Business review

• Introduction
• Chairman's report
• Chief Executive's report
• Chief Financial Officer's report
• Six year financial review
• Financial highlights

chief financial officer's report

Financial highlights

	2015/2016	2014/15
	R’000 unless otherwise stated	R’000 unless otherwise stated	% change
Revenue	9 818 717	9 266 251	6,0
EBITDA	753 092	686 659	9,7
EBITDA %	7,7	7,4	0,3
EBIT	564 450	509 072	10,9
EBIT %	5,7	5,5	0,2
Headline EBITDA	758 868	647 709	17,2
Headline EBITDA %	7,7	7,0	0,7
Headline EBIT	570 226	470 122	21,3
Headline EBIT %	5,8	5,1	0,7
Normalised EBITDA	767 361	656 181	16,9
Normalised EBITDA %	7,8	7,1	0,7
Normalised EBIT	578 719	478 594	20,9
Normalised EBIT %	5,9	5,2	0,7
Net finance cost	(112 825)	(74 064)	52,3
Effective tax rate (%)	24,5	22,5	2,0
Headline earnings	356 595	319 343	11,7
HEPS (cents)	188,9	173,6	8,9
Diluted HEPS (cents)	184,7	165,9	11,4
Normalised earnings	362 709	325 443	11,5
Normalised EPS (cents)	192,2	176,9	8,7
Capital Expenditure	423 071	489 753	(13,6)
Return on equity (%)	12,9	14,5	(1,6)
Return on equity excluding exceptional items (%)	13,3	13,5	(0,2)
Cash generated from operations	673 448	160 185	320,4
Dividends per share (cents) – interim	24,21	22,60	7,1
Dividends per share (cents) – final	40,94	33,40	22,6

 

Clover’s Board of Directors believe the financial statements published in this Integrated Annual Report present fairly, in all material respects, the financial position, financial performance and cash flows of Clover Industries Limited in accordance with International Financial Reporting Standards (IFRS), and without material misstatements. The significant accounting policies adopted in the preparation of the financial statements are appropriately described in the financial statements section of this Integrated Annual Report. The Board and senior management is confident that Clover’s internal control system is adequate for preparing accurate financial statements in accordance with IFRS and the requirements of the Companies Act of South Africa.

OVERVIEW

Clover faced numerous economic headwinds for the year ended 30 June 2016. Our interim results released in March stated that the strong 8,1% growth in national raw milk supply during our 2014/15 financial year lowered dairy product market prices throughout the peak milk season in 2015/16. Our dairy segments therefore operated in a price neutral environment throughout the year, while the heatwave of December 2015 increased sales volumes in all product categories. Clover’s new yoghurt and custard categories helped grow our overall sales volume growth by 9,7%.

Higher national milk flow increased our inventory levels substantially in the first six months of the year, although Clover did not increase dairy selling prices until April 2016 to protect market shares in the dairy categories. Clover’s brands traded in line with expectations, buoyed by solid festive season demand for our beverages. As we had increased beverage portfolio selling prices in July 2015, the drought and heatwaves of the 2015/16 summer delivered an exceptional performance for our beverage brands.

The weakening foreign exchange rate throughout the period pushed up cost inflation, which forced Clover to raise selling prices on all product categories in April 2016.

On average, the rand weakened against the euro and dollar when compared to the prior year, which increased plastic and carton packaging material. The Group also experienced sharp increases in ingredients costs. To mitigate further volatility in selling prices, Clover took a decision to hedge diesel prices for the budget year. Although our diesel prices stabilised, we did not necessarily benefit to the same extent when diesel prices dropped from time to time.

Given the ending of our partnership with Danone in the previous financial year, Clover was able to largely replace the Danone volumes through new partnerships, acquisitions and healthy sales of our new and existing products.

Management embarked on a radical cost efficiency drive to mitigate the impact of higher than expected inflationary cost increases across Clover’s value chain. Farm gate milk prices were reduced in August as the national milk intake was still 7,2% higher than the previous year, which had yielded unprecedented growth. Although Clover’s unique milk procurement system (CUMPS) protects against oversupplied raw milk volumes from our own producers, it doesn’t prevent lower prices in the market for dairy products.

A prolonged drought primarily in the Highveld and Kwazulu-Natal increased feed prices due to maize shortages and the scarcity of good quality roughage. Due to the resulting lower milk prices and higher feed costs, raw milk production eased downwards and Clover was compelled to pass price increases on to our producers to protect the primary industry. At the time of writing this report the availability and cost of feed still impacts the producers and there is a current challenge to supply the forecasted market with milk. Nevertheless, milk flow during this spring and summer will determine market conditions for next winter. Businesses and consumers are under pressure due to the current economic headwinds and South Africa’s 0,2% growth GDP forecast for 2016.

