Annual Report - Americana Group
Transcription
Annual Report - Americana Group
$QQXDO5HSRUW 2014 Kuwait Food Company (Americana) S.A.K. 50th Annual Report Established by the Amiri Decree Dated December 29, 1963 Authorized Capital Kuwaiti Dinars 40,200,207 Paid Up Capital Kuwaiti Dinars 40,200,207 Commercial Register No. 4369 Auditors: Mr. Bader Abdullah Al-Wazzan Al Wazzan & Co. – Deloitte & Touche Mr. Abdullatif Hoshan Al-Majid Parker Randall (Allied Accountants) Head Office: State of Kuwait - Shuwaikh Industrial Area Tel: 24815900 H.H. THE AMIR OF STATE OF KUWAIT SHEIKH SABAH AL-AHMED AL-JABER AL-SABAH H.H. THE CROWN PRINCE H.H. THE PRIME MINISTER SHEIKH NAWAF AL-AHMED AL-JABER AL-SABAH SHEIKH JABER MUBARAK AL-HAMAD AL-SABAH Board of Directors Mr. Marzouk Nasser Al-Kharafi Chairman Mr. Bader Mohamed Abdul Wahab Al-Jouan Vice Chairman Mr. Abdullah Mohamed Al-Saad Member Mr. Mohanad Mohamed Abdul Mohsin Al-Kharafi Member Sheikh, Abdullah Salem Sabah Al-Sabah Member Mr. Faisal Nasser Al-Kharafi Member Mr. Faisal Nezar Ahmed Al-Nesf Member 5bbiU`FYdcfh Report of the Board of Directors’ for 2014 Esteemed Shareholders, By the end of 2014, Kuwait Food Company (Americana) has completed half a century of success and excellence as one of the leading commercial enterprises in the Arab World and the Middle East in the fields of Restaurants, Food Processing, Agriculture and Foodstuff trading. Since its inception, the Company adopted a studious strategy of geographical expansion of its investments along with a qualitative expansion of its activities. The diversification of investments with their inherent varied levels of risk enabled the Company to mitigate the negative impact of sudden economic changes on profits throughout the years. This was supported by the keen determination to maintain an effective balance between the income resources and spending, which led to strengthening its financial position over the years. Despite the huge challenges it encountered in the major markets where it operates and increasingly tough competition it faces, the Company took successful decisions year after year and guided its expansion into new markets while undertaking additional investments thanks to the foresight, knowledge and experience of the Board of Directors and the Executive management and their alertness to the winds of change in the business & work environment. All these success factors qualified the company to achieve the expected revenues and profits. At this context, it is worthy to note that this would not have been possible without the dedication and efficiency of all the Company’s employees at all operational and administrative levels. The Board of Directors would like to express its profound gratitude to all our shareholders and customers who have been all along with the company step-by-step and provided the much-needed confidence to face the challenges and crises over the years which has been the key element in our Company’s success. Esteemed Shareholders, The Board of Directors is pleased to present to you the 50th annual report in which we review the major challenges faced by the Company and the significant achievements made during the year. With the will of God, We look forward to a future full of continued excellent performance crowned by the achievement of our goals. In this report, we will review the Company’s consolidated financial statements for the year ended 31.12.2014 as well as highlight the outlook of the Company. The Company achieved sales amounted to KD 922 million (US $ 3.2 billion) during 2014, compared to KD 867 million last year with 6% growth over the previous year. Despite all the tremendous challenges faced during the year, the company achieved Net profit after the results of financial portfolio, amounted to KD 52 million (US $ 183 million), growing by 3% compared to KD 50.6 million last year. 7 Americana … Half a Century of Excellence and Success: This year, Americana celebrates the fiftieth anniversary of its establishment. It is indeed a proud moment for the Company to celebrate the Golden Jubilee Year-2014 of its incorporation thanks to the never-ending support and confidence of Board of Directors, Shareholders, Customers, and all other stakeholders in all the countries where it operates. Since its inception, Americana went through successive phases of development and progress. Incorporated in December 1963 under the name “Americana Food Manufacturing and Distribution Company”, the Company had a rather limited activity during the second half of 1965 with sales amounting to KD 76 thousand and losses of KD 33 thousand. Since then until the beginning of 1969, the Company’s overall scope of work was linked to traditional commercial policies and systems limited to import and distribution of canned, dry and liquid foodstuffs in addition to fresh and frozen meat. At the end of 1969, the late Mr. Nasser Mohammed Abdelmohsen Alkharafi, was elected chairperson of the Board of Directors, and brought about a stunning leap and paradigm shift in the company’s business strategy and management style. Under his stewardship, the Company developed a vision and a strategy that sought to keep abreast with the latest developments in the domestic and international markets. Shortly afterwards, Americana entered a new business field: the Fast Food Restaurants business. It opened its first restaurant of the world’s most famous chain at the time, Wimpy at Ahmadi in February 1970, followed by Wimpy Fahad Al-Salem Street in March of the same year. Eventually, the efforts of the Board of Directors were rewarded with the first profits, amounting to KD 4 thousands in the year 1971. Since then, Americana never looked back by achieving consecutive success and higher achievements year after year. 8 5bbiU`FYdcfh Mr. Marzouq Nasser Al-Kharafi became the chairman of Board of Directors in April 2004. Under his leadership, Americana continued to flourish, achieving further development and attaining higher levels of excellence Sales 3.2 2014 Billion US dollars Net Profit 183 and maintaining its leading position in the fields of restaurants and food processing. Through the tireless efforts of the Board of Directors and the executive management and the dedication of all its employees, the Company is well positioned to achieve further achievements and attain greater levels of success for many years to come by the grace of God. The following table & graphs show the development of the Company’s sales, 2014 Million US dollars profits and number of employees over the past thirty years: Description Multiplier Multiplier Multiplier for the for the for the Period Period Period 1984 1994 (times) 2004 (times) 2014 (times) Sales 24.6 90.3 (KD million) 3.7 201.4 2.2 922.4 4.6 Net Profits (KD million) 1.7 6.4 3.8 23.5 3.7 52.0 2.2 Number of Employees (Thousands) 2 8 3.6 20 2.5 66 3.3 Net Profit (KD Million) Sales (KD Million) 1984 1994 2004 1984 24.6 90.3 1994 201.4 2014 2004 922.4 2014 1.7 6.4 23.5 52.0 Americana has been blessed with seven elements of Excellence. These are: Pioneering, Universality, Diversity, Development, Efficiency, Team spirit and Social Responsibility These elements, which were highlighted in past reports, formed an integrated work matrix that guides performance, help unify goals and focus efforts to achieve best possible results. 9 The Core Pillars and Uniqueness of Americana: Most business companies draw plans that include high expectations of expanding the volume of their business, thereby increasing their revenues and profits. However, only limited number of companies can expand continuously year after year on a sustainable and profitable basis. We, at Kuwait Food Company (Americana) believe that we have the right foundation pillars to achieve the needed development paradigm shift in the Company’s business volume. Americana possesses the elements of excellence & uniqueness that have placed it among the leading companies in the restaurant and food processing in the entire Arab region. These elements will continue qualifying the company to achieve sustainable business growth in the long term with the will of God. The following are the Ten Core Pillars of Americana’s Uniqueness: 1. Strong Emerging Markets. 2. Strong Brands. 3. Proven Leadership and Management Capabilities . 4. Strong Tested and Reliable Systems. 5. Diversification Advantages, Operational and 6. Economies of Scale Advantages. Geographical. 7. Strong, Long-term Historical Performance. 9. Attractive Strong Growth Prospects. Here-under, we will review each of the ten Pillars in depth. 10 8. Very Sound Financial Position. 10. Platform for Further Growth Beyond Existing Businesses Markets. 5bbiU`FYdcfh 1. Strong Emerging Markets: Our Arab region has many emerging markets that have achieved unprecedented growth in the past decades and it is certainly capable to continue this trend for several decades to come. Most of these markets Number of Countries 2014 13 enjoy high disposable income and high consumer spending levels in addition to young fast growing population, which happens to be the dominant segment of the Company’s customers. This area of the world is considered as the most sough-after region for multinational brands looking for high growth markets. Number of Cities 2014 105 Americana’s restaurants and factories are located in 13 countries, Kuwait, Kingdom of Saudi Arabia, United Arab Emirates, Qatar, Kingdom of Bahrain, Sultanate of Oman, Arab Republic of Egypt, Jordan, Lebanon, Morocco, Iran, Kazakhstan, and the Kurdistan province of Iraq. The Company’s restaurants can be found in 105 cities spread across the continents of Asia and Africa. The company’s activities are primarily focused in four countries namely, Kuwait, Saudi Arabia, UAE and Egypt. The Kuwaiti Market: Kuwait is an important market in the Middle East for the franchise business in general, as it possess the characteristics of attraction to the world’s most leading brands. It is an ever-expanding market in terms of the size of population and the diversity of expatriate community with a population of 4 million, out of which 54% are under 29 years of age, and the per-capita share of GDP exceeds US $ 42 thousand. Population is expected to grow at the rate of 2.9% between the years 2013 and 2018 and the consumer spending will grow at the rate of 7%. The Saudi Market: The Saudi market is one of the most attractive investment market in the region, with a growing population having huge purchasing power capacity. This market is expected to achieve considerable growth during the coming few years with a population exceeding 30 million, out of which 65% is younger than 29 years of age. The country’s GDP grew at 3.6% in 2014 and the per-capita share of GDP is expected to grow at 7% per annum during the period 2013– 2018, with an average population growth rate of 2% and a consumer spending growth rate of more than 11%. 11 The UAE Market: A promising market par excellence! Dubai’s success in winning the hosting of Expo 2020 reflects a strong international confidence in the economic position of the UAE. The UAE has a population of 8.5 million, approximately 34% of whom are under 24 years of age. GDP grew at 4.3% in 2014, while population is expected to grow at the rate of 1.3% per annum during the period 2013 – 2018, and consumer spending growth is expected to exceed by 7% during the period. The Egyptian Market: The Egyptian market is one of the biggest foodstuff and retail markets in the Middle East. Approximately 60% of the country’s population of 88 million are younger than 30 years of age. In 2014, real GDP grew at 2.2% despite of the political instability witnessed by the country. Egypt’s population is expected to grow at 2.4% p.a. during the period 2013–2018 while the consumer spending will grow at more than 10% p.a. during the same period. 2. Strong Brands: “Americana” is one of the most popular and prestigious brands in the Middle East. This reputation has been achieved through both its Restaurants and Factories in the region and by its unique products distributed in several other regions around the world. - The “Americana” brand is a unique brand in the Food Processing. As the brand “Americana” has so far been used for a limited number of FMCG products, it still has a huge potentiality to be used in a wider range of other food consumer goods segment. 12 5bbiU`FYdcfh - Americana holds the exclusive right for using the most famous and popular brand names in the world, with 14 global restaurant chains and 9 home-grown chains developed by Americana. - The Company operates 678 outlets of the world famous fast-food brand “Kentucky Fried Chicken (KFC)”, the largest and fastest growing brand in the emerging markets, with 18,800 restaurants in 118 countries. The Company also operates 169 outlets of Pizza Hut, another giant chain with 14,900 restaurants in 90 countries. It also operates 282 of Hardee’s restaurants, a leading burger brand that has 3,300 outlets in 29 countries. - Americana has 52 TGI Friday’s restaurants, the most unique casual dining restaurants chain which has more than 900 such restaurants in 60 countries. Americana also operates 14 Olive Garden, Longhorn Steakhouse and Red Lobster restaurants with these chains having around 2,000 such restaurants worldwide. - The company operates in addition to the above, other global chains such as "Baskin Robbins" and "Krispy Kreme" and other home-grown chains, such as "Chicken Tikka" and "Fish Market" and others. - Furthermore, Americana owns and operates a range of popular brands in the FMCG sector, including “Americana Meat”, “Americana Cake”, “Farm Frites”, “California Garden”, “Greenland”, “Lion”, “Zigo” and “Windows” at Senyorita Company, and “Koki”, “Gulfa” and other reputable brands. 3. Proven Leadership and Management Capabilities: The company achieved a ground-breaking formula of success over the years by blending the corporate discipline with the entrepreneurial spirit, a blend which rarely achieved in the world of business, more so in large enterprises, for it requires unique leadership skills. The unprecedented success is owed to the Board of Directors who formulate and articulate the vision, put the strategies and provide support to the Management in order to implement such strategies. The existing management have developed a wealth of experience working for the company through numerous difficult situations and tremendous challenges, benefiting from the international exposure and local and regional practice. 13 The management has a long track record in delivering the objectives of our stakeholders, with great emphasis on maximizing the shareholders’ value. Importantly, the company strives to provide an attractive work environment that enables the human capital to achieve their goals. The Management has also earned the trust of the various parties who deal with the Company such as suppliers, banks and other parties, and has never failed to discharge its commitment to the societies in all the countries where it operates. 4. Strong Tested and Reliable Systems: “Knowledge” is one of the most valuable assets of Americana that is accumulated over the years. The Management succeeded in developing effective systems within the company to increase efficiency and improve the learning curve of employees. The company has also continued the process of developing a set of systems that have an influential role in strengthening their capacity for growth. For example, the “Home Delivery” and “Call Centers” systems, which have been highly accepted and appreciated by our franchisors. In addition, the Company has achieved a remarkable success in developing large number of operating systems in FMCG field, particularly the logistic systems, increasing the efficiency of the procurement and storage through effective Supply Chain system and developing the “Online Bidding” system. These systems have been quite instrumental in controlling the costs, thereby increasing competitiveness and promoting growth opportunities. 14 5bbiU`FYdcfh 5. Diversification Advantages, both Operational and Geographical: From the beginning, the Board of Directors and the Executive Management emphasized diversification as a strategic direction of the business as it ensures the Company’s sustained growth at the highest level for a maximum possible period. Initially, it was the diversification in the Quick Service Restaurants based on diversity of the products offered (chicken, burger, pizza and others). The same approach was then followed in the Casual Dining Restaurants (CDR), Coffee Shops and Confectionary Desserts Shops as well. Expanding to the FMCG business was also one way of implementing the diversification strategy. Meanwhile, Americana is managing several FMCG companies such as Farm Frites, California Garden, Senyorita and Greenland. It also operates Agriculture and land reclamation companies such as Americana Land Reclamation and Cultivation Company and Karwin Land Reclamation Company. In addition, the company has an active Trading business throughout the Commercial Agencies division in Kuwait, poultry breeding and poultry product processing activities, feed production activities under the umbrella of Cairo Poultry Group. Diversifying geographically aims at reaping the economic benefits in the countries where we operate and avoid the negative impacts of concentrating activities on a narrow geographical scale. This led to the presence of the company’s restaurants and factories in 13 countries spread across Asian and African continents. 6. Economies of Scale Advantages: Obviously, the large volume of any business would grant it huge competitive advantages over the existing competition. This means increased stability and more bargaining power, both of which lead to an increased ability to provide adequate resources for buying the most modern operating equipment needed for production and capturing the profitable investment opportunities as they arise. The large size of the business operations enables Americana to undertake central and combined marketing activities, and provides a huge advantage for other centralized consolidated services such as finance and human resources, granting the company greater flexibility in negotiations in addition to providing a strong support for the continuity of sales and profits future growth. 