Cranswick was formed in the 1970’s by farmers in East Yorkshire to produce animal feed. The Company went on to the Stock Market in 1985 and since that time has evolved into a business that is highly focused on the food sector. Activities include the supply of fresh pork, gourmet sausages, charcuterie, cooked meats, sandwiches, pastry products and traditional dry cured bacon. FINANCIAL HIGHLIGHTS £820.8m £48.4m* Turnover Pr e Tax 2012 820.8m 2012 48.4m* 2011 758.4m 2011 47.1m 2010 740.3m 2010 43.8m 78.6p* 28.5p Earnings Per Share Dividends Per Share 2012 78.6p* 2012 28.5p 2011 74.5p 2011 27.5p 2010 69.7p 2010 25.0p • Turnover up 8 per cent to £821m • Profit before tax up 3 per cent at £48.4m* • Increase of 6 per cent in earnings per share to 78.6p* • Dividend up 4 per cent to 28.5p per share * after non-recurring gain of £2.6m (net) CONTENTS Chairman’s statement 02 Review of activities 06 Group operating and financial review 10 Group directors and business locations 18 Directors 19 Directors’ report 20 Corporate governance statement 24 Directors’ remuneration report 30 Corporate social responsibility statement 36 Statement of Directors’ responsibilities 41 Report of the auditors 42 Group income statement 44 Group statement of comprehensive income 45 Company statement of comprehensive income 45 Group balance sheet 46 Company balance sheet 47 Group statement of cash flows 48 Company statement of cash flows 49 Group statement of changes in equity 50 Company statement of changes in equity 51 Notes to the accounts 52 Shareholder information 90 Shareholder analysis 91 Awards 92 Advisers 94 CHAIRMAN’S STATEMENT Martin Davey - Chairman Against a background of strong raw material price increases early in the financial year and a continued challenging environment for the consumer, the Company SEASONAL CENTREPIECE recovered strongly during the second half and recorded its highest ever full year sales FOR A SPECIAL SHARING and second best trading profit in its history. In fact, taking into account non-recurring OCCASION items, Cranswick achieved a record profit before taxation for the year. Outdoor reared Hampshire The business worked closely with its customers to offer competitively priced food breed rib roast with diamond to consumers so as to alleviate some of the economic pressures facing them. scored crispy crackling, served Whilst this adversely impacted operating margins it contributed, along with the alongside barbecue pork increasing popularity of pork products, to an increase in sales volumes. belly ribs, streaky bacon wrapped chipolatas and Non-recurring items comprised a gain on the sale of the shareholding in the cider and apple sauce associated company, Farmers Boy (Deeside) Limited (“FBD”); Cranswick’s share of trading losses at FBD and a non-cash charge for goodwill impairment at The Sandwich Factory. Results Underlying sales rose 10 per cent in the year and reflected growth across most product sectors. Especially strong growth was seen in sales of bacon, fresh pork and sausages. Total revenue for the year was 8 per cent higher than previously at £821 million. The decline in the operating margin referred to earlier was partially offset by lower financing costs and along with net income from non-recurring items of £2.6 million gave rise to a profit before taxation of £48.4 million. Earnings per share were 6 per cent higher than last year at 78.6 pence. Excluding the overall effect of goodwill impairment this year and FBD in both years, adjusted earnings per share were 0.1 pence higher than the prior year at 72.9 pence. Net finance costs of £1.0 million were covered 49 times by profit before net finance costs and tax, compared to 30 times in the previous year. Cash flow in the period was robust notwithstanding the investment in the Company’s asset base of £20 million to expand production capacity, improve efficiency and broaden the product range. Debt at the end of the year was further reduced by the proceeds of the sale of the FBD shareholding and stood at £21.7 million, substantially lower than £48.3 million a year earlier. There is further information on trading and finance in the reviews by the Chief Executive and Finance Director which follow. FBD Investment was made in FBD during 2010 when Cranswick’s site at Deeside was put into a newly formed company, owned jointly with Wm Morrison Supermarkets PLC, in exchange for a 49 per cent shareholding. It was felt by both parties that it was now an appropriate time for the site to come under single ownership. Cranswick’s shareholding was sold for cash at the end of March 2012 and we wish the business every success. Dividend The Board is proposing to increase the final dividend by 4.3 per cent to 19.5 pence per share from 18.7 pence per share previously. Together with the interim dividend, which was raised 2.3 per cent to 9 pence per share and paid in January 2012, this makes a total dividend for the year of 28.5 pence per share compared to 27.5 pence last year. The final dividend, if approved by Shareholders, will be paid on 7 September 2012 to Shareholders on the register at the close of business on 6 July 2012. Shares will go ex-dividend on 4 July 2012. Shareholders will again have the option to receive the dividend by way of scrip issue. 