2015
R’000 |
2014
R’000 |
|
|
|
2015
R’000 |
2014
R’000 |
| |
|
21 |
foreign currency translation reserve |
|
|
| (2 314) |
(5 582) |
|
Foreign currency translation reserve related to Clover Botswana and Clover West Africa |
|
|
|
| GROUP |
|
|
|
|
COMPANY |
2015
R’000 |
2014 R’000 |
|
|
|
|
2015
R’000 |
2014
R’000 |
| |
|
22 |
Interest-bearing loans and borrowings |
|
|
| |
|
|
22.1 |
Secured liabilities |
|
|
| 900 000 |
650 000 |
|
|
(a) |
Secured by securitisation of trade debtors (refer to note 17). The first tranche of R250 million is repayable on 30 June 2016, and is charged a floating interest rate of 185 bps above 3 month Jibar. The second tranche of R400 million is repayable 30 June 2018, and is charged a fixed interest rate of 9,28%. The third tranche of R250 million is repayable on 30 June 2019, and is charged a floating interest rate of 160 bps above 3 month Jibar |
|
|
| 36 247 |
22 003 |
|
|
(b) |
Secured by plant and equipment with a book value of R31,9 million (2014: R30,5 million). Repayable in monthly instalments. Payments due within the next year are R5,1 million (2014: R11,4 million). Variable interest rate portion: 8,5% (2014: 6,05%). Maturity: between July 2014 and March 2022. Fixed interest rate portion 9,0% and 10,5% (2014: 9,0% and 10,5%) |
|
|
| 936 247 |
672 003 |
|
|
|
Total secured liabilities |
|
|
| |
|
|
22.2 |
Unsecured liabilities |
|
|
| 688 |
3 348 |
|
|
(a) |
Unsecured loan from Merchant West, interest is charged at 6,96% (2014: 6.96%), and is repayable in quarterly instalments with a final payment on 1 October 2015 |
|
|
| 1 938 |
6 476 |
|
|
(b) |
Bank overdraft |
|
|
| |
|
|
|
|
Repayable on demand. The full outstanding amount is repayable within one year
Variable interest rate: 9% – 9,25% (2014: 9,0%) |
|
|
| 316 304 |
195 025 |
|
|
(c) |
Call loans |
|
|
| |
|
|
|
|
Variable interest rate: 6,75% – 7,8% (2014: 6,25% – 6,8%) |
|
|
| 318 930 |
204 849 |
|
|
|
Total unsecured liabilities |
|
|
| 1 255 177 |
876 852 |
|
|
|
Total secured and unsecured liabilities |
|
|
| |
|
|
|
|
Current portion transferred to current liabilities: |
|
|
| 254 646 |
9 646 |
|
|
|
|
|
|
| 318 930 |
204 849 |
|
|
|
|
|
|
| 573 576 |
214 495 |
|
|
|
Total current portion transferred to current liabilities |
|
|
| 681 601 |
662 357 |
|
|
|
Total non-current interest-bearing borrowings |
|
|
| 1 255 177 |
876 852 |
|
|
|
Total current and non-current interest-bearing loans and borrowings |
|
|
|
|
| GROUP |
|
|
|
COMPANY |
| 2015 |
2014 |
|
|
|
2015 |
2014 |
| R’000 |
R’000 |
|
|
|
R’000 |
R’000 |
| |
|
23 |
employee-related obligations |
|
|
| |
|
|
23.1 |
Long-service bonus |
|
|
| |
|
|
|
The projected-credit method is used for the calculation of the long-service bonus provision.
Payments are recognised as utilisations. |
|
|
| |
|
|
|
The determination of the long-service bonus is based on the following assumptions: |
|
|
| 6 976 |
6 435 |
|
|
Active members |
|
|
| 6,8% |
8,2% |
|
|
Salary escalation ratio |
|
|
| 7,8% |
9,0% |
|
|
Discounting rate |
|
|
| 65 |
65 |
|
|
Normal retirement age |
|
|
| 26 376 |
28 909 |
|
|
Balance at the beginning of the year |
|
|
| 9 198 |
5 224 |
|
|
Amounts provided |
|
|
| (10 706) |
(7 757) |
|
|
Amounts utilised |
|
|
| 24 868 |
26 376 |
|
|
Total long-service bonus provision |
|
|
| |
|
|
|
Refer to note 33 for further detail on the long-service bonus provision . |
|
|
| |
|
|
23.2 |
Leave pay |
|
|
| |
|
|
|
A provision for leave pay is recognised for the number of days leave due to employees at
