Wrap Text
Condensed consolidated audited financial results for the year ended 30 September 2013
Pioneer Food Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1996/017676/06)
(Tax registration number: 9834/695/71/1)
(Share code: PFG)
(ISIN code: ZAE000118279)
(“Pioneer Foods” or “the Group” or “the Company”)
Condensed consolidated audited financial results for the year ended 30 September 2013
PIONEER FOODS SALIENT FEATURES
- Revenue increased by 10% to R20 551 million
- Final gross dividend per listed ordinary share 86 cents (2012: 70 cents) increased
by 23%
- Operating profit (before items of a capital nature) increased by 2% to R1 057 million
- Adjusted operating profit (before items of a capital nature)* increased by 9% to
R1 271 million
- Earnings per share decreased by 18% to 274 cents
- Earnings per share for continuing operations increased by 13% to 384 cents
- Headline earnings per share increased by 15% to 389 cents
- Adjusted headline earnings* increased by 13% to R826 million
- Adjusted headline earnings per share* increased by 12% to 456 cents
- Net asset value per share increased by 5% to 3 598 cents
* Headline earnings and operating profit (before items of a capital nature) adjusted for
the once-off IFRS 2 share-based payment charge on the Phase II B-BBEE equity
transaction (2012 only), the IFRS 2 share-based payment charge on the Phase I
B-BBEE transaction (2013 and 2012) and re-organisation costs (2013 only). Furthermore,
headline earnings for 2013 were adjusted for the recognition of a deferred income
tax asset.
Phil Roux, CEO of Pioneer Foods, commented:
“Significant change is under way at Pioneer Foods to position the organisation more
competitively. Notwithstanding the aforementioned, the organisation has shown resilience
by producing a fair set of results in a constrained and highly competitive market
environment. Certain categories excelled while others encountered stronger headwinds.
That said, clarity of strategic direction enabled by a more efficient business model
should bode well for medium term prospects for the organisation.”
Enquiries:
Pioneer Foods: +27 21 807 5100
Phil Roux: +27 73 306 4804, phil.roux@pioneerfoods.co.za
Leon Cronjé: +27 82 801 7772, leon.cronje@pioneerfoods.co.za
CapitalVoice: Johannes van Niekerk +27 82 921 9110
COMMENTARY
Introduction
Pioneer Foods has shown resilience by producing a fair set of results in a constrained and highly
competitive market environment. Certain categories excelled while others encountered stronger
headwinds. The business environment within which Pioneer Foods operates continues to be extremely
challenging. The South African consumer is experiencing substantial pressure on several fronts.
Consumer confidence is low, household debt levels are high and discretionary income limited,
translating to price sensitive and more discerning shopper behaviour.
The fast-moving consumer goods sector is also experiencing increased competition from both local
and international market entrants. The combination of a soft and highly competitive market makes
it difficult to pass the full impact of input cost increases on to consumers without volume loss.
Strategically, it is therefore imperative that we continue to invest in our Power Brands in keeping
with our strategic intent of being a leading branded consumer goods organisation.
The Group also faced some internal challenges over the past six months as a new strategy and
business model were initiated. Although disruptive, these transformational changes are gaining
traction and will reposition the organisation to capitalise on its underlying potential.
Unbundling of Quantum Foods and impairment
In September 2013, Pioneer Foods announced its intention to unbundle Quantum Foods and to list the
business as a separate legal entity on the JSE in 2014. The listing will be subject to market
conditions and regulatory requirements, and other acceptable corporate actions will be considered.
Accordingly, Quantum Foods has been accounted for as an “asset held for sale” and a
“discontinued operation” in terms of "IFRS 5 - Non-current Assets Held for Sale and Discontinued
Operations" for the year under review. As a result, the net assets of Quantum Foods had to be
valued at the lower of its carrying amount or fair value less cost to sell. An
independent valuation resulted in an impairment of the net asset value of Quantum
Foods by R232.0 million, the amount of which is included in items of a capital nature of
discontinued operations. This impairment is largely the result of the continued macro challenges
in the broiler industry.
Results for 2012 in the statement for comprehensive income were restated to reflect Quantum Foods
as a discontinued operation.
Financial Review
Revenue from continuing operations during the year under review increased by 9% to R17.0 billion.
This was largely as a consequence of increased sales prices, as volumes across the Group’s basket
increased by only 1%. Revenue increased by 10% to R20.6 billion inclusive of the discontinued
operations of Quantum Foods.
Cost of goods sold from continuing operations increased by 10% resulting in a decline in gross
profit margin from 30.1% to 29.5%. Significant increases in production input costs and exchange
rate volatility placed pressure on margins. Rigorous cost management contained the increase of
operating costs, after adjustments as described below, to 7%.
