25.5 27.8<br />
CZK 0.2 0.4<br />
ZAR 1.5 1.3<br />
RMB 2.1 1.9<br />
Other – 0.3<br />
161.4 161.9<br />
22<br />
Assets held for sale<br />
£m 2010 2009<br />
Assets held for sale 7.9 7.9<br />
In 2009 the Group closed one factory in the UK that was surplus to requirements in addition to the two factories that were<br />
closed in 2008. A search is underway for buyers for these properties. No impairment was recognised on the reclassification<br />
of the properties as held for sale.<br />
The factories that are currently held for sale as of 31 December 2010 and 31 December 2009 are within the UK Prepared<br />
segment.<br />
23<br />
Cash and cash equivalents<br />
£m 2010 2009<br />
Cash and cash equivalents 38.7 37.6<br />
Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three<br />
months or less. The carrying amount of these assets approximates their fair value.<br />
Bakkavör Group Annual Report 2010
81<br />
24<br />
Share capital<br />
Share capital is registered in Icelandic króna (ISK) and is 31,066,636,447 ISK as required by the Articles of Association. The<br />
share capital is divided into 2,157,888,219 Class A Shares with a nominal value of ISK 1 each, 784,686,625 Class B Shares<br />
with a nominal value of ISK 1 each and 28,124,061,603 Class C Shares with a nominal value of ISK 1 each.<br />
£m 2010 2009<br />
Share capital – issued and fully paid 15.0 15.0<br />
Share capital – issued and fully paid 141.0 –<br />
Own shares – (0.1)<br />
156.0 14.9<br />
Changes in share capital are as follows:<br />
£m 2010 2009<br />
Share capital at 1 January 14.9 14.9<br />
Changes during the period 141.1 –<br />
Share capital at 31 December 156.0 14.9<br />
Debt has been converted into share capital during the year, as part of the composition agreement discussed in note 26.<br />
As at 31 December 2010, executives and senior employees held options over 29,433,763 (2009: 34,635,241) ordinary shares<br />
(of which all are unvested), in aggregate, with all of those options expiring on 23 May 2011.<br />
Share options granted under the employee share option plan carry no rights to dividends and no voting rights. Further details<br />
of the employee share option plan are contained in note 36 to the financial statements.<br />
25<br />
Dividends<br />
The Annual General Meeting of Bakkavör Group ehf. held on 14 May 2010, resolved that no dividend will be paid in the year<br />
2010 (2009: nil).<br />
26<br />
Borrowings<br />
£m 2010 2009<br />
Borrowings in GBP 523.1 573.4<br />
Borrowings in ISK 220.2 265.7<br />
Borrowings in USD 46.7 50.0<br />
Borrowings in EUR 53.0 80.8<br />
Borrowings in NOK – 5.9<br />
Borrowings in other currencies 1.3 1.7<br />
Less: borrowings due in less than year (66.1) (377.0)<br />
778.2 600.5
82 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
26<br />
Borrowings continued<br />
The borrowings are repayable as follows:<br />
£m 2010 2009<br />
2010 – 377.0<br />
2011 66.1 3.1<br />
2012 566.7 595.4<br />
2013 0.5 0.6<br />
2014 211.0 0.5<br />
Later – 0.9<br />
844.3 977.5<br />
Included in the non-current ISK borrowings figure there is a convertible loan denominated in ISK of £211.0 million (2009:<br />
£nil). On 18 January 2010 Bakkavör Group ehf. entered a composition period to discuss proposals for the restructuring of<br />
certain liabilities of the Company. On 4 March 2010 the creditors of the Company approved the composition agreement<br />
and this was confirmed by the court on 25 March 2010 with an effective date of 6 April 2010. The compositon agreement<br />
extends the maturities of Bakkavör listed bonds and other indebtedness until 30 June 2014. Bakkavör’s creditors will convert<br />
approximately 1% of the Company’s debt into new ordinary B shares, which will amount to 27% of the total ordinary voting<br />
share capital of the Company (A and B ordinary shares), with a converison rate of 1:1.<br />
55% of the Company’s remaining debt will be classified as convertible debt which carries interest at a rate of three months<br />
REIBOR plus margin of 3% per annum. On 30 June 2012 the margin increases to 3.5% until 30 June 2013 when it becomes<br />
4% until maturity. The interest is not payable until 30 June 2014. Any convertible debt and interest unpaid as at 30 June 2014<br />
will be automatically converted to A ordinary share capital on a ratio of 5:1 (debt to share capital). The remaining 45% of<br />
Bakkavör indebtedness will be converted into newly issued preference shares (C shares) in Bakkavör at a conversion ratio of<br />
1:1. These shares carry no dividend or voting rights and will be automatically converted to A ordinary share capital on 30 June<br />
2014 at a ratio of 3:1 (C shares to A shares). These shares can be redeemed at the behest of the Company at an agreed price.<br />
The Group has four other main loan facilities which are subject to various restrictive financial covenants. At 31 December<br />
2010 the Group was in compliance with all covenants, except those associated with Bakkavör China Limited for which a<br />
waiver has been agreed (see note 38). Details of these facilities are as follows:<br />
• Bakkavör London Limited has a revolving credit facility of £627 million (2009: £646.3 million) which expires on 27 March<br />
2012. The Group has drawn £500 million (2009: £500 million) of the loan at 31 December 2010. The facility has a variable<br />
interest rate of 3.84% which represents LIBOR plus a margin of 3.5% and is secured against specific assets of Bakkavör<br />
