Annual financial statements
- Audit and risk committee report
- Approval of the financial statement
- Certificate by Company Secretary
- Independent Auditor's report
- Directors' report
- Consolidated statement of comprehensive income
- Consolidated statement of financial position
- Consolidated statement of changes in equity
- Consolidated statement of cash flows
- Notes to the consolidated financial statements
- Notes 1 - 10
- Notes 11 - 20
- Notes 21 - 30
- Notes 31 - 34
- Abbreviations
- Definitions
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Call option to acquire remaining shares in Clover Frankies
Frankies granted Clover the irrevocable right to purchase Frankies' 49% of the issued share capital in Clover Frankies (“Call shares”). The call option may be exercised by Clover any time after 30 June 2019. The purchase price of the
call shares will be determined by why of an earnings before interest tax depreciation and amortisation (EBITDA) multiple formula.
((A x B) – C) x 49%
A – Average annual EBITDA of Clover Frankies for the two financial years preceding the call option or R3 million increased with CPI for each 12 month period from the effective date, whichever is the highest.
B – EBITDA multiple of 5 (five)
C – Net financial debt of Clover Frankies (should the minimum EBITDA be used, C will be Nil)
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. The same assumptions were utilised in calculation the discounted cash
flow as those used for the purchase price allocation as per note 3.2.
Put option to acquire remaining shares in Clover Frankies
Clover granted Frankies the irrevocable right to sell Frankies' 49% of the issued share capital in Clover Frankies (“put shares”). The put option may be exercised by Frankies any time after 30 June 2019. The purchase price of the put
shares will be determined by why of an earnings before interest tax depreciation and amortisation (EBITDA) multiple formula.
((A x B) – C) x 49%
A – Average annual EBITDA of Clover Frankies for the two financial years preceding the call option or R3 million increased with CPI for each 12 month period from the effective date, whichever is the highest.
B – EBITDA multiple of 4 (four)
C – Net financial debt of Clover Frankies (should the minimum EBITDA be used, C will be Nil)
The value of the put option was calculated by comparing the expected price as per the contract to a price calculated by using a discounted cash flow model. The same assumptions were utilised in calculation the discounted cash
flow as those used for the purchase price allocation as per note 3.2. The valuation resulted in a postion not favourable to the holder of the put option and accordingly no liability has been recognised by the Group.
Call option to acquire remaining shares in Clover Good Hope
Good Hope granted Clover the irrevocable right to purchase Good Hope's 49% of the issued share capital in Clover Good Hope (“Call shares”). The call option may be exercised by Clover within three months after each 12 month
period from the fifth anniversary of the effective date. The purchase price of the call shares will be determined by why of an earnings before interest tax depreciation and amortisation (EBITDA) multiple formula.
((A x B) – C) x 49%
A – Average annual EBITDA of Clover Good Hope for the financial years preceding the call option
B – EBITDA multiple. If Clover's EBITDA multiple is 7 or lower the EBITDA multiple will be 6. If Clover's EBITDA multiple is above 7 then the EBITDA multiple will be 7
C – Actual average net financing cost of Clover Good Hope for the two financial years preceding the call option
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. The same assumptions were utilised in calculation the discounted cash
flow as those used for the purchase price allocation as per note 3.1.
Put option to acquire remaining shares in Clover Good Hope
Clover granted Good Hope the irrevocable right to sell Good Hope's 49% of the issued share capital in Clover Good Hope (“Put shares”). The put option may be exercised by Good Hope within three months after each 12 month
period from the third anniversary of the effective date. The purchase price of the put shares will be determined by why of an earnings before interest tax depreciation and amortisation (EBITDA) multiple formula.
((A x B) – C) x 49%
A – Average annual EBITDA of Clover Good Hope for the financial years preceding the put option
B – EBITDA multiple. If Clover's EBITDA multiple is 7 or lower the EBITDA multiple will be 6. If Clover's EBITDA multiple is above 7 then the EBITDA multiple will be 7
C – Actual average net financing cost of Clover Good Hope for the two financial years preceding the put option
The value of the put option was calculated by comparing the expected price as per the contract to a price calculated by using a discounted cash flow model. The same assumptions were utilised in calculation the discounted cash
flow as those used for the purchase price allocation as per note 3.1. The valuation resulted in a position not favourable to the holder of the put option and accordingly no liability has been recognised by the Group.
Foreign exchange contracts
Foreign exchange contracts through profit or loss are those foreign exchange forward contracts that are not designated in hedge relationship as they are intended to reduce the level of foreign currency risk for expected sales and purchases.