COMPREHENSIVE INCOME

Headline Earnings

Headline earnings increased by 11,7% or R37,3 million to R356,6 million. This increase in headline earnings mainly consists of:

• headline operating profit, which improved by 21,3% or R100,1 million
• net finance costs, which lifted by 52,3% or R38,8 million
• headline income tax, which grew by 13,7% or R13,7 million. The effective tax rate based on headline profit before tax and headline tax increased by 2% to 24,5%, which is still well below the 28% companies tax rate as explained under “Profit for the year” later in this report
• share of profit from a joint venture, which increased by 30,4% or R3,3 million
• non-controlling interests, which decreased by 121,2% or R5,6 million.

Headline earnings per share improved by 8,9% (15,3 cents), or 2,8% less than headline earnings, as a result of equity share appreciation rights settled during the year.

Total comprehensive income attributable to shareholders of the parent grew by R31,8 million above the growth in headline earnings. This was mainly due to profits of a capital nature of R22,7 million after tax (which is excluded from headline earnings), and translation of net investment in foreign operations accounted in other comprehensive income of R28,4 million reclassified to profit or loss, which is added back to headline earnings.

Revenue

Revenue improved by 6% or R552,5 million to R9 818,7 million. The cessation of raw milk supply to Danone southern Africa (at cost with no contribution to profit) at 31 December 2014, however, masks the real revenue growth of 7,5%. Raw milk sales declined by 85,1% to R22,8 million as the supply of raw milk to Danone was systematically phased out, but some contract manufacturing proceeded beyond the 31 December 2014 cut-off.

Sale of products increased by 10,0% to R9 102,5 million within overall volume expansion of 9,7%. Clover’s volume and mix changes were primarily due to the strong growth in national raw milk supply of 8,1% during our 2014/15 financial year.

Services rendered to principals contributed R684,5 million to revenue, which was 18,3% lower than the previous year. Notwithstanding the decreased contract manufacturing income from our Ola factory, the phasing out of services rendered to Danone Southern Africa during the second half of the year slowed revenue growth. Most services to Danone and revenue streams from that source were completely phased out by 31 December 2014.

Cost of sales

Cost of sales increased by 8,4% or R543,4 million. Our selling price increases necessitated by rising input costs required more vigorous advertising, causing charges against sales to rise by R28,8 million or 16%.

The cost of raw materials and finished goods acquired for resale increased by 4,3%. Average raw milk prices were 5,1% lower than the previous year, as milk flow only started to really decrease in December, following a year of unprecedented milk flow. Raw material cost increases resulted predominantly from volume and mix changes during the year of 9,7%. Ingredients costs increased by 25%, mainly due to price and mix changes of 15,3% and a 9,7% volume increase. The 15,3% price and mix change is primarily attributed to the weakening rand against the euro and dollar compared to the previous financial year.

The rand weakened in excess of 23% against the dollar and euro from July 2015 to June 2016. Packaging costs increased by 15,4% or R162,8 million primarily as a result of:

• Volume increases of 9,7%,
• a 3,7% HDPE bottle and closure price increase, while PET bottle prices increased by 4,3%
• new products and mix changes, which accounted for 3,1% of the total increase.

Fortunately, the price of cartons did not increase as Clover had already negotiated fixed prices and suppliers did offer discounts.

Milk collection costs lifted 3,2%, given the strong growth in national raw milk supply up to the end of February 2016. The increased milk flow, particularly in UHT volumes, pushed up the cost of transporting milk to long life and concentrated factories.

Manufacturing costs rose by 13,4% year on year. Inflation, volume increase and the newly acquired ex-Dairybelle yoghurt, ex-Dairybelle UHT, ex-Nkunzi MilkyWay, Frankies and Good Hope factories, were primarily responsible for this rise. The year started with higher inventory levels given the national milk flow, but from February 2016 the milk flow eased and production volumes started to decline. Due to the predominantly fixed nature of manufacturing costs and the new factories absorbed into the supply chain, unit manufacturing costs increased 5,2%. Savings achieved from consolidating Clover’s Parow and Stikland factories helped curb these unit manufacturing cost increases.

Primary distribution costs grew by 12,2%, primarily due to inflationary increases, new factories and the resulting complexity and length of supply routes.

Gross profit

Cost of sales increased 8,4% or R543,4 million, in contrast to the 6% or R552,5 million growth in revenue. As a result, gross profit percentage decreased from 30% to 28,4% and gross profit increased by 0,3% or R9,1 million. When excluding the effect of raw milk sales, revenue increased by 7,5% compared to an 10,6% increase in cost of sales, resulting in a decrease in the gross margin from 30,5% to 28,5%.

