Annual financial statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
1. | CORPORATE INFORMATION | ||
Clover Industries Limited (the “Company”) is a company incorporated and domiciled in South Africa. The consolidated financial statements of the Group for the year ended 30 June 2018 comprise the Company and its subsidiary companies (together referred to as the “Group”) and the Group’s interest in jointly controlled entities. The companies within the Group have coterminous year-ends. The consolidated financial statements of Clover Industries Limited for the year ended 30 June 2018 were authorised for issue in accordance with a resolution of the directors on 26 September 2018. The Group’s operations and principal activities are set out in the Directors’ report. | |||
2. | BASIS OF ACCOUNTING | ||
2.1 | Basis of preparation | ||
a. | Statement of compliance | ||
The consolidated and separate financial statements are prepared in compliance with International Financial Reporting Standards (IFRS) and Interpretations of those standards as issued by the International Accounting Standards Board, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by Financial Reporting Standards Council and the South African Companies Act of 2008. | |||
b. | Preparation | ||
The consolidated and separate financial statements are presented in Rands, which is the Company’s functional currency, rounded to the nearest thousand. They are prepared on the historical-cost basis unless otherwise stated. The preparation of financial statements is in conformity with IFRS and requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. These estimates and associated assumptions are based on experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly 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. Judgements made by management that have a significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in note 2.4. The accounting policies set out below have been applied consistently to all periods presented in these financial statements unless stated otherwise. |
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c. | Basis of consolidation | ||
Subsidiaries | |||
Subsidiaries are entities controlled by the Company. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary. Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the equity holders of the parent of the Group 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 assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:
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Transactions eliminated on consolidation | |||
Intra-group balances and unrealised gains and losses or income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Impairment losses on transactions are recognised immediately if the loss provides evidence of a reduction in the recoverable amount of related assets. | |||
Non-controlling interest | |||
Non-controlling interest represents the portion of profit or loss and the net assets not held by the Group and are presented separately in the statement of comprehensive income and within equity in the consolidated statement of financial position, separately from parent shareholders’ equity. | |||
Investment in joint ventures and associates | |||
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies. The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries. The Group’s investments in joint ventures are accounted for using the equity method. Under the equity method, the investment in the associate or joint venture is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share of net assets of the joint venture since the acquisition date. Goodwill relating to the joint venture is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment. The profit or loss reflects the Group’s share of the results of operations of the associate or joint venture. Any change in OCI of those investees is presented as part of the Group’s OCI. In addition, when there has been a change recognised directly in the equity of the joint venture, the Group recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the associate or joint venture are eliminated to the extent of the interest in the associate or joint venture. The aggregate of the Group’s share of profit or loss of the associate or joint venture is shown on the face of the statement of profit or loss outside operating profit and represents profit or loss after tax and non-controlling interests in the subsidiaries of the joint venture. The financial statements of the associate or joint venture are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group. After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in the associate or joint venture. At each reporting date, the Group determines whether there is objective evidence that the investment in the associate or joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its carrying value, then recognises the loss as ‘Share of profit of an associate or joint venture’ in the statement of profit or loss. Upon loss of the joint control over the associate or joint venture, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of joint control and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss. Effective 1 July 2017, Clover Industries indirectly holds a 26% voting rights (0% economic interest) in Dairy Farmers of South Africa (DFSA) through Clover SA. The Group has made an assessment in terms of IFRS 10 and has concluded that it has does not exercise control over DFSA and accordingly has classified the interest in DFSA as an investment in associate due to the Group having significant influence over the associate. Clover will not share in any distributions of DFSA and accordingly no portion of the profits or equity will be attributed to the Group. |
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d. | Changes in accounting policies and disclosures | ||
The accounting policies adopted are consistent with those of the previous financial year. No new and amended IFRS and IFRIC interpretations were adopted by the Group during the year. | |||
2.2 | Standards, interpretations and amendments issued that are not yet effective | ||
At the date of authorisation of the Group annual financial statements for the year ended 30 June 2018, the following standards and interpretations were in issue but not yet effective (it should be noted that the below list is not exhaustive since only standards that are applicable to the Group have been listed): |
Effective for accounting period beginning on or after |
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IFRS 9 Financial Instruments | 1 January 2018 | ||
IFRS 15 Revenue from Contracts with Customers | 1 January 2018 | ||
IFRS 16 Leases | 1 January 2019 | ||
Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets | Effective date | ||
between an Investor and its Associate or indefinitely Joint Venture | deferred indefinitely | ||
IFRIC Interpretation 22 Foreign Current Transactions and Advance Considerations | 1 January 2018 | ||
Long-term interests in Associates and Joint Ventures Amendments to IAS 28 – | 1 January 2019 | ||
IFRS 2 Classification and Measurement of Share-based Payment
Transactions - Amendments to IFRS 2 |
1 January 2018 | ||
