| Tue 16 Sep 2008, 7:14 | | SPG - Super Group - Reviewed Group Results for the year ended 30 June 2008 |
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SPG
SPG
SPG - Super Group - Reviewed Group Results for the year ended 30 June 2008
Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
ISIN number: ZAE000011334)
Share code: SPG
("Super Group", "the group" or "the Company")
Reviewed Group Results for the year ended 30 June 2008
Super Group is an integrated supply chain management business, operating
predominantly throughout Africa and Australia. Our primary operating divisions
are supply chain management, retail supply chain management, fleet solutions and
automotive.
Revenue of R12,4 billion
Revenue growth of 7%
Operating cash flow before working capital changes of R1,2 billion
Cash conversion ratio of 96%
Trading gearing set to reduce to 33%
Headline earnings per share down 40% to 67,1 cents on a restated basis
Commentary
Overview
The year under review has been an extremely difficult and challenging one.
Revenue increased 7% from R11,6 billion to R12,4 billion. Revenue growth and
trading margins were impacted by the reduction in consumer spending, significant
decline in sales volumes in the motor industry and the poor performance of the
industrial products business. Trading margins declined from 7,5% to 6,3%
resulting in trading profit decreasing by 9,9% from R865 million to R779
million.
The group produced satisfactory trading results in three of its four divisions.
The Automotive division, which consists of the motor vehicle dealerships and
industrial products businesses, reported a trading loss of R41 million. The
dealerships business has been impacted by the tough economic conditions
affecting passenger vehicle sales. Super Group Industrial Products (SGIP)
incurred a trading loss as a result of operational difficulties and accounting
adjustments. Upon notification of the accounting inconsistencies, the board
appointed Ernst and Young (E&Y) to perform an independent accounting and
forensic review. The results of the review have confirmed that foreign creditors
were misstated and that errors were made in the pricing and the accounting of
inventory. This has required the restatement of the 2007 financial results.
The 250 basis points increase in South African interest rates, increase in the
FML lease book, higher working capital in the first half of the year and
increased acquisition funding in Australia has resulted in the net finance costs
increasing to R477 million. Headline earnings per share decreased 40% from 111,3
to 67,1 cents for the year ended 30 June 2008 on a restated basis.
The group satisfactorily converted its operating results into cash of R1,2
billion before working capital movements, equating to its cash conversion ratio
improving from 91% to 96%. A strong focus on working capital management has
resulted in a significant reduction in working capital to a net investment of
R34 million for the year.
During the year the Australian fleet management business acquired the Commercial
Fleet business unit of National Australia Bank Ltd. Commercial Fleet specialises
in the leasing and maintenance of light to heavy duty commercial vehicles,
buses, forklifts, trailers and other mobile equipment.
The group invested R298 million in capital expenditure. Capital was invested in
transport and rental fleets for new supply chain contracts and the completion of
Phase 2 and Phase 3 of Super Park. Further investment was required for an
industrial products retail outlet in Centurion and upgrades to dealerships in
line with OEM standards. The group acquired full maintenance lease assets of
R520 million principally for the continuing replacement programme in the City of
Johannesburg fleet management contract, funding of the new United Kingdom fleet
management business and the newly acquired Commercial Fleet business in
Australia. The United Kingdom business is an extension of our Australian fleet
management business and these assets are funded by non-recourse debt.
During the latter part of the year, the Group settled its R900 million corporate
bond (SPG01) in compliance with the contractual settlement obligations. Super
Group secured new long term funding facilities (including corporate bonds SGL04
and SGL05) amounting to R650 million at funding rates which approximate the
current prime rate less 220 basis points.
Subsequent to year end, the group resolved to undertake a rights issue to reduce
its gearing in the current high interest rate environment and to provide it with
additional financial resources to improve its financial flexibility.
Shareholders, representing 66% of the effective issued share capital, have
irrevocably undertaken to follow their rights which will result in proceeds of R
487 million.
At 30 June 2008 the group had net debt amounting to R1,56 billion (2007: R1,43
billion) and gearing of 65% (2007: 68%), after excluding full maintenance and
non-recourse debt. The R487 million proceeds from the rights issue and proceeds
of approximately R125 million from the disposal of certain properties subsequent
to year end will be utilised to reduce short term debt. This will result in
gearing reducing from 65% to 33%.
