Shufersal 2016
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Board of Directors' Report on the State of the Company's Affairs for the Year Ended December 31, 2016 Shufersal Ltd. Director’s Report For the Year Ended December 31, 2016 1 Board of Directors' Report on the State of the Company's Affairs for the Year Ended December 31, 2016 Shufersal Ltd. Contents 1. Explanations of the Board to the Company's Business Affairs 1.1 Principal data regarding the business affairs of the Company 1.1.1 Description of operating segments reported as business segments in the consolidated financial statements of the Company 1.1.2 Management’s discussion of principal results for 2016 1.1.3 Dividend 1.2 Analysis of results of operations 1.2.1 Analysis of the results for 2016 as compared to 2015 1.2.2 Analysis of the results for 2015 as compared to 2014 1.2.3 Analysis of the results for the three months ended December 31, 2016 as compared to the corresponding period last year 1.2.4 Condensed consolidated income statement and consolidated statements of comprehensive income for 2016 by quarters and for the fourth quarter of 2015 1.3 Financial position, liquidity and sources of finance 1.3.1 Cash flow – Analysis of the results for 2016 as compared to 2015 1.3.2 Cash flow – Analysis of the results for 2015 as compared to 2014 1.3.3 Liquid asset balances and financial ratios 1.3.4 Board of Directors’ discussion of the Company’s liquidity in view of the working capital deficit as at December 31, 2016 2. Market Risk Exposure and Management 2.1 Company officer responsible for market risk management 2.2 Supervision over market risk management policy and its implementation 2.3 Description of market risks 2.3.1 Consumer Price Index risks 2.3.2 Foreign currency risks 2.3.3 Interest rate risks 2.3.4 Israeli capital market risks 2.4 Company policy regarding market risk management 2.5 Linkage bases report 2.6 Sensitivity tests 2 Board of Directors' Report on the State of the Company's Affairs for the Year Ended December 31, 2016 Shufersal Ltd. 3. Corporate governance 3.1 Activities of the Board of Directors and its committees 3.2 Directors having accounting and financial expertise 3.3 Process of approval of the financial statements 3.4 Disclosure regarding the internal auditor of the Company 3.5 Disclosure regarding the fees of the independent auditors 3.6 Contribution to the community 4. Directives regarding disclosures pertaining to the financial reporting of the Company 4.1 Disclosure regarding events subsequent to the date of the statement of financial position 4.2 Goodwill 5. Specific disclosure for holders of debentures 3 Board of Directors' Report on the State of the Company's Affairs for the Year Ended December 31, 2016 Shufersal Ltd. We hereby submit the Directors' Report of Shufersal Ltd. (hereinafter – "Shufersal" or "the Company") for the year 2016 (hereinafter – "2016" or "the reporting period")1, in accordance with the Securities Regulations (Periodic and Immediate Reports), 1970, (hereinafter –"the reporting regulations"). Shufersal together with its subsidiaries and associate companies are hereinafter called “the Shufersal Group” or “the Group”. 1. Explanations of the Board to the State of the Company's Affairs 1.1 Principal data regarding the business affairs of the Company Shufersal is the owner of the largest supermarket chain in Israel, which operates 272 branches throughout the country in a few formats over a total area of approximately 503 thousand square meters. The Company employs about 12.4 thousand employees (calculated positions) and has annual sales of about NIS 11.8 billion. As at December 31, 2016 and the date of issuing this report, the controlling shareholder of the Company is Discount Investment Corporation Ltd. 1.1.1 Description of operating segments reported as business segments in the consolidated financial statements of the Company The Company operates in three operating segments that are reported as business segments in the Company’s financial statements, the retail segment, the real estate segment and the loyalty program credit card management segment For details regarding the aforesaid operating segments, see Note 32 to the Company’s consolidated financial statements for 2016 (hereinafter – “the financial statements”). 