Transfers of Investment Property (Amendments to IAS 40) | 1 January 2018 | ||
-IAS 28 Investments in Associates and Joint Ventures - Clarification
that measuring investees at fair value through profit or loss is an investment - by - investment choice |
1 January 2018 | ||
IFRIC Interpretation 23 Uncertainty over Income Tax treatments | 1 January 2019 | ||
Plan Amendment, Curtailment or Settlement - Amendments to IAS 19 | 1 January 2019 | ||
AIP IFRS 3 Business Combinations - Previously held Interests in a joint operation | 1 January 2019 | ||
AIP IFRS 11 Joint Arrangements - Previously held Interests in a joint operation | 1 January 2019 | ||
AIP IAS 12 Income Taxes - Income tax consequences of payments
on financial instruments classified as equity |
1 January 2019 | ||
The Conceptual Framework for Financial Reporting | 1 January 2020 |
The Directors do not anticipate that that the above new standards and amendments to existing standards issued but not yet effective will have a significant impact on the Group and Company except for IFRS 9, IFRS 15 and IFRS 16 as listed below: | ||
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2.3 | New standards, new interpretations and amendments to standards adopted in the current period | |
On 1 July 2017, the Group adopted the following new standards, new interpretations and amendments to standards. |
Effective for accounting period beginning on or after |
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IAS 7 Disclosure Initiative - Amendments to IAS 7 | 1 January 2017 | ||
IAS 12 Recognition of Deferred Tax Assets for Unrealised Losses - Amendments to IAS 12 |
1 January 2017 | ||
AIP IFRS 12 Disclosure of Interests in Other Entities Clarification of the scope of the disclosure requirements in IFRS 12 |
1 January 2017 |
The above standards, with the exception of IAS 7, did not have a material impact on the Group. For more details about the effect of IAS 7 please refer to note 25.2. |
2.4 | Significant accounting judgements and estimates and assumptions | ||||||
The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that might require a material adjustment to the carrying amount of the asset or liability affected in the future. | |||||||
2.4.1 | Judgements | ||||||
In the process of applying the Group’s consolidated accounting policies, management has made judgements, which may have significant effects on the amounts recognised in the financial statements. Such judgements are disclosed in the relevant notes to the consolidated financial statements. | |||||||
Cash flow hedge | |||||||
The Group purchases diesel on an ongoing basis as its operating activities in the distribution division require a continuous supply of diesel for the transport of its own products and those of its principals. The Group’s diesel usage amounts are based on highly probable factors. The long-futures contracts do not result in the physical delivery of diesel, but are designated as cash flow hedges to offset the effect of the prices volatility in diesel. Refer to note 13. | |||||||
Joint ventures | |||||||
Clover Industries indirectly holds a 51% interest in Clover Fonterra and 50,1% of Clover Futurelife respectively through Clover SA. The Group has classified the interests in Clover Fonterra and Clover Futurelife as joint ventures despite the fact that the Group owns more than 50% of the issued share capital. Refer to note 3. | |||||||
Cell captive | |||||||
The cell captive is considered to be a financial asset at fair value through profit or loss and is not consolidated as there is no control due to the fact that the assets and liabilities in the cell captive cannot be ring-fenced as required for consolidation. | |||||||
Operating lease commitments – Group as lessee | |||||||
Leases of assets under which substantially all the risks and benefits of ownership are effectively retained by the lessor are classified as operating leases. Lease payments, net of any incentives received from the lessor under an operating lease, are recognised in profit or loss over the lease term on a straight-line basis and the leased assets are not recognised on the Group’s statement of financial position. |
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2.4.2 | Estimates and assumptions | ||||||
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a risk of causing an adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: | |||||||
Property, plant and equipment | |||||||
The carrying values of property, plant and equipment are based on management’s estimates of the useful lives and residual values. These estimates are based on product life cycles and assessments by engineering and other specialist staff. Refer to note 10. | |||||||
Rebates | |||||||
The Group enters into agreements with many of its customers providing for rebates based upon achievement of specified volumes of sales. For certain agreements, the rebates increase as a proportion of sales as higher quantities or values of sales are made relative to the prior period. Customer rebates affect the recorded value of revenue and trade receivables. A number of agreements are non-coterminous with the Group's financial year, requiring judgment over the level of future sales. At the balance sheet date the Directors make judgments on the amount of rebate that will become payable by the Group under these agreements based upon prices, volumes and product mix. |
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Impairment of non-financial assets | |||||||
The Group assesses whether there are any indicators of impairment for all non-financial assets at each reporting date. Goodwill and other indefinite life intangibles are tested for impairment annually and at other times when such indicators exist. Other non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. When value-in-use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows. Refer to note 12. |
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Share-based payments – equity | |||||||
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value requires determining the most appropriate valuation model for a grant of equity instruments, which is dependent on the terms and conditions of the grant. The Group is currently using the Hull-White Trinominal Lattice model. This also requires determining the most appropriate inputs to the valuation model and making assumptions about them. Refer to note 31. | |||||||
Deferred tax assets | |||||||
Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and level of future taxable profits together with future tax planning strategies. | |||||||
Income tax expense | |||||||
Taxes are a matter of interpretation and subject to changes. The Group makes use of tax experts to advise on all tax matters. Estimations of normal company tax and capital gains tax (“CGT”) are based on the advice and management’s interpretation thereof. | |||||||
Fair value measurement of financial instruments | |||||||
When the fair values of financial assets and financial liabilities recorded in the statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow (“DCF”) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. See note 29 for further disclosures. | |||||||
Cell captive | |||||||