30 June valued at a rate per day based on the basic salary of each employee at 30 June.
Leave payments and leave days taken are recognised as utilisations. |
|
|
| 61 251 |
51 918 |
|
|
Balance at the beginning of the year |
|
|
| 10 413 |
15 609 |
|
|
Amounts provided |
|
|
| (7 203) |
(6 276) |
|
|
Amounts utilised |
|
|
| 64 461 |
61 251 |
|
|
Total leave pay provision |
|
|
| |
|
|
23.3 |
Total provisions |
|
|
| 74 901 |
67 615 |
|
|
Long-term portion |
|
|
| 14 428 |
20 013 |
|
|
Short-term portion transferred to current liabilities |
|
|
| 89 329 |
87 628 |
|
|
Total long-term and short-term provisions |
|
|
|
| GROUP |
|
|
|
COMPANY |
| 2015 |
2014 |
|
|
|
2015 |
2014 |
| R’000 |
R’000 |
|
|
|
R’000 |
R’000 |
| |
|
24 |
Trade and other payables |
|
|
| 1 072 019 |
1 000 205 |
|
Trade payables |
8 392 |
9 883 |
| 230 972 |
157 300 |
|
Other payables |
1 335 |
1 359 |
| 346 |
1 009 |
|
Interest payable |
346 |
1 009 |
| 48 507 |
32 511 |
|
Payable to joint ventures |
|
|
| 1 351 844 |
1 191 025 |
|
Total trade and other payables |
10 073 |
12 251 |
| 21 459 |
4 351 |
|
Non-current portion included in other payables transferred to non-current liabilities |
– |
– |
| 1 330 385 |
1 186 674 |
|
Current portion |
10 073 |
12 251 |
| 1 351 844 |
1 191 025 |
|
Total trade and other payables |
10 073 |
12 251 |
| |
|
|
The terms for trade payables and other payables range from seven days after date of invoice to 45 days after month-end. Interest is payable on a monthly basis. Payables to joint ventures range from 30 days to 45 days after the end of the month in which the transaction took place. |
|
|
| |
|
25 |
Notes to the statement of cash flows |
|
|
| |
|
|
25.1 |
Tax paid |
|
|
| 33 877 |
(16 723) |
|
|
Amount receivable/(due) at the beginning of the year |
1 328 |
807 |
| (124 741) |
(36 717) |
|
|
Taxation charged in statement of comprehensive income and other adjustments, excluding deferred taxation |
(10 434) |
(10 652) |
| 24 940 |
7 078 |
|
|
Taxation charged through statement of changes in equity, excluding deferred taxation |
|
|
| (40 330) |
(33 877) |
|
|
Amount (receivable)/due at the end of the year |
(2 157) |
(1 328) |
| (106 254) |
(80 239) |
|
|
Total tax paid |
(11 263) |
(11 173) |
|
|
| GROUP |
|
|
|
COMPANY |
| 2015 |
2014 |
|
|
|
2015 |
2014 |
| R’000 |
R’000 |
|
|
|
R’000 |
R’000 |
| |
|
26 |
Pensions and other post-employment benefit plans |
|
|
| |
|
|
26.1 |
Defined-benefit fund |
|
|
| 9 277 |
15 613 |
|
|
Value of fund assets |
|
|
| (4 452) |
(10 839) |
|
|
Value of fund liabilities |
|
|
| 4 825 |
4 774 |
|
|
Net surplus (recognised in other receivables) |
|
|
| |
|
|
|
Funding level |
|
|
| |
|
|
|
All of the fund’s assets are indirectly invested in a quoted market by the utilisation of unit trusts. |
|
|
| 8,8% |
9,0% |
|
|
Expected rate of return |
|
|
| 8,8% |
9,0% |
|
|
Discount rate |
|
|
| 8,1% |
8,2% |
|
|
Future salary increases |
|
|
| 6,8 |
1,9 |
|
|
Expected average remaining working life in years |
|
|
| |
|
|
|
The fund is a defined-benefit fund and was actuarially valued on 30 June 2015. The actuarial method used in determining the cost of the retirement benefits is the same as those used in previous calculations. The assumptions regarding deaths, interest rates, salary increases, retirements, resignations and administration costs were all based on generally accepted standards for the industry. |
|
|
| |
|
|
|
During the current financial year the Board of Clover and the Trustees of the Clover Pension fund approved the move of the Clover Pension fund to the Sanlam Umbrella fund, with effect from 1 July 2015. As part of this transfer, all defined benefit members will become defined contribution members. As per the fund rules the net surplus of the fund will be available to the Group to be utilised as a reduction of future company contributions towards the defined contribution pension fund. Accordingly a pre-payment asset was raised during the 2014 financial year for R4,8 million. The Group policy is still to fund any deficit in accordance with the Pension Fund Act of 1956 and published regulations issued by the Registrar of Financial Services from time to time.
The fund is subject to the same Act which requires an actuarial valuation every three years. Number of members on 30 June 2015: 4 (30 June 2014: 5).