Clover Industries shares forward purchase
The Group had entered into a forward contract to purchase 2 132 695 Clover Industries shares, this transaction was entered into to hedge a portion of the share appreciation rights issued to management.
The fair value of the shares forward purchases was determined by Investec Bank Limited. The fair value was determined by calculation the future settlement price after the following inputs were taken into consideration, a dividend of
3,11% (2015: 2,16%), a credit spread of 2,75% (2015: 2,75%), a spot rate of R 18,51 (2015: R17,60) and a swap interest rate reflecting the term of each tranche of the hedge.
2016 | 2015 | |||
Expiry date | Number of forwards |
Forward price per share (Rand) |
Number of forwards |
Forward price per share (Rand) |
01 October 2015 | 308 500 | 19.80 | ||
01 June 2016 | 158 937 | 20.87 | ||
03 October 2016 | 308 500 | 21.40 | 308 500 | 21.40 |
01 June 2017 | 158 936 | 22.40 | 158 936 | 22.40 |
02 October 2017 | 308 500 | 23.20 | 308 500 | 23.20 |
03 June 2019 | 476 810 | 26.48 | 476 810 | 26.48 |
30 June 2017 | 158 937 | 22.29 | 158 937 | 22.29 |
30 June 2017 | 253 575 | 22.46 | 253 575 | 22.46 |
01 June 2017 | 158 937 | 22.35 | ||
30 June 2017 | 308 500 | 22.35 | ||
Total | 2 132 695 | 2 132 695 |
Diesel 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. Due to the recent fluctuations in the commodities market specifically relating to the international price of oil and the effect it had on the price of diesel locally the Group entered into a diesel hedge with RMB in the form of a long-futures contract. as a result this is the first financial year the Group apply hedge accounting. The futures contracts do not result in the physical delivery of diesel, but are designated as cash flow hedges of offset the effect of the prices changes in diesel.
During the financial year the Group hedged 1 650 000 litres of ICE Gasoil per month at a average price of R 6,20 per litre. As at 30 June 2016 the Group has hedged its diesel usage until the end of February 2017 at 1 650 000 litres per month. The contracted ICE Gasoil prices are R 6.13 per litre for the first three months and R 5,10 for the last five months. Hedging the price volatility of forecast diesel purchases is in accordance with the risk management strategy outlined by the Board of Directors.
The fair values are based on the quoted price from RMB for an item with the same expiry date and a similar value, taking into account the ruling ICE Gasoil price at year end and the forecasted change in the ICE Gasoil prices until
expiry of the instrument. The realised loss portion of the Ice Gasoil long-futures contract recognised in other operating expenses in the statement of profit or loss for the year was R 25,8 million (R 18,6 million net of tax), the
unrealised profit portion of R 3,3 million (R 2,4 million net of tax) is reflected in other comprehensive income and will affect the profit or loss in the next financial year, depending on the move in the ICE Gasoil price.
14.3 | Fair value hierarchy The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique; As at 30 June 2016, the Group held the following financial instruments carried at fair value in the Statement of Financial Position: |
GROUP | |||||
---|---|---|---|---|---|
30 June 2016 R'000 |
Level 1 R'000 |
Level 2 R'000 |
Level 3 R'000 |
||
Assets measured at fair value | |||||
Derivatives not designated as hedging instruments: | |||||
Call option to acquire remaining shares in Clover Frankies (Pty) Ltd | 3 297 | – | – | 3 297 | |
Call option to acquire remaining shares in Clover Good Hope (Pty) Ltd | 560 | – | – | 560 | |
Investment in cell captive | 1 800 | – | 1 800 | – | |
Liabilities measured at fair value | |||||
Derivatives not designated as hedging instruments: | |||||
Foreign exchange contracts | 86 | – | 86 | – | |
Clover Industries shares forward purchases | 5 225 | – | 5 225 | – | |
Derivatives designated as hedging instruments: | |||||
Diesel hedge | 22 500 | – | 22 500 | – | |
During the reporting period ended 30 June 2016, there were no transfers between Level 1 and Level 2 fair value measurements. | |||||
30 June 2015 R'000 |
Level 1 R'000 |
Level 2 R'000 |
Level 3 R'000 |
||
Liabilities measured at fair value | |||||
Derivatives not designated as hedging instruments: | |||||
Diesel forward purchase contract | 1 761 | – | 1 761 | – | |