The cell captive was entered into to provide insurance to the farmers (the legal structure of a cell is simply required due to FSB regulation) the investment in the cell is managed on a fair value basis by Clover. The value of the cell is determined every year-end by Guardrisk, taking into account the fair value of the instruments invested in at year-end and the liability for future claims as determined through actuarial assessment. Refer to note 13. | |||||||
Put and Call options | |||||||
The value of the call option was calculated by comparing the expected price as per the contract to a price calculated by using a discounted cash flow model. Estimates and assumptions were made relating to the future cash flows and the discount rate being used. Refer to note 13. Non-controlling interest put options are put options over non-controlling interests accounted for using the present access method. Written put options in respect of which the Group does not have an unconditional right to avoid the delivery of cash, are recognised as financial liabilities. Under this method, the non-controlling interest is not derecognised when the financial liability in respect of the put option is recognised, as the non-controlling interest still has present access to the economic benefits associated with the underlying ownership interest. Non-controlling interest put options are initially recognised at the present value of expected future cash flows and subsequently re-measured at the present value of expected future cash flows with any changes in value (accretion and interest) through equity. Refer to note 22. |
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2.5 | Summary of significant accounting policies | ||||||
a. | Financial instruments | ||||||
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets include, in particular, cash and cash equivalents, trade receivables and other originated loans and receivables as well as derivative and non-derivative financial assets held for trading. Financial liabilities generally substantiate claims for repayment in cash or another financial assets. In particular, this includes interest-bearing loans and borrowings, trade payables, liabilities to banks, finance lease payables and derivative financial liabilities. | |||||||
Initial recognition and off-setting | |||||||
Financial instruments are generally recognised as soon as the Group becomes a party under the contractual regulations of the financial instruments. In general, financial assets and financial liabilities are offset and the net amount presented in the statement of financial position, when and only when, the entity currently has a legally enforceable right to set-off the recognised amounts and intends to settle on a net basis or to realise the asset and settle the liability simultaneously. No set-off has occurred during the current and previous financial year. | |||||||
Derecognition | |||||||
A financial asset (or, where applicable a part of financial asset or part of a group of similar financial assets) is derecognised when:
When the Group has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Group’s continuing involvement with the asset. Continuing involvement that takes a form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay. A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of the existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability and the difference in the respective carrying amounts is recognised in profit or loss. |
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Impairment of financial assets | |||||||
The Group assesses, at each reporting date, whether there is objective evidence that a financial asset or a group of financial assets is impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred “loss event”), has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial re-organisation and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. | |||||||
Assets carried at amortised cost | |||||||
If there is objective evidence that an impairment loss on assets carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced through use of an allowance account. The amount of the loss is recognised in profit or loss. 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, to the extent that the carrying value of the asset does not exceed the amortised cost that would have been recognised had no impairment been recognised in the past. Any subsequent reversal of an impairment loss is recognised in profit or loss. In relation to trade receivables, a provision for impairment is made when there is objective evidence (such as the probability of insolvency or significant financial difficulties of the debtor) that the Group will not be able to collect all of the amounts due under the original terms of the invoice. The carrying amount of the receivable is reduced through use of an allowance account. Impaired debts are derecognised when they are assessed as uncollectable. |
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a | (i) Financial assets | ||||||
Initial recognition | |||||||
When financial assets are recognised initially, they are measured at fair value plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. The Group determines the classification of its financial assets after initial recognition and, where allowed and appropriate, re-evaluates this designation at each financial year-end. All regular-way purchases and sales of financial assets are recognised on the trade date, i.e. the date that the Group becomes a party to the transaction. Regular-way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention within the marketplace. | |||||||
Financial assets at fair value through profit or loss | |||||||
Financial assets at fair value through profit or loss includes financial assets held for trading, cell captives, call option and financial assets designated upon initial recognition as at fair value through profit or loss. Financial assets are classified as held-for-trading if they are acquired for the purpose of selling in the near-term. Derivatives are also classified as held-for-trading unless they are designated as effective hedging instruments or a financial guarantee contract. Gains and losses on investments held-for-trading are recognised in profit or loss. |
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Loans and accounts receivables | |||||||
Loans and accounts receivables are non-derivative financial assets with fixed determinable payments that are not quoted in an active market. After initial measurement loans and receivables are subsequently carried at amortised cost using the effective interest method less any allowance for impairment. Amortised cost is calculated taking into account any discount or premium on acquisition and includes fees and transaction costs that are an integral part of the effective interest rate. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process. | |||||||
Cash and cash equivalents | |||||||
Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and short-term deposits with a maturity of three months or less and which are subject to an insignificant risk of changes in value. For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts. |
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a | (ii) Financial liabilities | ||||||