London Limited.<br />
• Bakkavör Estates Limited has an outstanding bank loan at 31 December 2010 of £19.8 million which bears interest at<br />
3.24%, which represents LIBOR plus a margin of 2.5%. The bank loan is secured by a floating charge over all of the assets<br />
of Bakkavör Estates Limited.<br />
• Bakkavör China Limited has two loan facilities of US$26 million & US$12.75 million (2009: US$26 million & US$12.75<br />
million), which expire on 30 March 2012 and are both fully drawn down (2009: fully drawn) as at 31 December 2010. The<br />
weighted average interest rate of the facilities was 3.29% which represents LIBOR plus 3%.<br />
Bakkavör Group Annual Report 2010
83<br />
26<br />
Borrowings continued<br />
• Bakkavör Acquisitions (2008) Limited has a £60 million multi-currency term loan facility which expires in March 2012. From<br />
1 July 2010 the facility bears interest at LIBOR plus a margin of 3.5%. Prior to this date the margin was 2.0%. The facility<br />
is fully drawn down at 31 December 2010. The borrowings are split 45.6 million, US$32.8 million and £1.3 million with an<br />
average interest rate in 2010 of 4.06% (2009: 3.16%).<br />
See note 38 for details of Group refinancing since the year end.<br />
Analysis of net debt:<br />
£m 2010 2009<br />
Cash and cash equivalents 38.7 37.6<br />
Borrowings (Rest of the Group) (624.1) (661.4)<br />
Net debt (operational) (585.4) (623.8)<br />
Borrowings (Bakkavör Group ehf.) (220.2) (316.1)<br />
Net debt (805.6) (939.9)<br />
27<br />
Derivative financial instruments<br />
The Group utilises currency derivatives, mainly forward exchange contracts and currency options, to hedge significant future<br />
transactions and cash flows. At the balance sheet date, the total notional principal amount of total outstanding forward<br />
exchange contracts to which the Group is committed amounts to £45.0 million (2009: £52.5 million).<br />
The Group uses interest rate swaps and collars to manage its exposures to interest rate movements on its bank borrowings.<br />
At the balance sheet date, the total notional principal amount of total outstanding interest rate swaps amounts to £400.0<br />
million (2009: £451.4 million).<br />
Held for trading derivatives that are not designated in hedge accounting relationships:<br />
£m 2010 2009<br />
Foreing currency contracts – included in current assets 1.0 0.4<br />
Foreign currency contracts – (0.2)<br />
Interest rate contracts (24.8) (33.5)<br />
Included in current liabilities (24.8) (33.7)<br />
Total (23.8) (33.3)
84 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
28<br />
Trade and other payables<br />
£m 2010 2009<br />
Trade creditors 183.8 161.9<br />
Accruals 82.9 85.9<br />
Social security and other taxation 3.8 7.6<br />
Put option consideraton 5.0 –<br />
Contingent consideration – 15.5<br />
Deferred consideration – 3.1<br />
Other creditors 35.3 24.1<br />
310.8 298.1<br />
Less amounts due after one year:<br />
Other creditors (0.2) (0.1)<br />
Contingent consideration – (15.5)<br />
(0.2) (15.6)<br />
Trade and other payables due within one year 310.6 282.5<br />
The Directors consider that the carrying amount of trade payables approximates to their fair value.<br />
The following table is an analysis of the Group’s trade payables by currency.<br />
Trade payables by currency<br />
£m 2010 2009<br />
GBP 131.9 112.4<br />
USD 3.3 2.6<br />
EURO 44.2 43.1<br />
CZK 0.4 0.4<br />
ZAR 1.4 0.9<br />
RMB 2.6 2.5<br />
183.8 161.9<br />
Bakkavör Group Annual Report 2010
85<br />
29<br />
Provisions<br />
Onerous leases<br />
and other Dilapidations<br />
£m provisions provision Total<br />
At 31 December 2008 7.9 9.5 17.4<br />
Additional provision in the year 5.7 1.1 6.8<br />
Release of provision (1.3) (0.2) (1.5)<br />
Utilisation of provision (5.3) (0.1) (5.4)<br />
Unwinding of discount 0.3 1.3 1.6<br />
At 31 December 2009 7.3 11.6 18.9<br />
Included in current liabilities 3.9 1.2 5.1<br />
Included in non-current liabilities 3.4 10.4 13.8<br />
At 31 December 2009 7.3 11.6 18.9<br />
Additional provision in the year 3.4 0.3 3.7<br />
Release of provision (1.3) (3.4) (4.7)<br />
Utilisation of provision (3.0) (1.5) (4.5)<br />
Unwinding of discount 0.2 0.9 1.1<br />
At 31 December 2010 6.6 7.9 14.5<br />
Included in current liabilities 1.8 – 1.8<br />
Included in non-current liabilities 4.8 7.9 12.7<br />
Onerous leases and other provisions<br />
Onerous leases and other provisions includes provision related to unused premises and restructuring. Of this provision,<br />
£5.5 million (2009: £3.1 million) relates to onerous leases and related costs that will be utilised over the term of the individual<br />
leases to which they relate. There is no provision included relating to restructuring redundancies (2009: £1.7 million).<br />
Releases of provisions relate to where onerous leases have been reviewed due to changing circumstances and adjustments<br />
to the ongoing provisions are required. The release of provisions follows the original treatment with the exception of<br />
provisions acquired from acquisitions in previous periods which are released in administrative costs.<br />
Dilapidation provisions relate to obligations under various property leases to ensure that, at the end of the leases, the<br />
buildings are in the condition agreed with the landlords. The provision will be utilised at the end of the individual lease terms<br />
to which they relate.