15 7. Strong, Long-term Historical Performance: Despite the various and diverse crises that rocked the markets, some of which were economic while others were political and health-related issues such as Avian Flu, the Mad Cow Disease and other crises. Thank God, Americana always deals with such crises and emerged even more safer and stronger there after. As a result, the experience curve of all company employees have risen as evidenced by the operational performance record as the company’s sales rose in 2014 by 4.6 times in their value compared to 2004 (from US $ 709 million in 2004 to US $ 3.2 billion in 2014). 8. Very Sound Financial Position: The strong financial position of the company has been its strongest supporting element in face of the tough competition in the markets. For this reason, the company seeks to maximize shareholders’ equity and to strengthen the financial position and financing structure in order to increase its future ability to achieve expansion and spread. - The company’s total Assets amounted to KD 688 million (US $ 2.4 billion) and the Net Book Value of the Fixed Assets stood at KD 247 million (US $ 846 million). - Net shareholders’ equity after cash dividends amounted to KD 329 million (US $ 1.1 billion). 16 5bbiU`FYdcfh - The company has an excellent cash conversion ratio and therefore liquidity, as it may need to fulfill its obligations in a timely manner. Balance Sheet Footings 2.4 Average daily cash sales of the Company’s restaurants amount to 2014 Billion US dollars enjoys a strong position that enables it to provide adequate level of US $ 5 million, while the balance sheet as at the end of 2014 shows that total debts declined by 18% during the year reached to KD 67.4 million, and only 10% of company’s total assets are financed through bank debts, which provides good opportunity for the company to finance future expansions. Shareholders’ Equity 2014 1.1 Billion US dollars 9. Attractive Strong Growth Prospects: The eight advantages possessed by Americana as outlined above definitely placed the company in a better position than its competitors to continue expanding its existing activities and markets. This should help achieve the company’s outlook to double the size of its turnover and profits in the future through the unique quality of its existing activities, this vision will come true through new restaurants opening, new restaurant chains and also expanding the FMCG activities by adding new production lines, offering new products and increasing its access to new segments of customers in the local markets. 10. Platform for Further Growth beyond Existing Businesses and Markets: The previous elements of excellence serve as the core pillars that provide a platform for moving ahead toward greater expansion and growth of the Company’s business outside the existing scope of activity. For example, the strong and successful business relations with the franchisors qualifies the company to launch new expansion which drives beyond the limits of the present markets, such as expanding into new markets for the Company’s restaurants in Europe and North Africa. The Company also has the necessary material and human capabilities to expand its FMCG activities through new acquisitions or establishing industries that complement the existing activities at the domestic or regional levels, and to export their products to new markets. 17 Key Performance Indicators for 2014: Maintaining a stable operational performance under the ever-changing external circumstances while achieving a steady growth in sales and market share, is basically based on creating an added value for our customers and controlling the negative impact of adverse inter-related external economic, geo-political and social factors beyond the company’s control. The company can, however, draw plans and set procedures to ensure dealing with such factors in a manner that minimizes their negative impacts on the business results. The company has succeeded in recent years to overcome many of the challenges faced in the markets in which it operates through efficient risk management, careful & conservative study of the investment opportunities, diversification of investments, improving the quality of products, expanding the customer and consumer base. The following table shows the Key Performance Indicators of the company during the past five years: Description 2010 2011 2012 2013 2014 Sales (KD million) 680.7 720.8 809.6 866.9 922.4 Net Profits (KD million) 46.2 48.0 45.9 50.6 52.0 Shareholders’ Equity after Dividends (KD million) 307.7 266.0 287.9 302.3 328.6 16% 17% 17% 17% 16% Return on Average Equity The above table reflects the stability of the company’s profits during the years 2010 to 2012 despite being affected by the inconsistent performance of the company’s Available for Sale (AFS) portfolio during those years under the impact of the global financial crisis on the region’s stock markets. It also reflects the company’s resilience by its ability to compensate such negative impact of the crisis through a higher focus on the operating performance. 18 5bbiU`FYdcfh UÊ Sales: The Company’s sales for the year amounted to KD 922.4 million at a growth rate of 6% YoY, with an average annual growth rate of 7% in the past five years. Sales (KD Million) 680.7 2010 720.8 2011 809.6 2012 866.9 2013 922.4 2014 The above graph reflects the Company success in achieving sustained sales growth driven by the continuous expansion of its customer base through a plan to add new production lines, opening of new restaurants chains having ”New Concepts” and expanding into new markets and new cities. UÊ Profits: The Company’s profits in 2014 including the results of AFS portfolio, amounted to KD 52 million compared to KD 50.6 million in 2013, with a growth rate of 3%. Net Profit (KD Million) 46.2 48.0 2010 2011 45.9 2012 50.6 52.0 2013 2014 The above graph reflects the success of the company in mitigating the negative effects of the global financial crisis that broke out in 2008, and then the effect of the fundamental political changes witnessed by the Arab region since 2011 in what is so called the “Arab Spring” Revolutions. The impact of which shook many of the markets in which the company operates or in which its products are present, all of which had an adverse effect on the operating profits and on the performance of the AFS portfolio. 19 UÊ Shareholders’ Equity: The interest of the Company’s shareholders is the major priority of the Board of Directors on both long and short term. Hence, the Board focuses on the ways to consolidate and strengthen the Company’s financial position, diversify the sources of income and strengthen its financing structure in order to fulfill shareholders expectations of increased business volume and profits. Net shareholders’ equity at the end of 2014 (after the proposed dividends) amounted to KD 328.6 million with a growth rate of 9% over KD 302.3 million at the end of the previous year. 400 300 Net Equity (KD Million) 307.7 266.0 287.9 302.3 328.6 200 100 0 2010 2011 2012 2013 2014 The previous graph reflects the impact of the global financial crisis and the political changes witnessed by the region in the past few years on the Kuwait Stock Exchange and the resulting decline in the Fair Value Reserves component within the shareholders’ equity in 2011. It shows the Company’s ability to absorb this decline and continue to build up the shareholders’ equity through its operating profits. The activities of Kuwait Food Company (Americana) are divided into the Restaurants and Retail activities, Food Processing & Trading activities and the Financial Portfolio Investment. Each activity will be briefly discussed in this report. 20 5bbiU`FYdcfh First: The Restaurants and Retail Activities: 2014 was yet another year of achievements for the restaurants and retail activities of the company during which the sector’s sales exceeded half a billion Kuwaiti Dinars to reach KD 531 million (US $ 1.9 billion), with a 9% growth rate over the previous year as 94 new restaurants and outlets were added indicating that the company opened a new restaurant at an average rate of every 4 days during 2014. The first Americana restaurant was opened in the Kurdistan Province of Iraq this year, where the company has an ambitious plan to expand its investments. Sales of Restaurants Sector 2014 Number of Restaurants 2014 1.9 Billion US dollars 1,556 The following table shows the development of the restaurants and retail activities over the past five years: Description 2010 2011 2012 2013 2014 365.3 397.5 452.2 489.1 531.4 1,233 1,301 1,366 1,462 1,556 Number of Chains 20 21 22 23 23 Number of Cities 87 91 98 100 105 175 195 220 230 250 Sales (KD million) Number of Restaurants Number of Meals (million) The following graph illustrates the development of Americana’s restaurants and retail division sales and number of restaurants and outlets operated by the company over the past five years: Restaurants & Retail Sales (KD Million) 365.3 2010 397.5 2011 452.2 2012 489.1 2013 No. of Outlets 531.4 2014 1233 1301 1366 2010 2011 2012 1462 2013 1556 2014 Both the previous table and graphs explains how the company succeeded in maintaining its leadership position as the largest company in the fields of its activities in the Arab region by relying on the confidence of its customers as is evident from the graph which shows that 323 restaurants have been added since the end of 2010. 21 It is worth mentioning that the company’s restaurant activity may be divided into five “Clusters”: - The Kuwait Restaurants - The Saudi Restaurants - The Emirates Restaurants -The Egypt Restaurants - The Restaurants in the other countries (Qatar, Bahrain, Oman, Jordan, Lebanon, Morocco, Iran, Kazakhstan, and the Province of Kurdistan in Iraq). The following Graph illustrates the number of restaurants and outlets in each cluster at the end of 2014: No. of Outlets by Cluster -2014 KSA 405 EGYPT 396 Other Branches 282 UAE 284 Kuwait 189 The Company’s restaurants may be divided according to their respective chain activities into two main groups: Fast Food Restaurants and Casual Dining Restaurants. 22 5bbiU`FYdcfh Fast Food: By the end of 2014, the number of fast food restaurants reached to 1,473 restaurants outlets compared to 1,181 restaurants outlets at the end of 2010, an increase of 292 restaurants and outlets. The fast food chains are divided Number of Fast Food Restaurants 2014 1,473 Number of Casual Dining Restaurants 2014 83 into four main groups: - Quick Service Restaurant chains, which include Kentucky and Hardee’s. - Semi-Fast Food, such as Pizza Hut (UAE, Egypt, Bahrain, Jordan and Kazakhstan), Sbarro (Kuwait) and Tikka. - Café Concept, which consists of Costa Coffee (Egypt, Jordan, Lebanon and Kazakhstan) and Grand Café (Egypt and Morocco). - Confectionary Chains for the sale of Doughnuts, Ice creams, Oriental and Western sweets, including Krispy Kreme and Baskin Robbins (Kuwait and Egypt), Al-Samadi Sweets (Kuwait and Egypt) and the Maestro chain (Egypt). Casual Dining: Americana’s casual dining restaurants offer a selection of food to a class of discerning clientele through its chains of world-class restaurants and local chains established and developed by the company and acclaimed by the Company’s customers. - By the end of 2014, the Company had 83 casual dining restaurants compared to 52 restaurants at the end of 2010, with an increase of 31 restaurants. This is an excellent rate of growth for this class of restaurants, given the high investment involved and the special nature of these restaurants. - The company manages a range of reputed branded casual dining restaurants chains such as TGI Friday’s and Red Lobster, which offer sea food, Olive Garden restaurants chain offers Italian food in the American style, 23 Longhorn Steakhouse restaurants offer the famous steak dishes, Fish Market restaurants offer a superb variety of food for fish & seafood lovers, and many other such chains. - In 2014, the Company added 4 TGI restaurants to raise the number to 52 such restaurants compared to 36 at the end of 2010. - At the end of 2014, the total number of Red Lobster, Olive Garden and Longhorn Steakhouse restaurants amounted to 14, following the opening of 10 new restaurants in the past two years. Performance Indicators of the Restaurants and Retail Activities during 2014: UÊ The total number of restaurants rose to 1,556 with the addition of 94 restaurants during the year. It is worth mentioning that the Company doubled the number of its restaurants during the past eight years. UÊ By the end of 2014, the Company had 23 chains, of which 14 were international franchisee chains and 9 of its own chains developed and operated by Americana. The Company has restaurants in 13 countries spread across Asian and African continents with its presence in 105 cities compared to 87 cities at the end of 2010. 24 5bbiU`FYdcfh The following graph illustrates the development of the number of cities in where the Company’s restaurants are found over the past five years: No. of Cities 87 2010 91 2011 98 2012 105 100 2013 2014 Number of Meals 2014 Number of Restaurants Chains 2014 250 Million 23 UÊ For the first time in the Company’s history, the sales of the Kentucky chain exceeded one billion US Dollars. Its worth noting that the Kentucky restaurants achieved an 8% increase in daily sales compared with 2010, while the Hardee’s chain achieved a 13% increase. UÊ Underlining its ability to identify and cater for the desires and expectations of its restaurant customers, in 2014 the Company served more than 250 million meals to its restaurant customers compared to 230 million means in the previous year, with an increase rate of 9%. The following graph shows the number of meals served by the Company’s restaurants and outlets during the past five years: No. of Meals (Million) 195 220 230 2012 2013 250 175 2010 2011 2014 UÊ The number of the Company’s chains in Kuwait reached 14 operating through 189 restaurants that cover all the governorates and most of its areas. The Company plans to expand into the new residential areas such as Jaber Al-Ahmed and Saad Al-Abdullah. A distinctive feature of the restaurants in the Kuwait market is the increase in the “Home Delivery” sales, which have recorded the highest increase at Company level. In 2014, the Company launched the service of on-line ordering through the website www.kfc-kw.com especially for Kentucky food lovers, which is expected to increase sales at lower order-taking costs. 25 UÊ The total number of the Company’s restaurants and outlets in Kingdom of Saudi Arabia rose to 405 by the end of 2014 with the addition of 23 new restaurants during the year. Saudi Arabia is witnessing a boom in new shop openings with 128 new restaurants have been opened since the end of 2010. Furthermore, expansion within new cities and areas has achieved excellent results. UÊ The UAE branch continued to implement its ambitious new openings plan by adding 23 restaurants during 2014, representing a 9% increase over the previous year. The Emirates market is one of the most promising markets in the next few years as the market is expected to benefit from hosting the “Expo 2020” exhibition as the Dubai Emirate won the right to host the exhibition last year in addition to numerous mega development projects being executed in the Emirates and expected to reflect positively on the economy of the UAE and the companies operating in that country. It is worth mentioning that the year 2014 witnessed the opening of the first restaurant of “The Counter” chain in the Emirate of Dubai that achieved good results. UÊ In Egypt, 11 new restaurants were added compared with the previous year that raises the total of the Company’s restaurants to 396 by the end of 2014. The restaurants in Egypt succeeded in achieving 98% of the targeted sales and a growth of 19% compared with the previous year in the local currency. For the first time, the sales exceeded 2 billion Egyptian Pounds. The Company professionally tackled the numerous difficulties and challenges in Egypt, such as the electricity outage, lack of political stability and security, rising costs of raw materials and energy and higher taxes. Despite all these challenges, the Egypt restaurants achieved a 13% increase in net profits during 2014 in local currency compared to the previous year. The Egypt branch will be facing the challenges in 2015 with a well-studied plan designed to achieve a balanced increase in sales and profits for the year by the will of God. 26 5bbiU`FYdcfh UÊ The company has strengthened its position as the world leader in the Kazakhstan market by adding 17 new restaurants to raise the number at the end of 2014 to 42 restaurants and outlets through the Kentucky, Hardee’s, Costa Coffee and Pizza Hut chains. Net Profits rose by more than 40% over the previous year. Americana was the first company to introduce the “Home Delivery” service in the restaurants sector in the country. UÊ The Company’s restaurants in the Sultanate of Oman and the Kingdom of Bahrain achieved good results during 2014. Profits in Oman have doubled during 2014 compared with the previous year while net profits in Bahrain rose by 25% over the previous year (after deducting the minority interests share). UÊ Commercial operations of the Company’s branch in the Province of Kurdistan in Iraq started in September 2014 with the opening of the first Hardee’s restaurant, followed by 2 other restaurants of the same chain, to increase the number to 3 at the end of the year. The first Kentucky restaurant will be opened during the first quarter of 2015. Preparations are being made for opening the first TGI Friday’s restaurant during the second quarter of 2015. Hence, the total number of restaurants is expected to reach 12 by the end of 2015. UÊ In recognition of Americana’s success and excellence, the Company’s restaurants won many awards from several franchisors. These included the “KFC-Yum 5 Star Performance Award”, and the “KFC-World Class Recognition Pin Award” from Yum. Hardee’s International awarded the Company with the “Restaurant of the Year Award- Middle East / Europe” in addition to the “Star Sales Award - Highest Restaurant Sales Volume Award” and “FY 2014 Licensee of the Year Award – Middle East / Europe” and “$ 1.5 Million $$ Club Award”. The Company also received from Costa Coffee International the “Unbeatable Customer Experience Award”, and from Krispy Kreme the “Certificate of Hospitality Award - Hospitality Hero”, and from TGI Friday’s the “Friday’s Facilitator Award” along with many other awards. 