Clover Industries shares forward purchases | 3 625 | – | 3 625 | – | |
There were no transfers of financial instruments between Level 1, Level 2 and Level 3 fair value measurements during the year ended June 2016 |
|
Type of financial instrument Fair value 2016 |
Fair value R'000 |
Valuation technique |
Significant inputs |
|
---|---|---|---|---|
Financial assets at fair value through profit or loss | 5 657 | |||
Call option to acquire remaining shares in Clover Frankies (Pty) Ltd |
3 297 | DCF | Free cash flow forecast | |
Market interest rate | ||||
Call option to acquire remaining shares in Clover Good Hope (Pty) Ltd |
560 | DCF | Free cash flow forecast | |
Market interest rate | ||||
Investment in cell captive | 1 800 | NAV | Cash and cash equivalents | |
Investment in unit trusts | ||||
Insurance fund liabilities | ||||
Financial liabilities at fair value through profit or loss | 5 311 | |||
Foreign exchange contracts | 86 | DCF | Yield curves | |
Market interest rate | ||||
Market foreign exchange rate | ||||
Clover Industries shares forward purchase | 5 225 | DCF | Share price | |
Yield curves | ||||
Financial liabilities at fair value through OCI | 22 500 | |||
Diesel hedges | 22 500 | DCF | Market forward ICE gasoil price | |
Yield curves | ||||
Market foreign exchange rate | ||||
Fair value 2015 | Fair value R'000 |
Valuation technique |
Significant inputs |
|
Financial liabilities at fair value through profit or loss | 5 386 | |||
Diesel forward purchase contract | 1 761 | DCF | Market forward ICE gasoil price | |
Yield curves | ||||
Market foreign exchange rate | ||||
Clover Industries shares forward purchases | 3 625 | DCF | Share price | |
Yield curves |
GROUP | COMPANY | ||||
---|---|---|---|---|---|
2016 R'000 |
2015 R'000 |
2016 R'000 |
2015 R'000 |
||
Reconciliation of fair value measurement of level 3 financial assets | |||||
Call option to acquire remaining shares in Clover Frankies (Pty) Ltd | |||||
445 | – | Initial recognition through OCI | |||
2 852 | – | Remeasurement recognised through statement of profit or loss | |||
3 297 | – | Balance at the end of the year | |||
Call option to acquire remaining shares in Clover Good Hope (Pty) Ltd | |||||
560 | – | Initial recognition through OCI | |||
Remeasurement recognised through statement of profit or loss | |||||
560 | – | Balance at the end of the year | |||
15 | DEFERRED TAXATION | ||||
(155 557) | (170 104) | Balance at the beginning of the year | 77 | 77 | |
218 | 14 547 | Movements during the year: | |||
(6 997) | (3 002) | Charge to profit or loss | |||
368 | 1 833 | Prior year over provision | |||
(62) | (47) | Foreign currency translation effect | |||
( 938) | – | Charge to other comprehensive income | |||
9 193 | 24 940 | Credit to the statement of changes in equity | |||
(1 346) | (9 177) | Acquisition of subsidiaries | |||
(155 339) | (155 557) | Balance at the end of the year | 77 | 77 | |
The balance is constituted as follows: | |||||
Deferred tax assets | |||||
920 | 694 | Doubtful debts provision | 77 | 77 | |
5 029 | 5 818 | Credit note accrual | |||
1 420 | 1 382 | Leases straight-lined | |||
60 314 | 61 570 | Employee related expenses that are only deductible when paid | |||
6 582 | 9 194 | Income received in advance | |||
272 | – | Inventory provision | |||
18 018 | 7 416 | Other accruals | |||
55 939 | 40 709 | Assessed loss carried forward | |||
717 | 624 | Foreign tax credits | |||
7 773 | 1 854 | Cash flow hedges | |||
156 984 | 129 261 | Total deferred tax assets | 77 | 77 | |
Deferred tax liabilities | |||||
(306 491) | (277 314) | Property, plant and equipment | |||
(1 524) | (3 873) | Prepayments | |||
(2 798) | (1 615) | Consumable stores | |||
(1 398) | (1 320) | Pension fund asset | |||
(112) | (696) | Other | |||
(312 323) | (284 818) | Total deferred tax liabilities | |||
(155 339) | (155 557) | Net deferred tax (liability)/asset | 77 | 77 | |
Reflected in the Statement of Financial Position as follows: | |||||
37 019 | 32 696 | Deferred tax assets | 77 | 77 | |
(192 358) | (188 253) | Deferred tax liabilities | |||
(155 339) | (155 557) | Net deferred tax (liability)/asset | 77 | 77 | |
In assessing the availability of sufficient future taxable profit for utilisation against unused tax losses, cognisance was taken of the Group's vision, goals and strategies. The Board is of the opinion that future taxable profits would be adequate to utilise the unused tax losses. | |||||