Trade and other payables | |||||||
Short-term trade payables are non-interest-bearing and carried at the original invoice amount. | |||||||
Financial liabilities at fair value through profit or loss | |||||||
Financial liabilities at fair value through profit or loss includes derivatives not designated as hedging instruments, put option and financial liabilities designated upon initial recognition as at fair value through profit or loss. | |||||||
Interest-bearing loans and borrowings | |||||||
All loans, borrowings and financial liabilities are initially recognised at fair value plus directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the liabilities are derecognised, as well as through the amortisation process. Finance cost are expensed through profit or loss as incurred. | |||||||
b | Financial statements of foreign operations | ||||||
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to Rand at foreign exchange rates ruling at the reporting date. The income and expenses of foreign operations are translated to Rand at rates approximating the foreign exchange rates ruling at the date of the transaction. The exchange differences arising on translation for consolidation are recognised in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognised in profit or loss. | |||||||
c | Foreign currency transactions | ||||||
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to Rand at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the profit or loss. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Exchange differences arising on translation of foreign subsidiaries during consolidation are recognised in OCI. | |||||||
d | Derivative financial instruments | ||||||
The Group uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate risks arising from operational, financing and investment activities. In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments for trading purposes. Derivative financial instruments are recognised initially at fair value. Subsequent to initial recognition, derivative financial instruments are re-measured at fair value. The gain or loss on re-measurement to fair value is recognised immediately in profit or loss. The fair value of forward-exchange contracts is their quoted market price at the reporting date, being the present value of the quoted forward price for contracts with similar maturity profiles. The change in the fair value of the hedging derivative is recognised in profit or loss. | |||||||
e | Cash flow hedges | ||||||
The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the statement of profit or loss. The ineffective portion relating to foreign currency contracts is recognised in finance costs and the ineffective portion relating to commodity contracts is recognised in other operating income or expenses. Amounts recognised as OCI are transferred to profit or loss when the hedged transaction affects profit or loss, such as when the hedged financial income or financial expense is recognised or when a forecast sale occurs. When the hedged item is the cost of a non-financial asset or non-financial liability, the amounts recognised as OCI are transferred to the initial carrying amount of the non-financial asset or liability. If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover (as part of the hedging strategy), or if its designation as a hedge is revoked, or when the hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss previously recognised in OCI remains separately in equity until the forecast transaction occurs or the foreign currency firm commitment is met. |
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f | Property, plant and equipment | ||||||
Owned assets | |||||||
Property, plant and equipment are stated at cost, excluding the costs of day-to-day servicing, less accumulated depreciation and accumulated impairment losses. Such cost includes the cost of replacing significant parts of such plant and equipment when that cost is incurred if the recognition criteria are met. When each major service and/or inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. The carrying amount of the replaced part or service is derecognised. All property, plant and equipment are subsequently measured at cost less accumulated depreciation and accumulated impairment losses. The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognised in profit or loss whenever the carrying amount of an asset exceeds its recoverable amount. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year in which the asset is derecognised. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively, if appropriate, at each financial year-end. | |||||||
Depreciation | |||||||
Depreciation is recognised in profit or loss on a straight-line basis over the estimated
useful lives of the item of property, plant and equipment. Significant parts and
inspections are separately depreciated. Land is not depreciated. The estimated useful
lives are as follows: Buildings: 10 to 50 years Plant: 3 to 30 years Furniture and equipment: 3 to 20 years Vehicles: 5 to 10 years |
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g | Non-current assets held for sale | ||||||
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met, only when the sale is highly probable and the asset is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such asset. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification. Non-current assets classified as held for sale are measured at the lower of the assets’ previous carrying amount and fair value less costs to sell, other than financial assets and deferred tax assets which continue to be measured in accordance with their relevant accounting standards. When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a non-controlling interest in its former subsidiary after the sale. Property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale. |
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h | Impairment of non-financial assets | ||||||
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable value. An asset’s recoverable value is the higher of an asset’s or cash-generating unit’s fair value less cost of disposal and its value-in-use, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or a group of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses of continuing operations are recognised in profit or loss in those expense categories consistent with the function of the impaired asset. For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. The increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in previous years. Such a reversal is recognised in profit or loss. After such a reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. |
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i | Leases | ||||||
The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement at inception date and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and whether the arrangement conveys a right to use the asset. | |||||||
Group as a lessee | |||||||
Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term. Operating lease (those leases that do not transfer substantially all the risks and rewards) payments are recognised as an expense in profit or loss on a straight-line basis over the lease term. | |||||||