27 UÊ The Company continued to provide new offerings for the loyal customers of its restaurants, seeking to satisfy various customer tastes. In 2014, the Company introduced many new products that were well received and lauded by customers as Kentucky introduced the “Grilled Chicken Twister” and the “Rice Chicken Meal” varieties while Hardee’s introduced the “Caesar Angus”, Steak Loader” and “Angus Bacon” varieties, and Pizza Hut introduced its “Pizza Mia” and “Pizza Cheesy Toast”. TGI offered a new selection of rib meals in a variety of flavors. UÊ The Company continued to use modern technology in its business operations. These included computer systems at the restaurants, new decorations and equipment, with a view to keeping abreast with global developments, improve service efficiency, and increase operation control in order to attain higher levels of customer satisfaction and gaining competitive advantage. UÊ The Company continued to focus on its human resources as it is one of the most important factors of improving products and services and achieving customer satisfaction as the restaurants sector directly employs 42,000 persons. The Company continued to offer latest development & training programs for its employees in order to enhance the performance levels of its restaurants. UÊ The company continued to focus on its social responsibilities to the communities in which it operates in all areas that serve the community by contributing to the creation of job opportunities for improving the quality of life of the citizens of the country in which the company’s restaurants operates. Also, by providing work training programs at the restaurants to the school and university students and by employing deaf and dumb persons in restaurants while interacting with all the segments of society, in addition to supporting excellence in all educational, cultural and sports fields. 28 5bbiU`FYdcfh Restaurants Future outlook: UÊ Strive continuously to cater for the desires of customers of all age groups by seeking the help of international expertise in conducting specialized market studies in identifying customer preferences and their opinions of the Company’s restaurants service and products in order to provide all the desired new products at appropriate prices with high quality that ensures maximum satisfaction with proper value for the prices of our products offered in our restaurants. UÊ To continue focus on offering high quality products and services, using the best raw materials, observe the highest levels of hygiene and providing our services in line with the highest professional service standards in order to cater for customer wishes and provide an overall happy ambience at our restaurants. UÊ To increase focus on introducing effective means of marketing and promotional tools that would enable us to reach and interact with new segments of customers, launch promotional offers, present prizes and gifts at the Company’s restaurants, as these proved to have a strong attraction effect on customers of all age groups, thereby increase further the popularity of the Company’s name and chains resulting in increased sales and profits. UÊ To continue introducing new technological means in the operational work, be it in the area of operating machines and equipment, restaurant decoration or information technology to keep abreast with global trends and ensure that the Company maintains its leadership and position to achieve continuous control of operation by providing high quality products and achieve customer satisfaction which eventually gives the company a competitive edge. UÊ The Company will continue its quest to achieve optimum results through a strategic vision that emphasizes the achievement of additional savings in the various aspects of expenditure including enhancing negotiation efficiency with suppliers and contractors to obtain the best prices without compromising the quality and safety standards set by the Company. UÊ To improve the supply chain efficiency and achieve more benefits from the efficient strategic buying operations of raw materials, reduce storage time for catering for the needs of the restaurants at the right time, develop the online bidding system used in connection with the tenders for the development of new locations and the service contracts. This should help achieve the desired surpluses during 2015. 29 UÊ To expand vertically and horizontally by increasing proliferation and diversification of the existing chain of restaurants by introducing new chains, expanding into new markets for maximizing revenues and profits while increasing investments in the restaurant activity, focusing on high cash revenue projects on the short term that supports the Company’s liquidity position. UÊ To maximize return on the existing activities by increasing the number of transactions, thereby leading to increased profits in that sector without the need to inject significant additional investments. UÊ In the coming period, the Company will continue to implement the policy of ongoing evaluation and review of the restaurants that do not achieve the expected return, and relocating them in order to achieve a more efficient utilization of the fixed assets and improve their productivity. UÊ The Company will continue to train and enhance the skills of all employees in the Restaurants division at all layers within the structure. Simultaneously, the Company will emphasize the roles and responsibilities of the specialized management for each of the main functions within the division namely; KFC chain, other fast food chains, Casual-Dining chains, the supply chain and logistics, construction and renovation work of the restaurants locations. That would achieve a quality focus on each of the aforementioned functions and consequently will improve the performance of the division. UÊ The Company will continue to develop its efforts in the field of social responsibility in the communities in all the areas of its operations. This responsibility is well appreciated and well received by the official bodies and civil action organizations in order to strengthen the interaction among the company, its customers and all segments of society. 30 5bbiU`FYdcfh Second: Food Processing Activities Sales of Industrial Sector 2014 1.5 Billion US dollars Since the early seventies of the last century spanning over more than 4 decades, the Industrial and Trading Sector of the Company has been the leading sector in the field of food industries in the region and one of the leading and largest foodstuffs manufacturer in the Arab world and the Middle East. Year after year, the sector continued to develop this industry and achieved considerable success in the markets where the products of the Company are offered. The Industrial Sector of the Company offered a Number of Industrial Activities 2014 25 unique variety of products of high quality at appropriate prices that gained customer appreciation and satisfaction. This success led to preserve the reputation name of Americana in the markets as a synonym of excellence in the field of food industries. Total sales of the food processing activities during 2014 amounted to KD 430.6 million (which includes sales to the Company’s restaurants sector, amounting to KD 39.7 million) compared to KD 413.7 million in the previous year, with an increase of 4%. The following graph shows the development of the sales of the food processing activities during the past five years (including sales to the Company’s restaurants): Industries Sales (KD Million) 2010 2011 2012 2013 338.9 353.4 391.7 413.7 2014 430.6 There are 25 units in the Industrial, Commercial and Agricultural units activities. Their products are present in 25 countries around the world, 17 of which are Arab countries, in addition to several other foreign countries. The number of employees in the Industrial Sector exceed 23 thousand direct employees. The main industrial activities of the company are geographically distributed among 4 Arab countries: Kuwait, Saudi Arabia, UAE and Egypt 31 The food processing activities of the company are divided manly into 5 clusters based on the nature of the activity and the place where these activities are carried out. These clusters are supervised by regional departments that play an effective role in achieving synergy among them in order to achieve savings and apply the best practices in maximizing experience. In this, the Company’s management relies on highly competent and experienced professional employees. The industrial activities in the company divided to the following manner: Gulf industrial activities which include two managerial clusters: − The Meat Processing Activities cluster in Saudi Arabia and Kuwait. − The California Garden, Gulfa Mineral Water, Cake and Pastry Products and Commercial Agencies. The Industrial, Agricultural and Poultry activities in Egypt consists of three clusters: − The potato chips, snacks, dairy and cheese products activities group (Senyorita Company Group and Greenland Company) − The agricultural Food products processing group (Farm Frites, Potato cultivation, frozen vegetable products and olive products). − 32 The Cairo Poultry Group of Companies and the Egyptian Starch and Glucose Company. 5bbiU`FYdcfh The following graph shows the contribution of each cluster to the sales of the Food Processing Sector in 2014 amounting to KD 430.6 million (including the sales to the Company’s restaurants amounting to KD 39.7 million): Sales Contribution by Cluster - 2014 Meat Cluster 24% Cairo Poultry Cluster 26% California Garden Cluster 20% Senyorita & Greenland Cluster 18% Farm Frites Cluster 12% The following is a brief outline of each cluster: The Industrial Activities in the Gulf: The Meat Processing Activities in Saudi Arabia and Kuwait: The Meat Factory at National Food Industries Company in the Kingdom of Saudi Arabia is the largest and most sophisticated in the Middle East. It is equipped with the most advanced production lines and stateof-the-art technology in food processing equipment. It is one of the most important factories in the Arab World for the processing and sale of meat, poultry and fish products. The Company’s share of the frozen meat products amounted to 42% of the Saudi market, with an increase of 2% over the previous year, 23% of the Bahrain market with an increase of 2% over the previous year, in addition to 15% of the UAE market. The company plans to expand into the Pakistani market in 2015. In 2014, the company offered a new variety of products that gained customer satisfaction. These included “spicy crispy chicken fillet”, “calamari rings”, “crab fingers” and “shrimp cocktail”. The Company plans to offer other new products during 2015. 33 Building on its success and emphasizing its commitment to offer high-quality products, the Company was successful in renewing the global certificates of standards of food quality and safety such as the “Global Standard for Food Safety – BRC” and the “OHSAS 18001” in addition to the “ISO 9001”, “ISO 14001” and “NS-EN ISO 22000” certifications. As usual, the Meats Sector in Kuwait continued its excellent performance during 2014 with excellent sales and profits growth while maintaining its leadership of the Kuwaiti market with a substantial increase in market share that reflected growing consumer demand for the products of the processed and frozen meat products of high quality and competitive price. During 2014, the Meats Sector succeeded in increasing its total market share of meat products in the Kuwaiti market by 6% to reach 55%. The market share for hamburger meat this year rose to 62% from 57%, the chicken hamburger to 37% from 30%, the minced meat to 51% from 45%, with a 30% higher difference from the nearest competitor and the Fillet products rose to 52% from 38%. Meantime, the Sector maintained its market share of 63% of the mortadella segment of the market. The Company is currently studying the possibility of further increases of its production capacity to cater to the increasing demand from our customers. The increased demand reflects their continuous confidence in the excellent products of the company. In 2014, the Company offered a variety of quality products: Marinated beef slices and Marinated shrimp with mushroom. In 2015, the Company plans to offer new chicken products, including chicken fillet with herbs and with lemon and butter. 34 5bbiU`FYdcfh The California Garden, Gulfa Mineral Water, Cake and Pastry Activities: Gulf Food Industries Company – California Garden: California Garden is a leading canned food processing companies in Frozen Meat Market Share in Kuwait 2014 55% Canned Beans Market Share in UAE 2014 84% the region. It owns and manages several prestigious brands such as “California Garden”, “Americana” and others. The company offers all kinds of canned cereals such as beans in various mixes and flavors produced daily by using the most advanced technologies in the field of canned food processing, imports and distributes canned tuna in different flavors. Despite the effect of the civil strife events witnessed in several Arab markets such as Iraq, Syria and Libya on the sales, the company absorbed the impact of these events by strengthening its presence in other Arab countries and intensifying its footprint in other markets through steppedup export efforts. As a result, it succeeded in increasing its UAE market share of canned beans products to 84% while enjoying 73% of the Kuwaiti market and 63% of the Saudi market in addition to raising its share in the Egypt market to 52%. In 2014, the company introduced its canned Fava beans with ghee product, white meat tuna gourmet Gold product, Solid Tuna Gold, White meat Tuna albacore Gold products. Americana is currently considering offering new products during 2015, including Indian recipe of fava beans and chickpeas. Emphasizing its dedication to quality, the company maintained its international certifications for quality while ensuring its products complying with the highest international standards through renewing certificates such as “EN-ISO 9001”, “EN-ISO 14001”, “EN-ISO 22000” and “BS OHSAS 18001”. California Garden’s regional management oversees the work of Gulfa Mineral Water and Processing Industries Company in the UAE. Gulfa offers mineral water under the “Gulfa” trademark, which has a strong presence, is several Arab countries, in addition to its neighboring countries such as Kuwait, Qatar and Iraq, other than the domestic UAE market. California Garden’s regional management also oversees the commercial agencies sector in the State of Kuwait. The sector distributes products under several well-known international brands in Kuwait. These include “Heinz”, “Divella” Italian pasta products in addition to “Americana”, “California Garden” and several other brands. 35 The Cake and Pastry Activity in Saudi Arabia and Kuwait: The Cake Sector of National Food Industries Company in the Kingdom of Saudi Arabia is the leading cake manufacturer in the Arab region and offers an excellent selection of cake, cookies and biscuits products under the American trademark. During 2014, the Sector achieves a remarkable growth in sales and now seeks to promote this growth by expanding into other markets. It is worth mentioning that the Sector covers 28% of the Saudi market for quality cookies. The Company’s products are also available in several Arab countries including Egypt, UAE, Kuwait, Bahrain and Qatar in addition new products were introduced during 2014. These include the Brownie Cake with chocolate chips, plain and stuffed cupcakes in a variety of flavors and oatmeal cookies. The Sector maintains a high standard of quality in the manufacturing process in terms of both raw materials and adopting modern and sophisticated production techniques and advanced quality control methods throughout the entire production stages. It is worth mentioning that the Galaxy International Company manufactures its cake products at the Cake Sector’s factory in Saudi Arabia, thereby underscoring the high level of confidence they have in the production processes of this Sector which is further supported by the consumer confidence the Sector gained from the time it first started production in the mid-1970s. In 2014, the Cake Sector in Saudi Arabia succeeded in renewing the quality certificates it had obtained in previous years. These include the “ISO 9001” and the Food Safety Standards Certificate “ISO 22000” as well as the Laboratory Quality Guarantee Certificate “ISO/IEC 17025”. 