86 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
30<br />
Deferred tax<br />
Deferred tax Deferred tax<br />
£m asset liability Total<br />
At 1 January 2009 0.1 (33.9) (33.8)<br />
Deferred tax movement arising on disposal of subsidiary – 0.3 0.3<br />
Computed income tax for the year 2009 4.0 8.9 12.9<br />
Deferred tax movement associated with pension asset movement – 3.6 3.6<br />
Deferred tax movement on goodwill – 8.8 8.8<br />
Deferred tax on foreign currency movements – 0.6 0.6<br />
At 31 December 2009 4.1 (11.7) (7.6)<br />
Computed income tax for the year 2010 (4.1) (9.3) (13.4)<br />
Deferred tax movement associated with pension liability movement – (2.5) (2.5)<br />
At 31 December 2010 – (23.5) (23.5)<br />
31<br />
Mortgages and commitments<br />
Operating lease commitments<br />
The Group as lessee<br />
£m 2010 2009<br />
Minimum lease payments under operating leases recognised as an expense in the year 15.2 13.0<br />
At 31 December 2010, the Group had outstanding commitments for future minimum lease payments under non-cancellable<br />
operating leases, which fall due as follows:<br />
£m 2010 2009<br />
Not later than 1 year 10.4 12.3<br />
Later than 1 year and not later than 5 years 29.7 31.7<br />
Later than 5 years 50.2 62.1<br />
90.3 106.1<br />
The Group leases various offices and operational facilities under non-cancellable operating lease arrangements. The leases<br />
have various terms, escalation clauses and renewal rights. The Group also leases plant and machinery under non-cancellable<br />
operating lease agreements.<br />
Purchase commitments<br />
The Group has purchase commitments for the next 12 months to guarantee supply and price of raw materials of £35.4 million<br />
(2009: £38.3 million).<br />
Bakkavör Group Annual Report 2010
87<br />
32<br />
Contingent liabilities<br />
The Group will from time to time, and in the normal course of business, be subject to legal claims. The Group regularly<br />
reviews each of these claims, and believes that no provision is necessary in the consolidated financial statements as the<br />
outcome cannot at present be foreseen. Provisions have been provided for all probable liabilities.<br />
At 31 December 2010 the Group has granted its subsidiaries and associates guarantees amounting to £101.9 million (2009:<br />
£108.0 million) in respect of potential obligations arising in the ordinary course of business.<br />
33<br />
Financial instruments<br />
Capital risk management<br />
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while<br />
maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the<br />
Group consists of debt, which includes the borrowings disclosed in note 26, cash and cash equivalents in note 23 and equity<br />
attributable to equity holders, comprising issued capital disclosed in note 24 and equity attributable to equity holders of the<br />
parent, comprising capital, reserves and retained earnings.<br />
The Group manages its capital by collating timely and reliable information to produce various internal reports such as capital<br />
expenditure and weekly cash reports, which enable the Board of Directors to assess the Group’s capital, and manage that<br />
capital effectively and in line with the Group’s objectives. The gearing of the Group is constantly monitored and managed to<br />
ensure that the ratio between debt and equity is at an acceptable level and enables the Group to operate as a going concern<br />
and maximise stakeholders’ return.<br />
When the Group considers an acquisition, the Board of Directors will decide how to fund that acquisition through debt,<br />
equity or a combination of both. The Board of Directors will look at the Group’s existing debt to equity ratio and the costs<br />
involved in financing debt or equity, before deciding how to fund the proposed acquisition.<br />
Significant accounting policies<br />
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of<br />
measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset,<br />
financial liability and equity instrument are disclosed in note 2 to the financial statements.
88 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
33<br />
Financial instruments continued<br />
Categories of financial instruments<br />
£m 2010 2009<br />
Financial assets<br />
Fair value through profit and loss:<br />
Derivative financial instruments 1.0 0.4<br />
Loans and receivables at amortised cost:<br />
Trade receivables 161.4 161.9<br />
Other debtors 11.7 12.6<br />
Cash and cash equivalents 38.7 37.6<br />
212.8 212.5<br />
Financial liabilities<br />
Fair value through profit and loss:<br />
Derivative financial instruments 24.8 33.7<br />
Loans and receivables at amortised cost:<br />
Trade payables 183.8 161.9<br />
Put option consideration 5.0 –<br />
Contingent consideration – 15.5<br />
Deferred consideration – 3.1<br />
Other creditors 35.3 24.1<br />
Finance leases 6.4 9.6<br />
Borrowings excluding finance leases 837.9 967.9<br />
1,093.2 1,215.8<br />
The fair value of the financial assets approximates to their carrying value due to the short-term nature of the trade receivables<br />
and other debtors. Fair values have been determined as level 2 under IFRS 7.<br />
The fair value of other financial liabilities at amortised cost approximates to their carrying value. The trade and other payables<br />
approximate to their fair value due to the short-term nature of the payables. The finance lease fair value approximates to the<br />
carrying value based on discounted future cash flows.<br />
Financial risk management<br />
The Group is exposed to a number of financial risks such as access to and cost of funding, interest rate exposure, currency<br />
exposure and working capital management. The Group seeks to minimise these risks where possible and does this by<br />
constantly monitoring, reviewing, effectively managing and using derivative financial instruments. Use of financial instruments<br />
is governed by Group policies which are approved by the Board of Directors. The treasury function does not operate as a profit<br />
centre, makes no speculative transactions and only enters into or trades financial instruments for specific purposes.<br />
To make sure the management of those financial risks faced by the Group remains effective, it is very important that any<br />
new businesses that are acquired by the Group are immediately integrated. This means the new business is providing timely<br />
and accurate information to the central Treasury department, so they can produce Group reports on key financial risks that<br />
reflect the ultimate position of the Group at that time.<br />
Bakkavör Group Annual Report 2010
89<br />
33<br />
Financial instruments continued<br />
Market risk<br />
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest<br />