Operating profit has been impacted by non-recurring reorganisation costs of R69 million, as well
as a share-based payment charge of R146 million, relating to the Phase I B-BBEE transaction, as
a result of the share price increasing from R53.00 to R87.50 in the reporting period. In the
comparative period the share price declined from R59.00 to R53.00, resulting in a gain of
R36 million. Comparative results of the previous year have further been impacted by a once-off,
non-cash flow charge of R161 million, relating to the Phase II B-BBEE transaction. Headline
earnings were further impacted by the recognition of a deferred income tax asset of R74 million.
Operating profit from continuing operations, before items of a capital nature, and adjusted in
the respective periods for the abnormal costs as described above, increased by 7% to R1 270
million with an operating margin of 7.5% (2012: 7.6%).
Headline earnings of continuing operations, adjusted as described above, increased by 10% to
R819 million or 452 cents per share.
Headline earnings for the Group, adjusted as described above, and inclusive of the performance
from the discontinued business of Quantum Foods, increased by 13% to R826 million or 456 cents
per share.
Net cash generated from operations, including Quantum Foods, increased by 48% to R1 482 million
for the reporting period, largely as a result of unlocking net working capital of R53 million
as opposed to an investment in net working capital of R266 million in the comparative period.
Inventory increased by R276 million mainly due to an increased raisin crop. The increased
investment in wheat stock volumes was countered by decreased volumes of maize stock at year-end.
Debtors remained flat while creditors increased by R370 million mainly due to payments after year
-end.
Net cash profit increased by 7% to R1 623 million, but cash resources were negatively impacted
by the final payment of the Competition Commission penalty of R217 million.
The capital expansion programme is now almost complete with an amount of R1 085 million invested
this year of which R843 million was attributable to expansion capital and R242 million to
replacement capital. The Shakaskraal bakery, Malmesbury/Paarl mill consolidation and the
Quantum Foods abattoir consolidation in Gauteng were the principal beneficiaries. A further
amount of R315 million was invested on acquiring businesses to complete the repositioning of the
Quantum Foods business. Included in this amount is the R144 million for the investment in Mega
Eggs in Zambia.
Net interest-bearing debt increased by R468 million to R1 462 million, a debt to equity ratio
of 22% (2012: 16%). Debt includes R482 million of funding from third-party financiers for the
2012 Phase II B-BBEE transaction being consolidated in terms of IFRS. The debt to equity ratio
improves to 15% should this consolidated third-party debt be excluded.
Sasko
Overall volume growth remained muted and price recovery continued to be challenging, most notably
in the wheat and rice product categories. Total industry demand for the wheat and maize
categories declined for the year and the decline accelerated in the fourth quarter.
Maize profitability in the first half of the reporting period was compromised despite strong volume
growth due to insufficient price recovery in a rising commodity cycle. This was corrected in the
second half of the reporting period.
The wheat and bread categories experienced volume declines due to weaker demand. Price inflation ran
ahead of overall inflation. Acceptable volume growth was achieved in the rice category, but
profitability remained negatively impacted by the price spread between Thai and Indian origin rice.
The pasta category performed well in volume and profitability.
Sasko maintained market shares in key categories and distribution channels during this
challenging trading period.
The new Shakaskraal bakery commenced bread production at the end of September and will provide
improved access to the KwaZulu-Natal market. The consolidation of the Malmesbury and Paarl wheat
mills is progressing as planned and will provide additional capacity for medium-term growth in
the Western Cape.
Bokomo Foods
Bokomo delivered a solid performance during 2013, with pleasing revenue growth and an increased
profit performance notwithstanding challenging trading conditions. Most categories achieved
volume growth with the raisin crop being exceptional. The latter bolstered exports aided by a
weaker rand. Biscuit volumes increased by high double-digits, significantly ahead of category
growth. Volume and value growth were achieved within breakfast cereals with both "Weet-Bix" and
"Corn Flakes" performing well.
Ceres Beverages
This division delivered exceptional financial results on the back of strong export volume growth,
cost synergies and manufacturing and distribution efficiencies.
Domestic volumes came under pressure due to cost push, recovered in price.
Carbonated soft drinks as a category performed significantly below expectation due to aggressive
competitor pricing.
Quantum Foods
Quantum Foods’ financial performance was negatively impacted by industry challenges associated
with imports of chicken and limited pricing power as a consequence.
An abattoir and hatchery, as well as several farms in the Western Cape were closed as a
consequence to ensure that the business prospers albeit it on a smaller scale. Efficiencies in
all manufacturing units continued to improve. The consolidation of the abattoirs in Gauteng and
the freezer completion in the Western Cape will generate further efficiencies.