Group as a lessor | |||||||
Leases where the Group retains substantially all the risks and benefits incidental to ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating operating leases are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. |
|||||||
j | Investment properties | ||||||
Investment properties are properties which are held either to earn rental income or capital appreciation or both. Investment properties are initially measured at cost, including transaction costs. Investment properties are subsequently measured at cost less accumulated depreciation and accumulated impairment. They are tested for impairment if there is an indication of impairment. The estimated useful lives of investment properties are 10 to 50 years and are depreciated using the straight-line basis. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met and excludes the costs of day-to-day servicing of an investment property. The carrying amount of the replaced part or service is derecognised. Investment properties are derecognised either when they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in profit or loss in the year of retirement or disposal. Transfers are made to investment property when, and only when, there is a change in use, evidenced by the ending of owner-occupation, commencement of an operating lease to another party or construction or development. Transfers are made from investment property when, and only when, there is a change in use, evidenced by commencement of owner-occupation or commencement of development with a view to sale. |
|||||||
k | Intangible assets | ||||||
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangible assets are not capitalised and expenditure is charged in profit or loss in the year in which the expenditure is incurred. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised over their useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life is reviewed at least at each financial year-end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, and treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in profit or loss in the expense category consistent with the function of the intangible asset. Intangible assets with indefinite useful lives are tested for impairment annually, either individually or at the cash-generating unit level. Such intangibles are not amortised. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made on a prospective basis. |
|||||||
Trademarks, customer lists and software licences | |||||||
Trademarks, patents, customer lists and software licences are measured on initial recognition at cost. Impairment testing is done annually or more frequently when an indication of impairment exists. Gains or losses arising from the de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the profit or loss when the asset is derecognised. Following initial recognition they are amortised on a straight-line basis over a period: Right of use assets: 5 yearsTrademarks and customer lists: 10 to 15 years Software: 5 to 10 years |
|||||||
Research expenses | |||||||
Research expenses are recognised in profit or loss as incurred. | |||||||
l | Inventories | ||||||
Inventories are valued at the lower of cost and net realisable value. Costs incurred in bringing each product to its present location and condition are accounted for as follows: Raw materials: purchase cost on a first-in, first-out basis. Finished goods and work in progress: cost of direct materials and labour and a portion of manufacturing overheads, based on normal operating capacity but excluding finance cost. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. |
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m | Employee-related obligations | ||||||
It is the policy of the Group to provide for pension liabilities by payments to separate funds, independent of the Group, and contributions are recognised in profit or loss. Surpluses are not accounted for if they accrue to members of the fund. | |||||||
Defined contribution funds | |||||||
Obligations for contributions to defined contribution pension and provident plans are recognised as an expense in profit or loss as incurred. A corresponding liability is included in trade payables for unpaid contributions at year-end. | |||||||
Leave pay | |||||||
Employees' entitlement to annual leave is recognised when the service is rendered and the obligation accrues. A provision is made on the estimated liability for annual leave as a result of services rendered by employees up to the amount of the accumulated leave obligation. | |||||||
Long-service award bonus | |||||||
The Group reward employees with long service by remunerating them with a lump sum after a specific number of years of services. Refer to note 33 for further detail on valuation method and results. | |||||||
n | Revenue recognition | ||||||
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, taking into account discounts or rebates. With effect from 1 April 2018 the Health Promotion Levy (“sugar tax”), which is administered by the Customs and Excise Act of 1964, was introduced in South Africa. Sugar tax is not directly related to sales, unlike value-added tax (VAT). It is not recognised as a separate item on invoices. Sugar tax is not always directly passed on to customers and the Group cannot reclaim sugar tax (unlike VAT) where customers do not pay for products received. The Group considers sugar tax as a cost to the Group and reflects it in cost of sales and consequently any sugar tax that is recovered in the sales price is included in revenue. Revenue consists of distribution, sales and merchandising services rendered; contract manufacturing; and rental income. The following specific recognition criteria must also be met before revenue is recognised: |
|||||||
Sales of products | |||||||
Invoiced product sales are recognised as revenue, excluding value-added taxation but inclusive of sugar tax. Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. Revenue comprises invoiced gross sales of products, less discounts, rebates and provisions for product claims. | |||||||
Services rendered | |||||||
Revenue from the rendering of services is recognised based on the stage of completion of the service. Services are recognized once the delivery has been made and the performance obligations have been met. | |||||||
Finance income | |||||||
Revenue is recognised as interest accrues (using the effective interest rate – i.e. the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial asset). The Group deposits surplus funds at financial institutions and does not act as a supplier of finance to third parties. Interest received is recognised as finance income. | |||||||
Dividends received | |||||||
Dividends are recognised when the right to receive payment is established. | |||||||
Rental income | |||||||
Rental income from investment property is recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the rental income. To optimise the Group’s return on the vast number of non-investment properties it owns, the Group enters into rental agreements from time to time. Income in this regard is recognised as revenue. | |||||||
o | Cost of sales | ||||||
Cost of sales consists of the following:
|
|||||||