The fund closed for new entrants on 1 July 1994. |
|
|
| |
|
|
26.2 |
Defined-contribution funds |
|
|
| |
|
|
|
26.2.1 Clover SA pension fund |
|
|
| |
|
|
|
This is a defined-contribution fund. The value of this fund determines the benefits which accrue to members. The Group has no obligation other than its normal contributions. Number of members on 30 June 2015: 1 102 (30 June 2014: 990). |
|
|
| |
|
|
|
26.2.2 Clover SA provident fund |
|
|
| |
|
|
|
This is a defined-contribution fund. The value of the fund determines the benefits which accrue to members. The Group has no obligation other than its normal contributions. Number of members on 30 June 2015:6 143 (2014: 5 415). |
|
|
| |
|
|
26.3 |
Amounts recognised in profit or loss |
|
|
| |
|
|
|
Contributions for the Group for the current year: |
|
|
| 105 |
101 |
|
|
Defined-benefit fund |
|
|
| 34 985 |
32 008 |
|
|
Pension fund |
|
|
| 53 749 |
44 856 |
|
|
Provident fund |
|
|
| 88 839 |
76 965 |
|
|
Total contributions recognised in profit or loss |
|
|
| GROUP |
|
|
|
COMPANY |
| 2015 |
2014 |
|
|
|
2015 |
2014 |
| R’000 |
R’000 |
|
|
|
R’000 |
R’000 |
| |
|
27 |
Commitments and contingencies |
|
|
| |
|
|
|
27.1.1 Operating lease commitments – Group as lessee |
|
|
| |
|
|
|
The Group entered into an outsourcing agreement whereby the Group is provided with distribution and milk collection vehicles. The Group also entered into commercial leases on motor vehicles and machinery. These leases have an average life of between three and ten years, with renewal options included on some of the contracts. There are no restrictions placed upon the lessee by entering into these lease contracts. |
|
|
| |
|
|
|
Future minimum lease payments are as follows: |
|
|
| 289 823 |
286 374 |
|
|
Within one year |
|
|
| 847 451 |
1 003 852 |
|
|
After one year but not more than five years |
|
|
| 535 302 |
1 450 868 |
|
|
More than five years |
|
|
| 1 672 576 |
2 741 094 |
|
|
Total lease payments payable |
|
|
| |
|
|
|
27.1.2 Operating lease commitments – Group as lessor |
|
|
| |
|
|
|
The Group has entered into commercial property leases on its investment property portfolio, consisting of the Group’s surplus offices and manufacturing buildings. These non-cancellable leases have remaining terms of between one and five years. All leases include a clause to enable upward revision of the rental charge on an annual basis according to prevailing market conditions. |
|
|
| |
|
|
|
Future minimum rentals receivable under non-cancellable operating leases as at 30 June 2015 are as follows: |
|
|
| 7 609 |
2 993 |
|
|
Within one year |
|
|
| 8 607 |
9 387 |
|
|
After one year, but not more than five years |
|
|
| 16 216 |
12 380 |
|
|
Total lease payments receivable |
|
|
|
GROUP
2015 |
|
|
|
GROUP
2014 |
| Minimum
payments |
Present
value of
payments |
|
|
|
Minimum
payments |
Present
value of
payments |
| R’000 |
R’000 |
|
|
|
R’000 |
R’000 |
| |
|
|
|
27.1.3 Finance leases and hire purchase agreements |
|
|
| |
|
|
|
The Group has finance leases and hire purchase contracts for various items of plant, machinery
and vehicles. These leases have no terms of renewal, purchase options or escalation clauses. |
|
|
| |
|
|
|
Future minimum lease payments with the present value of the net minimum lease payments
are as follows: |
|
|
| 8 248 |
5 196 |
|
|
Within one year |
14 195 |
12 752 |
| 41 488 |
31 739 |
|
|
After one year but not more than five years |
17 836 |
12 599 |
| 49 736 |
36 935 |
|
|
Total minimum lease payments |
32 031 |
25 351 |
| (12 801) |
|
|
|
Less: Amounts representing finance charges |
(6 680) |
|
| 36 935 |
36 935 |
|
|
Present value of minimum lease payments |
25 351 |
25 351 |
|
|
|
GROUP |
|
|
|
|
COMPANY |
| 2015 |
2014 |
|
|
|
|
2015 |
2014 |
| R’000 |
R’000 |
|
|
|
|
R’000 |
R’000 |
| |
|
|
|
27.1.4 Capital commitments |
|
|
| 146 225 |
286 966 |
|
|
Capital expenditure authorised and contracted for |
|
|
| 29 305 |
53 787 |
|
|
Capital expenditure authorised but not contracted for |
|
|
| 175 530 |
340 753 |
|
|
Total capital commitments |
|
|
| |
|
|
|
Commitments will be spent within the next three to four years. The capital expenditure will be funded from Group funds. Included in the prior year capital expenditure authorised and contracted for is R150 million for the acquisition of Dairybelle. |
|
|
|
GROUP |
|
|
|
|
COMPANY |
| 2015 |
2014 |
|
|
|
|
2015 |
2014 |
| R’000 |
R’000 |
|
|
|
|
R’000 |
R’000 |
| |
|
28 |
Related party disclosure |
|
|
| |
|
|
Transactions with related parties are made at market related prices. Outstanding balances at the year-end are unsecured. No interest is paid on current accounts. There have been no guarantees provided or received for any related party receivables or payables except for a sub-ordination agreement with Clover Namibia and Clover West Africa. During the year under review, additional impairment was raised on the loan from Clover SA to Clover West Africa of R5,9 million (2014: R9,1 million) and a reversal of the prior year impairments on the loan to Clover Namibia of R5,5 million (2014: R5,4 million – impairment). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates. |
|
|
| |
|
|
28.1 |
With regard to operating activities with subsidiaries and joint ventures, the following transactions took place during the year: |
|
|
| |
|
|
|
(a) |
Fees earned by CIL for services rendered to Group Companies |
|
|
| |
|
|
|
|
Clover SA – Subsidiary |
49 369 |
45 892 |
| |
|
|
|
|
Total fees earned by CIL for services rendered to Group Companies |
49 369 |
45 892 |
| |
|
|
|
(b) |
Amounts due to CIL from Group Companies |
|
|
| |
|
|
|
|
Clover SA – Subsidiary |
502 298 |
401 925 |
| |
|
|
|
|
Total amounts due to CIL from Group Companies |
502 298 |
401 932 |
| |
|
|
|