The acquisition of Mega Eggs in Zambia in March 2013 is already earnings enhancing and performing
in line with expectations.
Prospects
The macro-economic outlook remains bearish in SA and, as a consequence, food and beverage
categories will remain under pressure and are likely to yield limited growth in real terms. That
said, Pioneer Foods is undergoing significant internal change in order to adapt its strategy and
business model to compete more effectively.
Dividend
A gross final dividend of 86 cents (2012: 70 cents) per share has been approved and declared by
the Board. The applicable dates are as follows:
Last date of trading cum dividend Friday, 24 January 2014
Trading ex dividend commences Monday, 27 January 2014
Record date Friday, 31 January 2014
Dividend payable Monday, 3 February 2014
The total dividend for the year under review increased to 132 cents per share, up 16% from 114
cents per share a year ago.
A gross final dividend of 25.8 cents (2012: 21.0 cents) per class A ordinary share, being 30% of
the gross final dividend payable to ordinary shareholders in terms of the rules of the relevant
employee scheme, will be paid during February 2014.
Share certificates may not be dematerialised or materialised between Monday, 27 January 2014 and
Friday, 31 January 2014, both days inclusive.
By order of the Board
ZL Combi P M Roux
Chairman Chief Executive Officer
Paarl, 25 November 2013
GROUP STATEMENT OF COMPREHENSIVE INCOME
Audited Audited
Year ended Year ended
30 September 30 September
2013 2012
R'm R'm
Restated
Continuing operations
Revenue 16 992.3 15 534.5
Cost of goods sold (11 985.8) (10 857.5)
Gross profit 5 006.5 4 677.0
Other income and gains/(losses) - net 139.5 134.8
Other expenses (4 090.7) (3 754.1)
Excluding the following: (3 876.3) (3 629.0)
Re-organisation costs (68.5) -
Phase I B-BBEE transaction share-based
payment charge (145.9) 35.6
Once-off Phase II B-BBEE equity transaction
share-based payment charge - (160.7)
Items of a capital nature (2.2) (10.8)
Operating profit 1 053.1 1 046.9
Investment income 18.3 18.6
Finance costs (128.6) (136.1)
Share of profit of associated companies 1.0 0.6
Profit before income tax 943.8 930.0
Income tax expense (245.2) (318.3)
Profit for the year from continuing operations 698.6 611.7
Loss for the year from discontinued operations
(attributable to owners of the parent) (200.4) (7.0)
Profit for the year 498.2 604.7
Other comprehensive income/(loss) for the year
Items that may subsequently be reclassified to
profit or loss: 80.3 (5.5)
Fair value adjustments to cash flow hedging reserve 17.3 (16.4)
For the year (13.7) 43.8
Current income tax effect 4.4 (12.1)
Deferred income tax effect (0.5) (0.2)
Reclassified to profit or loss 37.7 (66.5)
Current income tax effect (10.7) 21.1
Deferred income tax effect 0.1 (2.5)
Fair value adjustments on available-for-sale
financial assets 0.8 5.8
For the year 18.8 8.1
Deferred income tax effect (1.7) (1.2)
Reclassified to profit or loss (16.3) (1.1)
Movement on foreign currency translation reserve 62.2 5.1
Total comprehensive income for the year 578.5 599.2
Profit for the year attributable to:
Owners of the parent
For continuing operations 697.1 610.6
For discontinued operations (200.4) (7.0)
Non-controlling interest
For continuing operations 1.5 1.1
498.2 604.7
Total comprehensive income for the year attributable to:
Owners of the parent
For continuing operations 752.1 605.5
For discontinued operations (175.1) (7.4)
Non-controlling interest
For continuing operations 1.5 1.1
578.5 599.2
HEADLINE EARNINGS RECONCILIATION
Audited Audited
Year ended Year ended
30 September 30 September
2013 2012
R'm R'm
Restated
Reconciliation between profit attributable
to owners of the parent and headline earnings
Profit attributable to owners of the parent
For continuing operations 697.1 610.6
For discontinued operations (200.4) (7.0)
496.7 603.6
Remeasurement of items of a capital nature:
Continuing operations 2.3 10.8
Net loss on disposal of property, plant and
equipment and intangible assets 5.6 11.9
Net profit on disposal of available-for-sale
financial assets (16.3) (1.1)
Impairment of property, plant and equipment and
intangible assets and loan 13.0 -
Tax effect on remeasurement of items of a
capital nature (1.4) (2.2)
0.9 8.6
Remeasurement of items of a capital nature:
Discontinued operations 230.9 (5.4)
Net profit on disposal of property, plant and
equipment and intangible assets (1.1) (1.5)
Remeasurement profit on previously held interest
in joint venture - (3.9)
