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Audited results of the group for the year ended 31 March 2013 and declaration of dividend
CROOKES BROTHERS LIMITED
Registration No. 1913/000290/06
Share code : CKS ISIN : ZAE000001434
ABRIDGED AUDITED GROUP RESULTS FOR THE YEAR ENDED 31 MARCH 2013
AND FINAL DIVIDEND DECLARATION
The audited results of the group for the year ended 31 March 2013 together with those of the previous year are
set out below:
ABRIDGED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 31 March 31 March
(R000's) 2013 2012*
Note audited audited
Continuing operations:
Revenue 387,526 342,514
Operating profit 83,792 90,286
Share of profit of associate companies 158 120
Investment income 1 35,299 9,722
Finance costs (2,196) (3,467)
Capital items - 4,627
Profit before taxation 117,053 101,288
Taxation (30,159) (24,906)
Profit for the year from continuing operations 86,894 76,382
Discontinued operations:
Profit for the year from discontinued operations 6,571 5,802
Profit for the year 93,465 82,184
Other comprehensive income/(loss)
Investment revaluation 2,821 (1,516)
Exchange differences on translating foreign operations 8,776 (160)
Other comprehensive income/(loss) for the year, net of tax 11,597 (1,676)
Total comprehensive income for the year 105,062 80,508
Profit/(loss) for the year attributable to:
Shareholders of the company 93,772 78,261
Non-controlling interests (307) 3,923
93,465 82,184
Total comprehensive income/(loss) attributable to:
Shareholders of the company 105,369 76,585
Non-controlling interests (307) 3,923
105,062 80,508
Note:
1. Includes R31.0 million interest paid by the National Department of
Land Affairs, on the proceeds of the sale of the Komatipoort estate.
Earnings per share (cents)
From continuing and discontinued operations
Basic 757.1 631.9
Diluted 745.8 627.1
From continuing operations
Basic 704.1 585.1
Diluted 693.5 584.9
* Represented to account for discontinued operations
RECONCILIATION OF HEADLINE EARNINGS 31 March 31 March
(R000's) 2013 2012*
audited audited
Profit for the year attributable to shareholders of the company 93,772 78,261
Adjusted for:
Capital profit on disposal of land, buildings and bearer biological assets - (4,627)
Profit on disposal of plant and equipment (1,178) (436)
Tax effect of the adjustments 285 (343)
Headline earnings 92,879 72,855
Headline earnings per share (cents)
Headline earnings per share 749.9 588.3
Headline earnings per share (diluted) 738.7 583.8
DIVIDEND DECLARATION 31 March 31 March
2013 2012
audited audited
Dividends per share (cents)
Ordinary dividends declared per share - interim 80.0 65.0
Ordinary dividends declared per share - final 160.0 135.0
240.0 200.0
ABRIDGED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 31 March 31 March
2013 2012
(R000's) audited audited
Shareholders' equity at beginning of year 503,595 439,056
Movements in:
Share-based payment reserve 169 131
Other comprehensive income/(loss) for the year 11,597 (1,676)
Changes in retained earnings 66,837 66,084
Net profit attributable to owners of the company 93,772 78,261
Net (loss)/profit attributable to non-controlling interests (307) 3,923
Dividends paid (26,628) (16,100)
Shareholders' equity at end of year 582,198 503,595
ABRIDGED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 31 March 31 March
2013 2012
(R000's) audited audited
ASSETS
Non-current assets 453,162 370,916
Property, plant and equipment 285,614 236,952
Bearer biological assets 145,518 116,000
Unlisted investments 5,517 3,769
Investment in associates 15,310 13,257
Unsecured loan - long term 1,203 938
Current assets 350,281 359,940
Inventories 29,444 25,467
Biological assets - crops and livestock 180,476 164,380
Trade and other receivables 29,487 43,818
Taxation 491 1,572
Cash and cash equivalents 36,620 19,383
Other financial assets 52,926 101,756
Assets classified as held for sale 20,837 3,564
Total assets 803,443 730,856
EQUITY AND LIABILITIES
Capital and reserves 582,198 503,595
Share capital and premium 3,208 3,208
Retained earnings 563,183 496,039
Investment revaluation reserve 6,436 3,615
Foreign currency translation reserve 5,103 (3,673)
Share-based payment reserve 720 551
Equity attributable to owners of the company 578,650 499,740