(c) |
CIL received the following dividends during the year from Group Companies |
|
|
| |
|
|
|
|
Clover SA – Subsidiary |
50 000 |
45 000 |
| |
|
|
|
|
Total dividends received by CIL from Group Companies |
50 000 |
45 000 |
| |
|
|
28.2 |
With regard to business done with Non-Executive Directors or legal entities that are related to them, the following transactions took place: |
|
|
| |
|
|
|
Milk purchased from the following Non-executive Directors by Clover SA: |
|
|
| – |
2 009 |
|
|
MG Elliott (resigned 26 November 2013) |
|
|
| – |
20 078 |
|
|
JC Hendriks (Dr) (resigned 13 March 2014) |
|
|
| 118 495 |
92 409 |
|
|
WI Büchner |
|
|
| 42 870 |
31 527 |
|
|
NA Smith |
|
|
| 11 888 |
3 598 |
|
|
PR Griffin (appointed 13 March 2014) |
|
|
| 173 253 |
149 621 |
|
|
Total milk purchased from Non-executive Directors |
|
|
| |
|
|
|
Refer to note 32 for more information regarding compensation of Directors and key management personnel. |
|
|
| |
|
|
28.3 |
Loans advanced to Directors and senior management outstanding |
|
|
| |
|
|
|
Executive Director |
|
|
| 13 019 |
14 238 |
|
|
JH Vorster |
13 019 |
14 238 |
| |
|
|
|
Other Executives |
|
|
| 2 625 |
2 573 |
|
|
JHF Botes (Dr) |
2 625 |
2 573 |
| 15 644 |
16 811 |
|
|
Total |
15 644 |
16 811 |
|
|
|
|
Refer to note 17 for more details around the terms of the loans. |
|
|
|
|
29 |
Financial instruments |
|
The Group treasury function does not operate as a profit centre, but rather provides financial services to the divisions and Group companies, coordinates access to credit and loan facilities and manages the financial risks relating to the Group’s operations. The Group’s objective in using financial instruments is to reduce the uncertainty over future cash flows arising from movement in currency and interest rates. Currency and interest rate exposure is managed within Board-approved policies and guidelines which restrict the use of derivatives to the hedging of specific underlying currency and interest rate exposures. |
| |
29.1 |
Financial risk management |
| |
|
The Group has exposure to the following risks from its use of financial instruments:
– credit risk
– liquidity risk
– market risk: foreign currency, interest rate and share price risk
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk and the Group’s management of capital. Further quantitative disclosures are included throughout these consolidated and separate financial statements.
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Audit and Risk Committee, is responsible for developing and monitoring the Group’s risk management policies. The Committee reports regularly to the Board of Directors on its activities.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Audit and Risk Committee is assisted in its oversight role by Clover Risk Management, assisted by Deloitte Risk Management. Risk Management undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Committee. |
| |
|
a. |
Credit risk management |
| |
|
|
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s receivables from customers and investment securities.
Credit risk primarily relates to potential exposure on bank and cash balances, investments, derivatives and trade receivables. The Group limits its exposure arising from money market and derivative instruments by only dealing with well-established financial institutions of high credit standing. The Group is exposed to credit risk in the form of trade receivables. The maximum exposure is the carrying amount as disclosed in note 29.5. Historically, Group bad debts have been negligible and the management of debtors payment terms have been very successful. Trade receivables comprise a large number of debtors, but with significant concentration in value on the country’s major retail and wholesale chains, credit is extended in terms of the Group’s credit policies. In the opinion of the Board there was no significant credit risk at year-end which had not been adequately provided for.
The Group limits its exposure to credit risk by only investing in reputable institutions with high credit ratings.
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the Group’s customer base, including the default risk of the industry and country in which customers operate, has less of an influence on credit risk. Approximately 79,5% (2014: 73,6%) of the Group’s credit sales is attributable to sales transactions with the major national chain stores of good credit standing. However, geographically there is no concentration of credit risk.
The responsibility for effective credit management rests with the Chief Financial Officer. The granting of credit is governed by a policy for the approval and authorisation levels for new credit applications and revision of credit limits.
The credit policy requires that each new customer is analysed individually for creditworthiness before the Group’s standard payment and delivery terms and conditions are offered. Any variations in authorisation levels must be approved in terms of the credit policy. The review includes obtaining and evaluating trade references, bank codes, financial statements and trade history. Depending on the customer profile and credit limit required, further information on Directors and a credit bureau report will be obtained. With the exception of the major national chain stores, where credit risks are assessed as low, credit limits are established for each customer, which represents the maximum open amounts.
Most of the Group’s customers have been transacting with the Group for many years and the Group has had a steady customer base. In monitoring customer credit risk, customers are grouped accordingly to their credit characteristics, including whether they are chain stores, general trade or wholesalers.