Impairment of property, plant and equipment and
intangible assets 232.0 -
Tax effect on remeasurement of items of
a capital nature (23.7) (0.6)
207.2 (6.0)
Headline earnings 704.8 606.2
For continuing operations 698.0 619.2
For discontinued operations 6.8 (13.0)
Phase I B-BBEE transaction share-based payment charge 145.9 (35.6)
Phase II B-BBEE equity transaction once-off share-based
payment charge - 160.7
Re-organisation costs 49.3 -
Recognition of deferred income tax asset (74.1) -
Adjusted headline earnings (note 1) 825.9 731.3
For continuing operations 819.1 744.3
For discontinued operations 6.8 (13.0)
Number of issued ordinary shares (million) 231.0 230.3
Number of issued treasury shares:
- held by subsidiary (million) 18.0 18.0
- held by share incentive trust (million) 1.4 2.5
- held by B-BBEE equity transaction participants (million) 18.1 18.1
- held by BEE trust (million) 10.6 10.6
Number of issued class A ordinary shares (million) 7.4 8.2
Weighted average number of ordinary shares (million) 181.3 179.9
Weighted average number or ordinary shares
- diluted (million) 185.8 182.3
Earnings per ordinary share (cents):
- basic 274.0 335.6
- diluted 267.3 331.0
- headline 388.8 337.0
- diluted headline 379.3 332.5
- adjusted headline (note 1) 455.5 406.6
- diluted adjusted headline (note 1) 444.5 401.1
- adjusted headline for continuing operations (note 1) 451.8 413.7
Gross dividend per ordinary share (cents) 132.0 114.0
Gross dividend per class A ordinary share (cents) 39.6 34.2
Net asset value per ordinary share (cents) 3 597.5 3 415.3
Debt to equity ratio (%) 22.6 16.1
Note 1
Headline earnings ("HE") is calculated based on Circular 2/2013 issued by the South African
Institute of Chartered Accountants. Adjusted HE is defined as HE adjusted for material
once-off occurrences as well as for the impact of the share-based payment charge on the B-BBEE
Phase I transaction on profit or loss due to the volatility of this share-based payment charge.
During the current reporting period HE was adjusted for the impact of once-off re-organisation
costs and for the recognition of a deferred income tax asset. During the 2012 reporting period
HE was adjusted for the effect of the once-off share-based payment charge recognised in terms
of the Phase II B-BBEE equity transaction.
GROUP STATEMENT OF FINANCIAL POSITION
Audited Audited
30 September 30 September
2013 2012
R'm R'm
Assets
Non-current assets 5 275.8 5 526.5
Property, plant and equipment 4 363.1 4 641.5
Goodwill 227.7 271.9
Other intangible assets 470.8 464.3
Biological assets 16.0 16.0
Investments in associates and loans to joint ventures 44.0 56.9
Available-for-sale financial assets 59.0 52.8
Trade and other receivables 20.9 20.4
Deferred income tax 74.3 2.7
Current assets 4 641.4 5 079.6
Inventories 2 491.2 2 450.0
Biological assets 8.4 228.7
Derivative financial instruments 11.0 6.8
Trade and other receivables 1 730.9 2 014.3
Current income tax 1.3 4.2
Cash and cash equivalents 398.6 375.6
Assets of disposal group classified as held for sale 1 953.4 -
Total assets 11 870.6 10 606.1
Equity and liabilities
Capital and reserves attributable to owners of
the parent 6 580.2 6 184.9
Share capital 23.1 23.0
Share premium 2 188.6 2 171.8
Treasury shares (1 190.9) (1 207.5)
Other reserves 426.2 350.3
Retained earnings 5 133.2 4 847.3
Non-controlling interest 9.3 8.2
Total equity 6 589.5 6 193.1
Non-current liabilities 2 344.2 1 377.5
Borrowings
B-BBEE equity transaction third-party finance 449.7 449.7
Other 1 034.4 48.0
Provisions for other liabilities and charges 121.8 119.2
Share-based payment liability 251.4 108.2
Deferred income tax 486.9 652.4
Current liabilities 2 454.9 3 035.5
Trade and other payables 2 010.3 1 933.0
Current income tax 29.4 4.7
Derivative financial instruments 6.2 3.1
Borrowings 401.3 871.7
Loan from joint venture 7.4 7.0
Accrual for Competition Commission penalties - 215.5
Dividends payable 0.3 0.5
Liabilities of disposal group classified as held for sale 482.0 -
Total equity and liabilities 11 870.6 10 606.1
GROUP STATEMENT OF CHANGES IN EQUITY
Audited Audited
Year ended Year ended
30 September 30 September
2013 2012
R'm R'm
Share capital, share premium and treasury shares 1 020.8 987.3
Opening balance 987.3 986.5
Cost to issue ordinary shares to participants in
B-BBEE equity transaction - (4.1)
Movement in treasury shares 16.7 13.1
Ordinary shares issued - share appreciation rights 49.6 22.8
Employee share scheme - repurchase of shares (32.8) (31.0)
Other reserves 426.2 350.3