Other operating income

Other operating income of R73,7 million mainly constituted:

• R20,9 million profit on the sale of property, plant and equipment (PPE) and scrap
• R36,9 million in foreign exchange gains
• Fair value adjustment and bargain purchase of R6,6 million primarily relating to Good Hope and Frankies
• Sundry income of R8,3 million, largely from the canteen.

Selling and distribution costs

Selling and distribution costs fell by 2,6% or R52,1 million, due to a thorough cost efficiency drive to counter the sluggish economy, milk oversupply and unfavourable market pricing. Clover’s staff structure was optimised and no new positions were filled, while Inflationary costs were contained by negotiating more keenly priced contracts, in particular for vehicle and fleet costs. While electricity and fuel costs were realised, Clover had stabilised its input costs to an extent by hedging our diesel usage. As a result, we did not realise the benefits from certain falls in diesel prices.

In total, Clover spent 13% or R30,6 million less on advertising, marketing, research and development costs compared to the prior year. Despite the reduced budget, Clover increased its marketing campaigns and spend by over 30% in the 2014/15 financial year. During the current year Clover leveraged various synergies using an approach focusing on the previous investments in the mother brand.

Administrative expenses

Clover reduced administrative expenses by 2,8% or R8,6 million.

Vacant staff positions were not filled, which helped limit the annual increase in personnel expenditure to just 2,7%.

Head office managed to avoid inflationary increases to overheads and reduced its overall spend by 7,4% or R21 million through:

• not filling vacant positions, particularly at executive level
• reducing training spend through higher Skills Development Levy (SDL) grants received in this period
• a moratorium placed on legal and consulting fees
• cancelling several conferences and special events scheduled for this year.

Restructuring expenses

Approximately R8,5 million was spent on retrenchment costs, which are classified as restructuring expenses.

Operating profit

Operating profit lifted by 10,9% to R564,5 million. Headline operating profit grew by 21,3% to R570,2 million when excluding capital profits and the R28,3 million loss in foreign currency translation reserve through profit or loss. Clover’s restructuring costs remained the same and normalised operating profit also increased by 20,9% to R578,7 million.

Our operating margin improved marginally to 5,7% from 5,5%. The normalised operating margin (normalised operating profit as a percentage of revenue excluding raw milk sales) similarly improved from 5,2% to 5,9%.

Profit for the year

Profit for the year ended 1,8% or R6,2 million higher at R351,9 million. This result was the outcome of a R55,3 million increase in operating profit, a R38,7 million increase in net finance charges, a R13,7 million increase in the income tax expense and a R3,3 million increase in the share of profits from the Clover Fonterra Ingredients joint venture.

Clover’s inventory during the first six months of the year was 20% higher and interest bearing debt was 42% higher than the previous corresponding period. Improved working capital and a reduction in capital expenditure largely contributed to an increase of just R19,3 million in interest bearing debt as at 30 June 2016. The higher net finance charges resulted predominantly from a rate increase in finance charges and the milk flow challenges of the first half of the year.

Clover’s effective tax rate calculated to 24,5%, which was well below the 28% normal corporate tax rate. The effective tax rate increased by 2,0% from the prior year primarily as a result of:

• Increase in non-taxable income (1,35%)
• Increase in non-deductible expense 0,34%
• Increase in special deductions (0,29%)
• Reduction in SAR’s exercised 0,46%
• Once off recognition of deferred tax asset in the prior year 2,97%
• Increase in JV profits (0,15%)

Return on equity

Operating in a price inflationary environment, while variable costs increased ahead of inflation, resulted in Clover’s return on equity (excluding exceptional items) decreasing from 13,5% to 13,3%.

DIVIDENDS

The Company declared and paid an interim dividend of 24,21 cents per share during April 2016. A final dividend of 40,94 cents was declared by the Board, which will bring the final dividend for the current financial year to 65,15 cents.

The Board previously stated that it will during the medium term progressively reduce the dividend cover to lower levels. The total dividends for 2015/16 represent a dividend cover of 2,9 times compared to the 2014/15 dividend cover of 3,1 times. The dividend cover for 2013/14 was 3,2 times although for that year dividends were maintained at the 2012/13 level in line with the Board’s policy to as a minimum maintain dividends in the event that HEPS are less than the previous year.