rates. The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign<br />
currency risk, including:<br />
• Interest rate swaps to mitigate the risk of rising interest rates; and<br />
• Forward foreign exchange contracts to hedge the exchange rate risk arising on revenues and purchases in foreign<br />
currencies.<br />
Market risk exposures are supplemented by sensitivity analysis. There has been no change to the Group’s exposure to<br />
market risks or the manner in which it manages and measures the risk.<br />
Interest rate risk management<br />
The Group is exposed to interest rate risk on borrowings. The risk is managed by maintaining an appropriate mix between<br />
fixed and floating rate borrowings. Interest risk management balances debt financing as a tool to improve the returns through<br />
leverage in the capital structure with the potential for an increase in interest rates to impact profits negatively. The Group<br />
also uses derivative financial instruments such as interest rate swaps and interest rate collars to minimise the risk associated<br />
with variable interest rates. As a result, at the year end 64% of the Group’s borrowings (excluding the convertible debt) were<br />
covered by interest rate swaps and collars (2009: 63%). The remaining borrowings were at floating rates. Board approval is<br />
required for the use of any interest rate derivative.<br />
Interest rate sensitivity<br />
Interest rate sensitivity analysis has been performed on the financial assets and liabilities to illustrate the impact on Group<br />
profits and equity if interest rates increased/decreased. This analysis assumes the liabilities outstanding at the year end<br />
were outstanding for the whole period. A 100 basis points increase or decrease has been used, comprising management’s<br />
assessment of reasonably possible changes in interest rates.<br />
Profit or (loss)<br />
£m 2010 2009<br />
Effects of 100 basis points increase in interest rate (5.2) (4.1)<br />
Effects of 100 basis points decrease in interest rate 5.2 4.1<br />
It is assumed that all other variables remained the same when preparing the interest rate sensitivity analysis.<br />
Interest rate swaps<br />
Under interest rate swap contracts, the Group agrees to exchange the difference between fixed and floating rate interest<br />
amounts calculated on agreed notional principal amounts. Such contracts enable the Group to mitigate the risk of changing<br />
interest rates on the fair value of issued fixed rate debt held and the cash flow exposures on the issued variable rate debt<br />
held. The fair value of interest rate swaps at the reporting date is determined by discounting the future cash flows using<br />
the yield curves at the reporting date and the credit risk inherent in the contract. The average interest rate is based on the<br />
outstanding balances at the end of the financial year. Interest rate contracts are carried at fair value through profit or loss.
90 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
33<br />
Financial instruments continued<br />
Interest rate swaps continued<br />
The following table details the notional principal amounts and remaining terms of interest rate swap contracts and collars<br />
outstanding as at 31 December 2010:<br />
Average contracted fixed<br />
interest rate<br />
Notional principal<br />
amount<br />
Fair value<br />
£m 2010 2009 2010 2009 2010 2009<br />
% %<br />
Interest rate swaps:<br />
0 to 1 years 4.90 – 100.0 – (3.0) –<br />
1 to 5 years 4.94 5.41 150.0 250.0 (10.0) (17.1)<br />
1 to 5 years – 8.91 – 51.4 – (5.3)<br />
Over 5 years 5.17 4.90 50.0 50.0 (6.7) (5.1)<br />
Collars:<br />
1 to 5 years 4.37 5.75 100.0 100.0 (5.1) (6.0)<br />
400.0 451.4 (24.8) (33.5)<br />
The interest rate swaps settle on a quarterly basis. The floating rate on the interest rate swaps is three months’ LIBOR. The<br />
Group will settle the difference between fixed and floating interest rates on a net basis.<br />
Foreign currency risk management<br />
Foreign currency risk management occurs at a transactional level on revenues and purchases in foreign currencies and<br />
at a translational level in relation to the retranslation of overseas operations. Board policy is for UK businesses to hedge<br />
transactional exposures using forward foreign exchange contracts wherever material. Transactional exposure in our overseas<br />
business is not hedged, as receipts and payments are largely in their local currencies. The Group monitors foreign exchange<br />
rates to assess the potential impact on Group profits if exchange rates move significantly and a summary of hedges in place<br />
is reported to the Board.<br />
Foreign currency sensitivity<br />
The following table details the Group’s sensitivity to a 10% strengthening and weakening in the GBP against the relevant<br />
foreign currencies. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and<br />
adjusts their translation at the period end for a 10% change in foreign currency rates. A positive number below indicates an<br />
increase in profit and equity where the GBP strengthens 10% against the relevant currency. For a 10% weakening of the GBP<br />
against the relevant currency, there would be an opposite impact on the profit and equity, and the balances below would be<br />
negative. Tax effects are disregarded in the sensitivity analysis.<br />
10% Strengthening 10% Weakening<br />
£m 2010 2009 2010 2009<br />
EUR 2.3 7.8 (2.6) (9.6)<br />
ZAR 0.1 (0.3) (0.1) 0.3<br />
USD 2.7 7.5 (2.9) (9.2)<br />
RMB 0.1 0.1 (0.1) (0.1)<br />
ISK 20.0 24.0 (22.0) (29.3)<br />
NOK – 0.5 – (0.7)<br />
A positive number indicates a gain and a negative number indicates a loss.<br />
Bakkavör Group Annual Report 2010
91<br />
33<br />
Financial instruments continued<br />
Forward foreign exchange contracts<br />
It is the policy of the Group to enter into forward foreign exchange contracts to cover specific foreign currency payments and<br />
receipts. The Group also enters into forward foreign exchange contracts to manage the risk associated with anticipated sales<br />
and purchase transactions to minimise the exposure generated.<br />
The following table details the forward foreign currency contracts outstanding as at the reporting date:<br />
Average exchange rate Foreign currency (m) Contract value (£m) Fair value (£m)<br />
Outstanding contracts 2010 2009 2010 2009 2010 2009 2010 2009<br />
Buy Euros:<br />
Less than 3 months 1.18 1.11 22.7 25.9 19.3 23.3 0.3 (0.2)<br />
3 to 6 months 1.20 1.12 14.0 15.1 11.7 13.5 0.4 –<br />
6 to 12 months 1.19 1.13 6.9 3.0 5.8 2.7 0.2 –<br />
Buy US Dollars:<br />
Less than 3 months 1.56 1.51 4.9 8.9 3.1 5.6 – –<br />
3 to 6 months 1.55 1.52 5.9 4.7 3.8 2.9 – –<br />
6 to 12 months 1.56 1.47 1.6 7.0 1.1 4.5 – 0.4<br />