Opening balance 350.3 115.2
Contribution by participants to B-BBEE equity transaction - 96.4
Once-off share-based payment charge on B-BBEE equity
transaction - 160.7
Transfers to retained earnings - (4.5)
Equity compensation reserve transactions 15.2 13.8
Ordinary shares issued - share appreciation rights (49.6) (22.8)
Deferred income tax on share-based payments 30.0 (3.0)
Other comprehensive income/(loss) for the year 80.3 (5.5)
Retained earnings 5 133.2 4 847.3
Opening balance 4 847.3 4 386.6
Profit for the year 496.7 603.6
Dividends paid (211.3) (151.5)
Transfers from other reserves - 4.5
Management share incentive scheme - disposal of shares 0.8 4.3
Employee share scheme - transfer tax on share
transactions (0.3) (0.2)
Non-controlling interest 9.3 8.2
Opening balance 8.2 7.5
Dividend paid (0.4) (0.4)
Profit for the year 1.5 1.1
Total equity 6 589.5 6 193.1
GROUP STATEMENT OF CASH FLOWS
Audited Audited
Year ended Year ended
30 September 30 September
2013 2012
R'm R'm
Net cash profit from operating activities 1 623.3 1 514.9
Cash effect from hedging activities 22.7 (32.2)
Working capital changes 53.1 (266.2)
Accrual for Competition Commission penalties paid (216.7) (216.7)
Net cash generated from operations 1 482.4 999.8
Income tax paid (243.1) (257.7)
Net cash flow from operating activities 1 239.3 742.1
Net cash flow from investment activities (1 333.0) (753.0)
Property, plant and equipment and intangible assets
- additions (842.6) (559.9)
- replacements (242.5) (174.1)
- proceeds on disposal 28.4 14.0
Business combinations (315.0) (25.5)
Proceeds on disposal of and changes in available-
for-sale financial assets and loans 18.5 (28.0)
Interest received 18.2 19.1
Dividends received 1.7 1.4
Dividends received from associates 0.3 -
Net cash flow from financing activities (204.6) 44.6
Proceeds from borrowings - third-party finance of
B-BBEE equity transaction - 449.7
Proceeds from new syndicated borrowings 1 870.0 -
Repayments of other borrowings (1 700.0) (211.4)
Net contribution by participants to B-BBEE
equity transaction - 92.3
Share schemes transactions (17.1) (14.9)
Interest paid (146.0) (119.7)
Dividends paid (211.5) (151.4)
Net cash, cash equivalents and bank overdrafts from
business combinations - (11.3)
Net (decrease)/increase in cash, cash equivalents
and bank overdrafts (298.3) 22.4
Net cash, cash equivalents and bank overdrafts
at beginning of the year 368.1 345.7
Net cash, cash equivalents and bank overdrafts
at end of year 69.8 368.1
For continuing operations 45.2 356.0
For discontinued operations 24.6 12.1
GROUP SEGMENT REPORT
Audited Audited
Year ended Year ended
30 September 30 September
2013 2012
R'm R'm
Restated
Segment revenue (Note 1)
Sasko 10 772.2 9 940.4
Quantum Foods 3 575.6 3 097.6
Bokomo Foods 3 526.7 3 071.6
Ceres Beverages 3 021.2 2 798.2
20 895.7 18 907.8
Less: Internal revenue (344.7) (298.0)
Total 20 551.0 18 609.8
Segment results (Note 1)
Sasko 824.7 941.6
Quantum Foods (18.9) (42.3)
Bokomo Foods 289.3 263.8
Ceres Beverages 263.8 88.3
Other (156.4) (89.5)
1 202.5 1 161.9
Phase I B-BBEE transaction share-based payment charge (145.9) 35.6
Phase II B-BBEE equity transaction once-off share-based
payment charge - (160.7)
Operating profit before items of a capital nature 1 056.6 1 036.8
Reconciliation of operating profit (before items of a
capital nature) to profit before income tax
Operating profit before items of a capital nature 1 056.6 1 036.8
Adjusted for:
Remeasurement of items of a capital nature (233.2) (5.4)
Interest income 18.2 19.1
Dividends received 1.7 1.4
Finance costs (129.4) (136.6)
Share of profit of associated companies 1.2 1.3
Profit before income tax (including discontinued
operations) 715.1 916.6
Note 1: Includes discontinued operations
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of preparation
These preliminary condensed financial statements are an extract from the audited financial
statements of the Group for the year ended 30 September 2013, which have been prepared in
accordance with International Financial Reporting Standards ("IFRS"), the Listings
Requirements of the JSE Ltd and the Companies Act of South Africa, Act 71 of 2008, as
amended. These condensed financial statements comply with the requirements of "IAS 34
Interim Financial Reporting", the SAICA Financial Reporting Guides as issued by the
Accounting Practices Committee and the Financial Reporting Pronouncements as issued by the
Financial Reporting Standards Council. These condensed financial statements have not been
audited.