Strategic initiatives
Super Group continues to evaluate its options in respect of the remainder of its
property portfolio. These properties (including Super Park) have been identified
by the board as being available for sale and accordingly have been reflected as
such in the balance sheet.
On 15 August 2008, in accordance with the provisions of the BEE transaction,
approved by Super Group shareholders on 4 August 2004, between Super Group and
the Peu Group, 68 130 900 A ordinary shares held by the Peu Group were converted
into 13 273 523 ordinary shares of R0,10 each and 54 857 377 redeemable
preference shares of R0,10 each. The redeemable preference shares were
compulsorily and automatically redeemed upon their conversion for R1 on 15
August 2008. The ordinary shares have been listed from 20 August 2008. During
the year the group entered into a BEE transaction for the disposal of 14% of the
South African fleet management business. Super Group is committed to broad based
economic empowerment and the group continues to evaluate options to promote
meaningful transformation.
Divisional overview
Supply Chain Management
The Supply Chain Management division has been expanded to include African
Transport. The South African operations increased revenue and trading profits by
10,1% and 1,4% respectively in challenging trading conditions as the various
businesses were impacted by the slowing consumer spend and higher fuel prices.
The Automotive supply chain business reported another year of good growth in
both revenue and trading profits. The FMCG operations continued to experience
difficult trading conditions in a highly competitive segment. Cash flow from
operations for the division showed a significant improvement over the prior
year, reflecting stringent cost controls and working capital management. The
business has a number of new client opportunities currently under consideration
and is focussed on improving operational efficiencies. Supply chain customers
are looking for innovative and differentiating supply chain solutions in order
to counter margin pressures and the division is well positioned to meet these
demands. Super Group continues to invest in supply chain businesses which extend
our range of supply chain services.
The African Transport operations produced solid growth. The business continued
to benefit from its dedicated contract business, improved transport rates, new
routes and improved fleet utilisation achieving revenue growth of 16,7% and a
trading margin of 10,3%. Zimbabwe remains a concern although a successful
political settlement should lead to economic revival. Growth in mining
activities in the DRC and the Zambian copper-belt should support growth in the
business.
Fleet Solutions
Fleet Africa increased revenue by 28,9% and trading profit by 16,8%. Vehicles
under management increased 28% to 68 800. The South African fleet business
remains under margin pressure due to the City of Johannesburg contract, which
was renewed at lower margins as well as the depressed used vehicle market. The
Eastern Cape Provincial Government contract has been extended by a further six
months to 31 January 2009.
The Australian business is trading well with the New Zealand and the newly
opened United Kingdom fleet management businesses performing in line with
expectation. The business achieved organic revenue growth of 7,8%. The
acquisition of Commercial Fleet results in the business becoming the leading
commercial vehicle management company in Australia. Vehicles under management
increased 24% to 66 000. The Group has reduced its equity interest in the
Australian business to 66,5%.
Retail Supply Chain
AutoZone achieved revenue and trading profit growth of 8.5% and 6% respectively.
AutoZone remains Africa`s largest aftermarket distributor and retailer of
vehicle parts and accessories through a network of 167 branded Autozone outlets
countrywide. The parts aftermarket remains highly competitive. During the year
the business was re-awarded the contract to supply parts nationally to the South
African Police Service for the fourth time.
Lower consumer disposable income impacted Mica in the last quarter of the
financial year. With 181 stores nationwide, Mica continues to dominate the
independent DIY/Hardware market, being voted for the 10th consecutive year by
"Reader`s Choice" as "Favourite DIY/Hardware" retailer. Super Group invested an
additional R95 million in member store partnerships in new stores and developing
its central distribution centre that will further enhance Mica`s supply chain
efficiencies and improve inventory optimisation. During the year 17 stores were
opened and the new generation stores with a modern format are proving
successful.
Automotive
The higher interest rates, declining consumer spend and changes to the National
Credit Act negatively impacted the vehicle sales industry. Intense competition
has put further pressure on margins. Vehicle servicing and parts sales are
becoming a growing contributor within the dealer structure. Good demand for
servicing is expected to continue, owing to the record new vehicle sales volumes
in the prior four years.