44.8 52.5 0.9 0.2<br />
Average exchange<br />
rate<br />
Foreign currency<br />
(m)<br />
Contract value<br />
(ZAR m)<br />
Fair value<br />
(ZAR m)<br />
Fair value<br />
(£m)<br />
Outstanding contracts 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009<br />
Buy US Dollars:<br />
Less than 3 months 0.12 – 0.3 – 2.8 – 0.5 – 0.1 –<br />
Credit risk management<br />
Credit risk refers to the risk of financial loss to the Group if a counterparty defaults on its contractual obligations of the loans<br />
and receivables at amortised cost held in the balance sheet.<br />
The Group’s main credit risk is attributable to its trade receivables. The Group’s top five customers, all leading UK retailers,<br />
continue to represent more than 75% of the Group’s revenue. These customers have favourable credit ratings and<br />
consequently reduce the credit risk for the Group’s overall trade receivables.<br />
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with good<br />
credit ratings assigned by international credit rating agencies. Group policy dictates that Group deposits are shared between<br />
banks to spread the risk. Currently Group deposits are shared between banks that are current counterparties in the Group’s<br />
secured committed bank facilities.<br />
Processes are in place to manage receivables and overdue debt and to ensure that appropriate action is taken to resolve<br />
issues on a timely basis. Credit control operating procedures are in place to review all new customers. Existing customers<br />
are reviewed as management become aware of changes of circumstances for specific customers. The amounts presented in<br />
the balance sheet are net of appropriate allowance for doubtful trade receivables, specific customer risk and assessment of<br />
the current economic environment. The carrying amount of financial assets recorded in the financial statements, which is net<br />
of impairment losses, represents the Group’s maximum exposure to credit risk.
92 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
33<br />
Financial instruments continued<br />
Credit risk management continued<br />
The Group’s maximum exposure to credit risk, without taking into account value of any collateral obtained, is represented in<br />
the table below:<br />
Maximum credit risk<br />
£m 2010 2009<br />
Financial assets and other credit exposures<br />
Trade and other receivables 189.8 189.4<br />
Cash and cash equivalents 38.7 37.6<br />
228.5 227.0<br />
Commodity risk management<br />
The Group acquires substantial amounts of raw materials for its operations, including dairy, wheat and rapeseed oil. The<br />
Group is exposed to commodity price and supply risks for these raw materials. The Group takes actions to reduce overall<br />
material costs and exposure to price fluctuations. This is done in a number of ways. For example, the Group buys raw<br />
materials from suppliers all over the world, thereby decreasing geographic risk, and frequently tenders to benchmark market<br />
prices. In general our requirements are managed using contracts for periods of between three and 12 months forward. The<br />
Group also manages any local currency exposure in line with agreed policy.<br />
Liquidity risk management<br />
Liquidity risk refers to the risk that the Group may not be able to fund the day-to-day running of the Group. Liquidity risk is<br />
reviewed by the Board on a monthly basis. The Group manages liquidity risk by monitoring actual and forecast cash flows<br />
and matching the maturity profiles of financial assets and liabilities. The Group also monitors the drawdown of debt against<br />
the available banking facilities and reviews the level of reserves. Liquidity risk management ensures sufficient debt funding<br />
is available for the Group’s day-to-day needs. Board policy is to maintain reasonable headroom of unused committed bank<br />
facilities in a range of maturities at least 12 months beyond the year end.<br />
Liquidity and interest risk tables<br />
The following table details the Group’s contractual obligations for its non-derivative financial liabilities. The table has been<br />
drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be<br />
required to pay. The table includes both interest and principal cash flows.<br />
£m 2011 2012 2013 2014 Later Total<br />
Liabilities<br />
Interest bearing 106.6 569.7 0.5 211.0 – 887.8<br />
Non-interest bearing 335.4 0.2 – – – 335.6<br />
442.0 569.9 0.5 211.0 – 1,223.4<br />
Assets<br />
Non-interest bearing 229.5 – – – – 229.5<br />
229.5 – – – – 229.5<br />
Bakkavör Group Annual Report 2010
93<br />
34<br />
Acquisition of business<br />
MS Salads Marketing Limited<br />
On 4 May 2010, a subsidiary company, English Village Salads Limited, acquired the trade and assets of the packaging and<br />
marketing business of MS Salads Marketing Limited from Hedon Salads Holdings Limited. In exchange for the assets<br />
acquired, English Village Salads Limited issued share capital to its current shareholders and the shareholders of Hedon<br />
Salads Holdings Limited on a basis that effectively transferred 30% of the Group’s ownership of English Village Salads to the<br />
shareholders of Hedon Salads Holdings Limited.<br />
The net effect of the acquisitions is as follows:<br />
£m<br />
Fair value of shares issued 2.6<br />
Book value and fair value of net assets acquired (0.6)<br />
Goodwill on acquisition 2.0<br />
Goodwill from the acquisition relates to benefits associated with the wider range of produce marketing experience in the<br />
combined business and anticipated future operating synergies from the combination.<br />
Italpizza Srl.<br />
On 7 December 2010 a put option in relation to the 10% non-controlling interest in Italpizza Srl was exercised by the offer<br />
holder. As a result the Group is required to acquire the remaining 10% for consideration of 5.8 million (£5.0 million).<br />
A liability for this has been included in these financial statements within Trade and other payables and the £0.9 million<br />
of non-controlling interests has been removed with the result that £4.1 million of goodwill has been created.<br />
Two Chefs on a Roll Inc.<br />
During 2010, £3.1 million (2009: £nil) of deferred consideration payments and £9.9 million (2009: £nil) of contingent<br />
consideration payments were made in relation to Two Chefs on a Roll Inc. which was acquired in 2008. The contingent<br />
consideration payment was a full and final settlement and has had the impact of reducing the Group’s goodwill in relation<br />
to this acquisition by £6.2 million.<br />
During 2010, £3.7 million (2009: £8.4 million) of deferred consideration payments were made in relation to acquisitions<br />
transacted in previous years.