The directors take full responsibility for the preparation of the preliminary report and
that the financial information has been correctly extracted from the underlying financial
statements.
2. Accounting policies
These condensed financial statements incorporate accounting policies that are consistent
with those applied in the Group's financial statements for the year ended 30 September
2013 and with those of previous financial years, except for the adoption of the following
amendments to published standards and interpretations that became effective for the
current reporting period beginning on 1 October 2012:
"Amendment to IAS 1 - Presentation of Financial Statements"
"Amendment to IAS 12 - Amendment to IAS 12: Deferred Tax: Recovery of Underlying Assets"
The adoption of these amendments to standards and interpretations did not have any
material impact on the Group's results and cash flows for the year ended 30 September
2013 and the financial position at 30 September 2013.
Audited Audited
Year ended Year ended
30 September 30 September
2013 2012
3. Share capital
During the year under review the following share
transactions occurred:
Number of listed issued and fully paid ordinary shares
At beginning of year 230 314 486 201 236 929
Shares issued in terms of employee share appreciation rights
scheme 692 361 385 908
Shares issued to participants of the B-BBEE equity transaction - 18 091 661
Shares issued to the BEE Trust - 10 599 988
At end of year 231 006 847 230 314 486
692 361 (30 September 2012: 385 908) listed ordinary shares of
10 cents each were issued at an average of R71.64
(30 September 2012: R59.20) per share in terms of the share
appreciation rights scheme.
Number of treasury shares held by the share incentive trust
At beginning of year 2 545 933 3 881 401
Movement in shares (1 123 817) (1 335 468)
At end of year 1 422 116 2 545 933
Proceeds on the sale of treasury shares by the share incentive
trust (R'000) 18 662 18 536
Number of treasury shares held by B-BBEE transaction participants
At beginning of year 18 091 661 -
Shares issued to participants of the B-BBEE equity transaction - 18 091 661
At end of year 18 091 661 18 091 661
Number of treasury shares held by BEE Trust
At beginning of year 10 599 988 -
Shares issued to BEE Trust in terms of the B-BBEE equity
transaction - 10 599 988
At end of year 10 599 988 10 599 988
Number of treasury shares held by a subsidiary
At beginning and end of year 17 982 056 17 982 056
Number of unlisted class A ordinary shares
At beginning of year 8 198 120 9 294 530
Shares bought back and cancelled (830 760) (1 096 410)
At end of year 7 367 360 8 198 120
Purchase consideration paid for unlisted class A ordinary shares
bought back (R'000) 32 736 30 967
4. Impairment of property, plant and equipment and goodwill
4.1 Impairment losses due to the treatment of Quantum Foods as an asset held for sale
Shareholders were advised on SENS on 5 September 2013 of the Board's intent to restructure the
Company's interest in the Quantum Foods segment, which includes the South African business units
and two foreign African subsidiaries (Bokomo Uganda (Pty) Ltd and Bokomo Zambia Ltd) that produce
and sell eggs, chicken products, animal feed and commercial laying hens.
It is Pioneer Foods' intention to unbundle its interests in Quantum Foods to its shareholders and
subsequently list Quantum Foods as a separate legal entity on the JSE subject to market conditions
and regulatory requirements, or any other acceptable corporate action, within approximately 12 months.
Accordingly, Quantum Foods has been presented as an "asset held for sale" and as "discontinued
operations" in terms of "IFRS 5 Non-current Assets Held for Sale and Discontinued Operations" for
the year ended 30 September 2013.
In terms of IFRS 5 an entity shall measure a non-current disposal group classified as held for sale at
the lower of its carrying amount and fair value less costs to sell. The fair value less costs to sell
was determined using the average results of an income valuation approach and different scenarios for a
market valuation approach.