36 5bbiU`FYdcfh The Cake and Pastry Sector in the State of Kuwait achieved a growth in its sales by 8% during 2014. The Sector offers a rich variety of croissants, salads, sandwiches in various flavors and kinds that have become highly popular in the Kuwait market. The Sector’s products are available as light meals at government institutions such as schools and government ministries. In 2014, the Sector introduced several new products such as pizza paté, apple paté along with premium quality grilled shrimp sandwiches, chicken fajita, chicken or beef with mushroom that have been well received by the Kuwaiti market. The Pastry Sector produces the coleslaw salad for all KFC restaurants in Kuwait having obtained the approval of YUM International Corporation and passed the relevant tests with the results of which were highly lauded by YUM. In addition, the quality of the product has been positively received by the customers of KFC. The Sector is currently preparing for processing and supplying all the vegetables needed by the KFC chain. It is worth mentioning that the Pastry Sector in Kuwait continues to develop the Croissant products specifications in order to maintain the Company’s predominant position in the pastry market with a current share of 34% in the Kuwait market. To underline its commitment to food quality and safety standards, the Company maintained its quality certificates obtained during previous years. These included “ISO 9001”, “ISO 22000” and “ISO 14001”. Industry, Agriculture and Poultry Activities in Egypt: Potato Chips, Snacks Processing and Dairy Products and Cheese Production Activities: Senyorita Group for Food Industries Company: Since the time Senyorita Group for Food Industries Company joined the Americana Group in 2006, Senyorita has achieved continuous success through the endless efforts designed to achieve an on-going growth of the company’s business. Year after year, the company has been reaping the fruits of those efforts reflected by the remarkable growth in sales and profits Senyorita Group for Food Industries Company offers a wide variety of snacks & potato chips products, biscuits and chewing gum in addition to its chocolate products. 37 Senyorita Group owns several factories that have variety of production lines, foremost among which are the snacks production line, the biscuits production line and the crispy potato chips production line. This is in addition to the carton factory, frozen and refrigerated products stores services, all of which comply with the highest standards in the industry. Despite the tremendous challenges the company encountered in the Egyptian market in 2014 due to the political and security instability in the Egyptian market and the impact thereof on economic conditions in Egypt, Senyorita Group for Food Industries Company achieved record sales during the year, amounting to 1.2 billion Egyptian Pounds, with an impressive growth of 12% in local currency over the previous year. The success achieved by Senyorita Group year after year reflects the confidence consumers have in the quality of the company’s high quality products offered at competitive prices that have never failed to achieve customer satisfaction. The company has succeeded in providing a wide variety of products that cater for the different tastes of consumers and the company’s efforts to reach every area within the Egyptian markets by deploying large fleet consisting of 950 distribution vehicles that call on villages and cities in all of Egypt’s governorates, in addition to 70 distribution outlets in all areas of the Arab Republic of Egypt and beyond. This impressive performance has been achieved through careful planning and development and massive efforts by all the company’s personnel to attain the prominence Senyorita Group has attained. It is worth mentioning that Senyorita Group has successfully maintained its ISO certifications it had obtained in previous years. These include “ISO 22000” and “ISO 9001”. 38 5bbiU`FYdcfh Greenland Group for Food Industries Company: Greenland Group Company offers its customers in the Arab Republic of Egypt a wide range of fresh and health dairy products under the trademark of “Greenland” and “Americana”, using the premium quality natural milk in its production. The company’s white cheese products are a huge success in Egypt and so is the wide collection of natural & healthy fresh fruit juices, processed cheese products, mozzarella cheese and natural margarine & ghee products. The company is one of the largest supplier and distributor of white cheese and mozzarella cheese in the Egyptian market and its products are available in the markets of several other Arab countries. Greenland complies with the highest international standards and health specifications in production in accordance with HACCP and the standard specifications prescribed by the “ISO 9001”, “ISO 14001”, “ISO 22000” and “BS OHSAS 18001” certifications. During 2014, Greenland Company faced significant challenges in the domestic market because of the lack of security and political Egypt stability, which affected the cost effectiveness due to rising raw materials prices, rising dollar value against the pound as the company heavily depended on the import of significant quantity of the raw materials from abroad in addition to difficult conditions in export markets such as Libya and Syria and all those factors negatively impacted the results of the company’s revenues & profits. Under those circumstances Americana Management felt the need to develop and restructure some of the Greenland company’s departments and systems processes to make a quantum leap in operational performance as well as raise the administrative system efficiency to cope with the unprecedented challenges in the dairy market in particular, and the many other prevalent challenges in Egyptian market in general and also to provide all the elements to stimulate the company’s business for achieving the goals and aspirations of Americana and its shareholders in the coming years. 39 Food Manufacturing & Agricultural Products Group in Egypt: The International Company for Agricultural Development (Farm Frites) – Egypt: Americana signed an agreement with Farm Frites Company in Holland to use their world famous trademark in this field. Since its beginning in 1990, Farm Frites Company- Egypt has been operating and continuously evolving its activities to provide a wide range of unique products of frozen and half-fried potatoes and frozen vegetables of the highest quality. Today, Farm Frites is the leading company in the production of frozen potato in the Arab world and is the main supplier to the Company’s restaurants and a large number of world class restaurants and hotels in and out of Egypt, in addition to catering for the Egyptian market’s needs for frozen vegetables which constitutes a basic and important part of the consumers needs. Through Farm Frites Company in the Arab Republic of Egypt, Americana offers frozen, half-fried potatoes while the company owns the largest plant in the Middle East for the production of this kind of potato products. The plant adopts the latest potato processing technology in order to optimize product quality. Farm Frites potato products are the leading brand in this kind of products in the Egyptian market. The company exports its products to several Arab countries notably Kuwait, UAE, and Saudi Arabia, as well as several other markets in African continent. 40 5bbiU`FYdcfh Farm Frites relies heavily on its agricultural activity for its raw potato requirements needed for production all year round. A key characteristic of Farm Frites agricultural activity is that there are two seasons of potatoes cultivation every year. The winter crop is planted during September and October and harvested in December to March, and the summer crop is planted in December and January and harvest in April to June. The company has maintained its BS OHSAS 18001 and ISO 22000 certifications during the year. International Company for Agricultural Production and Processing (ICAPP): ICAPP started operations more than nine years ago with modest sales that did not exceed 52 million Egyptian Pounds, and continued to develop its products and expand its operations and sales year after year until its sales exceeded 296 million Egyptian Pounds in 2014. ICAPP offers frozen vegetables and fruits under the “Americana” and “Farm Frites” trademarks in the Egyptian market. The high quality of its products and their success in the Egyptian market enabled the company to export its products to many other neighboring Arab countries mainly Kuwait, Saudi Arabia, UAE, Bahrain and Oman. The company has started exports to several European countries in pursuit of its plans to expand into new markets in the coming years. The company is committed to applying the international standards for food safety in its processing, production and packaging of frozen vegetables and fruits according to the Global Standards for Food Safety organizations requirements – and has maintained its “ISO 22000”, “BS OHSAS 18001”, “ISO 14001”, and “Global Standard for Food Safety” certifications in order to strengthen customer confidence in the quality of its products and consequently increase sales and profits. 41 Agriculture and Land Reclamation Activities: The primary objective of the agriculture and land reclamation activities is the reclamation and cultivation of lands to be suitable for growing fruits and vegetables, using modern irrigation methods depending on the operational feasibility. The agricultural activity in the Arab Republic of Egypt provides part of the Egyptian industrial companies’ needs of agricultural raw materials such as potatoes, olives and other agricultural crops. The activity comprises three companies: Al-Hashimiya for Land Reclamation & Cultivation Company, Americana for Land Reclamation and Cultivation Company and Karwin Land Reclamation Company. By the end of 2014, the total area under cultivation was more than 6,900 acres. The products of the reclaimed lands are supplied to the International Agricultural Development Company – Farm Frites (the potato crop) and the Egyptian Canning Company (the olives crop). Egyptian Canning Company – Americana: Americana offers the premium quality Olive products through the Egyptian Canning Company in the Arab Republic of Egypt. High quality of Olives is maintained by the selection of the best quality of raw olive and employing the most advanced and efficient production techniques to process various types of unique Olive products. The company has built an excellent reputation as a prime producer of quality canned artichokes that have been well received by consumers. The company’s products are quite popular in the Egyptian market and are exported to several Arab and other international markets. During 2014, the company maintained its “ISO 9001” certification and the “OHSAS 18001” certification which were obtained in previous years. 42 5bbiU`FYdcfh Cairo Poultry Group & Egyptian Company for Starch and Glucose: The poultry industry in Egypt continued to face challenges brought about by the security and political instability and the company’s management had to step up efforts to face the situation and continued to seek to improve productivity and efficiency in all operating units and devise innovative methods to reduce product prices in the market in order to maintain its market share and improve competitiveness against other local companies. During 2014, the Poultry Group’s sale maintained its sales at 2.3 billion Egyptian Pounds. This is a relatively good performance under the present market circumstances due to the Management’s continued attempts to minimize the negative effects of the changes in the Egyptian market that have severely dented the profits of the company. The following is a brief account of the three main activities of the Group, namely the Poultry, slaughterhouses and animal feed production activities. The Poultry Activity: The poultry activity relies on the white meat production cycle. The production phases include the farming of grandparents to hatch parents then breeding and fattening them for sale as broilers. In its production activities, the company relies on two types of international breeds, “Arbor Acres” and “Hubbard” which are famous for their hereditary strength and high productivity, resulting in high rates of food conversion to produce quality meat chickens. In pursuance of its efforts, the company keep abreast with the latest development related to the best breeds and in order to absorb part of the increase in the international prices of animal feed ingredients. The Hubbard F15 breed was introduced because of its smaller size, lower feed consumption and bountiful egg production, all of which allow the breeding of a larger number of chicken parents per square meter, thereby achieving a high economic efficiency till the slaughtering stage. The Poultry Processing Activity: Cairo Poultry Group, through Cairo Poultry Processing Company (CPPC), Koki at the 10th of Ramadan City, and through the Nubaria Factory carries on white meat product processing operations in addition to slaughtering poultry according to the Islamic Shariah law to ensure halal chicken meat products. The Group benefits from production waste material to produce certain kinds of agricultural fertilizers. Both factories are equipped with sophisticated equipment and use highly advanced techniques in their operations, and 43 both of them obtained “ISO 9001” certifications. Sales of this sector amounted to 38 thousand tons during 2014, with an increase of 7% over the previous year. This performance reflected positively on the profits of the sector. The Feed Production Activity: The feed production activity within the poultry group is a key activity that complements the chicken breeding and fattening activity. This activity caters for the needs of the company’s poultry farms for the right type and quality of feed. The group recognizes the importance of proper nutrition for the quality of chicken production. For this reason, it produces its own feed in order to provide the best nutrition elements for its farms. The Egyptian Starch and Glucose Production Company: In addition to the above activities, the Cairo Poultry Group also manages the activities of the Egyptian Starch and Glucose Production Company, which, through its own factories produces starch, glucose, corn oil and animal feed and related by-products of this type of industry. In 2010, the company started producing dry feed, and by the end of 2012, the new eco-friendly glucose production line was commissioned. This line depends on the addition of enzymes instead of acids in line with the latest production techniques in this industry. The starch and glucose products have a leading ranking in the Egyptian market. The company also exports to several countries such as Tunisia, Libya, Syria, Algeria, Sudan and several other African countries. 44 5bbiU`FYdcfh Food Processing Division Future Outlook: The company continuously seeks to maintain its position and leadership in the field of food processing in the Arab region. This requires the development of plans and the setting of ambitious goals year after year, then proceeding to implement them efficiently and effectively. The following is a brief outline of the main aspirations with regard to the company’s future in the area of the Factories, Trading and Agricultural Sector: UÊ To develop the products on an on-going basis by using modern technology in the production process, and continuously improve the production lines, adding new production lines, maintaining the high quality standards required through the adoption of worldclass tools used in measuring the product quality, thereby leading to expanding the product consumer base through an efficient diversification of product availability. UÊ To continuously seek to achieve integration synergy and cooperation among all activities with a view to maximizing the ability to achieve the common goals among them, benefit from consolidation of requirements for an increased negotiation power provided by large-scale transactions. UÊ Continuous seeking of alternatives and solutions for facing global phenomenon of rising prices for the materials needed for the production operations by continuous negotiation with existing suppliers while seeking to expand the supplier base by identifying new alternate competitive sources of supply. UÊ The company seeks to achieve geographical expansion during 2015 in order to maximize the number of customers and interact with them, cater for the different tastes and needs, study the feasibility of expanding into new markets, increasing distribution channels and sales offices in order to achieve further geographical outreach, thereby leading to larger revenues and profits for the company. UÊ The company is keen to add new products that suit the tastes of consumers and commensurate with their different income levels. It will continue to focus on product quality in all the company’s plants, using the best raw materials while complying with all health and safety regulations for the benefit of its customers. This means continuous attention to quality control and ensuring the right choice of raw material sources for all the company’s processing operations in order to maintain the world-class standard of its products. 