94 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
35<br />
Retirement benefit schemes<br />
The Group operates a number of pension schemes in the UK and overseas. These schemes are either trust or contract<br />
based and have been set up in accordance with appropriate legislation. The assets of each of the pension schemes are held<br />
separately from the assets of the Group.<br />
In the UK, there are two main schemes – one, a defined contribution scheme, is open to new UK employees joining the<br />
Group (full or part time) and the other, a funded defined benefit scheme, which is closed to new members.<br />
Pension (credit)/costs charged in arriving at profit on ordinary activities before taxation were:<br />
£m 2010 2009<br />
UK defined benefit scheme net charge (12.3) 4.2<br />
UK defined contribution scheme net charge 0.7 0.8<br />
Overseas net charge 0.3 0.7<br />
Total (credit)/charge (11.3) 5.7<br />
The exceptional credit has arisen due to scheme changes regarding future discretionary increases. This is discussed<br />
further below.<br />
Defined contribution scheme<br />
The total cost charged to income of £0.7 million (2009: £0.8 million) represents contributions payable to these schemes by<br />
the Group at rates specified in the rules of the plans. No amounts were owing at the year end for the defined contribution<br />
scheme (2009: £nil).<br />
Defined benefit scheme<br />
A full actuarial valuation of plan assets and the present value of the defined benefit obligation was carried out at 31 March<br />
2010 and was updated for IAS 19 purposes to 31 December 2010 by a qualified independent actuary. The projected unit cost<br />
method was used to value the assets and liabilities and was conducted by Lloyd Cleaver, a qualified independent actuary with<br />
Towers Watson Limited.<br />
The major assumptions used in this valuation were:<br />
£m 2010 2009<br />
Expected rate of salary increases 4.40% 4.50%<br />
Future pension increases 3.30% 3.20%<br />
Expected return on scheme assets 7.34% 7.30%<br />
Discount rate applied to scheme liabilities 5.50% 5.70%<br />
Inflation assumption 2.70% 3.50%<br />
Bakkavör Group Annual Report 2010
95<br />
35<br />
Retirement benefit schemes continued<br />
The mortality table is based on the PMA92/PFA92 tables rated down one year with future medium cohort improvements,<br />
giving life expectancies as follows:<br />
Males’ expected Males’ expected Females’ expected Females’ expected<br />
future lifetime future lifetime future lifetime future lifetime<br />
2011 2010 2011 2010<br />
Member aged 45 in 2010 41.5 41.5 43.8 44.5<br />
Member aged 65 in 2010 21.9 21.0 24.0 24.1<br />
The sensitivities regarding the principal assumptions used to measure the scheme liabilities are set out below:<br />
Assumption Change in assumption Impact on scheme liabilities<br />
Discount rate Decrease by 0.2% Increase by 3.9%<br />
Rate of inflation Decrease by 0.8% Decrease by 10.6%<br />
Rate of salary growth Decrease by 0.1% Decrease by 0.3%<br />
Rate of mortality Increased by 1 year Increase by 2.9%<br />
Amounts recognised in income in respect of these defined benefit schemes are as follows:<br />
£m 2010 2009<br />
Current service costs (4.1) (3.2)<br />
Interest costs (9.5) (8.1)<br />
Expected return on scheme assets 10.1 7.1<br />
Past service cost 15.8 –<br />
Total credit/(charge) 12.3 (4.2)<br />
All of the credit for the year has been included in total administrative expenses. Actuarial gains and losses have been<br />
reported in the statement of recognised income and expense. During the year the Group has decided that there should be no<br />
future discretionary pension increases whilst the scheme remains in deficit on a Funding Basis. The removal of the allowance<br />
for discretionary increases has led to a reduction in the IAS 19 pension liability of £15.8 million which is accounted for as an<br />
immediate gain in the income statement and is disclosed within exceptional income.<br />
The actual return on scheme assets was £24.0 million (2009: £28.7 million).<br />
Cumulative amount of actuarial gains and losses recognised in other comprehensive income since the date of IFRS transition<br />
is £26.3 million loss (2009: £22.4 million loss).<br />
£m 2010 2009<br />
Fair value of scheme assets 179.7 156.4<br />
Present value of defined benefit obligations (167.9) (169.6)<br />
Surplus/(deficit) in scheme 11.8 (13.2)<br />
Related deferred taxation (liability)/asset (3.2) 3.7<br />
8.6 (9.5)<br />
The assumptions used by the actuary are the best estimates chosen from a range of possible actuarial assumptions which,<br />
due to the timescale covered, may not necessarily be borne out in practice.