FINANCIAL POSITION

Non-current assets

Since listing in 2010, Clover has invested heavily in acquisitions and rejuvenating our factories and distribution assets for continual and sustainable growth. This level of investment was needed to maintain Clover’s outstanding reputation for quality products. New acquisitions or the internal development of brands and products must support the further build out of this premium status. Our brand reputation is underpinned by Clover’s chilled distribution network, which is universally regarded as South Africa’s finest. This invaluable asset also required a significant investment to maintain its hard earned reputation.

All of these assets need to be funded, while also maintaining an optimal debt to equity ratio.

Clover invested capital of R366,7 million into tangible assets. This amounts to a R362,5 million increase in property, plant and equipment for the financial year, which excludes depreciation and takes into account capital work in progress movements.

MAJOR CAPITAL PROJECTS DURING THE YEAR WERE:

Description	R’m
Relocate Inhle Production	50,6
Yoghurt Facility	48,1
UHT Optimisation	22,5
Visitors Centre	23,9
Good Hope fixed assets	20,9
Gouda & Feta Expansion	9,6
Relocate Ayrshire MilkyWay	13,3
Expansion Capacity	33,3
IBM Collaboration	44,4

Clover has aligned with government initiatives to grow manufacturing capacity and local business competitiveness, while reducing the consumption of natural resources, especially energy and water. In order to achieve this, Clover engages current government grants such as the Department of Trade and Industry’s Manufacturing Competitive Enhancement Program (MCEP). The Group received R16,1 million in government grants of which R4,5 million was recognised as income through the income statement and the rest applied to reduce the cost of the assets purchased. These grants received are dealt with in terms of section 12P of the Income Tax Act.

Current assets

Clover stated in its December interim results that the strong 8,1% growth in national raw milk supply during our 2014/15 financial year led to a 20% increase in inventory in December 2015. The effects of a prolonged drought primarily in the Highveld and Kwazulu-Natal then caused a sharp decrease in milk supply from early 2016. Clover’s volume and mix changes were caused by the strong growth in national raw milk supply up until December 2015 that provided a 9,7% increase in volumes. Lower selling prices, increased volumes, and a diminished milk flow resulted in inventory levels decreasing by 2,5% or R23,2 million in comparison to the previous corresponding reporting period.

Trade and other receivables were 7,6% higher than at June 2015 resulting from:

• the 9,7% volume increase and the higher values of custard and yoghurt products
• the additional VAT included in accounts receivable caused by the introduction of the vatable custard and yoghurt products also marginally increased debtors
• trade support increased by 17,5% or R29 million as a result of support to new products

Trade receivable days outstanding and bad debts remained at minimal levels when compared to the combined sales of Clover and those principals for which we provide credit management. (Analysts should note that trade receivable days outstanding cannot be deduced from the financial statements as the full receivables of certain distribution principals are included in trade receivables while the revenue of such principals is not included in the Statement of Comprehensive Income. Only fees earned from providing the services involved are included in revenue).

Equity

The share premium account increased by R44,4 million over the prior financial year due to the issue of new ordinary shares that settled vested share appreciation rights in terms of Clover’s SAR Scheme.

Non-current liabilities

An increased investment in working capital and capital expenditure was the primary contributor to a R19,3 million net increase in interest bearing debt (both current and non-current).

Apart from interest bearing debt, non-current liabilities were similar to the previous year, with the exception of the deferred tax liability that increased by R4,1 million due to accelerated wear and tear allowances.

Current liabilities

Clover’s higher volumes, together with our new yoghurt and custard lines, accounted for R33 million or 2,5% increase in trade and other payables.

GEARING

Group gearing decreased from 48,6% to 44,1% at 30 June 2016. The deceased gearing was primarily as a result of retained earnings and enhanced sales. Clover’s gearing is well within our ability to service interest and repayments, while we have the reserve capacity to extend gearing if necessary to fund additional growth opportunities.

CASH FLOW

Clover’s net current assets ratio improved from 1,4 to 1,6. Excluding inventory, the position improved from 0,9 to 1,1. Lower capital expenditure from operating cash flows and improved sales largely drove this improvement.

Cash generated from operations, before working capital changes, totalled R709,7 million compared to R566,7 million reported in the prior year. Higher cash generation was primarily due to the higher profit recorded. In this year, working capital absorbed just R36,2 million of cash compared to the R406,5 million of the prior year. Due to lower milk prices and higher feed costs, milk production slowed from the exceptionally high levels of the preceding 18 months, which considerably eased the need for investment in inventory, trade and other payables. Clover spent a massive R396,6 million less on inventory in comparison to the previous corresponding period. The increases recorded in trade and other receivables was in line with Clover’s growth in invoiced revenue.