The impairment charge of R232.0 million is recognised in the line item "Items of a capital nature" for
discontinued operations in the statement of comprehensive income. The impairment charge attributable to
property, plant and equipment and goodwill is as follows:
Nature R'm
Property, plant and equipment 155.1
Goodwill 76.9
Subtotal 232.0
Income tax effect (23.9)
After income tax effect 208.1
4.2 Heinz Foods SA (Pty) Ltd
During the reporting period Heinz Foods SA (Pty) Ltd, a joint venture of the Group, closed its Spartan
factory. As a result of this closure the carrying values of property, plant and equipment and of
goodwill were impaired to its fair value less costs to sell. The recoverable amount of a cash-generating
unit ("CGU") is the higher of its fair value less costs to sell and value-in-use. The impairment loss
for this business was calculated by comparing the carrying amount of the CGU to the fair value less
costs to sell of this CGU. The fair value less costs to sell is based on management's best estimate of
the amount that can be obtained in an arm's length transaction.
The impairment charge of R11.6 million is recognised in the line item "Items of a capital nature" in
the statement of comprehensive income. The impairment charge attributable to property, plant and
equipment and goodwill is as follows:
Nature R'm
Property, plant and equipment 9.6
Goodwill 2.0
Subtotal 11.6
Income tax effect (2.6)
After income tax effect 9.0
4.3 Bowman Ingredients (SA) Pty Ltd
A rotary drier at Bowman Ingredients (SA) Pty Ltd was replaced and the old one became idle and there
is no prospect of use thereof within a reasonable period of time. Consequently, the carrying amount
of this asset was impaired. The impairment loss for this asset was calculated by comparing the
carrying amount of the asset to the fair value less costs to sell of the asset. The fair value less
costs to sell is based on management's best estimate of the amount that can be obtained in an arm's
length transaction.
The impairment charge of R0.6 million is recognised in the line item "Items of a capital nature" in
the statement of comprehensive income. The impairment charge attributable to property, plant and
equipment is as follows:
Nature R'm
Property, plant and equipment 0.6
Income tax effect (0.2)
After income tax effect 0.4
5. Borrowings
The Group's syndicated financing facilities matured in September 2013. New syndicated facilities of
R3.5 billion were obtained in September 2013, consisting of bullet loans, revolving loans, overnight
loans and general banking facilities. The existing security arrangements are used to provide security
to the lenders in the form of bonds over land and buildings of specific sites, special notarial bonds
over specific items of plant and equipment and general notarial bonds over all movable assets of
specific Group subsidiaries.
These borrowings were obtained to refinance existing borrowings, to fund working capital and to fund
expansions at Group legal entities.
No other material new borrowings were concluded during the period under review. Other changes in
borrowings mainly reflect repayments made in terms of agreements. Short-term borrowings fluctuate in
accordance with changing working capital needs.
6 Events after the reporting date
6.1 Dividend
The Board approved and declared a gross final dividend of 86.0 cents (2013: gross interim dividend
of 46.0 cents and 2012: gross final dividend of 70.0 cents) per ordinary share. This will
approximately amount to R189 549 899 (2013: interim of R101 352 454 and 2012: final of R153 941 885)
depending on the exact number of ordinary shares issued at the record date. In addition, the
10 599 988 Pioneer Foods shares issued to the Pioneer Foods Broad-Based BEE Trust, will receive 20%
of the dividend payable, i.e. 17.2 cents (2013: gross interim of 9.2 cents and 2012: gross final
dividend of 14.0 cents) per share, amounting to R1 823 198 (2013: interim of R975 199 and 2012:
final of R1 483 998).
The Board approved a gross final dividend of 25.8 cents (2013: gross interim dividend of 13.8 cents
and 2012: gross final dividend of 21.0 cents) per class A ordinary share, being 30% of the dividend
payable to the other class ordinary shareholders in terms of the rules of the relevant employee
scheme. This will approximately amount to R1 900 779 (2013: interim of R1 047 579 and 2012: final of
R1 665 819) depending on the exact number of class A ordinary shares issued at the record date.
Additional information disclosed:
These dividends are declared from income reserves and qualify as a dividend as defined in the Income
Tax Act, Act 58 of 1962.
Dividends will be paid net of dividends tax of 15%, to be withheld and paid to the South African
Revenue Service by the Company. Such tax must be withheld unless beneficial owners of the dividend
have provided the necessary documentary proof to the relevant regulated intermediary that they are
exempt therefrom, or entitled to a reduced rate as result of the double taxation agreement between
South Africa and the country of domicile of such owner.
The total credits for secondary tax on companies utilised as part of this declaration amount to Rnil.
The net dividend amounts to 73.10 cents per ordinary share and 21.93 cents per class A ordinary
share for shareholders liable to pay dividends tax. The dividend amounts to 86.0 cents per
ordinary share and 25.8 cents per class A ordinary share for shareholders exempt from paying
dividends tax.
The number of issued ordinary shares and issued class A ordinary shares is 231 094 143 and 7 005 110
respectively as at the date of this declaration.