Additional credit is withheld from customers, excluding the major national chain stores, that have defaulted on their payments, until the situation has been resolved.
The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments. The main component of this allowance is a specific loss component that relates to individually significant exposures.
As a general rule, sureties must be obtained for all new accounts, unless the Group waives its rights in this regard, backed by a low credit risk assessment. |
| |
|
b. |
Liquidity risk management |
| |
|
|
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions. Refer to note 29.4 for detailed analysis of liquidity exposure.
The Group manages liquidity risk by monitoring actual and budgeted cash flows and ensuring that adequate borrowing facilities are maintained.
The Group ensures that it has sufficient cash on demand to meet expected operational demands, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. In addition the Group maintains the lines of credit as can be viewed in note 22.
The Group monitors the liquidity risk using a recurring liquidity planning tool. This tool considers the maturity of both its financial investments and financial assets and projected cash flows from operations.
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, finance leases, funding through securitisation of debtors book and hire purchase contracts.
The Group’s policy is that not more than 25% (2014: 25%) of long-term borrowings should mature in the next 12-month period. In less than one year, the Group’s long-term debt of 20,3% (2014: 1,5%) will mature at year-end based on the carrying value of borrowings reflected in the financial statements. Trade creditors form an important part of the short-term financing of the Group’s working capital. Careful management and control of trade creditors is applied to ensure maximum use of what is viewed as interest-free debt.
The following guarantees were in place: |
| |
|
|
| Guarantees |
2015
Rm |
2014
Rm |
| Municipalities |
15,60 |
15,29 |
| Other |
0,42 |
0,35 |
| |
16,02 |
15,64 |
|
| |
|
c. |
Market risk management |
| |
|
|
Market risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return of risk.
The Group buys and sells derivatives in the ordinary course of business in order to manage market risks. All such transactions are carried out within the guidelines set by the Risk Management Policy. |
| |
|
|
| (i) |
Foreign currency risk management |
| |
The Group is exposed to currency risk on sales and purchases that are denominated in a currency other than the respective functional currencies of Group entities. Currencies primarily exposed to from time to time are the Euro, US Dollar, Botswana Pula, British Pound and the Nigerian Naira. Certain exchange rate exposures are hedged through the use of forward exchange contracts. No forward exchange contracts were in place at year end.
The Group hedges amounts greater than R2 million (2014: R2 million) denominated in a foreign currency. Forward exchange contracts are used to hedge currency risk, when applicable, most with a maturity of less than one year from the reporting date. When necessary, forward exchange contracts are rolled over at maturity.
Foreign currency sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in exchange rates of the Euro, US Dollar and the Pula. The Group’s exposure to foreign currency changes for all other currencies is not material. |
|
|
| GROUP 2015 |
|
|
|
GROUP 2014 |
Change
in rate |
Effect on
profit
before tax
R’000 |
Effect on
equity
R’000 |
|
|
|
Change
in rate |
Effect on
profit
before tax
R’000 |
Effect on
equity
R’000 |
| |
|
|
|
|
Foreign subsidiaries – equity |
|
|
|
| +10% |
|
|
|
|
Rand – strengthening |
+10% |
|
|
| |
|
(17 134) |
|
|
Loss on Pulas |
|
|
(13 078) |
| |
|
5 066 |
|
|
Profit on Naira |
|
|
4 472 |
| -10% |
|
|
|
|
Rand – weakening |
-10% |
|
|
| |
|
17 134 |
|
|
Profit on Pulas |
|
|
13 078 |
| |
|
(5 066) |
|
|
Loss on Naira |
|
|
(4 472) |
|
(ii) |
Interest rate risk management |
| |
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s interest-bearing loans and borrowings with fixed and variable rates. The risk is managed by maintaining an appropriate mix of fixed and floating rates. |
|
|
GROUP
2015
R’000 |
|
|
GROUP
2014
R’000 |
| |
|
At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was: |
|
| 400 000 |
|
Fixed-rate instruments |
416 755 |
| 855 177 |
|
Variable-rate instruments |
460 097 |
| 1 255 177 |
|
|
876 852 |
| |
|
Interest rate sensitivity |
|
| |
|