45 UÊ The company will continue to look after all its resources, foremost among which is the human element. It will develop training programs for them in order to ensure the career development of all personnel, with a view to fine-tune their existing skills and increasing their capabilities. In addition, the company will continue striving to attract and hire the best available talented individuals who can be instrumental in enabling the company to achieve its objectives and realize its goals & ambitions. UÊ The company will strive to optimize the use of its available experience in the field of marketing in order to maintain its existing customers, reach new consumers for its products through effective marketing schemes with a view to provide an added value to the customers and increase the company’s market share. UÊ The company will continue to optimize the use of its available assets and resources. This has been a key priority of the management during the past few years and will continue to be so in the coming years in order to maximize their efficiency and effectiveness. UÊ The company will continue to discharge its social responsibilities in the countries where its factories and products are located. This responsibility involves continuous support to economic activity, employment of indigenous manpower in order to contribute to alleviating the unemployment problems, in addition to an effective contribution to social work such as charity, healthcare, education, culture and sports. The Company will also implement the concept of investment that takes social responsibility into consideration with regard to the environment and offering products of high quality that complies with the best health control standards 46 5bbiU`FYdcfh Third: The Financial Portfolio (Available for Sale investment): This portfolio is being managed by specialized investment firms and it’s worthy to mention that all the shares selected within the portfolio are well-established and blue-chip shares that enjoy sound financial positions, operational and managerial stability, and above all have ambitious growth plans and promising future. More importantly, the industries of these stocks have high growth potential, thereby providing a high level of assurance and confidence to our shareholders. Towards the end 2014, all share prices in Kuwait and Egypt stock markets, like many other stock markets in the region, were deeply impacted by the drop in oil prices and political instability in several Arab countries. This had a negative impact on the financial portfolio and incurred share in losses amounted to KD 17.7 million, compared to KD 16.4 million in 2013. The Fair value of the financial portfolio amounted to KD 79.8 million at the end of 2014, and the Fair Value Reserve was amounted to KD 6.2 million compared to a negative KD 1.3 million in 2013. Shareholders’ Equity and the Proposed Dividend Distribution Management is always keen to safeguard the interest of the shareholders on the long term as well as in the short term, particularly amid the current challenges in most markets. The way management addressed those challenges resulted in mitigating their negative impacts thanks to the excellent focus on the operating performance of the company. The following table depicts the development of the book value per share and the retained earnings (after dividends) during the period from 2010 to 2014. Description Book Value Per Share Retained Earnings (Fils) (KD million) 2010 2011 2012 2013 2014 787 680 736 773 840 186.7 210.7 231.2 248.5 261.3 47 The following graph shows the development of the retained earnings after dividends over the past five years: Retained Earnings (KD Million) 300 231.2 200 186.7 248.5 261.3 2013 2014 210.7 100 0 2010 2011 2012 The table and chart show that the book value per share (after the proposed dividends) rose to 840 Fils at the end of 2014. In 2011, the book value per share declined because of the decline in the Fair Value Reserve within the shareholders’ equity due to the drop in share prices in Kuwait Stock market. In the following years, the company was able to absorb that decline and continue to support the shareholders’ equity through the profits. The chart shows that the retained earnings rose to KD 261.3 million at the end of 2014, at an annual growth rate of 8% in the past five years. 48 5bbiU`FYdcfh Esteemed Shareholders, The dividends policy of the company is based on achieving the required balance between the requirements of the shareholders to obtain rewarding dividends on the one hand and the ambition of the company to expand Retained Earnings After Dividends 2014 895 Million US dollars and grow on the other. The dividends and profits obtained by the company from its subsidiaries are the source to provide the cash needed for the dividends. The Board of Directors proposed a cash dividend of 90% of the capital (90 Earning Per Share 2014 133 Fils Fils per share) for the year ended 31 December 2014, the highest dividend ever paid by the company since its incorporation. The following table and graph show the earnings per share and the dividend rates during the five years from 2010 to 2014: Description 2010 2011 2012 2013 2014 118 123 117 129 133 65% 65% 65% 85% 90% (KD million) 25.4 25.4 25.4 33.2 35.2 Dividends / Earnings Per Share (Pay-out Ratio) 55% 53% 56% 66% 68% Earnings Per Share (Fils) Dividends Rate Dividends Amount Earnings Per Share (Kuwaiti Fils) 118 123 2010 2011 117 2012 129 133 2013 2014 The foregoing shows that the company distributed annual cash dividends out of the profits made during the past five years (Pay-out Ratio) at an average rate of 60% while continuing to achieve horizontal and vertical expansion of its activities and strengthening its financial position. 49 Esteemed Shareholders, The Board of Directors wishes to express its deepest thanks and appreciation to all the countries in which the company operates through its branches, subsidiaries or associate companies. In particular, we wish to thank all the official and government authorities and entities and banking and financial institutions for their continuous support and confidence in the company. The Board of Directors expresses its appreciation and thanks to all its esteemed shareholders and customers for their steadfast and endless support to the company, and seizes this opportunity to assure them that the company will continue to grow and develop in the years to come. The Board of Directors also would like to thank the company’s managers, employees and workers for their tremendous efforts and determination in the face of all challenges in order to achieve the outstanding results, in a one-family spirit, setting an excellent example of successive collective teamwork. Most importantly, the Board of Directors presents its thanks and appreciation to His Highness the Amir of Kuwait, Sheikh Sabah Al-Ahmad Al-Jaber Al-Sabah, and pray to Allah Almighty to bestow on him the blessing of good health and enable him to continue to lead the country’s efforts toward national progress and development. We also thank and are indebted to His Highness Sheikh Nawwaf Al-Ahmad Al-Jaber Al-Sabah, the Crown Prince, and His Highness, Sheikh Jaber Al-Mubarak Al-Hamad Al-Sabah, the Prime Minister. Our thanks and appreciation goes to the venerable government and our public institutions for their valuable support and patronage of our national companies. The Board of Directors 50 5bbiU`FYdcfh Consolidated Financial Statements and Independent Auditors’ Report For The Year Ended 31 December 2014 51 Independent Auditors’ Report to the Shareholders Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of Kuwait Food Company (Al Americana) K.S.C.P. “the Parent Company” and its subsidiaries (collectively “the Group”), which comprise the consolidated statement of financial position as at 31 December 2014, and the consolidated statement of income, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 31 December 2014, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards. 52 5bbiU`FYdcfh Report on Other Legal and Regulatory Requirements Furthermore, in our opinion, proper books of accounts have been kept by the Parent Company and the consolidated financial statements, together with the contents of the report of the Board of Directors relating to these consolidated financial statements, are in accordance therewith. We further report that, we obtained the information that we deemed necessary for the purpose of our audit and that the consolidated financial statements incorporate all information that is required by the Companies Law no. 25 of 2012, as amended and its executive regulation and by the Parent Company’s Memorandum and Articles of Association as amended, that an inventory was duly carried out and that to the best of our knowledge and belief, no violations of the Companies Law no. 25 of 2012, as amended and its executive regulation or by the Parent Company’s Memorandum and Articles of Association as amended have occurred during the financial year ended 31 December 2014 that might have had a material effect on the business of the Group or on its consolidated financial position. Bader A. Al-Wazzan Abdullatif A. H. Al-Majid Licence No. 62A Licence No. 70A Deloitte & Touche - Al Wazzan & Co. Of Parker Randall (Allied Accountants) Kuwait 2 March 2015 53 Consolidated Statement of Financial Position as at 31 December 2014 Assets 2014 2013 Note KD ‘000 KD ‘000 5 6 7 8 233,981 26,986 13,078 79,767 2,466 356,278 220,301 17,021 12,949 96,826 2,385 349,482 9 10 11 12 109,451 62,290 44,994 115,179 331,914 688,192 104,957 56,474 40,800 94,382 296,613 646,095 13 40,200 25,687 (1,080) 20,100 3,010 (26,902) 6,214 296,550 363,779 41,754 405,533 40,200 25,687 (1,080) 20,100 3,010 (32,819) (1,335) 281,780 335,543 40,799 376,342 18 13,050 39,190 52,240 25,904 33,429 59,333 18 19 54,303 176,116 230,419 282,659 688,192 56,723 153,697 210,420 269,753 646,095 Non-current assets Property, plant and equipment Investment properties Intangible assets Available for sale investments Other assets Current assets Inventories Trade receivables Other receivables Cash on hand and at financial institutions Total assets Equity and liabilities Equity attributable to shareholders of the Parent Company Share capital Share premium Treasury shares Statutory reserve Voluntary reserve Foreign currency translation reserve Change in fair value reserve Retained earnings 14 15 16 Non-controlling interests Total equity 17 Non-current liabilities Borrowings and bank facilities End of service indemnity Current liabilities Borrowings and bank facilities Trade and other payables Total liabilities Total equity and liabilities Ahmed Mohamed Hassan Al-Moataz Adel Al-Alfi Bader Mohamed Al-Jouan Marzouk Nasser Al-Kharafi Chief Financial Officer General Manager Vice Chairman Chairman The accompanying notes form an integral part of these consolidated financial statements. 54 5bbiU`FYdcfh Consolidated Statement of Income for the year ended 31 December 2014 2014 2013 KD ‘000 KD ‘000 922,358 866,904 (749,516) (704,770) Gross profit 172,842 162,134 Selling and marketing expenses (80,106) (70,622) (5,650) (6,001) Note Sales Cost of sales General and administrative expenses Other operating expenses 20 (1,442) (1,342) Investment properties income 21 8,557 6,731 Net losses from available for sale investments 22 (17,614) (16,290) Finance costs (6,903) (8,479) Profit before income tax of subsidiaries 69,684 66,131 Income tax of subsidiaries (9,586) (6,025) Net profit before other deductions 60,098 60,106 Contribution to Kuwait Foundation for Advancement of Science (534) (489) National Labour Support Tax (897) (856) Zakat (418) (353) (72) (72) 58,177 58,336 52,021 50,598 6,156 7,738 58,177 58,336 133 129 Board of Directors’ remuneration Net profit for the year Attributable to: Shareholders of the Parent Company Non-controlling interests Earnings per share (fils) 23 The accompanying notes form an integral part of these consolidated financial statements. 55 Consolidated Statement of Comprehensive Income for the year ended 31 December 2014 2014 2013 KD ‘000 KD ‘000 58,177 58,336 6,371 (9,238) (17,359) (16,408) 1,409 - 19,038 20,484 3,088 4,076 Total other comprehensive income items 9,459 (5,162) Total comprehensive income for the year 67,636 53,174 61,484 47,613 6,152 5,561 67,636 53,174 Net profit for the year Other comprehensive income items Items that may be reclassified subsequently to statement of income: Foreign currencies translation differences Available for sale investments: Change in fair value during the year Reclassification adjustments related to disposal during the year Losses from impairment in value Attributable to: Shareholders of the Parent Company Non-controlling interests The accompanying notes form an integral part of these consolidated financial statements. 56 5bbiU`FYdcfh Consolidated Statement of Changes in Equity for the year ended 31 December 2014 Non- Equity attributable to the shareholders of the parent Company Share capital Balance as at 31 December 2012 Treasury Statutory Voluntary reserve shares reserve Share premium Foreign Change in currency fair value translation reserve reserve 40,200 25,687 (1,080) 20,100 3,010 (24,786) Net profit for the year - - - - - - Total other comprehensive income items - - - - - (8,033) Changes in non-controlling interests (note 17) - - - - - Cash dividends - - - - Balance as at 31 December 2013 40,200 25,687 (1,080) Balance as at 31 December 2013 40,200 25,687 Net profit for the year - Total other comprehensive income items Total controlling equity Retained earnings 256,607 313,355 37,528 350,883 50,598 50,598 7,738 58,336 5,048 - (2,985) (2,177) (5,162) - - - - (2,290) (2,290) - - - (25,425) (25,425) - (25,425) 20,100 3,010 (32,819) (1,335) 281,780 335,543 40,799 376,342 (1,080) 20,100 3,010 (32,819) (1,335) 281,780 335,543 40,799 376,342 - - - - - - 52,021 52,021 6,156 58,177 - - - - - 5,917 7,549 (4,003) 9,463 (4) 9,459 Changes in non-controlling interests (note 17) - - - - - - - - - (5,197) (5,197) Cash dividends (note 24) - - - - - - - (33,248) (33,248) - (33,248) 40,200 25,687 (1,080) 20,100 3,010 (26,902) 6,214 296,550 363,779 41,754 405,533 Balance as at 31 December 2014 (6,383) interests Total - All amounts in 000’ Kuwaiti Dinars The accompanying notes form an integral part of these consolidated financial statements. 57 Consolidated Statement of Cash Flows for the year ended 31 December 2014 2014 2013 KD ‘000 KD ‘000 58,177 58,336 38,721 35,901 8,829 6,149 (7,230) (6,177) 2,986 (1,558) 851 377 6,903 8,479 17,298 15,956 Operating profit before changes in working capital 126,535 117,463 Trade and other receivables (11,076) (4,309) Inventories (4,565) (5,118) Trade and other payables 23,882 27,026 Payment of end of service indemnity (3,068) (3,410) 131,708 131,652 Note Cash flows from operating activities Net profit for the year Adjustments for: Depreciation and amortisation End of service indemnity Gain from investment properties valuation Provide / (Reverse) impairment in value Loss on disposal of property, plant and equipment and intangible assets Finance costs Net losses from available for sale investments Net cash generated from operating activities 21 The accompanying notes form an integral part of these consolidated financial statements. 58 5bbiU`FYdcfh Continued: Consolidated Statement of Cash Flows for the year ended 31 December 2014 2014 2013 KD ‘000 KD ‘000 (49,878) (47,861) 1,633 1,475 (400) (1,993) Payment to acquire intangible assets (1,975) (1,908) Payment to acquire available for sale investments (2,342) - 868 - (530) 682 (16,136) - 4,489 4,528 (64,271) (45,077) (17,446) (8,210) Payment of finance costs (6,910) (8,543) Change in non-controlling interests (5,197) (2,290) Dividends to shareholders (33,223) (25,420) Net cash used in financing activities (62,776) (44,463) 4,661 42,112 94,382 52,270 99,043 94,382 Note Cash flows from investing activities Payments to acquire property, plant and equipment Proceeds from sale of property, plant and equipment Payments to acquire investment properties Proceeds from sale of available for sale investments Net cash flows from other assets Deposits for more than three months Dividends received Net cash used in investing activities Cash flows from financing activities Net payment of borrowings and banks facilities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year 12 The accompanying notes form an integral part of these consolidated financial statements. 59 Notes to the Consolidated Financial Statements for the year ended 31 December 2014 1. Incorporation and activities Kuwait Food Company (Al Americana) is a Kuwaiti Public Shareholding Company (the Parent Company) incorporated in the State of Kuwait on 29 December 1963. The Parent Company’s registered office is in the State of Kuwait, P.O. Box 5087 Safat 13051 State of Kuwait. The principal activities of the Parent Company and its subsidiaries are importing and manufacturing of food and beverages; sale of such items on both a retail and wholesale basis in the State of Kuwait, and other Arab countries; and investing the surplus funds in investment portfolios managed by specialized companies. The consolidated financial statements were approved for issue by the Board of Directors on 2 March 2015. These consolidated financial statements include the financial statement of the Parent Company and its subsidiaries which mentioned in note 25 referred together the Group. 2. Basis of preparation and significant accounting policies 2.1 Basis of preparation These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards. These consolidated financial statements have been prepared on the historical cost basis except for investment properties and certain financial instruments that are measured at fair values, as explained in the accounting policies below. 2.2 New and revised standards New and revised IFRSs issued and effective In the current year, the Group has applied a number of new and revised IFRSs that are issued and effective for accounting periods that begin on or after 1 January 2014. Amendments to IFRS 10, IFRS 12 and IAS 27 Investment Entities The Group has applied the amendments to IFRS 10, IFRS 12 and IAS 27 Investment Entities for the first time in the current year. The amendments to IFRS 10 define an investment entity and require a reporting entity that meets the definition of an investment entity not to consolidate its subsidiaries but instead to measure its subsidiaries at fair value through profit or loss in its consolidated and separate financial statements. 60 5bbiU`FYdcfh Consequential amendments have been made to IFRS 12 and IAS 27 to introduce new disclosure requirements for investment entities. The application of the amendments has had no impact on the disclosures or the amounts recognized in the Group’s consolidated financial statements, as the Parent company is not investing entity. Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities The Group has applied the amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities for the first time in the current year. The amendments to IAS 32 clarify the requirements relating to the offset of financial assets and financial liabilities. The amendments have been applied retrospectively. The Group has assessed whether certain of its financial assets and financial liabilities qualify for offset based on the criteria set out in the amendments and concluded that the application of the amendments has had no impact on the amounts recognised in the Group’s consolidated financial statements. Amendments to IAS 36 Recoverable Amount Disclosures for Non-Financial Assets The Group has applied the amendments to IAS 36 Recoverable Amount Disclosures for Non-Financial Assets for the first time in the current year. The amendments to IAS 36 remove the requirement to disclose the recoverable amount of a cash-generating unit (CGU) to which goodwill or other intangible assets with indefinite useful lives had been allocated when there has been no impairment or reversal of impairment of the related CGU. Furthermore, the amendments introduce additional disclosure requirements applicable to when the recoverable amount of an asset or a CGU is measured at fair value less costs of disposal. The application of these amendments has had no material impact on the disclosures in the Group’s consolidated financial statements. New and revised IFRSs in issue but not yet effective The Group has not applied the followings new and revised IFRS that have been issued and not yet effective For annual periods beginning on or after 1 July 2014 Amendments to IAS 19 Defined Benefit Plans: Employee Contributions The Annual Improvements to IFRSs 2010-2012 Cycle: UÊ IFRS 2 Share-based Payment UÊ IFRS 3 Business Combinations UÊ IFRS 8 Operating Segments UÊ IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets UÊ IAS 24 Related Party Disclosures 61 The Annual Improvements to IFRSs 2011-2013 Cycle: UÊ IFRS 3 Business Combinations UÊ IFRS 13 Fair Value Measurement UÊ IAS 40 Investment Property The Group’s management do not anticipate that the application of these amendments will have a material impact on the Group’s consolidated financial statements. For annual periods beginning on or after 1 January 2016 UÊ Amendments to IFRS 11 Accounting for Acquisitions of Interests in Joint Operations UÊ Amendments to IAS 16 & IAS 38 Clarification of Acceptable Methods of Depreciation & Amortisation UÊ Amendments to IAS 16 and IAS 41 Agriculture: Bearer Plants The Group’s management do not anticipate that the application of these amendments will have a material impact on the Group’s consolidated financial statements. Effective for annual periods beginning on or after 1 January 2017 IFRS 15 Revenue from Contracts with Customers The Group’s management anticipate that the application of these IFRS 15 in the future may have a material impact on amounts reported in respect of the Group’s financial assets and financial liabilities. However, it is not practicable to provide a reasonable estimate of the effect until the Group undertakes a detailed review. Effective for annual periods beginning on or after 1 January 2018 IFRS 9 Financial Instruments The Group’s management anticipate that the application of IFRS 9 in the future may have a material impact on amounts reported in respect of the Group’s financial assets and financial liabilities. However, it is not practicable to provide a reasonable estimate of the effect until the Group undertakes a detailed review. 2.3 Significant Accounting Policies 2.3.1 Basis of Consolidation Subsidiaries The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Parent Company and its subsidiaries. Control is achieved when the Parent Company (a) has power over the investee (b) is exposed, or has rights, to variable returns from its involvement with the investee and (c) has the ability to use its power to affects its returns. 62 5bbiU`FYdcfh The Parent Company reassess whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three components of controls listed above. Consolidation of a subsidiary begins when the Parent Company obtains control over the subsidiary and ceases when the Parent Company losses control over subsidiary. Specifically, income and expenses of subsidiary acquired or disposed of during the year are included in the consolidated statement of income or other comprehensive income from the date the Company gains control until the date when Parent Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive income are attributed to the owners of the Parent Company and to the non-controlling interest. Total comprehensive income of subsidiaries is attributed to the owners of the Parent Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the noncontrolling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Parent Company. When the Group loses control of a subsidiary, a gain or loss is recognized in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary. The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39, when applicable, the cost on initial recognition of an investment in an associate or a joint venture. 63 Business combinations Acquisitions of businesses combination are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in consolidated statement of income as incurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except deferred tax assets or liabilities, liabilities or equity instruments related to share based payment arrangements and assets that are classified as held for sale in which cases they are accounted for in accordance with the related IFRS. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognised immediately in consolidated statement of income as a bargain purchase gain. Non-controlling interests may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the recognised amounts of the acquiree’s identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. When a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date (the date when the Group obtains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to consolidated statement of income where such treatment would be appropriate if that interest were disposed off. Goodwill Goodwill, arising on an acquisition of a subsidiary, is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in consolidated statement of income. An impairment loss recognised for goodwill is not reversed in subsequent periods. On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. 64 5bbiU`FYdcfh 2.3.2 Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. Cost includes the purchase price and directly associated costs of bringing the asset to a working condition for its intended use. Maintenance and repairs, replacements and improvements of minor importance are expensed as incurred. In situations, where it is clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained from the use of an item of property, plant and equipment beyond its originally assessed standard of performance, the expenditure is capitalized. Depreciation is calculated based on estimated useful life of the applicable assets except for the land on a straight line basis. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. The assets’ residual values, useful lives and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Gains or losses on disposals are determined by the difference between the sales proceeds and the carrying amount of the asset and is recognized in the consolidated statement of income. 2.3.3 Intangible assets Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses. An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in consolidated statement of income when the asset is derecognised. 2.3.4 Impairment of tangible and intangible assets other than goodwill At the end of each reporting period, the Group reviews the carrying amount of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs to sell or value in use. Impairment losses are recognised in the income statement for the period in which they arise. When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the extent that it does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in consolidated statement of income. 65 2.3.5 Investment property Investment properties are properties held to earn rentals and/or for capital appreciation (including property under construction for such purposes). Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at fair value. Gains and losses arising from changes in the fair value of investment properties are included in consolidated statement of income in the period in which they arise. An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in consolidated statement of income in the period in which the property is derecognised. 2.3.6 Financial instruments Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in consolidated statement of income. Financial assets Financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’ (FVTPL), held to maturity, ‘available-for-sale’ (AFS) financial assets and ‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. The Group has determined the classification of its financial assets as follows: Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables (including trade and other receivables and cash at banks) are measured at amortised cost using the effective interest method, less any impairment. 66 5bbiU`FYdcfh Available for sale (AFS) AFS are non-derivatives financial assets not classified as (a) loans and receivables, (b) held-to-maturity investments or (c) financial assets at fair value through profit or loss. The financial assets available for sale is re-measured at fair value. The fair value is determined in the manner described in note 3.3. Changes in the fair value of available-for-sale financial assets are recognised in other comprehensive income and accumulated under the heading of changes in fair value reserve. When the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to consolidated statement of income. AFS equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost less any identified impairment losses at the end of each reporting period. Dividends on AFS equity instruments are recognised in profit or loss when the Group’s right to receive the dividends is established. Foreign exchange gains and losses are recognised in other comprehensive income items. Impairment in value Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected. For AFS equity investments, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment. For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. For financial assets carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited to the income statement. When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognised in other comprehensive income are reclassified to consolidated statement of income in the period. 67 For financial assets measured at amortised cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through consolidated statement of income to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. In respect of AFS equity securities, impairment losses previously recognised in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognised in other comprehensive income. Derecognition The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. The difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in consolidated statement of income. Financial liabilities Financial liabilities (including borrowings and trade and other payables) are recognised initially at fair value, net of transaction costs incurred and subsequently measured at amortised cost using the effective interest method. Derecognition The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged or expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in consolidated statement of income. 2.3.7 Inventories Inventories are stated at the lower of cost or net realisable value. Raw materials cost is determined on a weighted average cost basis. The cost of finished goods includes direct materials, direct labour and fixed and variable manufacturing overhead, and other costs incurred in bringing inventories to their present location and condition. Net realizable value is the estimated selling prices less all the estimated costs of completion and costs necessary to make the sale. 2.3.8 End of service indemnity The Group is liable under Kuwait Labour Law to make payments under defined benefit plans to employees at termination of employment, regarding the labour in other countries; the indemnity is calculated based on law identified in these countries. Such payment is made on a lump sum basis at the end of an employee service. Defined benefit plan is unfunded and is based on the liability that would arise on involuntary termination of all employees on the balance sheet date. This basis is considered to be a reliable approximation of the present value of the Group’s liability. 68 5bbiU`FYdcfh 2.3.9 Provisions Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are measured at the present value of the consideration expected to be required to settle the obligation using a rate that reflects current market assessments of the time value of money and the risks specific to the obligation. 2.3.10 Treasury shares Treasury shares represent the Parent Company’s own shares that have been issued, subsequently purchased by the Group and not yet reissued or cancelled. Treasury shares are accounted for using the cost method. Under the cost method, the total cost of the shares acquired is reported as a contra account within equity when the treasury shares are disposed; gains are credited to a separate un-distributable account in equity “gain on sale of treasury shares”. Any realised losses are charged to the same account in the limit of its credit balance, any additional losses are charged to retained earnings to reserves and then to premium. Gains realised subsequently on the sale of treasury shares are first used to offset any previously recorded losses in reserves, retained earnings and the gain on sale of treasury shares. 2.3.11 Dividends The dividends attributable to shareholders of the Parent Company are recognized as liabilities in the consolidated financial statements in the period in which the dividends are approved by the shareholders. 2.3.12 Foreign currencies Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in ‘Kuwaiti Dinars’ (KD). Transactions and balances Foreign currency transactions are translated into Kuwaiti Dinars using the exchange rates prevailing at the dates of the transactions. At the end of e ach reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Foreign exchange gains and losses are resulted from the settlement of such transactions and from the translation at year-end in the consolidated statement of income. Group companies The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows (other than companies which are operating in high inflation countries): 69 UÊ Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet. UÊ Income and expenses for each income statement are translated at average exchange rates. UÊ All resulting exchange differences are recognized as a separate component of equity. 2.3.13 Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns and other similar allowances. UÊ Revenue from sale of goods are recognized when significant risks and rewards of ownership have been transferred to the buyer. These risks and rewards are transferred generally to the buyer on delivery and legal title is passed. UÊ Service revenues are recognized when the services are rendered. UÊ Dividend income is recognized when the right to receive payment has been established. UÊ Interest income from deposits is recognized on time proportion basis using effective yield method. 2.3.14 Leasing Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. The Group as lessor Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases. The Group as lessee Assets held under finance leases are initially recognised as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the consolidated statement of financial position as a finance lease obligation. Operating lease payments are recognised as an expense on a straight-line basis over the lease term. 2.3.15 Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised as expenses in the period in which they are incurred. 70 5bbiU`FYdcfh 2.3.16 Taxes Income tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the year. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial position and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Current and deferred tax for the year Current and deferred tax are recognised in consolidated statement of income, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. 