Initial sales and growth within SGIP are promising but various factors,
including delays in product launches, initial quality and operational
difficulties has resulted in the expected profitability not materialising. A
revised strategic plan has been implemented to address these issues. The
division has a strong order book for cranes, trailers and Powerstar vehicles.
Services
The insurance business experienced an unusual number of large property and
engineering related claims during the latter part of the financial year for
which provisions have been recognised. The insurance industry in general has had
similar experience in regards to industrial claims.
Group Prospects
We expect improved performance in the year ahead. This will be tempered by lower
consumer spending as a result of the lagged effect of the high interest rates
and record fuel price.
Dealerships performance is expected to remain under pressure. Industrial
Products will benefit from the implementation of its revised strategic plan and
the continued infrastructure spend. FleetAfrica will experience further margin
erosion but is well-placed for new Government contracts. The Australian fleet
management business should show solid operational growth. Improved performance
is expected from AutoZone in a competitive trading environment. Mica will be
impacted by consumers` lower disposable income. Supply chain management will
achieve growth on the back of good regional opportunities in Africa, new client
opportunities and continued focus on operational efficiencies. We continue with
our strategy to create Africa`s Logistics Giant.
Accounting adjustment and restatement of accounts
On 23 July 2008 Super Group issued a trading update and advised shareholders
that an independent forensic team from E&Y had been engaged to investigate and
report on inconsistencies in the management of the Equipment and Commercial
Vehicles and MMS Cranes businesses of SGIP. The Company has substantially
completed its review and has recently received a preliminary report from E&Y.
The report highlights irregularities in SGIP`s balance sheet and expense control
that has led to unbudgeted losses as a result rapid growth of a new business,
over-emphasis on sales, under-emphasis on back-office control, override of
accounting procedures and fraud.
The results of the forensic review have confirmed that foreign creditors were
misstated and that errors were made in the pricing of inventory. The effect on
the 2007 financial year is a reduction in HEPS to 111,3 cents (a reduction of
16% to the previously reported HEPS of 132.3 cents). The impact on HEPS for the
financial year ended 30 June 2008 is a reduction in HEPS of profit after tax of
R54 million.
Super Group is taking a number of actions to restore profitability and improve
operational efficiencies which include:
- five individuals were suspended during the forensic investigation, (all of
whom have subsequently resigned)
- new management is in place in SGIP and in the cranes business
- control policies and systems have been strengthened at SGIP and will continue
to be reviewed throughout the group
- recovery of losses arising from suspected fraud
- criminal and civil actions will be taken where appropriate
Basis of preparation and accounting policies
The condensed consolidated preliminary financial statements for the year ended
30 June 2008 have been prepared in compliance with International Financial
Reporting Standards ("IFRS") (in particular the presentation and disclosure
requirements of International Accounting Standard ("IAS") 34 Interim Financial
Reporting), the Listings Requirements of the JSE Limited, and the South African
Companies Act, 1973, as amended. The accounting policies applied in the
presentation of the condensed consolidated financial statements are consistent
with those applied for the year ended 30 June 2007 except for the adoption of
the amendments to IFRS 7 and the consequential amendments to IAS1. The adoption
of these revised standards have not had a material impact on the reported
results. Consequently, no adjustments have been made to previously reported
figures for the adoption of these revised standards.
IFRS 7: Financial Instruments: Disclosures and the amendment to IAS 1
Presentation of Financial Statements: Capital disclosures (effective 1 January
2007) require extensive disclosures about the significance of financial
instruments for an entity`s financial position and performance, and qualitative
disclosures on the nature and extent of risks. The adoption of this accounting
statement had no material financial recognition impact on the results of the
group or disclosure in this provisional report. Additional disclosure will be
provided in the 2008 Annual Report.
The condensed consolidated financial statements have been prepared in accordance
with the historic cost convention except for certain financial assets and
liabilities (including derivative instruments), available-for-sale financial
assets and land and buildings which are stated at fair value. The condensed
consolidated financial statements are presented in Rand, which is Super Group`s
functional and presentation currency.
This report should be read in conjunction with the annual financial statements
for the year ended 30 June 2007. The 2008 annual report containing a detailed
review of operations of the group together with the audited financial statements
will be posted to shareholders towards the end of October 2008.