An increase/decrease of 100 basis points (2014: 100 basis points) in interest rates at the reporting date would have affected profit before taxation, by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The analysis is performed on the same basis for the prior year. |
|
| |
|
Increase of 100 basis points |
|
| (8 552) |
|
Decrease in profit before tax |
(4 601) |
| |
|
Decrease of 100 basis points |
|
| 8 552 |
|
Increase in profit before tax |
4 601 |
| |
|
(iii) |
Share price risk management |
| |
The Group is affected by the movement in its share price due to the share appreciation rights issued to management. The Group entered into forward share purchases to hedge 2 132 695 of the share appreciation right issued to management. Refer to note 14 for more detail. |
|
|
| |
|
Forward share purchases sensitivity |
|
| |
|
An increase/decrease of 10 percent (2014: 10 percent) in the share price at the reporting date would have affected profit before taxation by the amounts shown below. This analysis assumes that all other variables remain constant. |
|
| |
|
Increase of 10 percent in share price |
|
| 3 754 |
|
Increase in profit before tax |
3 585 |
| |
|
Decrease of 10 percent in share price |
|
| (3 754) |
|
Decrease in profit before tax |
(3 585) |
| |
|
(iv) Fuel price risk management |
|
| |
|
The Group is effected by the volatility of the diesel price. Its operating activities require the ongoing purchase of diesel for logistic purposes. |
|
| |
|
Based on an 11 month forecast about the required diesel supply, the Group hedged the purchase price of diesel using a futures contract linked to the Rand Ice Gas Oil Price. The Group hedged 18 150 000 litres of diesel, which is equivalent to 11 months diesel usage. The hedge commenced on 26 June 2015 and expires on 26 May 2016. |
|
| |
|
Diesel hedge sensitivity |
|
| |
|
An increase/decrease of 10 percent in the diesel price at the reporting date would have effected profit before taxation, by the amounts shown below. This analysis assumes that all other variables remain constant. The analysis is performed on the same basis for the prior year. |
|
| |
|
Increase of 10 percent in diesel price |
|
| 21 344 |
|
Increase in profit before tax |
– |
| |
|
Decrease of 10 percent in diesel price |
|
| (21 344) |
|
Decrease in profit before tax |
– |
| |
29.2 |
Capital management |
|
| |
|
Capital consists of ordinary share capital, as well as ordinary share premium. |
|
| |
|
A combination of retained earnings, senior debt, term asset finance, commodity finance and general banking facilities are used to fund the business. The bulk of the Group’s debtors forms part of a securitisation programme. This programme came into effect during 2001. Senior debt raised by the programme currently amounts to R900 million (2014: R650 million). The securitisation provides access to senior debt equal to 74,5% (2014: 74,5%) of the debtors’ book. |
|
| |
|
The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings. The Group’s target is to achieve a return on shareholders’ equity of at least 20% in the medium to long term. A return of 14,5% (2014: 8,6%) was achieved. In comparison the weighted average interest expense on interest-bearing borrowings was 7,8% (2014: 7,6%). |
|
| |
29.3 |
Fair value |
|
| |
|
The carrying amount of financial assets and liabilities are a reasonable approximation of fair value due to the short-term maturities of these financial statements. |
|
| |
|
Long-term fixed-rate and variable-rate borrowings are evaluated by the Group based on parameters such as interest rates and repayment periods as at year-end, the carrying amounts of the borrowings are not materially different from the calculated fair value. |
|
|
|
GROUP
2015 |
|
|
0-6
months
R’000 |
6-12
months
R’000 |
1-2
years
R’000 |
2-5
years
R’000 |
5
years
R’000 |
Total
R’000 |
|
|
| |
|
|
|
|
|
29.4 |
Liquidity risk profile |
| |
|
|
|
|
|
|
Maturity profile of financial instruments |
| |
|
|
|
|
|
|
The maturity profile of the financial instruments is summarised as follows for
the Group: |
| |
|
|
|
|
|
|
Financial liabilities |
| 3 812 |
3 732 |
7 502 |
23 455 |
11 235 |
49 736 |
|
Secured loans |
| 37 212 |
36 903 |
557 851 |
437 323 |
– |
1 069 289 |
|
Secured by securitisation of trade debtors |
| 317 008 |
– |
– |
– |
– |
317 008 |
|
Unsecured loans |
| – |
16 023 |
– |
– |
– |
16 023 |
|
Guarantees |
| 2 338 |
– |
– |
– |
– |
2 338 |
|
Bank overdrafts |
| 598 |
2 118 |
2 670 |
– |
– |
5 386 |
|
Financial liabilities |
| 1 284 506 |
45 878 |
10 730 |
10 730 |
– |