Non-controlling interests 3,548 3,855
Non-current liabilities 166,440 147,473
Deferred taxation 87,514 71,456
Long-term borrowings - interest bearing 13,513 16,373
Long-term liability - interest free 51,635 45,174
Post-employment obligations 13,778 14,470
Current liabilities 54,805 79,788
Trade and other payables and provisions 38,894 38,642
Short-term borrowings - interest bearing 15,911 41,146
Total equity and liabilities 803,443 730,856
Net asset value per share (cents) 4,701 4,066
ABRIDGED CONSOLIDATED STATEMENT OF CASH FLOWS 31 March 31 March
2013 2012
(R000's) audited audited
Operating profit for the year - continuing operations 83,792 90,286
- discontinued operations 9,126 8,059
Adjustment for non-cash items (27,585) (31,149)
65,333 67,196
Net working capital changes 11,840 (4,986)
Cash generated from operations 77,173 62,210
Cash flows from operating activities 57,546 53,274
Cash generated from operations 77,173 62,210
Finance costs (2,196) (3,467)
Taxation paid (17,431) (5,469)
Cash flows from investing activities 7,556 (58,114)
Proceeds on disposal of property, plant, equipment and biological assets 1,968 1,035
Proceeds on disposal of investments 62,204 24,730
Interest received 33,767 1,014
Acquisition of land rights, property, plant, equipment and biological assets (78,601) (78,903)
Expansion of area under crop (11,326) (10,623)
Other investing activities (456) 4,633
Cash flows from financing activities (47,865) 16,412
Dividends paid (26,628) (16,100)
Net (decrease)/increase in borrowings (21,237) 32,512
Net increase in cash and cash equivalents 17,237 11,572
Cash and cash equivalents at beginning of year 19,383 7,811
Cash and cash equivalents at end of year 36,620 19,383
Cash flow from operating activities - per share (cents) 464.6 430.1
OTHER GROUP SALIENT FEATURES 31 March 31 March
2013 2012
(R000's) Note audited audited
Depreciation 18,656 13,974
Capital expenditure 2 78,484 76,149
Capital commitments
- Contracted 15,182 9,347
- Authorised but not contracted 47,993 53,018
63,175 62,365
Guarantees 747 771
Contingent assets - disputed interest on capital sale - 28,900
Notes:
2.The capital expenditure in the 2013 year includes R25.1 million
incurred in the acquisition and development of the Gurue estate
in Mozambique.
Number of shares in issue 12,385,000 12,385,000
Weighted average number of shares on which earnings per share
(and headline earnings per share) are based 12,385,000 12,385,000
ABRIDGED CONSOLIDATED SEGMENTAL ANALYSIS - Continuing operations 31 March 31 March
2013 2012*
(R000's) audited audited
Revenue
Sugar cane 247,532 225,808
Bananas 53,406 51,700
Deciduous fruit 76,046 52,468
Other operations 10,542 12,538
387,526 342,514
Operating profit/(loss)
Sugar cane 85,172 98,700
Bananas 6,312 7,463
Deciduous fruit 24,727 10,452
Other operations/sundry income 3,518 4,305
Profit on disposal of plant and equipment 1,178 436
Unallocated corporate expenses (37,115) (31,070)
83,792 90,286
* Represented to account for discontinued operations
DISCONTINUED OPERATIONS - Grain and Sheep 31 March 31 March
2013 2012
(R000's) audited audited
Revenue 23,179 19,450
Operating profit before taxation 9,126 8,059
Income tax expense (2,555) (2,257)
Profit for the year 6,571 5,802
BASIS OF PREPARATION
The abridged financial information has been prepared in accordance with the framework
concepts and the measurement and recognition requirements of International Financial Reporting
Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting Practices
Committee, the information as required by the International Accounting Standards Board's IAS 34:
Interim Financial Reporting, the Companies Act, No. 71 of South Africa, 2008 as amended and the
JSE Limited's Listings Requirements. The report has been prepared using accounting policies that
comply with IFRS which are consistent with those applied in the financial statements for the year
ended 31 March 2012. For a better understanding of the group's financial position and the results of
its operations for the period and of the scope of the audit, the abridged financial statements
should be read in conjunction with the financial statements from which the abridged financial
statements were derived and the audit report thereon.