96 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
35<br />
Retirement benefit schemes continued<br />
Movements in the present value of defined benefit obligations were as follows:<br />
£m 2010 2009<br />
Opening balance (169.6) (127.5)<br />
Current service cost (4.1) (3.2)<br />
Interest cost (9.5) (8.1)<br />
Contributions from scheme members (2.5) (2.2)<br />
Benefits paid 5.9 5.9<br />
Gain/(loss) on change of assumptions 1.7 (38.0)<br />
Experience (loss)/gain (5.6) 3.5<br />
Removal of future discretionary pension increases 15.8 –<br />
(167.9) (169.6)<br />
During the year, the inflationary assumptions for the future liabilities of the scheme were changed from an RPI basis to a<br />
CPI basis. The resulting change in the liabilities are posted as part of the gain/(loss) on change of assumptions through the<br />
statement of comprehensive income.<br />
Movements in the fair value of scheme assets were as follows:<br />
£m 2010 2009<br />
Opening balance 156.4 127.9<br />
Expected return on scheme assets 10.1 7.1<br />
Experience gain 12.8 21.6<br />
Contributions from the sponsoring companies 3.8 3.5<br />
Contributions from scheme members 2.5 2.2<br />
Benefits paid (5.9) (5.9)<br />
179.7 156.4<br />
The analysis of the scheme assets and the expected rate of return at the balance sheet date was as follows:<br />
2010 2009<br />
Expected rate Estimated Expected rate Estimated<br />
£m of return bid value of return bid value<br />
UK equities 7.80% 67.7 7.90% 54.6<br />
Overseas equities 7.80% 61.9 8.40% 55.5<br />
Corporate bonds 4.90% 31.1 5.70% 30.6<br />
UK government bonds 4.00% 10.6 4.50% 7.3<br />
Property 6.40% 8.7 6.70% 8.4<br />
Cash (0.3) –<br />
179.7 156.4<br />
Bakkavör Group Annual Report 2010
97<br />
35<br />
Retirement benefit schemes continued<br />
£m 2010 2009<br />
Fair value of scheme assets 179.7 156.4<br />
Present value of defined benefit obligations (167.9) (169.6)<br />
Surplus/(deficit) in the scheme 11.8 (13.2)<br />
Experienced gains/(losses) adjustments on scheme liabilities<br />
Amount (5.6) 3.5<br />
Percentage of scheme liabilities % (3.3%) 2.1%<br />
Experienced gains/(losses) adjustments on scheme assets<br />
Amount 12.8 21.6<br />
Percentage of scheme liabilities % 7.1% 13.8%<br />
The estimated amount of contributions expected to be paid to the pension scheme during the current financial year is<br />
£6.6 million. The employer contribution rate for the current financial year is 13.2%.<br />
The next triennial valuation is scheduled to be carried out as at 31 March 2013.<br />
The levels of contributions are based on the current service cost and the expected future cash flows of the defined benefit<br />
scheme. The Group estimate the scheme liabilities on average fall due over 20 years.<br />
The Trustees currently adopt a policy of 70% return seeking assets (equities) and 30% liability matching assets (bonds/<br />
property) which will be reviewed periodically. Within the return seeking portfolio the Trustees have decided to increase their<br />
allocation to overseas equities and have recently appointed a passive manager in this regard.<br />
The Group and the Trustees work closely together in matters concerning the Bakkavör Pension Scheme. Regular meetings<br />
and correspondence on matters concerning the scheme are shared in an open manner between both parties.
98 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Notes to the Consolidated Financial Statements<br />
continued<br />
36<br />
Share-based payments<br />
The Group has an ownership-based compensation scheme for executives and senior employees of the Group. In accordance<br />
with the provisions of the plan, as approved by shareholders at a previous general meeting, executives and senior employees<br />
in the Group may be granted options to purchase ordinary shares at an exercise price of ISK 36.0.<br />
Each employee share option converts into one ordinary share of Bakkavör Group ehf. on exercise. No amounts are paid or<br />
payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may<br />
be exercised at any time from the date of vesting to the date of their expiry.<br />
The number of options granted is calculated in accordance with the performance-based formula approved by shareholders at<br />
a previous annual general meeting and is subject to approval by the Remuneration Committee.<br />
The following share-based payment arrangements were in existence during the current and comparative reporting periods:<br />
Expiry Exercise Fair value at<br />
Option series Number Grant date date price grant date<br />
Issued to Executive Management (*) 6,479,620 23/5/08 23/5/11 ISK 36.0 ISK 32.3<br />
Issued to Middle Management and Senior Employees (*) 35,214,948 23/5/08 23/5/11 ISK 36.0 ISK 32.3<br />
* In accordance with the terms of the share-based arrangement, options issued on 23 May 2008 will vest after a three-year service period.<br />
There were no options granted during the current year or the prior year.<br />
The following reconciles the outstanding share options granted under the employee share option plan at the beginning and<br />
end of the financial year:<br />
2010 2009<br />
Weighted<br />
Weighted<br />
average<br />
average<br />
Number exercise Number exercise<br />
of options price of options price<br />
Balance at the beginning of the financial year 34,635,241 ISK 36.0 40,305,417 ISK 36.0<br />
Forfeited during the financial year (5,201,478) ISK 36.0 (5,670,176) ISK 36.0<br />
Balance at the end of the financial year 29,433,763 ISK 36.0 34,635,241 ISK 36.0<br />
Exercisable at the end of the financial year – – – –<br />
Balance at end of the financial year<br />
The share options outstanding at the end of the financial year had an exercise price of ISK 36.0 (2009: ISK 36.0) and a<br />