Independent review by the auditors
The condensed consolidated balance sheet at 30 June 2008 and the related
condensed consolidated income statement, statements of changes in equity and
cash flows for the year then ended have been reviewed by KPMG Inc. Their
unmodified review report is available for inspection at the registered office of
the company.
Consolidated balance sheets
30 June 2008 30 June 2007
Reviewed Restated
R`000 R`000
ASSETS
Property, plant and equipment 957 295 1 503 174
Full maintenance lease assets 2 026 724 1 655 333
Intangible assets 251 315 231 916
Goodwill 1 574 797 1 338 335
Investments in associates 70 022 21 191
Investments and other non-current 230 373 167 554
assets
Deferred tax assets 177 890 112 191
Assets held for sale 668 381 -
Current assets 4 987 780 4 247 968
?Inventories 1 418 063 1 202 635
?Trade and other receivables 2 381 066 2 217 199
?Insurance related assets 345 590 145 697
?Cash and cash equivalents 843 061 682 437
Total assets 10 944 577 9 277 662
EQUITY AND LIABILITIES
Capital and reserves
Capital and reserves attributable to
equity holders
of Super Group Limited 2 222 129 2 101 158
Minority interest 257 777 94 194
Total equity 2 479 906 2 195 352
Liabilities
Fund reserves 342 201 241 975
Deferred tax liabilities 209 186 223 054
Full maintenance lease liabilities 1 796 535 1 321 936
?Non-current 1 122 669 1 005 575
?Current 673 866 316 361
Interest-bearing borrowings 2 821 968 2 436 588
?Non-current 1 703 743 1 026 585
?Current 1 118 225 1 410 003
Insurance related liabilities 501 734 254 512
Other current liabilities 2 793 047 2 604 245
Total equity and liabilities 10 944 577 9 277 662
Consolidated income statements
Year ended Year ended
30 June 2008 30 June 2007
Reviewed Restated
R`000 R`000
Revenue 12 413 979 11 575 046
Trading profit before depreciation,
amortisation and recoupments 1 217 084 1 205 520
Depreciation, amortisation and (438 036) (340 915)
recoupments
Trading profit 779 048 864 605
Capital items (58 504) (15 801)
Operating profit 720 544 848 804
Net finance charges (477 151) (353 832)
Share of profit of associates (net of 2 275 4 708
taxation)
Profit before taxation 245 668 499 680
Income tax expense (42 009) (90 681)
Profit for the year 203 659 408 999
Attributable to minority shareholders 22 444 29 380
Attributable to equity holders of 181 215 379 619
Super Group Limited
RECONCILIATION OF HEADLINE EARNINGS
Profit attributable to equity holders 181 215 379 619
of Super Group Limited
Capital items 58 504 15 801
Closure costs 6 506 6 877
Costs incurred on unsuccessful 3 438 5 321
business combination
Impairment of goodwill and intangible 45 735 3 603
assets
Impairment of property, plant and 2 825 -
equipment
Headline earnings for the year 239 719 395 420
Basic earnings per share (cents) 50,7 106,9
Diluted earnings per share (cents) 48,4 100,4
Headline earnings per share (cents) 67,1 111,3
Diluted headline earnings per share 64,0 104,6
(cents)
Dividends per ordinary share paid - - 40,0
IAS 10 (cents)
Line items as reported at 30 June 2007 affected by the
restatement:
Before After
restatement restatement
R`000 R` 000
Balance sheet
Deferred tax assets 81 551 112 191
Inventories 1 186 551 1 202 635
Trade and other receivables 2 241 983 2 217 199
Capital and reserves attributable to
equity holders
of Super Group Limited (2 175 869) (2 101 158)
Other current liabilities (accounts (2 507 594) (2 604 245)
payable)
Income statement
Trading profit before depreciation, 1 297 971 1 205 520
amortisation and recoupments
Net finance charges (340 932) (353 832)
Income tax expense (121 321) 90 681
Post balance sheet events
Super Group is in the process of undertaking a capital raising by way of a
rights offer. In terms of the rights offer, 209 058 316 shares in the authorised
but unissued share capital of Super Group will be offered to shareholders in the
ratio of 50 rights offer shares for every 100 ordinary shares at an issue price
of 400 cents per rights offer share.