Investment activities consumed R332,6 million in cash compared to R556,8 million in the previous year, following the acquisitions of the Dairybelle yoghurt and UHT businesses and the Nkunzi MilkyWay business. Clover also spent R101,4 million less capital on tangible assets.

In terms of financing activities R231,7 million was paid for finance costs and dividends, compared to R154,7 million in the previous year. Clover utilised R19,3 million of additional debt at the end of the year when compared to the previous year to fund investing activities.

Clover reported a net increase in its cash position for the year of R128,4 million.

SEGMENTAL PERFORMANCE

Segmental information is only disclosed to Margin on Materials (MOM) level as Clover’s assets and operations are largely integrated between segments, which makes the allocation of overhead costs to the different segments impractical. Overheads are managed at Group level.

MOM refers to revenue, less raw material, ingredients and packaging costs. Clover’s entry into the yoghurt and custard under our own brands necessitated the establishment of a dedicated fermented products and desserts division to manage our yoghurt, custard, maas (previously included under dairy fluids) and dessert interests.

Dairy Fluids

The dairy fluids segment is now made up of fresh milk, UHT milk, steri milk, ultra-pasteurised milk and cream. It no longer includes maas (traditional fermented milk), which is now reported as part of fermented products and desserts.

Dairy fluids volumes grew by 5,9% for the period. Clover’s UHT volumes increased by 9,9% whilst fresh and ultra-pasteurised milk volumes increased by 2,3%.

The MOM margin, improved by 1% to 40,6%, mainly as a result of lower milk prices given the high milk flow experienced during the last season and the first six months of this financial year. MOM for fluids increased by 3,3% to R1 795,7 million. Price deflation was 5,0% on average while the cost of raw materials and packaging decreased by 1,6% net of the volume effect, following the lower 5,1% average raw milk prices for the year.

Concentrated products

The concentrated dairy products division consists of cheese, butter, condensed milk and retail powders.

Clover’s concentrated dairy product volumes increased by 5,9% following from:

• significant competition in the market as traditional bulk cheese (Clover exited this category during 2009) volumes are being replaced by price competitive 800 or 900-gram bulk pre-packed cheeses;
• Clovers volumes decreased 12% on bulk processed cheese.
• Clovers bulk mozzarella grated dices volumes improved by 28%
• Pre-packed cheese volumes increased 18%
• Processed cheese slices grew 48%, albeit off a low base.
• Feta volumes improved 9,3 %
• Condensed milk volumes were up 7,4%.

The biggest volume contributor to this category is butter, and given limited availability of cream, volumes were down 5,1%.

Revenue for this product group grew by 7,6% based on average price inflation of 1,2%. The price of packaging and raw materials increased 11,2% net of the volume effect. As a result MOM decreased by 1,0% and the MOM margin decreased 2,4% to end the year on R400,7 million.

Ingredients

Although Clover does not at present participate actively in the international dairy ingredients market, we balance seasonal milk and cheese production by annually selling excess skimmed milk and whey powder into the local ingredients market.

The high milk flow caused an increase in the sale of skimmed milk powder during 2015/16 and consequently sales volumes grew by 15,6%. On average prices decreased by 18,5%, mostly due to low commodity prices of skim milk powder. Material and packaging costs were higher given the volumes produced. Revenue decreased by 2,9%, MOM was 54,6% less than the prior year, and the MOM% decreased by 17,1% to 15,0% primarily as a result of the lower pricing.

Non-alcoholic beverages

The Group’s sales of fruit juices, dairy fruit mixes, flavoured milk, water and ice tea are recorded in this segment.

Clover managed to increase its beverage portfolio selling prices in July 2015 as anticipated. The severe heat wave and drought conditions resulted in an exceptional performance of the beverage portfolio during the summer, with beverage volumes increase by 7,3%.

Dairy fruit mix and fruit juice volumes increased by 5,9% and 4,1 % respectively when compared to the previous year. Flavoured milk volumes increasing 8,8%.

Water and ice tea volumes increased 13% on the previous year.

Prices were 7,3% up on the previous year resulting in revenue increasing by 14,6% and the MOM% improving by 2,3% to 55,5%.

Fermented products and desserts

This product group houses the Group’s yoghurt, maas, custard and other desserts products. All these products were launched since January 2015 with the exception of maas that was previously included in dairy fluids.

Volumes grew by 87,2% on the previous year given that the Group only traded in this category for six months in the prior year.

Overall product Group revenue was up 151,8% following the volume increase and the introduction of higher value yoghurt and custard. The MOM % improved from 25,3% to 28,8% given better pricing and improved efficiencies.

Elton Bosch
Chief Financial officer

12 September 2016