weighted average remaining contractual life of 143 days (2009: 508 days).<br />
Bakkavör Group Annual Report 2010
99<br />
37<br />
Related-party transactions<br />
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and<br />
are not disclosed in this note. Transactions between the Group and its associates are disclosed below.<br />
For further information regarding salaries and other benefits to key management personnel see note 7.<br />
Tjarnargata 35 ehf.<br />
Bakkavör Group ehf. has a rental agreement with Tjarnargata 35 ehf. which is owned by Ágúst Gudmundsson, CEO and Lýdur<br />
Gudmundsson, Chairman of the Board of Bakkavör Group ehf. Rent paid was £19,200 in 2010 (2009: £19,200).<br />
Exista BV and related parties<br />
£m 2010 2009<br />
Net rent received – 0.8<br />
Finance charge – (0.4)<br />
Debt (1.1) (6.9)<br />
Associates<br />
£m 2010 2009<br />
Purchases of goods and other services from associates 0.2 0.7<br />
The above transactions were carried out on commercial terms.<br />
38<br />
Events after the statement of financial position date<br />
On 10 January 2011, the Group made a final payment of £21.3 million to the lenders to fully repay the loan outstanding in<br />
Bakkavör Estates Limited.<br />
On 19 January 2011, in respect of the Bakkavör China Limited loan, the Group agreed with the lenders to a waiver of the<br />
covenant requirements for the year ended 31 December 2010.<br />
On 7 February 2011, the Group refinanced its main financing facilities in Bakkavör London Limited, Bakkavör Acquisitions<br />
(2008) Limited and Bakkavör China Limited, through a seven-year £350 million listed bond issue, a term loan and a revolving<br />
credit facility of £380 million that will expire on 30 June 2014. This has been done through Bakkavör Finance (2) plc, a newly<br />
incorporated subsidiary of Bakkavör Holdings Limited. The refinancing extends the debt repayment profile and widens the<br />
arranged lender base.<br />
39<br />
Approval of the Consolidated Financial Statements<br />
The Consolidated Financial Statements were approved by the Board of Directors and authorised for issue on 17 February 2011.
100 Overview<br />
Operating & Financial Review<br />
Corporate Responsibility<br />
Governance<br />
Financial Statements & Notes<br />
Corporate information<br />
Bakkavör Group<br />
Bakkavör Group ehf.<br />
Tjarnargata 35<br />
101 Reykjavík<br />
Iceland<br />
Tel: +354 550 9700<br />
Fax: +354 550 9701<br />
Bakkavör Holdings Limited<br />
West Marsh Road<br />
Spalding<br />
Lincolnshire<br />
PE11 2BB<br />
United Kingdom<br />
Tel: +44 1775 761111<br />
Bakkavör Group website<br />
www.bakkavor.com<br />
Principal bankers<br />
Barclays Capital<br />
Royal Bank of Scotland PLC<br />
Rabobank International, London Branch<br />
Mizuho Corporate Bank, Ltd.<br />
Auditor<br />
Deloitte hf.<br />
Smáratorg 3<br />
201 Kópavogur<br />
Iceland<br />
Exchange rate used throughout the report<br />
(unless otherwise stated): 1 GBP = ISK 179.5<br />
Printed on Mohawk Superfine produced using ECF,<br />
FSC certified mixed source pulp from well managed<br />
and legally harvested forests. Mohawk Superfine is<br />
made Carbon Neutral with 100% of energy usage<br />
offset by Green-e certified wind certificates.<br />
Bakkavör Group Annual Report 2010
Bakkavör Group (Bakkavör) shares or other financial<br />
instruments are no longer listed at the Iceland stock exchange,<br />
NASDAQ OMX Iceland. The Company is hence no longer<br />
subject to information requirements according to law or the<br />
rules of the NASDAQ OMX Iceland.<br />
This report has been issued for personal use only and<br />
exclusively for information purposes. Accordingly this<br />
document may not be used for any other purpose. Nothing<br />
in this report is or shall be interpreted as an offer pursuant<br />
to the Icelandic Securities Act no. 108/2007, a tender, or<br />
encouragement to invest, buy, sell or dispose of shares or<br />
other financial instruments in or issued by Bakkavör.<br />
Designed and produced by JohnstonWorks (www.johnstonworks.com)<br />
In the preparation of this report Bakkavör has not taken<br />
into account any single shareholder investment objectives,<br />
financial resources or other relevant circumstances. All<br />
securities transactions involve risks, which include (among<br />
others) the risk of adverse or unanticipated market, financial<br />
or political developments and, in international transactions,<br />
currency risk. Due care and attention has been used in the<br />
preparation of any forecast information. Actual results may<br />
vary from their forecasts, and any variation may be materially<br />
positive or negative. Forecasts, by their very nature, are<br />
subject to uncertainty and contingencies, many of which<br />
are outside the control of Bakkavör.<br />
Bakkavör cannot guarantee that the information contained<br />
herein is without fault or entirely accurate. The information<br />
in this material is based on sources that Bakkavör believes<br />
to be reliable. Information and opinions may change without<br />
notice. Bakkavör is under no obligation to make amendments<br />
or changes to this publication if errors are found or opinions<br />
or information change. Bakkavör accepts no responsibility<br />
for the accuracy of its sources.<br />
Bakkavör is the owner of all works of authorship including,<br />
but not limited to, all design, text, images and trademarks in<br />
this material unless otherwise explicitly stated. The use of<br />
Bakkavör’s material, work or trademarks is forbidden without<br />
written consent except where otherwise expressly stated. It is<br />
prohibited to publish material made or gathered by Bakkavör<br />
without written consent.