2 Report & Accounts 2012 Cranswick plc 3 Cranswick plc Report & Accounts 2012 Board The Board announces today that Bernard Hoggarth will be standing down from his position as Chief Executive at the forthcoming Annual General Meeting, to be held on 1 August 2012. After joining Cranswick in 1978 Bernard was appointed SUCCULENT BRITISH CEO in 2004 as the Company continued its successful development. He reaches a TERRINE TO START landmark birthday this summer and has planned for some time to reduce his input to allow him the opportunity to focus on other interests. He will though continue Pork, pistachio and ham hock terrine with a fresh leek base, with Cranswick on a part-time basis in the role of Commercial Director. Adam Couch wrapped with delicate air will be appointed CEO when Bernard stands down. Adam has been with the dried ham to encapsulate Company for over 20 years, since graduation, and was appointed to the Board in the great British tastes 2003 with specific responsibility for the fresh pork activities. Adam was appointed COO a year ago as part of the Board’s strategy for succession planning. On behalf of all at Cranswick I thank Bernard for his contribution as CEO, look forward to his continued involvement in the business and wish Adam every success as Cranswick continues its progress. Staff The year has not been without its challenges and for the business to have continued its development in the manner outlined both above and in the reviews that follow is a true reflection of the quality, determination, experience and expertise that prevails throughout the Company. On behalf of the Board I express our sincere thanks and appreciation to the management teams and their colleagues. Compliance with the UK Corporate Governance Code A statement relating to compliance with the Code is included in the Corporate Governance Statement on page 24. Outlook The Company is well positioned. There is a strong and experienced management team in place, a robust balance sheet, high quality assets and a range of products that, by working closely with our customers, are proving popular with the consumer. Continued focus on product development and operational efficiencies are key to maintaining this popularity in the current economic environment. The Board looks forward to the opportunities and challenges which lie ahead as it continues Cranswick’s successful long-term development. Martin Davey Chairman 48.4 47.1 28.5 21 May 2012 27.5 43.8 25.0 21.7 34.7 Profit Before Tax 32.7 33.0 Dividend Per Share 19.9 1990-2012 31.1 1990-2012 18.1 (£m) (pence) 16.5 14.5 21.6 13.2 21.2 19.8 12.0 17.5 10.8 8.3 7.5 11.7 6.8 5.8 5.1 4.3 4.6 7.1 9.3 3.8 4.0 4.1 3.3 5.0 2.8 4.0 3.0 3.1 1.7 2.2 2.3 0.9 1.4 ‘90 ‘91 ‘92 ‘93 ‘94 ‘95 ‘96 ‘97 ‘98 ‘99 ‘00 ‘01 ‘02 ‘03 ‘04 ‘05 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11 ‘12 ‘90 ‘91 ‘92 ‘93 ‘94 ‘95 ‘96 ‘97 ‘98 ‘99 ‘00 ‘01 ‘02 ‘03 ‘04 ‘05 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11 ‘12 4 Report & Accounts 2012 Cranswick plc 5 Cranswick plc Report & Accounts 2012 REVIEW OF ACTIVITIES Bernard Hoggarth - Chief Executive The Group has not previously had to contend with such a diverse trading environment in one financial year. During the first half of the year, the business faced the challenge of passing on raw material inflation which was met with POSH PORK FOR THE unprecedented resistance by customers and proved more difficult than previously MAIN EVENT to achieve. The second half of the year, on the other hand, saw a partial recovery Outdoor reared Hampshire of certain raw material increases which was further aided by a steady decrease in bone in pork chop with input costs, to help bridge the gap. These two factors, together with very pleasing butternut squash puree, increases in sales in all categories, made for an excellent second half; something served with fresh leeks and which would have been very difficult to foresee only a few months earlier.