The Statement of Financial Position disclosure for deferred tax assets is the total amount for all Group companies with net deferred tax assets. Likewise the deferred tax liability represents the total of all companies with net deferred tax liabilities. Note 15, however, groups all deferred tax assets and liabilities in the Group, irrespective of the net position of individual Group companies. | |||||
No deferred tax asset has been created on the tax loss of entities which are loss-making since inception of business-to-date to the value of R14 million (2015: R69 million). In addition no deferred tax asset has been created on tax losses amounting to R0,4 million (2015: Rnil million) which have no expiry date. | |||||
16 | INVENTORIES | ||||
5 800 | 5 800 | Delivery agreements | |||
156 746 | 127 986 | Raw materials | |||
112 506 | 100 422 | Work-in-progress | |||
107 697 | 91 517 | Consumable stores | |||
534 160 | 614 456 | Finished goods | |||
916 909 | 940 181 | Total inventories | |||
The amount of the write-down of inventories recognised as an expense is R13,2 million (2015: R20,7 million). This expense is included in the cost of sales line item as a cost of inventories. | |||||
17 | TRADE AND OTHER RECEIVABLES | ||||
1 227 372 | 1 137 640 | Trade receivables | 4 129 | 4 170 | |
27 335 | 21 683 | Trade receivables from principals | |||
73 284 | 64 723 | Other receivables and advance payments | 50 286 | 489 | |
2 612 | 15 644 | Loans to Executive Directors and other Executives | 2 612 | 15 644 | |
Inter-company loan: Clover SA | 546 844 | 502 298 | |||
Loan: CIL Share Purchase Plan Trust | 9 | 9 | |||
(3 847) | (2 525) | Allowance for impairment | (275) | (275) | |
(18 533) | (21 586) | Credit note accrual | |||
1 308 223 | 1 215 579 | Total trade and other receivables | 603 605 | 522 335 | |
Clover SA securitised its trade debtors, excluding debtors generated from export sales, through a special-purpose entity, Clover Capital. Clover Capital is consolidated into the results of the Group. | |||||
The loans to Directors and other Executives were made to finance ordinary shares in CIL issued to them on 31 May 2010. The terms of the loans are as follows: they will bear interest at 90% of the prime rate of Absa Bank, interest will be capitalised on a monthly basis, repayable by management on the sale of the ordinary shares or within two months of leaving the employment of Clover or within six months in the case of death. All proceeds of the ordinary shares are ceded to CIL as security for the loans. The loan agreements have been amended to make provision for a final repayment date of the respective loans linked to the normal retirement date for each of the Executives. See note 28.3 for further details. | |||||
See note 29.5 for age analysis on trade receivables and on credit risk of trade receivables to understand how the Group manages and measures credit quality of trade receivables that are neither past due nor impaired. | |||||
Trade receivables are non-interest-bearing and the payment terms are 30 days after the end of the month in which the goods were delivered. | |||||
As at 30 June 2016, trade receivables of an initial value of R3,9 million (2015: R2,5 million) were impaired and fully provided for. See below for the movement in the provision for impairment of receivables. | |||||
2 525 | 3 849 | Balance at the beginning of the year | 275 | 275 | |
1 671 | – | Charge for the year | |||
(349) | (1 324) | Impairment loss written off | |||
3 847 | 2 525 | Balance at the end of the year | 275 | 275 | |
18 | CASH AND SHORT-TERM DEPOSITS | ||||
Cash at bank earns interest at floating rates based on daily deposit rates. Short-term deposits are made for periods varying between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. At 30 June 2016, the Group had available R256 million (2015: R30 million) of unutilised committed borrowing facilities in respect of which all conditions precedent had been met. | |||||
For the purpose of the consolidated cash flow statements, cash and short-term deposits comprise the following: | |||||
Cash at bank and on hand | |||||
266 | 255 | On hand | |||
113 918 | 82 154 | Outstanding deposits | |||
12 621 | 979 | Call deposits | 11 530 | 590 | |
477 266 | 392 048 | Cash in banks | 10 341 | 39 425 | |
604 071 | 475 436 | Total cash and short-term deposits | 21 871 | 40 015 |