p | Finance costs | ||||||
For all financial instruments measured at amortised cost and interest-bearing financial assets classified as available-for-sale, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Interest income is included in finance income in the statement of profit or loss. | |||||||
q | Taxes | ||||||
Current taxation | |||||||
Current taxation assets and liabilities for the current and previous periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The taxation rates and taxation laws used to compute the amount are those that are enacted or substantively enacted by the reporting date. Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of comprehensive income. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. | |||||||
Deferred taxation | |||||||
Deferred tax is provided using the statement of financial position method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognised for all taxable temporary differences, except:
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, would be recognised subsequently if new information about facts and circumstances changed. The adjustment would either be treated as a reduction to goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement period or in profit or loss. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set-of current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. |
|||||||
Value-added taxation (VAT) | |||||||
Revenues, expenses, assets and liabilities are recognised net of the amount of VAT, except where the VAT incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the VAT is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable. Receivables and payables are stated with the amount of VAT included. The net amount of VAT recoverable from or payable to the taxation authority is included as part of receivables or payables in the statement of financial position. | |||||||
r | Segment reporting | ||||||
The operating segments are based on the Group’s management and internal reporting structure. The Group’s manufacturing, distribution, other assets and liabilities are totally integrated between the different product groups. The executive directors (the chief operating decision maker) are of the opinion that the operations for individual manufacturing, distribution and product groups are substantially similar and that the risks and returns are likewise similar. As a result, the business of the Group is considered to be a single segment, namely Clover Industries Limited (“CIL”). Refer to note 4 for the detail disclosures. | |||||||
s | Share-based compensation | ||||||
The Group operates an equity-settled, as well as a cash-settled share-based compensation plan. | |||||||
Equity-settled share-based compensation plan | |||||||
The cost of equity-settled transactions is recognised, together with a corresponding increase in other capital reserves in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The profit or loss expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period, and that do not ultimately vest, except for equity-settled transactions for which vesting is conditional upon a market or non-vesting condition. These are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. When the terms of an equity-settled transaction award are modified, the minimum expense recognised is the expense as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification. When an equity-settled award is cancelled, it is treated as if it vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. This includes any award where non-vesting conditions within the control of either the entity or the employee are not met. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share. | |||||||
Cash-settled share-based compensation plan | |||||||
The cost of a cash-settled transaction is measured initially at fair value at the grant date using a modified version of the Hull-White Trinominal Lattice model taking into account the terms and conditions upon which the instruments were granted. This fair value is expensed over the period until vesting with recognition of a corresponding liability. The liability is re-measured at each reporting date up to and including the settlement date with changes in fair value recognised in profit or loss. | |||||||
t | Fair value measurement | ||||||
The Group measures financial instruments such as derivatives at fair value at each reporting date. Fair values of financial instruments measured at amortised cost are disclosed in note 29. Non-financial assets such as investment properties are measured at cost less accumulated depreciation and accumulated impairment. Its fair values are disclosed in note 11. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: In the principal market; or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities. Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable. Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. External valuers are involved for valuation of significant assets, such as properties. Involvement of external valuers is decided upon by management after discussion with and approval by the Company’s Audit Committee. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained. Management decides, after discussions with the Group’s external valuers, which valuation techniques and inputs to use for each case. At each reporting date, management analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Group’s accounting policies. For this analysis, management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents. Management, in conjunction with the Group’s external valuers, also compares each change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable. For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above. |
|||||||
u | Government grants | ||||||
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is used to reduce the cost of the asset. | |||||||
v | Current versus non-current classification | ||||||
The Group presents assets and liabilities in statement of financial position based on current/non-current classification. An asset is current when it is:
All other assets are classified as non-current. A liability is current when:
12 months after the reporting period. The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities. |
|||||||
w | Goodwill | ||||||
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the re-assessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained. |
3.1 INTEREST IN JOINT VENTURES
Clover Industries indirectly holds a 51% interest in Clover Fonterra through Clover SA. Clover Fonterra is involved in the marketing and distribution of dairy-related products. The Group has classified the interest in Clover Fonterra as a joint venture despite the fact that the Group owns more than 50% of the issued share capital. The shareholder’s agreement is set out in such a way that unanimous consent between the two shareholders is required for any decisions regarding the relevant activities of the investee. Therefore the Group concluded that they have joint control over the investee. Summarised financial information of the joint venture, based on its IFRS Financial Statements, and reconciliation with the carrying amount of the investment in consolidated financial statements are set out below:
GROUP | COMPANY | ||||
2018 R’000 |
2017 R’000 |
2018 R’000 |
2017 R’000 |
||
Clover Fonterra | |||||
Joint venture’s statement of financial position | |||||
279 276 | 136 103 | Current assets including cash and cash equivalents of R9,9 million (2017: Rnil million) and inventory R196,6 million (2017: R96,3 million) |
|||
2 250 | 1 840 | Non-current assets including deferred tax of R2,3 million (2017: R1,8 million) |
|||
(191 262) | (61 579) | Current liabilities including trade and other payables of R190,2 million (2017: R61,5 million) |
|||
90 264 | 76 364 | Equity | |||
51% | 51% | Portion of the Group’s ownership | |||
46 035 | 38 946 | Carrying amount of the investment | |||
Joint venture’s revenue and profit | |||||
610 927 | 515 117 | Revenue | |||
(515 291) | (432 673) | Cost of sales | |||
(34 286) | (32 125) | Sales, marketing, distribution and administrative expenses | |||
(866) | 140 | Other operating (costs)/income | |||
712 | 285 | Finance income | |||
(3 707) | (401) | Finance cost | |||
57 489 | 50 343 | Profit before taxation | |||
(16 109) | (14 096) | Income tax expense | |||
41 380 | 36 247 | Profit for the year | |||
51% | 51% | Portion of the Group’s ownership | |||
21 104 | 18 486 | Group’s share of profit for the year after tax | |||
(14 015) | (11 191) | Dividend received | |||
7 089 | 7 295 | Net movement |
Clover Industries indirectly holds a 50.1% interest in Clover Futurelife through Clover SA. Clover Futurelife is involved in the manufacturing, distribution, selling and marketing of a range of functional food products using
trademarks under licence from Clover and Futurelife Health Products Proprietary Limited ("Futurelife"). The Group has classified the interest in Clover Futurelife as a joint venture despite the fact that the Group owns more
than 50% of the issued share capital. The shareholder’s agreement is set out in such a way that unanimous consent between the two shareholders is required for any decisions regarding the relevant activities of the investee.
Therefore the Group concluded that they have joint control over the investee. Summarised financial information of the joint venture, based on its IFRS Financial Statements, and reconciliation with the carrying amount of the
investment in consolidated financial statements are set out below:
3.2 INTEREST IN ASSOCIATE
Effective 1 July 2017, Clover Industries indirectly holds 26% of the voting rights (0% economic interest) in the form of A-shares in Dairy Farmers of South Africa (DFSA) through Clover SA. The A-shares do not share in profits of DFSA while the B-shares held by the producers of DFSA do share in profits. DFSA is responsible for the procurement of raw milk and selling, marketing and distribution of non-value added drinking milk. The Group has made an assessment in terms of IFRS 10 and has concluded that it has does not exercise control over DFSA and accordingly has classified the interest in DFSA as an investment in associate due to the Group having significant influence over the associate. Summarised financial information of the associate, based on its IFRS Financial Statements, and reconciliation with the carrying amount of the investment in consolidated financial statements are set out below:
4 | SEGMENT REPORTING |
The Group’s manufacturing, distribution, other assets and liabilities are totally integrated between the different product groups. The executive directors (the chief operating decision maker) are of the opinion that the operations for individual manufacturing, distribution and product groups are substantially similar and that the risks and returns are likewise similar. As a result, the business of the Group is considered to be a single segment, namely Clover Industries Limited (“CIL”). The following information regarding the Group’s product groups, for which no discrete financial information is available, are presented on a voluntary basis. The Group comprises the following main product groups:
|
30 June 2018 SEGMENT REPORT BY PRODUCT GROUP |
Value-added dairy fluids R'000 |
Dairy concentrated products R'000 |
Ingredients R'000 |
Non-alcoholic beverages R'000 |
Fermented products and desserts R'000 |
Olive oil & soya R'000 |
Services rendered R'000 |
CIL Group R'000 |
|
External revenue | |||||||||
Sale of products | 1 230 831 | 1 492 849 | 176 484 | 2 409 724 | 998 847 | 126 928 | 6 435 663 | ||
Revenue from rendering of services | 1 873 581 | 1 873 581 | |||||||
Sale of raw milk | 335 | – | – | – | – | 335 | |||
Charges against sales | (19 791) | (40 423) | (6 830) | (68 069) | (41 320) | (6 323) | (182 756) | ||
Cost of material and packaging | (714 154) | (905 074) | (104 269) | (976 493) | (600 229) | (81 997) | (3 382 216) | ||
Milk collection cost | (9 221) | (2 200) | (469) | (345) | (363) | – | (12 598) | ||
Margin on material and services rendered | 488 000 | 545 152 | 64 916 | 1 364 817 | 356 935 | 38 608 | 1 873 581 | 4 732 009 | |
Reconciliation of margin on material to operating profit | |||||||||
Margin on material and services rendered | 4 732 009 | ||||||||
Rental income | 2 898 | ||||||||
Direct and indirect manufacturing cost | (1 273 852) | ||||||||
Primary distribution cost | (506 002) | ||||||||
Gross profit | 2 955 053 | ||||||||
Net other costs* | (2 339 881) | ||||||||
Restructuring cost | (4 123) | ||||||||
Operating profit | 611 049 | ||||||||
Net financing cost | (94 262) | ||||||||
Tax expense | (139 509) | ||||||||
Depreciation and amortisation | (228 534) | ||||||||
Assets and liabilities | |||||||||
Assets | 6 697 656 | ||||||||
Liabilities | 3 434 027 |
* | Net other costs consists of selling, distribution, administrative and other operating expenses as well as other operating income. |
30 June 2017 SEGMENT REPORT BY PRODUCT GROUP |
Dairy fluids R'000 |
Dairy concentrated products R'000 |
Ingredients R'000 |
Non-alcoholic beverages R'000 |
Fermented products and desserts R'000 |
Olive oil & soya R'000 |
Services rendered R'000 |
CIL Group R'000 |
|
External revenue | |||||||||
Sale of products | 4 643 600 | 1 312 575 | 216 424 | 2 369 071 | 794 403 | 65 769 | 9 401 842 | ||
Revenue from rendering of services | 641 499 | 641 499 | |||||||
Sale of raw milk | 11 907 | – | – | – | – | – | 11 907 | ||
Charges against sales | (97 683) | (41 381) | (7 363) | (41 967) | (22 438) | (1 260) | (212 092) | ||
Cost of material and packaging | (2 540 697) | (837 497) | (129 164) | (1 032 004) | (545 007) | (34 795) | (5 119 164) | ||
Milk collection cost | (252 269) | (40 517) | (8 632) | (6 358) | (6 684) | – | (314 460) | ||
Margin on material and services rendered | 1 764 858 | 393 180 | 71 265 | 1 288 742 | 220 274 | 29 714 | 641 499 | 4 409 532 | |
Reconciliation of margin on material to operating profit | |||||||||
Margin on material and services rendered | 4 409 532 | ||||||||
Rental income | 3 351 | ||||||||
Direct and indirect manufacturing cost | (1 250 415) | ||||||||
Primary distribution cost | (436 910) | ||||||||
Gross profit | 2 725 558 | ||||||||
Net other costs* | (2 362 981) | ||||||||
Restructuring cost | (48 098) | ||||||||
Operating profit | 314 479 | ||||||||
Net financing cost | (133 118) | ||||||||
Tax expense | (41 105) | ||||||||
Depreciation and amortisation | (206 264) | ||||||||