The preparation of the group's consolidated results for the year ended 31 March 2013 was
supervised by the Group Financial Director, Phillip Barker (BA, ACMA, CGMA).
AUDITED RESULTS
The auditors, Deloitte & Touche, have issued their opinion on the group's financial statements for
the year ended 31 March 2013. The audit was conducted in accordance with International
Standards on Auditing and in compliance with all requirements of the Companies Act, No. 71 of
2008. They have issued an unmodified audit opinion. A copy of their report is available for
inspection at the company's registered office. These abridged financial statements have been
derived from the group financial statements and are consistent in all material respects with the
group financial statements. Any reference to future financial performance included in this
announcement has not been reviewed or reported on by the auditors.
SUBSEQUENT EVENTS
There have been no major changes in the affairs or financial position of the group or its subsidiary
companies since the end of the period under review. The group is in negotiations for the sale of its
grain and sheep operation; a firm offer has been made but no sale agreement has been signed.
COMMENTS ON THE RESULTS
Group revenue from continuing operations increased from R343 million in 2012 to R388 million, profit
for the year from R82.2 million to R93.5 million and headline earnings from R72.9 million to R92.9
million. The increase in profit and headline earnings was due to the receipt of outstanding interest
of R31.0 million on the sale of the Komati estate.
Operating profit from continuing operations decreased from R90.3 million to R83.8 million largely
due to poor cane yields and quality on the group's major sugar cane estates, the financial effects of which
were offset to some extent by excellent production and profits from the deciduous fruit operations.
Operating cash flow improved from R53.3 million in 2012 to R57.5 million and, at the end of the
financial year, the group's aggregate of cash holdings and redeemable investments was R90
million.
While the statutory increase in the minimum wage for agricultural workers significantly increased the
wage bill of South African farms, the diverse nature of operations has contained the
effect on group profitability. In addition, the well publicised incidents of labour unrest in the industry
have had minimal effect on the group's operations.
Sugar cane – The results from the group's sugar cane operations were below expectations with
production only marginally higher than the previous year, despite an increase in area harvested.
Climatic conditions, as well as cane having to be cut younger than normal, influenced yield as well
as quality.
Deciduous – Prices of all varieties increased significantly due to strong local demand and the
weakening Rand against the currencies of overseas trading partners, resulting in record profits for
this operation. The accelerated replant programme will be completed in 2014 and over the next
few years the area harvested and yields will increase rapidly as the replanted orchards come into
production.
Bananas – Banana production was impacted by a severe storm which destroyed an estimated 1
200 tons of fruit. The improvement in product quality offset, to some extent, the lower production.
Renishaw - The evaluation of the 1 800 hectare Renishaw cane farms for property development
potential is progressing with the submission by Renishaw Property Developments (Pty) Limited of the
Environmental Impact Assessment for mixed use development. The land claim over a portion of this
property is subject to continuing negotiation.
Investment/disinvestment activities
The following activities have been concluded in the year under review:
- Expansion of the area under sugar cane on the existing Swaziland estate by 262 hectares;
- Expansion of the deciduous fruit orchards in the Western Cape by a further 38 hectares; and
- Ongoing development of the leased estate in Gurue, Mozambique for macadamia nut
production.
The following activities are in progress:
- The grain farm in the southern region of the Western Cape has been listed for sale and a firm offer
to purchase has been received. The rationale for the sale is that the group is of the opinion that
better options for investment in grain crops exist in neighbouring countries at lower land prices.
In the financial statements presented above the results of this operation are shown under discontinued
operations and the assets as held for sale.
Prospects
Projects now being implemented or under consideration should provide a platform for strong
growth in the medium term. With the substantial cash resources available for investment, the group
is well positioned to undertake further expansion into Southern Africa in line with its strategic
objectives.