1.1.2 Management’s discussion of principal results for 2016 The Company’s results were affected by several matters: The Company continued to accelerate the development of its digital platforms, mainly the “Shufersal Online” system, including opening dedicated storage facilities for that platform. In 2016, the significant growth of sales through Shufersal Online continued, and the sales constituted about 9% of the Company’s total sales (compared with 6% in 2015). Continued development and strengthening of the private label. This year, the private label accounted for 20% of all retail sales, which is a significant increase relative to that metric in 2015 (15% of total retail sales). Real estate streamlining continued. Phase in of a new logistics center in Shoham, which began operating in February 2016. For details on the Company’s distribution system see Section 8.15 of Part A of the periodic report. The Company continued to adjust its activity to changes in the food retail market, including in connection with the sale of the Mega chain. Repayment of most outstanding Series B bonds through an exchange offer, replacing Series B bonds of the Company by allocating Series E and Series F bonds (as discussed in note 1b(6) and 1b(7) to the financial statements). The above exchange offers contributed to a flattening of the Company maturities in coming years relative to outstanding bonds. See also paragraph 1.3.4 below. 1 For purposes of this report, “the reporting date” or “the date of the report” is the date of the statement of financial position (December 31, 2016) unless stated otherwise or implied otherwise by the context of the matter. 4 Board of Directors' Report on the State of the Company's Affairs for the Year Ended December 31, 2016 Shufersal Ltd. 1.1.3 Dividend In April 2016, the Company distributed a dividend in the amount of NIS 100 million. On February 21, 2017, subsequent to the date of the statement of financial position, the Company’s Board of Directors declared the distribution of a cash dividend in the total amount of NIS 160 million. The said dividend did not require court approval, and as at the date of this report it has not yet been paid. See Note 34.B to the financial statements for details. As at December 31, 2016, the Company’s “profits” for purposes of the profit test pursuant to Section 302 of the Companies Law, 1999 (“the Companies Law”) amounted to about NIS 502 million, where a dividend distribution by the Company, to the extent the Company’s Board of Directors decides to make such a distribution, will be in accordance with the Companies Law and subject to the distribution conditions provided therein, to the restrictions provided in the terms of the debentures that were issued by the Company (see Section 5 hereunder and Note 17 to the financial statements) and to all other provisions of law. 5 Board of Directors' Report on the State of the Company's Affairs for the Year Ended December 31, 2016 Shufersal Ltd. 1.2 Analysis of the Results of Operations 1.2.1 Analysis of the results for 2016 as compared to 2015 Results of operations 2016 2015 % NIS millions % NIS millions Revenues 11,842 11,505 Gross profit 25.6% 3,037 24.2% 2,789 Selling, marketing, administrative and general expenses 22.1% (2,618) 21.9% (2,515) Operating income (loss) before other income 3.5% 419 2.4% 274 Other income (expenses), net 1 3 Increase in fair value and gain on sale of investment property, net 26 9 Operating income (loss) after other income 446 286 Financing expenses, net (118) (87) Share in profit of investee accounted for under the equity method 2 - Profit (loss) before taxes on income 330 199 Taxes on income (68) (46) Profit (loss) for the year 262 153 Retail segment revenues amounted to NIS 11,798 million in 2016 compared with NIS 11,456 million in the previous year, a 3.0% increase, mainly driven by developments in the food retail market. Store sales in 2016 increased by 3.8% compared to 2015. The difference between the growth in revenue and in sales is mainly attributed to increase of franchiser activity2. Same store3 sales increased by 4.4%. The increase was mainly driven by changes in basket of products and special offer mix, and changes in food retail market. The sales per square meter4 in 2016 were NIS 23,884, compared with NIS 22,299 in the previous year, an increase of 7.1% that is mainly due to a reduction in selling areas. Real estate segment revenues amounted to NIS 170 million in 2016, compared with NIS 180 million in the previous year, a 5.6% decrease due to reduction of the inventory of properties and tenants. Revenues from the loyalty program credit card management segment amounted to NIS 75 million in 2016, compared with NIS 67 million in the previous year, an increase of 11.9%. The Company’s revenues amounted to NIS 11,842 million in 2016 compared with NIS 11,505 million in the previous year, an increase of 2.9%, mainly driven by the retail segment. 2 See paragraph 3.1 of Part A (Description of Business Affairs) of the periodic report. 3 Same stores – stores that were active in corresponding periods of the two comparison years.