1 351 844 |
|
Trade and other payables |
| 1 645 474 |
104 654 |
578 753 |
471 508 |
11 235 |
2 811 624 |
|
Total financial liabilities |
| |
|
|
|
|
|
|
|
GROUP
2015 |
|
|
0-6
months
R’000 |
6-12
months
R’000 |
1-2
years
R’000 |
2-5
years
R’000 |
5
years
R’000 |
Total
R’000 |
|
|
| |
|
|
|
|
|
|
Financial liabilities |
| 6 058 |
5 320 |
1 899 |
7 531 |
7 831 |
28 639 |
|
Secured loans |
| 28 207 |
27 850 |
307 768 |
474 443 |
– |
838 268 |
|
Secured by securitisation of trade debtors |
| 196 434 |
1 408 |
704 |
– |
– |
198 546 |
|
Unsecured loans |
| – |
15 632 |
– |
– |
– |
15 632 |
|
Guarantees |
| 6 476 |
– |
– |
– |
– |
6 476 |
|
Bank overdrafts |
| 1 140 089 |
46 585 |
4 351 |
– |
– |
1 191 025 |
|
Trade and other payables |
| 1 377 264 |
96 795 |
314 722 |
481 974 |
7 831 |
2 278 586 |
|
Total financial liabilities |
| |
|
|
|
|
|
|
At 30 June 2015, the Group had available R30 million (2014: R120 million) of unutilised committed borrowing facilities in respect of which all conditions precedent had been met. |
|
|
COMPANY
2015 |
|
|
0-6
months
R’000 |
6-12
months
R’000 |
1-2
years
R’000 |
2-5
years
R’000 |
5
years
R’000 |
Total
R’000 |
|
|
| |
|
|
|
|
|
|
The maturity profile of the financial instruments is summarised as follows for the Company: |
| |
|
|
|
|
|
|
Financial liabilities |
| 10 073 |
– |
– |
– |
– |
10 073 |
|
Trade and other payables |
| 10 073 |
– |
– |
– |
– |
10 073 |
|
Total financial liabilities |
| |
|
|
|
|
|
|
|
COMPANY
2014 |
|
|
0-6
months
R’000 |
6-12
months
R’000 |
1-2
years
R’000 |
2-5
years
R’000 |
5
years
R’000 |
Total
R’000 |
|
|
| |
|
|
|
|
|
|
Financial liabilities |
| 12 251 |
– |
– |
– |
– |
12 251 |
|
Trade and other payables |
| 12 251 |
– |
– |
– |
– |
12 251 |
|
Total financial liabilities |
| |
|
|
|
|
|
|
|
|
| GROUP |
|
|
|
COMPANY |
Carrying
value
2015
R’000 |
Carrying
value
2014
R’000 |
|
|
|
Carrying
value
2015
R’000 |
Carrying
value
2014
R’000 |
| |
|
|
29.5 |
Credit risk |
|
|
| |
|
|
|
Exposure to credit risk |
|
|
| |
|
|
|
The carrying amount of financial assets represents the maximum exposure to credit risk. |
|
|
| |
|
|
|
Financial assets per class |
|
|
| 1 137 640 |
870 514 |
|
|
Trade receivables |
– |
– |
| 95 469 |
168 673 |
|
|
Other receivables |
522 334 |
418 745 |
| 475 436 |
653 889 |
|
|
Cash and short-term deposits |
40 015 |
35 237 |
| 1 708 545 |
1 693 076 |
|
|
Total financial assets |
562 349 |
453 982 |
| |
|
|
|
Trade receivables |
|
|
| |
|
|
|
The maximum exposure to credit risk for trade receivables at the reporting date by customer type was as follows: |
|
|
| 904 841 |
640 624 |
|
|
Retail chain stores |
|
|
| 68 246 |
71 987 |
|
|
Wholesale chain stores |
|
|
| 164 553 |
157 903 |
|
|
Industrial/Catering/General trade |
|
|
| 1 137 640 |
870 514 |
|
|
Total |
|
|
| |
|
|
|
The ageing of trade receivables at the reporting date is as follows: |
|
|
| 1 059 421 |
821 246 |
|
|
Neither past due not impaired |
|
|
| 56 454 |
40 324 |
|
|
Past due, but not impaired 0 – 30 days |
|
|
| 12 157 |
6 084 |
|
|
Past due but not impaired 31 – 120 days |
|
|
| 9 608 |
2 860 |
|
|
Past due but not impaired 120 days |
|
|
| 1 137 640 |
870 514 |
|
|
Total |
|
|
| |
|
|
|
The movement in the allowance for impairment in respect of trade receivables during the year was as follows: |
|
|
| 3 849 |
3 309 |
|
|
Balance at the beginning of the year |
|
|
| – |
2 428 |
|
|
Increases in impairments |
|
|
| (1 324) |
(1 888) |
|
|
Impairment loss written off |
|
|
| 2 525 |
3 849 |
|
|
Balance at the end of the year |
|
|
| |
|
|
|
The allowance accounts in respect of trade receivables are used to record impairment losses unless the Group is satisfied that no recovery of the amount owing is possible; at that point the amount considered irrecoverable is written off against the financial asset directly. |
|
|
| |
|
|
|
The impairment loss written off relates to customers defaulting on payments and being handed over to lawyers for recovery. |
|
|
| |
|
|
|
|
|
|
|
| GROUP |
|
|
COMPANY |
2015
R’000 |
2014
R’000 |
|
2015
R’000 |
2014
R’000 |
| |
|
30 |
Investment in subsidiary and joint venture |
|
|
| |
|
|
Investment in subsidiary company |
|
|
| |
|
|
Clover SA |
326 735 |
326 735 |
| |
|
|
Share-based payment investment in Clover SA |
8 084 |
26 551 |
| |
|
|
Total investment in subsidiary |
334 819 |
353 286 |
| |
|
|
Share of investment in a joint venture |
|
|
| (253) |
– |
|
Clover Futurelife |
|
|
| 31 878 |
35 066 |
|
Clover Fonterra |
|
|
| 31 625 |
35 066 |
|
|
|
|
|
| Subsidiary and joint venture |
|