The table below sets out the unaudited pro forma financial effects of the rights
offer on Super Group`s unaudited basic earnings per share ("EPS"), headline
earnings per share ("HEPS"), the net asset value ("NAV") per ordinary share and
tangible NAV ("TNAV") per ordinary share based on the unaudited results of Super
Group for the year ended 30 June 2008.
The unaudited pro forma financial effects are the responsibility of the
directors and have been prepared for illustrative purposes only to provide
information about how the rights offer may have affected the financial position
of Super Group on the relevant reporting date. Due to the fact that the
unaudited pro forma financial effects are based on the preliminary interim
results, this may not be a fair reflection of Super Group`s financial position
after the implementation of the rights offer.
Cents per share Reviewed Unaudited
before the subsequent
rights offer to the Change
rights offer (%)
EPS 50,7 47,2 (6,9)
HEPS 67,1 59,0 (12,1)
NAV per share 622,0 550,3 (11,5)
TNAV per share 181,2 230,4 27,2
The financial effects are calculated on the assumptions that:
only shareholders who have provided irrevocable commitments follow their rights
and Super Group raises R487 million;
the cash proceeds have been received and the rights offer shares issued at the
beginning of the 2008 financial year for income statement purposes;
the proceeds from the rights offer are used to repay debt facilities with
interest at prime minus one percent; and
the cash proceeds have been received and the rights offer shares issued on 30
June 2008 for the balance sheet purposes.
tax has been calculated based on the statutory tax rate (28%).
the number of shares has been adjusted to take into account the conversion of
the `A` ordinary shares into ordinary shares for the purposes of calculating
EPS, HEPS, NAV and TNAV.
Dividend
The Board of directors has resolved not to declare a dividend for the current
year. The dividend policy will be reviewed next year.
Corporate governance
The group subscribes to sound corporate governance structures and processes and
complies with the JSE Limited`s Listing Requirements. The group strives to
continually improve reporting to stakeholders.
Segmental analysis
REVENUE
Year ended Year ended
30 June 2008 30 June 2007
Reviewed Restated
R`000 R`000
Supply Chain Management 2,587,716 2,350,469
African Transport 286,894 245,912
Fleet Solutions 1,526,644 1,201,211
Retail Supply Chain 2,726,699 2,556,711
Automotive 4,846,102 4,873,523
Services 439,924 347,220
Group 12,413,979 11,575,046
Segmental analysis continued
TRADING PROFIT
Year ended Year ended
30 June 2008 30 June 2007
Reviewed Restated
R`000 R`000
Supply Chain Management 335,744 330,964
African Transport 29,533 9,145
Fleet Solutions 299,553 259,464
Retail Supply Chain 134,997 129,308
Automotive (40,708) 119,485
Services 19,929 16,239
Group 779,048 864,605
Segmental analysis continued
OPERATING PROFIT
Year ended Year ended
30 June 2008 30 June 2007
Reviewed Restated
R`000 R`000
Supply Chain Management 333,898 326,461
African Transport 29,533 9,145
Fleet Solutions 298,102 254,143
Retail Supply Chain 134,997 128,972
Automotive (50,652) 113,844
Services (25,334) 16,239
Group 720,544 848,804
Consolidated cash flow statements
Year ended Year ended
30 June 2008 30 June 2007
Reviewed Restated
R`000 R`000
Cash flows from operating activities
Operating cash flow before working 1 172 946 1 097 642
capital changes
Working capital changes (34 083) (259 022)
Cash generated from operations 1 138 863 838 620
Net finance charges paid (501 653) (346 342)
Net dividend paid (149 995) (147 065)
Taxation paid (110 085) (98 764)
Net cash retained from operating 377 130 246 449
activities
Cash flows from investing activities
Cash effect of business combinations, (85 470) (283 492)
net of cash received
Additions to property, plant and (297 566) (361 726)
equipment and intangible assets - net
of disposals
Additions to full maintenance lease (520 345) (467 623)
assets - net of disposals
Increase in other investments and (44 632) (16 814)
loans
Net cash outflow from investing (948 013) (1 129 655)