3. Financial risk management 3.1 Financial risk factors The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk) in addition to credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance. Risk management is carried out by a central treasury department (Group treasury) under general guidelines by executive management. Group treasury identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units and the financial institutions they are dealing with. 71 (A) Market risk Foreign exchange risk The Group operates in various countries and undertakes transactions denominated in various currencies, other than Kuwaiti Dinar. Foreign exchange risk arises from its future commercial transactions, recognized assets and liabilities and net investments in foreign operations. Foreign exchange environment is monitored on an ongoing basis to determine fluctuations of foreign currencies against local currencies where each subsidiary need of foreign funds is identified and how such funds would be made available. The Group treasury policy is to hedge its future needs of the major foreign currencies for subsequent 12 months. Major Banks in each country of operation that regularly provides advices to Group companies in terms of foreign currency trends. The Group treasury also coordinates between its subsidiaries to undergo foreign exchange transactions between them whenever a need arises. All Group companies borrow in their local currency. Nevertheless, as a Group’s policy, all companies borrowing in foreign currencies must have a stream of relevant foreign income to repay its foreign currencies exposures. The Group has certain investments in foreign countries, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Group’s foreign operations is managed primarily through borrowings denominated in the relevant foreign currencies. During 2014, 2013 the Group did not use the hedging activities to hedge the foreign exchange risk. The Group is mainly exposed to foreign currency risk as a result of gain or losses from translated assets and liabilities denominated in foreign currencies, such as cash and cash equivalents, investments, receivables, creditors, loans and bank facilities. The carrying amount of Group’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows: Assets US Dollar Egyptian Pound Others Liabilities 2014 2013 2014 2013 19,246 4,733 3,011 31,909 4,629 2,249 18,460 10,382 3,789 13,215 8,886 8,173 For a 10% changing of US Dollar, there would be comparable impact on the profit and equity as follow as of 31 December: Profit and loss US Dollar 2014 79 Equity 2013 1,869 2014 1,014 2013 1,048 Price risk The Group is exposed to equity securities price risk as a result of investments held by the Group and classified as available for sale. To manage this risk, the Group diversifies its portfolio in the light of limits set out by the Group’s management. 72 All amounts in 000’ Kuwaiti Dinars 5bbiU`FYdcfh The Group also keeps its investments at specialized investments companies. A monthly report is sent to the Group management about the investments performance in order to follow up and take the necessary action when required. Based on the assumption that the Kuwait Stock of Exchange equity index had decreased by 5% with all other variables held constant, net profit of the Group will be decreased by KD 3,547 thousand and change in fair value reserve would be decreased by KD 1,032 thousand as at 31 December 2014 (the profit is decreased by KD 7,721 thousand and change in reserve increased by KD 2,149 thousand - 2013). Assuming that there is increase in Kuwait Stock of Exchange market by 5%, with all variables held constant, the equity will be increased by KD 4,579 thousand (increased by KD 5,572 thousand - 2013). Cash Flow and fair value interest rate risk The financial assets and liabilities exposed to interest rate fluctuations are cash deposits, borrowings and bank facilities. The Group’s treasury ensures that deposits are maintained at the best prevailing market rate at the time of maintaining each deposit. The Group maintains banks contracts for all of its borrowings, whereby interest rates are linked to international and local benchmarks. The Group is not exposed to the fair value risk of its borrowings as all the borrowings bear variable interest rates. The Group main risk exposure is the cash flow interest rate risk. The Group analyses its interest rate exposure on a continuous basis where a monthly review of all facilities takes place to ensure that the Group is being granted the possible competitive interest rates. The Group study in regular basis all the income data related to the interest rate to determine the probability of changes in interest rates and the effect of such changes in the cash flow of the Group and the net profit in order to take the necessary actions in the timely manner. At 31 December 2014, if interest rate on borrowings and bank facilities had increased by 0.5% with all other variables held constant, net profit for the year would have decreased by KD 337 thousand (KD 413 thousand - 2013). (B) Credit risk Credit risk arises from cash at banks and trade receivable. Credit risk is the risk that the Group will incur a loss because of its customer, counter party failed to discharge their contractual obligation. The Group manages credit risk exposure arising from cash at banks by dealing with well-established banks of sound strong standing in the countries in which it operates. The operating unit’s managements assess the credit quality of the customers taking into account their financial positions, past experience and other relevant factors. The utilization of credit limits is regularly monitored. No credit limits were exceeded at the consolidated statement of financial position date and management does not expect any losses from non-performance by its counterparties. As the Group is working in different countries with different economic environments, the Group has set credit policies in each subsidiary, the following are the common features of the Group credit policies: UÊ Sales to retail customers in restaurants business line are settled in cash or credit cards. UÊ The Group deals with well-known hyper markets which have strong credit position. The Group identifies the necessary credit limit based on assessment of credit quality to each client separately. UÊ When necessary, the Group obtains collaterals from clients in form of deposits, letter of guarantees to reduce the credit risk. The fair value of collaterals is disclosed in (note 10). All amounts in 000’ Kuwaiti Dinars 73 (C) Liquidity risk Prudent liquidity risk management implies maintaining sufficient internally generated cash, trading investments and external funding through an adequate amount of committed credit facilities. Subsidiaries’ annual budgets are thoroughly reviewed to ensure that proceeds and external funding are adequately available to meet each subsidiary operational needs. During the year, the Group treasury continuously monitors its subsidiaries actual cash flows and quickly responds to any change that might impact on the ability of the subsidiary to meet its financing needs. As a Group’s policy, borrowings are not concentrated with a single bank in each country, it include a mix of reputable international, local and regional banks. The table below analyses the Group’s financial liabilities into relevant maturity Groupings based on the remaining period at the consolidated statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. 2014 Borrowings and bank facilities Trade and other payables Within 1 year More than 1 year to 3 years More than 3 years 59,432 11,065 3,395 176,116 - - Within 1 year More than 1 year to 3 years More than 3 years 62,709 19,634 9,752 153,697 - - 2013 Borrowings and bank facilities Trade and other payables 3.2 Capital risk management The Group manages its capital to ensure that entities in the Group will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents) and equity (comprising capital, reserves, retained earnings and non-controlling interests). The gearing ratio as at 31 December is as follows: Total borrowings and bank facilities 2014 2013 67,353 82,627 (115,179) (94,382) Net debt (47,826) (11,755) Total equity 405,533 376,342 Total capital 357,707 364,587 Less: cash and cash equivalents All amounts in 000’ Kuwaiti Dinars 74 5bbiU`FYdcfh 3.3 Fair value estimation The fair values of financial assets and financial liabilities are determined as follows: - Level one: Quoted prices in active markets for identical assets or liabilities. - Level two: Quoted prices in an active market for similar instruments. Quoted prices for identical assets or liabilities in market that is not active. Inputs other than quoted prices that are observable for assets and liabilities. - Level three: Inputs for the asset or liabilities that are not based on observable market data. The table below gives information about how the fair values of the financial assets and liabilities are determined: Financial assets Fair value as at 31 December 2014 2013 Fair value hierarchy Available for sale investments: Local shares – quoted 59,479 Foreign shares – quoted 17,355 1,119 Local shares – quoted 73,883 18,466 1,127 Level one Level one Level two Valuation technique(s) and Key input(s) Significant unobservable input(s) Relationship of unobservable inputs to fair value Last bid price Last bid price Net assets value NA NA NA NA NA NA Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis (but fair value disclosures are required): 31 December 2014 Financial assets Trade receivables Financial liabilities Borrowings and bank facilities Trade and other payables Total 31 December 2013 Carrying amount Fair value Carrying amount Fair value 62,290 62,290 56,474 56,474 67,353 176,116 243,469 67,353 176,116 243,469 82,627 153,697 236,324 82,627 153,697 236,324 Fair value hierarchy as at 31 December 2014 Level 1 Level 2 Level 3 Total Financial assets Trade receivables - - 62,290 62,290 Financial liabilities Borrowings and bank facilities Trade and other payables Total - - 67,353 176,116 243,469 67,353 176,116 243,469 Fair value hierarchy as at 31 December 2013 Level 1 Level 2 Level 3 Total Financial assets Trade receivables - - 56,474 56,474 Financial liabilities Borrowings and bank facilities Trade and other payables Total - - 82,627 153,697 236,324 82,627 153,697 236,324 The fair values of the financial assets and financial liabilities included in the level 3 category above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis. All amounts in 000’ Kuwaiti Dinars 75 4. Critical accounting estimates and assumptions In the application of the Group’s accounting policies, the Management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The following are the key assumptions concerning the future, and other key sources concerning current period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial years. Control over Bahrain & Kuwait Restaurant Company Note 25.1 describes that Bahrain & Kuwait Restaurant is a subsidiary of the Group although the Group only owns a 40% ownership interest in Bahrain & Kuwait Restaurant. Based on the contractual arrangements between the Group and other investors, the Group has the power to appoint and remove the majority of the board of directors that has the power to direct the relevant activities. Therefore, the management of the Company concluded that the Group has the practical ability to direct the relevant activities of Bahrain & Kuwait Restaurant unilaterally and hence the Group has control over Bahrain & Kuwait Restaurant. Valuation of financial instruments Some of the Group’s assets and liabilities are measured at fair value for financial reporting purposes. The Group management determines the appropriate valuation techniques and input for fair value measurement. In estimating the fair value of an asset at a liability the Group uses market observable data to the extent it is available. Information about valuation techniques and input used in determining the fair value of various assets and liabilities are disclosed in note 3.3. Impairment of tangible and intangible assets The Group reviews the tangible and intangible assets on a continuous basis to determine whether a provision for impairment should be recorded in the consolidated statement of income. In particular, considerable judgment by management is required in the estimation of the amount and timing of future cash flows when determining the level of provisions required. Such estimates are necessarily based on assumptions about several factors involving varying degrees of judgment and uncertainty, and actual results may differ from what is estimated resulting in future changes to such provisions. Evidence of impairment of investments Management determines the impairment in equity instruments classified as available for sale when there is a significant or prolonged decline in the fair value of these investments. Determination of what is significant or prolonged requires judgment from management. The Group evaluates, among other factors, the usual fluctuation of listed stock prices, 76 5bbiU`FYdcfh expected cash flows and discount rates of unquoted investments, impairment is considered appropriate when there is objective evidence on the deterioration of the financial position for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flows. The impact of such impairment on these consolidated financial statements is disclosed in note (22). Impairment of inventory As each financial position date, management assesses whether there is any indication that inventory is impaired. The determination of impairment requires considerable judgment and involves evaluating factors including, industry and market conditions. The impact of such impairment on these consolidated financial statements is disclosed in note (9). Impairment of Receivables The Group’s management determines impairment of receivables in the light of the Group’s previous experience about collectability, overdue period, change in global and local economies which led the customers to default in payment. Impairment of receivables is recorded for receivables which are matured and not settled for more than 90 days. The impact of such impairment on these consolidated financial statements is disclosed in note (10). Valuation of investment properties The Company carries its investment properties at fair value, with changes in fair value being recognised in the consolidated statement of income. The Company engaged independent valuation specialists to determine fair values and the valuers have used valuation techniques to arrive at these fair values. These estimated fair values of investment properties may vary from the actual prices that would be achieved in an arm’s length transaction at the reporting date (note 6). Contingent liabilities / liabilities Contingent liabilities are potential liabilities that arise from past events whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. Provisions for liabilities are recorded when a loss is considered probable and can be reasonably estimated. The determination of whether or not a provision should be recorded for any potential liabilities is based on management’s judgment (note 27). Taxes The Group is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognizes a liability for anticipated taxes based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Any changes in the estimates and assumptions may have an impact on the carrying values of the deferred tax assets. 77 5. Property, plant and equipment Land Decoration Building & & Furniture cold room Equipment & tools Vehicles Projects in progress Total Cost 34,022 96,532 90,868 186,865 25,282 25,110 458,679 Additions 143 6,240 2,318 14,672 1,773 22,764 47,910 Disposals (7) (9,418) (2,562) (8,579) (1,842) (333) (22,741) (2,552) (1,477) (4,597) (8,671) (1,170) (1,304) (19,771) 7 10,091 1,344 5,230 333 (26,550) (9,545) As at 1 January 2013 Foreign currency translation difference Transfers As at 31 December 2013 31,613 101,968 87,371 189,517 24,376 19,687 454,532 Additions 401 6,457 3,046 12,071 3,206 24,697 49,878 Disposals (666) (6,682) (699) (6,327) (1,431) (198) (16,003) Foreign currency translation difference 763 2,324 2,144 4,796 619 512 11,158 Transfers 154 9,913 7,903 9,811 241 (30,379) (2,357) 32,265 113,980 99,765 209,868 27,011 14,319 497,208 As at 1 January 2013 - 65,738 35,489 108,027 18,856 - 228,110 Depreciation for the year - 12,304 3,830 15,387 2,636 - 34,157 Disposals - (9,001) (2,472) (7,839) (1,726) - (21,038) Foreign currency translation difference - (781) (1,044) (4,188) (985) - (6,998) Transfers - (1,464) (48) 1,616 (104) - - As at 31 December 2013 - 66,796 35,755 113,003 18,677 - 234,231 Depreciation for the year - 12,765 4,181 16,952 2,793 - 36,691 Disposals - (6,020) (521) (5,680) (1,353) - (13,574) Foreign currency translation difference - 1,578 867 2,970 464 - 5,879 Transfers - (436) (61) 575 (78) - - As at 31 December 2014 - 74,683 40,221 127,820 20,503 - 263,227 As at 31 December 2013 31,613 35,172 51,616 76,514 5,699 19,687 220,301 As at 31 December 2014 32,265 39,297 59,544 82,048 6,508 14,319 233,981 - 5-7 5-25 4-7 4 As at 31 December 2014 Accumulated depreciation Net Book Value Useful life (year) The Group has capitalized borrowing costs of Nil for projects in progress during the year ended 31 December 2014 (KD 49 thousand – 2013). Property, plant and equipment include lands and buildings amounted to KD 7,904 thousand as at 31 December 2014 (KD 7,866 thousand – 2013) owned based on initial contracts. The necessary legal procedures to transfer these lands and buildings in name of the Group are still in progress. All amounts in 000’ Kuwaiti Dinars 78 5bbiU`FYdcfh 6. Investment properties 2014 Balance at 1 January Transferred from project in progress Additions Gain from investment properties valuation Foreign currency translation difference Balance at end of the year 2013 17,021 - 2,050 8,852 400 1,992 7,230 6,177 285 - 26,986 17,021 The fair value of the Group’s investment property as at 31 December 2014 has been arrived at on the basis of a valuation carried out on the respective dates by independent valuers not related to the Group. The independent valuers are registered at the related governmental bodies, and they have appropriate and recent experience in the valuation of properties in the relevant locations. The fair value of the investment property of KD 26,986 thousand as at 31 December 2014 (KD 17,021 thousand – 2013) was determined based on the market comparable approach that reflects recent transaction prices for similar properties (level 2). 