DECLARATION OF DIVIDEND
Payment of a final cash dividend of 160 cents per ordinary share to ordinary shareholders with an
election to receive capitalisation shares instead of the cash dividend
Shareholders are advised that the board of directors ("the board") has resolved to declare a final
gross cash dividend of 160 cents per ordinary share ("the cash dividend") to ordinary shareholders
recorded in the register of the company at the close of business on Friday, 12 July 2013, to the
extent that ordinary shareholders have not elected to receive the capitalisation shares instead.
Ordinary shareholders will be able to elect to receive ordinary shares of 25 cents each in the
company as capitalisation shares instead of the cash dividend ("the capitalisation issue"), as
calculated by a formula to be advised ("the ratio").
Secondary Tax on Companies ("STC") credits were utilised as part of the ordinary dividend
declaration.
The total STC credits utilised as part of the declaration amount to R377 633 and consequently the
STC credits utilised per share amount to 3.04912 cents per share. Shareholders who are not exempt
from the Dividends Tax will therefore receive a net dividend of 136.45737 cents per ordinary share.
The cash dividend will be paid out of profits of the company while the issue of new ordinary shares
pursuant to the capitalisation issue will be affected from the company's retained earnings reserves.
Shareholders are advised that Dividends Tax is not applicable to the capitalisation shares, but that
there are however possible tax implications of electing to receive capitalisation shares and shareholders
are advised to take specialist advice in this regard.
Details of the ratio will be released on the Stock Exchange News Service of the JSE ("SENS") by no
later than 11:00 on Friday, 28 June 2013 and published in the press the following business day.
Trading in the Strate Limited environment does not permit fractions and fractional entitlements.
Accordingly, where an ordinary shareholders' entitlement to new ordinary shares calculated in
accordance with the above formula gives rise to a fraction of a new ordinary share, such fraction
of a new ordinary share will be rounded up to the nearest whole number where the fraction is
greater than or equal to 0,5 and rounded down to the nearest whole number where the fraction is
less than 0,5.
A circular relating to the cash dividend and the capitalisation issue will be posted to ordinary
shareholders on or about Thursday, 20 June 2013.
The last day to trade to participate in the dividend is Friday, 5 July 2013.
Ordinary shares will commence trading ex-dividend from Monday, 8 July 2013.
The record date will be Friday, 12 July 2013.
The issued number of shares as at declaration date is 12 385 000
Crookes tax reference number is 9696/001/71/9
Ordinary share certificates may not be dematerialised or rematerialised between Monday, 8 July
2013, and Friday, 12 July 2013, both days inclusive.
Ordinary shareholders who hold dematerialised shares will have their accounts at their CSDP or
broker credited or updated on Monday, 15 July 2013.
Where applicable, dividends in respect of certificated shares will be transferred electronically to
shareholders' bank accounts on the payment date. In the absence of specific mandates, dividend
cheques will be posted to shareholders.
The above dividend is in addition to the interim dividend of 80,0 cents per share which was
declared on 23 November 2012 and brings the aggregate dividend in respect of the year ended
31 March 2013 to 240,0 cents (2012: 200,0 cents) per share.
NOTICE OF THE ANNUAL GENERAL MEETING AND POSTING OF ANNUAL REPORT
The annual report will be posted to shareholders on or about 28 June 2013. Notice is hereby given
that the annual general meeting of the company will be held at 12:00 on Friday 26 July 2013, at the
Durban Country Club, to transact the business as stated in the annual general meeting notice
forming part of the annual financial statements.
For and on behalf of the Board
G P Wayne (Chairman)
G S Clarke (Managing Director)
Renishaw
28 May 2013
Registered office and postal address
Renishaw, KwaZulu-Natal
PO Renishaw, 4181
Sponsor
Sasfin Capital
A division of Sasfin Bank Limited
Directors
G P Wayne * (Chairman), G S Clarke (Managing), P J Barker (Financial), P Bhengu *, C J H Chance *,
T Denton *(alternate), J A F Hewat *, P Mnanga *, M T Rutherford *, R E Stewart *, G Vaughan-Smith.
* Non-executive director
Secretary
Highway Corporate Services (Pty) Limited
28 May 2013
Johannesburg
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Date: 28/05/2013 05:49:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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