activities
Cash flows from financing activities
Net proceeds on share purchases, 9 017 10 527
share issues and options exercised
(Decrease)/increase in interest- (70 649) 280 683
bearing borrowings
Increase in full maintenance lease 404 856 161 541
borrowings
Net cash inflow from financing 343 224 452 751
activities
Net decrease in cash and cash (227 659) (430 455)
equivalents
Cash and cash equivalents at 422 488 841 882
beginning of year
Effect of foreign exchange on cash 29 968 11 061
and cash equivalents
Net cash and cash equivalents at end 224 797 422 488
of year
Consolidated statements of changes in equity
Year ended Year ended
30 June 2008 30 June 2007
Reviewed Restated
R`000 R`000
Capital and reserves attributable to
equity holders of Super Group Limited
Balance at beginning of year 2 101 158 1 754 857
Share issues and options exercised, 2 564 9 974
net of expenses
Total recognised income and expense 257 236 408 717
Effect of foreign exchange 76 021 29 098
Profit attributable to equity holders 181 215 379 619
of Super Group Limited
Other movements in reserves 4 070 69 554
Ordinary dividends (142 899) (141 944)
Balance at end of year 2 222 129 2 101 158
Minority interest
Balance at beginning of year 94 194 142 819
Ordinary dividends paid to minority (6 987) (3 460)
shareholders
Profit attributable to minority 22 444 29 380
shareholders
Effect of foreign exchange on 22 548 7 425
minority shareholders
Changes in minority shareholders as a 125 578 (81 970)
result of acquisitions and disposals
Balance at end of year 257 777 94 194
Total equity at end of year 2 479 906 2 195 352
Comprising:
Share capital 47 297 47 297
Share premium 511 229 511 229
Retained earnings 1 654 731 1 624 832
Treasury shares (537 617) (540 181)
General reserve 556 036 556 036
Revaluation reserve 89 451 83 097
Foreign currency translation reserve (123 038) (199 059)
Contingency reserve - insurance 24 040 17 907
Minority interest 257 777 94 194
Total equity at end of year 2 479 906 2 195 352
Salient features
Year ended Year ended
30 June 2008 30 June 2007
Reviewed Restated
R`000 R`000
1 Interest-bearing borrowings
comprise:
Non-recourse acquisition funding 575 744 417 703
Bond, securitisation and other 1 199 142 1 349 835
Property borrowings 428 818 409 101
Bank overdraft 618 264 259 949
2 821 968 2 436 588
2 Share statistics
Total issued less treasury shares 357 276 356 497
(`000)
Weighted (`000) 357 085 355 275
Diluted (`000) 374 756 378 094
Net asset value per share (cents) 622,0 589,4
Net asset value per share 181,2 214,0
excluding goodwill (cents)
3 Capital commitments
Authorised, but not yet contracted 167 123 228 758
for capital commitments, excluding
full maintenance lease assets
Capital commitments will be funded
from normal operating cash flows
and the utilisation of existing
borrowing facilities. There have
been no significant changes in the
contingent liabilities of the
group as disclosed in the 2009
Annual report.
Full details of the group`s
business combinations for the
period, additions and disposals of
property, plant and equipment, as
well as commitments and
contingencies, will be included in
the financial statements.
4 Selected ratios % %
Trading margin 6,3 7,5
Operating margin 5,8 7,3
Gearing - excluding FML and non- 65,4 67,6
recourse borrowings
5 Currency analysis - operating
profit
Australian dollar 13 11
US dollar and other 20 18
Rand 67 71
100 100
Company information
Registered Office?27 Impala Road, Chislehurston, Sandton, 2196. Private Bag
X9973, Sandton, 2146
Transfer Secretaries?Computershare Investor Services (Pty) Limited. Ground
Floor, 70 Marshall Street, Johannesburg, 2001.
PO Box 61051, Marshalltown, 2107
Directors?P Malungani* (Chairman), P Vallet* (Deputy Chairman),
L Lipschitz (Chief Executive Officer), S Abrahams*#, D Dharmalingam (Chief
Financial Officer), B Tshili*?
*Non-executive?#Independent
Company Secretary?D de Quintal
Also available on www.supergroup.co.za
Sandton
16 September 2008
Sponsor:
Deutsche Securities (SA)(Proprietary) Limited
Date: 16/09/2008 07:14:08 Produced by the JSE SENS Department.
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