7. Intangible assets Goodwill Franchises & agencies Key Money Total Cost Balance at 1 January 2013 Additions Transfers from projects in progress Disposals Foreign currency translation difference Balance at 31 December 2013 Additions Transfers from projects in progress Impairment Disposals Foreign currency translation difference Balance at 31 December 2014 2,053 618 (90) 2,581 (305) 76 2,352 11,784 1,653 61 (818) (65) 12,615 1,537 69 (262) 276 14,235 13,605 255 632 (40) 6 14,458 438 238 (41) 121 15,214 27,442 2,526 693 (858) (149) 29,654 1,975 307 (305) (303) 473 31,801 Amortization Balance at 1 January 2013 Amortization Disposals Foreign currency translation difference Balance at 31 December 2013 Amortization Disposals Foreign currency translation difference Balance at 31 December 2014 - 7,836 874 (669) (28) 8,013 1,133 (208) 195 9,133 7,871 870 (40) (9) 8,692 897 (40) 41 9,590 15,707 1,744 (709) (37) 16,705 2,030 (248) 236 18,723 2,581 2,352 4,602 5,102 5,766 5,624 12,949 13,078 Net Book Value As at 31 December 2013 As at 31 December 2014 All amounts in 000’ Kuwaiti Dinars 79 8. Available for sale investments 2014 2013 Local quoted shares 60,598 75,010 Foreign quoted shares 17,355 18,466 1,814 3,350 79,767 96,826 Foreign unquoted shares 8.1 Fair value of available for sale investments has been determined based on valuation basis (note 3.3). 8.2 Investments in unquoted shares were carried at cost less the impairment losses as its fair value cannot reliably measured at the consolidated financial statements date. 9. Inventories 2014 2013 Raw materials 53,847 53,851 Finished goods 17,885 16,407 Filling and packing materials 12,405 11,925 Other materials 12,055 10,405 5,481 5,115 101,673 97,703 Provision for slow moving items (2,426) (2,355) Spare parts 10,204 9,609 109,451 104,957 Goods in transit The cost of inventories recognised as an expense during the year was KD 440,595 thousand (KD 425,475 thousand - 2013). This amount includes KD 202 thousand during 2014 (KD 138 thousand - 2013) in respect of write-downs of inventory to net realisable value, and has been reduced by KD 131 thousand during 2014 (KD 885 thousand - 2013) in respect of the reversal of such write-downs. 10. Trade receivables 2014 2013 Trade receivables 55,863 48,894 Other receivables 13,428 13,872 94 89 69,385 62,855 (7,095) (6,381) 62,290 56,474 Due from related parties (note 28) Allowance for doubtful debts 10.1 The average credit period granted to trade receivables on sales of goods is 90 days. No interest is charged on trade receivables. There are no customers who represent more than 10% of the total balance of trade receivables. 10.2 Trade receivables which are not matured and not impaired amounted to KD 41,065 thousand as at 31 December 2014 (KD 39,778 thousand - 2013). All amounts in 000’ Kuwaiti Dinars 80 5bbiU`FYdcfh 10.3 Trade receivables include KD 9,278 thousand as at 31 December 2014 (KD 4,322 thousand - 2013) that are past due but not impaired. The aging of this amount is 3 to 6 Months. 10.4 Trade receivables include KD 5,520 thousand as at 31 December 2014 (KD 4,794 thousand - 2013) that are past due and impaired. 10.5 The fair value of the guarantees obtained by the Group is amounted to KD 26,444 thousand as at 31 December 2014 (KD 19,639 thousand - 2013). 10.6 Movement in the allowance for doubtful debts during the year: 11. 2014 2013 Balance at 1 January 6,381 6,585 Provisions provided during the year 1,517 1,325 Written off debts (352) (62) Reversal of provision no longer required (451) (1,467) As at 31 December 7,095 6,381 2014 2013 21,828 18,873 Refundable deposit 5,254 5,010 Accrued income 3,503 4,095 14,409 12,822 44,994 40,800 2014 2013 Cash on hand and banks’ current accounts 36,236 33,614 Time deposits and banks’ call accounts 78,943 60,768 115,179 94,382 (16,136) - 99,043 94,382 Other receivables Prepaid expenses Other 12. Cash on hand and at financial institutions Less: deposits more than 3 month Cash and cash equivalent for statement of cash flows purpose The average effective interest rate on the deposits and banks’ call accounts was 0.03% - 8.25% as at 31 December 2014 (0.03% - 7.5% - 2013). 13. Share capital The authorized, issued and paid up capital is KD 40,200 thousands comprising of 402,002 thousand shares with nominal value of 100 fils each. All shares are in cash. All amounts in 000’ Kuwaiti Dinars 81 14. Treasury shares Number of shares (thousand shares) Percentage to issued share capital (%) Market value 2014 2013 10,848 10,848 2.7 2.7 29,940 27,120 The Parent Company is required to retain reserves and retained earnings equivalent to the value of treasury shares throughout the period, in which they are held by the company, pursuant to instructions of the relevant regulatory authorities. 15. Statutory reserve In accordance with the Companies law and the Parent Company’s Articles of Association, 10% of the net profit before KFAS, National Labour Support Tax, Board of Directors’ remuneration and Zakat expense for the year is required to be transferred to statutory reserve. The General Assembly may resolve to discontinue such annual transfers when the statutory reserve reaches 50% of the Company’s paid up capital. Distribution of the statutory reserve is limited to the amount required to enable the payment of a dividend of 5% of paid up capital to be made in years when accumulated profits are not sufficient for the payment of such dividend. 16. Voluntary reserve In accordance with the Parent Company’s Articles of Association, 5% of net profit for the year is to be transferred to the voluntary reserve. This transfer may be stopped by a resolution adopted by the ordinary assembly as recommended by the Board of Directors. There are no restrictions on distributions from the voluntary reserve. The transfer ceased in accordance with the ordinary General Assembly decision on 12 April 1999. 17. Non-Controlling interests 2014 2013 40,799 37,528 6,156 7,738 Foreign currency translation differences 454 (1,205) Reclassification related to disposals of available for sale investments during the year (40) - Balance at 1 January Share from net profit for the year Other comprehensive income items: Change in fair value of available for sale investments (418) (972) (4) (2,177) 740 - (5,937) (2,290) (5,197) (2,290) 41,754 40,799 Other changes in non-controlling interests: Share from subsidiary’s capital increase Cash dividends from subsidiaries Balance at 31 December All amounts in 000’ Kuwaiti Dinars 82 5bbiU`FYdcfh 18. Borrowings and bank facilities 2014 2013 Bank overdraft 37,719 37,800 Loans 16,584 18,923 54,303 56,723 13,050 25,904 67,353 82,627 2014 2013 54,303 56,723 More than one year to three years 9,874 16,891 Over three years 3,176 9,013 67,353 82,627 Short term Long term Loans Maturity of borrowings and bank facilities is as follows: Within one year 18.1 Borrowings and bank facilities are carried at variable interest rates. The effective interest rate on the borrowings and bank facilities was 8.15% as at 31 December 2014 (8% - 2013). 18.2 Borrowings and bank facilities are secured against issuance of promissory notes, letters of guarantee, commercial pledge on inventory, tangible and intangible assets of some Group’s subsidiaries, insurance policies and joint security issued by the Parent Company. 19. Trade and other payables 2014 2013 Trade payables 46,583 42,802 Non-trade payables 43,206 41,651 Accrued expenses and salaries 33,499 27,545 Provisions 13,756 12,098 Other liabilities 10,085 5,682 Other credit balances 18,166 15,365 Deposits due to other 2,028 1,686 Accruals to staff 5,961 4,629 412 387 72 72 2,348 1,780 176,116 153,697 Dividends Board of Directors’ remunerations Taxes and deductions All amounts in 000’ Kuwaiti Dinars 83 20. Other operating expenses 2014 2013 (Provide)/ reverse of provisions (2,467) 99 Foreign currency gain/ (losses) 1,023 (1,444) 2 3 (1,442) (1,342) 2014 2013 Gain from investment properties valuation 7,230 6,177 Rental income 1,327 554 8,557 6,731 2014 2013 (1,625) - (20,162) (20,484) 4,489 4,528 (316) (334) (17,614) (16,290) Other 21. 22. Investment properties income Net losses from available for sale investments Realized losses Impairment of available for sale investments Cash dividends Portfolios’ management fees 23. Earnings per share Earnings per share is calculated by dividing the net profit attributable to the equity shareholders of the Parent Company by the weighted average number of the issued ordinary shares after deducting the weighted average of treasury shares during the year as follows: 2014 2013 52,021 50,598 Weighted average number of issued shares (thousand share) 402,002 402,002 Weighted average number of treasury shares (thousand share) (10,848) (10,848) Weighted average number of outstanding shares (thousand share) 391,154 391,154 133 129 Net profit for the year attributable to the shareholders of the Parent Company Eearnings per share (Fils) 24. Cash dividends On 6 April 2014, the shareholders approved the Group’s consolidated financial statements for the year ended 31 December 2013, and approved cash dividends of 85% from profits of 2013. On 2 March 2015, the Board of Directors proposed a cash dividend of 90% for the year ended 31 December 2014, subject to the approval of the Parent Company’s shareholders and the regulatory bodies. All amounts in 000’ Kuwaiti Dinars 84 5bbiU`FYdcfh 25. Investments in subsidiary companies 25.1 Composition of the Group Company’s Name Activity Place of incorporation Ownership (%) 2014 2013 Al Americana International Company (Safeway). Retail Kuwait 89.55 89.55 Arab Gulf Company for Food (Americana) Food Kuwait 99.97 99.25 Al Ahlia Restaurants Co. Restaurants Saudi Arabia 99.96 99.96 Al-Ahlia National Food Industries Co. Industry Saudi Arabia 99.96 99.96 International Fashion Co. Retail Saudi Arabia 100 100 Bahrain and Kuwait Restaurants Co. Restaurants Bahrain 40 40 International Cosmetics Co. Retail Saudi Arabia 100 100 United Food Co. Food Saudi Arabia 98 98 Kuwait Food Co. Food Egypt 100 100 Kuwait Food Co. Restaurants UAE 100 100 Americana International Company (Fashion way) Retail UAE 97.40 97.40 Gulf Food Industries Co. - (California Garden) Industry UAE 100 100 Qatar Food Co. Restaurants Qatar 100 100 Touristic Projects and International Restaurants Co. Restaurants Jordan 64.08 64.08 International Tourism Restaurants Co. Restaurants Oman 99 99 International Touristic Projects Lebanese Co. Restaurants Lebanon 98 98 Gulf and Arab World Restaurants Co. Restaurants Bahrain 94 94 Al Inma’a Syrian Co. Restaurants Syria 80 80 Gulfa for Mineral Water Industry UAE 92.70 92.70 The Caspian International Restaurants Co. Restaurants Kazakhstan 100 100 Khosh Taam International Food Company Restaurants Iran 90 90 International Food Company Restaurants Turkey 100 100 90 90 99.97 99.97 Al-Musharaka Company for Touristic Restaurant Services Restaurants Kurdistan - Iraq Americana Group for Food and Touristic Projects and its subsidiaries. Egypt UÊ Holding Subsidiaries’ financial statements have been consolidation based on audited financial statements as at 31 December 2014. 85 25.2 Details of non-wholly owned subsidiaries of the Group that have material non-controlling interests Name of subsidiary Cairo Poultry Place of incorporation and principal place of business Proportion of ownership interests and voting rights held by non-controlling interests% Egypt Profit allocated to non-controlling interests Accumulated non-controlling interests 2014 2013 2014 2013 2014 2013 48.03 48.03 3,301 4,628 20,676 21,896 Cairo Poultry is a subsidiary of Americana Group for Food and Touristic Projects (Egypt): Summarised financial information in respect of this subsidiary is set out below: 2014 2013 Current assets 26,153 26,363 Non-current assets 52,821 51,325 (29,217) (24,063) Current liabilities Non-current liabilities (7,218) (8,575) Equity attributable to shareholders of the Parent Company 21,863 23,154 Shares of non-controlling interests 20,676 21,896 2014 2013 Revenue 94,979 99,006 Expenses (88,176) (89,452) Profit attributable to shareholders of the Parent Company 3,502 4,926 Profit attributable to the non-controlling interests 3,301 4,628 Profit for the year 6,803 9,554 Total other comprehensive income attributable to shareholders of the Parent Company (476) (799) Total other comprehensive income attributable to the non-controlling interests (440) (738) Total other comprehensive income for the year (916) (1,537) Total comprehensive income for the year attributable to shareholders of the Parent Company 3,026 4,127 Total comprehensive income for the year attributable to the non-controlling interests 2,861 3,890 Total comprehensive income for the year 5,887 8,017 Dividends paid to non-controlling interests 3,387 - Net cash flow from operating activities 14,792 18,739 Net cash flow used in investing activities (8,613) (6,350) Net cash flow used in financing activities (4,690) (8,999) 1,489 3,390 Net cash inflow All amounts in 000’ Kuwaiti Dinars 86 5bbiU`FYdcfh 26. Segment information 26.1 Geographical and operating segments for the revenues and results The Group activities are concentrated in two main sectors: - Restaurants & Retail Sector which consists of subsidiaries and branches that operate in all kinds of restaurants and representing foreign specialized foodstuff companies as well as trading in foodstuff products. - Food Industries Sector which consists of all subsidiaries and branches that operate in the manufacturing of foodstuff and beverages; sale of such items on both a retail and wholesale. The results of the two sectors are reported to the top executive management in the Group. In addition, the revenue, results, profit, assets and liabilities are being reported on geographic basis and being measured in accordance with the same accounting bases used for the preparation of consolidated financial statements. The following is the segment information which is consists with the internal reporting presented to management: Restaurants & Retail sector 2014 Revenue Kuwait Saudi Arabia South Gulf Egypt and Africa Sham and others Total 86,585 125,634 180,698 89,309 49,210 531,436 Food Industries sector 2013 2014 2014 2013 2014 2013 81,107 43,489 38,822 115,018 105,630 98,552 169,209 55,017 53,579 77,282 256,625 253,464 46,434 489,050 460,761 444,417 (3,348) (23,095) (9,131) (34,265) (69,839) (3,248) (24,419) (7,348) (31,548) (66,563) 126,726 208,169 226,584 311,669 49,210 922,358 116,681 189,151 215,440 299,198 46,434 866,904 Food Industries sector Total 2014 2013 2014 2013 2014 2013 9,770 15,580 19,333 7,102 2,135 53,920 10,809 14,357 17,885 6,105 1,141 50,297 5,139 9,147 4,140 10,767 29,193 3,680 8,090 4,096 17,347 33,213 14,909 24,727 23,473 17,869 2,135 83,113 14,489 22,447 21,981 23,452 1,141 83,510 8,557 (17,614) (4,372) 69,684 6,731 (16,290) (7,820) 66,131 Add the following: Investment properties income Net losses from available for sale investments Others Profit before income tax of subsidiaries Restaurants & Retail sector Assets Liabilities Total 2013 Restaurants & Retail sector Segment results Kuwait Saudi Arabia South Gulf Egypt and Africa Sham and others Total Intercompany transactions Food Industries sector Unallocated items Total 2014 2013 2014 2013 2014 2013 2014 2013 292,557 153,288 256,350 142,229 334,017 147,520 311,080 145,685 61,618 (18,149) 78,665 (18,161) 688,192 282,659 646,095 269,753 All amounts in 000’ Kuwaiti Dinars 87 26.2 Geographical segments of assets and liabilities 2014 Kuwait Saudi Arabia South Gulf Egypt & Africa Sham & others Total Property, plant and equipment and intangible assets 17,377 40,128 29,593 143,229 16,732 247,059 Investments properties 13,820 - 1,186 11,980 - 26,986 Available for sale investments 69,583 - - 10,184 - 79,767 - - - 2,466 - 2,466 13,834 23,558 14,631 52,894 4,534 109,451 8,303 14,062 14,259 24,471 1,195 62,290 Assets Other assets Inventories Trade receivables 3,703 7,698 10,227 21,304 2,062 44,994 58,726 20,984 10,420 21,753 3,296 115,179 185,346 106,430 80,316 288,281 27,819 688,192 302 3,001 5,489 56,137 2,424 67,353 Trade and other payables and End of service indemnity 62,078 42,901 41,889 61,041 7,397 215,306 Total liabilities 62,380 45,902 47,378 117,178 9,821 282,659 Other receivables Cash on hand and at financial institutions Total assets Liabilities Borrowings and bank facilities 2013 Kuwait Saudi Arabia South Gulf Egypt & Africa Sham & others Total 18,413 36,032 27,129 138,677 12,999 233,250 6,765 - 867 9,389 - 17,021 86,179 - - 10,647 - 96,826 Assets Property, plant and equipment and intangible assets Investments properties Available for sale investments - - - 2,385 - 2,385 14,650 23,095 13,239 50,752 3,221 104,957 Trade receivables 7,946 11,250 11,822 23,815 1,641 56,474 Other receivables 3,860 6,071 9,186 19,956 1,727 40,800 Other assets Inventories 46,168 16,442 10,179 16,902 4,691 94,382 183,981 92,890 72,422 272,523 24,279 646,095 2,651 9,233 4,204 64,586 1,953 82,627 Trade and other payables and End of service indemnity 53,273 34,529 38,709 52,906 7,709 187,126 Total liabilities 55,924 43,762 42,913 117,492 9,662 269,753 Cash on hand and at financial institutions Total assets Liabilities Borrowings and bank facilities All amounts in 000’ Kuwaiti Dinars 88 5bbiU`FYdcfh 27. Contingent liabilities and capital commitments 2014 2013 4,753 4,048 Contingent liabilities Letters of guarantee There is a conflict between the group and the tax department regarding the method of calculating the deductions. That conflict is still under legal dispute in the courts and its impact cannot be currently determined, full provisions for this purpose have been provided. Leased commitments Less than one year 23,777 20,191 From two years to five years 60,313 47,702 More than five years 44,201 56,584 128,291 124,477 Capital commitments Letters of credit Projects in progress commitments 28. 8,171 2,159 12,175 13,175 Related parties transactions Related parties represent shareholders who have representatives in the Boards of Directors, members of the Boards of Directors, Senior Management and the companies who controlled by the major shareholders. In the ordinary course of business, the Group has entered into transactions with related parties during the year. The following are the transactions and balances resulting from these transactions: 2014 2013 Revenues 223 200 Expenses 76 69 Transactions Portfolios’ management fees Key management benefits 316 334 1,480 4,590 94 89 312 301 Balances Trade receivables Key management – termination benefits All amounts in 000’ Kuwaiti Dinars 89 ZZZDPHULFDQDJURXSFRP HPDLOKHDGRI¿FH#DPHULFDQDIRRGFRP 4