Assets and liabilities | |||||||||
Assets | 6 048 143 | ||||||||
Liabilities | 3 168 460 |
* | Net other costs consists of selling, distribution, administrative and other operating expenses as well as other operating income. |
Group operations outside of South Africa are not material. However, one of the regions is close to becoming material and has been disclosed separately up to margin on material level as part of the segment report by
geographical region on a voluntary basis.
30 June 2018 SEGMENT REPORT BY GEOGRAPHICAL REGION |
South Africa R'000 |
Botswana R'000 |
Other R'000 |
CIL Group R'000 |
External revenue | ||||
Sale of products | 5 642 283 | 560 389 | 232 991 | 6 435 663 |
Revenue from rendering of services | 1 873 581 | – | – | 1 873 581 |
Sale of raw milk | 335 | – | – | 335 |
Charges against sales | (165 963) | (11 098) | (5 695) | (182 756) |
Cost of material and packaging | (2 850 607) | (351 647) | (179 962) | (3 382 216) |
Milk collection cost | (12 598) | – | – | (12 598) |
Margin on material and services rendered | 4 487 031 | 197 644 | 47 334 | 4 732 009 |
30 June 2018 SEGMENT REPORT BY GEOGRAPHICAL REGION |
South Africa R'000 |
Botswana R'000 |
Other R'000 |
CIL Group R'000 |
External revenue | ||||
Sale of products | 8 703 640 | 505 944 | 192 258 | 9 401 842 |
Revenue from rendering of services | 641 499 | – | – | 641 499 |
Sale of raw milk | 11 907 | – | – | 11 907 |
Charges against sales | (197 839) | (8 896) | (5 357) | (212 092) |
Cost of material and packaging | (4 664 983) | (302 663) | (151 518) | (5 119 164) |
Milk collection cost | (314 217) | (243) | – | (314 460) |
Margin on material and services rendered | 4 180 007 | 194 142 | 35 383 | 4 409 532 |
2018 R’000 |
2017^ R’000 |
|
Sales and services to major customers | ||
Customer 1* | 1 395 675 | 2 135 975 |
Customer 2* | 996 964 | 2 095 287 |
Customer 3# | 1 169 404 | – |
Customer 4* | 773 875 | 1 194 880 |
* | Revenue is generated by the Group from these customers within all of the different product segments as listed in the Table: Segment report per product group above. |
# | Revenue is generated by the Group from this customer only within the services rendered segment as listed in the Table:Segment report per product group above. |
^ | The 2017 revenue includes revenue from sale of products relating to DFSA. The current year does not include DFSA sales, and therefore a significant decrease. |
R’000 | R’000 | R’000 | R’000 | ||||
7.2 | (Loss)/profit for the year | ||||||
( 38 021) | 158 258 | (Loss)/profit for the year attributable to equity holders of the parent company |
Cents per share |
Cents per share |
Cents per share |
Cents per share |
|||
Headline (loss)/earnings per share | ||||||
Basic | ||||||
(23.1) | 63.9 | Attributable to equity holders of the parent | ||||
Diluted | ||||||
(22.9) | 63.2 | Attributable to equity holders of the parent |
Cents per share |
Cents per share |
Cents per share |
Cents per share |
|||
26.56 | 65.15 | To ordinary shareholders (2017: which elected to receive cash) | 26.56 | 65.15 |
---|
10 PROPERTY, PLANT AND EQUIPMENT
GROUP | COMPANY | |||||||
2018 | 2018 | |||||||
Freehold land and buildings R'000 |
Leasehold properties R'000 |
Plant and equipment R'000 |
Vehicles R'000 |
Capital work- in-progress R'000 |
Total R'000 |
Freehold land and buildings R'000 |
||
Cost | ||||||||
Balance at 1 July 2017 | 1 027 009 | 53 226 | 2 339 556 | 4 865 | 248 031 | 3 672 687 | 250 | |
Capitalised | 19 529 | 5 735 | 292 175 | 262 | (317 701) | – | – | |
Capital expenditure | – | – | – | – | 217 383 | 217 383 | – | |
Transfer to assets classified as held-for-sale | (4 452) | – | – | – | – | (4 452) | – | |
Disposals and scrappings | (287) | – | (89 613) | (357) | – | (90 257) | – | |
Unbundling of Dairy Farmers of South Africa (Pty) Ltd | – | – | (41) | – | (344) | (385) | – | |
Foreign exchange translations | – | 1 433 | 2 825 | 52 | 54 | 4 364 | – | |
Balance at 30 June 2018 | 1 041 799 | 60 394 | 2 544 902 | 4 822 | 147 423 | 3 799 340 | 250 | |
Accumulated depreciation and impairment | ||||||||
Balance at 1 July 2017 | (247 407) | (14 151) | (980 952) | (2 733) | – | (1 245 243) | (18) | |
Depreciation for the year | (29 262) | (3 013) | (168 323) | (360) | – | (200 958) | (1) | |
Disposals and scrappings | 287 | – | 63 428 | 355 | – | 64 070 | – | |
Transfer to assets classified as held-for-sale | 1 733 | – | – | – | – | 1 733 | – | |
Unbundling of Dairy Farmers of South Africa (Pty) Ltd | – | – | 2 | – | – | 2 | – | |
Foreign exchange translations | – | (215) | (903) | (35) | – | (1 153) | ||
Balance at 30 June 2018 | (274 649) | (17 379) | (1 086 748) | (2 773) | – | (1 381 549) | (19) | |
Net book value as at 30 June 2018 | 767 150 | 43 015 | 1 458 154 | 2 049 | 147 423 | 2 417 791 | 231 |
Registers containing details of land are available for inspection at the registered office. The carrying value of plant and equipment held under finance leases and hire purchase contracts at 30 June 2018 was
R20,5 million (2017: R19,9 million). Additions during the year were R 2,64 million (2017: R Nil) of plant, equipment and vehicles held under finance lease and hire purchase agreements. Leased assets and assets bought
under hire purchase contracts are pledged as security for the related finance lease and hire purchase liabilities.
Assets with an original cost price of R56 million (2017: R76,8 million) are still in use, although it has been fully depreciated.
10 PROPERTY, PLANT AND EQUIPMENT
GROUP | COMPANY | |||||||
2017 | 2017 | |||||||
Freehold land and buildings R'000 |
Leasehold properties R'000 |
Plant and equipment R'000 |
Vehicles R'000 |
Capital work- in-progress R'000 |
Total R'000 |
Freehold land and buildings R'000 |
||
Cost | ||||||||
Balance at 1 July 2016 | 972 914 | 39 015 | 2 094 691 | 7 138 | 329 918 | 3 443 676 | 250 | |
Capital expenditure | – | – | – | – | 317 385 | 317 385 | – | |
Capitalised | 70 748 | 10 980 | 316 220 | 355 | (398 303) | – | – | |
Acquisition through business combinations | – | – | 502 | – | (502) | – | – | |
Transfer to assets classified as held-for-sale | (14 491) | – | (8 310) | – | – | (22 801) | – | |
Disposals and scrappings | – | – | (56 186) | (2 519) | – | (58 705) | – | |
Reclassification between asset classes | (2 162) | 5 232 | (3 070) | – | – | – | – | |
Foreign exchange translations | – | (2 001) | (4 291) | (109) | (467) | (6 868) | – | |
Balance at 30 June 2017 | 1 027 009 | 53 226 | 2 339 556 | 4 865 | 248 031 | 3 672 687 | 250 | |
Accumulated depreciation and impairment | ||||||||
Balance at 1 July 2016 | (228 813) | (8 639) | (879 190) | (3 818) | – | (1 120 460) | (17) | |
Depreciation for the year | (26 673) | (5 444) | (150 641) | (543) | – | (183 301) | (1) | |
Transfer to assets classified as held-for-sale | 7 646 | – | 4 649 | – | 12 295 | – | ||
Disposals and scrappings | – | – | 42 969 | 1 555 | – | 44 524 | – | |
Reclassification between asset classes | 433 | (392) | (41) | – | – | – | ||
Foreign exchange translations | – | 324 | 1 302 | 73 | – | 1 699 | – | |
Balance at 30 June 2017 | (247 407) | (14 151) | (980 952) | (2 733) | – | (1 245 243) | (18) | |
Net book value as at 30 June 2017 | 779 602 | 39 075 | 1 358 604 | 2 132 | 248 031 | 2 427 444 | 232 |