Effective interest
in capital |
Gross investment
in subsidiaries
and joint ventures1 |
Profit/(loss)
after
taxation3 |
| Name of
company |
Country of
incorporation |
Nature of business |
2015
% |
2014
% |
2015
R’000 |
2014
R’000 |
2015
R’000 |
2014
R’000 |
| Clover SA2 |
South Africa |
Dairy manufacturing, distribution, sales |
100 |
100 |
334 818 |
353 286 |
282 443 |
97 405 |
| Real Beverage Company |
South Africa |
Manufacturing and sales of fruit juices |
100 |
100 |
361 458 |
190 642 |
(3 231) |
12 581 |
| Clover Botswana |
Botswana |
Dairy manufacturing, distribution, sales |
100 |
100 |
23 111 |
23 111 |
39 488 |
41 892 |
| Clover MilkyWay |
South Africa |
Dairy manufacturing and sales |
100 |
– |
50 050 |
– |
615 |
– |
| Clover Swaziland |
Swaziland |
Distribution and sales of dairy products in Swaziland |
100 |
100 |
1 |
1 |
561 |
1 964 |
| Lactolab |
South Africa |
Testing of dairy products |
100 |
52 |
5 500 |
* |
1 317 |
1 935 |
| Clover Fonterra# |
South Africa |
Marketing, selling and distribution of dairy and related ingredient products |
51 |
51 |
31 878 |
35 066 |
11 192 |
14 306 |
| Clover West Africa |
Nigeria |
Marketing of non-alcoholic beverage products |
100 |
100 |
468 |
468 |
(8 139) |
(7 871) |
| Clover Namibia |
Namibia |
Distribution and sales of dairy products in Namibia |
100 |
100 |
* |
* |
5 641 |
(4 169) |
| Clover Waters |
South Africa |
Marketing, sales, distribution and production of water and Iced Tea |
70 |
70 |
69 392 |
34 997 |
(15 939) |
4 811 |
| Clover Futurelife$# |
South Africa |
Manufactures, distributes, sells and markets a range of functional food products |
50 |
50 |
(253) |
– |
(253) |
– |
|
|
| GROUP |
|
COMPANY |
2015
R’000 |
2014
R’000 |
2015
R’000 |
2014
R’000 |
| |
|
Lactolab |
|
|
| |
|
With effect 1 July 2014 Clover SA bought the remaining 48% issued ordinary shares of Lactolab from Taurus Stock Improvement Co-operative Ltd for an amount of R5,5 million. Therefore, in the 2015 financial year, Clover SA held the entire equity stake in Lactolab and there was no non-controlling interest. |
|
|
| |
|
Subsidiary’s statement of financial position |
|
|
| |
3 541 |
Current assets including cash and cash equivalents R1,9 million and inventory
R0,3 million |
|
|
| |
2 665 |
Non-current assets including property, plant and equipment R2,6 million |
|
|
| |
(1 462) |
Current liabilities including trade and other payables of R0,6 million |
|
|
| |
4 744 |
Equity (Net asset value) |
|
|
| |
52% |
Portion of the Group’s ownership |
|
|
| |
2 467 |
Net asset value of the investment |
|
|
| |
|
Subsidiary’s revenue and profit |
|
|
| |
9 358 |
Revenue |
|
|
| |
(2 012) |
Cost of sales |
|
|
| |
(4 259) |
Sales, marketing, distribution and administrative expenses |
|
|
| |
(325) |
Other operating income/(expenses) |
|
|
| |
(63) |
Net finance income/(cost) |
|
|
| |
2 699 |
Profit before taxation |
|
|
| |
(764) |
Income tax expense |
|
|
| |
1 935 |
Profit for the year |
|
|
| |
52% |
Portion of the Group’s ownership |
|
|
| |
1 006 |
Group’s share of profit for the year |
|
|
| |
1 040 |
Dividend received |
|
|
|
| GROUP |
|
COMPANY |
2015
R’000 |
2014
R’000 |
2015
R’000 |
2014
R’000 |
| |
|
Clover Waters |
|
|
| |
|
Subsidiary’s statement of financial position |
|
|
| 83 513 |
62 383 |
Current assets including cash and cash equivalents Rnil (2014: R11,5 million) and inventory R28,3 million (2014: R23,0 million) |
|
|
| 89 149 |
93 395 |
Non-current assets including property, plant and equipment R52,8 million (2014: R55,5 million) |
|
|
| (5 887) |
(10 319) |
Non-current liabilities including deferred tax R3,9 million (2014: R10,3 million) |
|
|
| (121 882) |
(84 626) |
Current liabilities including trade and other payables of R121,4 million (2014: R84,6 millions) |
|
|
| 44 893 |
60 833 |
Equity (Net asset value) |
|
|
| 70% |
70% |
Portion of the Group’s ownership |
|
|
| 31 425 |
42 583 |
Net asset value of the investment |
|
|
| |
|
Subsidiary’s revenue and profit |
|
|
| 255 730 |
215 609 |
Revenue |
|
|
| (174 730) |
(103 951) |
Cost of sales |
|
|
| (85 231) |
(117 183) |
Sales, marketing, distribution and administrative expenses |
|
|
| (14 578) |
6 773 |
Other operating (expenses)/income |
|
|
| (3 500) |
(2 629) |
Net finance cost |
|
|
| (22 309) |
(1 381) |
Loss before taxation |
|
|
| 6 370 |
6 192 |
Income tax |
|
|
| (15 939) |
4 811 |
(Loss)/profit for the year |
|
|
| 70% |
70% |
Portion of the Group’s ownership |
|
|
| (11 157) |
3 368 |
Group’s share of (loss)/profit for the year |
|
|
| – |
– |
Dividend received |
|
|
|