6.2 Other material events
There have been no other material events requiring disclosure after the reporting date and up to
the date of approval of the condensed financial statements by the Board.
7. Business combinations
During the year under review the following businesses were acquired and all assets and liabilities
relating to these acquisitions have been accounted for on an acquisition basis:
Audited
Year ended
30 September
2013
R'm
Darling Fresh Chickens - Kikoesvlei Broiler Farm (on 8 January 2013)
Purchase consideration settled in cash 75.8
Reason for acquisition
To increase own production capacity and to increase abattoir throughput
Darling Fresh Chickens - Langspruit Breeder Farm (on 23 October 2012)
Purchase consideration settled in cash 44.3
Reason for acquisition
To increase own production capacity and to increase abattoir throughput
Lemoenkloof Layer Farm (on 1 February 2013)
Purchase consideration settled in cash 51.1
Reason for acquisition
Additional laying capacity in the Western Cape region
Mega Eggs (on 20 March 2013)
Purchase consideration settled in cash 143.8
Reason for acquisition
Expansion of Zambian business to extend the value chain from day-old-
chicks to rearing of commercial layers to produce commercial eggs for sale
Reason for goodwill recognised on acquisitions
The purchase price paid for the businesses corresponded to the fair value of
the tangible and intangible assets acquired. However, in terms of the
requirements of "IAS 12 - Income Taxes", deferred income tax was raised on
the difference between the fair values of individual assets and liabilities and
the tax bases of those assets and liabilities recognised on acquisition date of
the business combinations. Consequently, the recognition of deferred income
tax liabilities resulted in a corresponding amount of R30.0 million accounted
for as goodwill.
The assets and liabilities acquired of these businesses can be summarised
as follows:
Fair value
Property, plant and equipment 293.4
Goodwill 30.0
Inventories 1.1
Current biological assets 22.5
Trade and other payables (2.0)
Deferred income tax (30.0)
Purchase consideration settled in cash 315.0
Carrying value
As the Group acquired the assets and liabilities of these businesses rather than the shares
of the legal entities that previously owned such assets and liabilities, it is impracticable
to disclose the carrying amounts in the accounting records of the previous owners prior to
the acquisition. In these circumstances the Group does not have access to such carrying
values.
The contribution of these businesses since acquisition (R'm):
Revenue 186.6
Operating profit before impairment of Quantum Foods 12.3
The contributions of these businesses assuming the acquisitions were at the
beginning of the year (R'm):
Revenue 288.9
Operating profit before impairment of Quantum Foods 23.4
8. Contingent liabilities
8.1 Land claims discontinued operations
Regional Land Claim Commissioners acknowledged claims against two farms (three portions) of a
Group company in terms of the provisions of sections 2 and 11 of the Restitution of Land Rights Act,
Act 22 of 1994 (as amended), during 2007.
During the current reporting period, sale agreements were concluded for these two farms of which
the total value was R5.3 million.
It is not anticipated that any material transactions will arise from these land claims.
8.2 Dispute with egg contract producers discontinued operations
As previously reported, the claims from four contract egg producers are still unresolved.
Pioneer Foods is defending contractual claims from its privatised egg contract producers and the
matters were set down for arbitration during 2012. Since the hearings commenced in 2012,
settlements were negotiated with the two egg contract producers that had the largest claims. These
settlements had no adverse financial impact on Pioneer Foods. The claims from the remaining four
contract egg producers are still unresolved.
Pioneer Foods filed pleas to all these claims and in two of these claims counterclaims have been
filed to recover damages suffered by Pioneer Foods as a result of breach of contract by the contract
producers.
Management is of the view, based on legal advice regarding the merits of the claims against the
Group, that the Group will not incur any material liability in respect of this matter.
8.3 Dispute with broiler farms and breeder farms discontinued operations
Several breeder farms and broiler farms (four in total) also filed claims against Pioneer Foods for
the alleged breach of the terms of their supply agreements with Pioneer Foods.
Only letters of demand have been received thus far and these claims should eventually be finalised
by means of arbitration. No date has been set for the arbitration proceedings.
A further breeder farm has filed a claim against Pioneer Foods for the alleged breach of the terms
of a shareholder agreement. A preliminary hearing on the matter was held in March 2013 and the court
case had been postponed until August 2013 for hearing. Final argument by counsel was heard on
14 November 2013 and it is anticipated that judgement may be handed down early in 2014.
Based on legal advice regarding the merits of these claims management is of the view that the Group
will not incur any material liability in respect of these matters.
8.4 Class action continuing operations
Stemming from the Competition Commission investigation into collusion among the bread producers
in 2006, Pioneer Foods, Tiger Brands and Premier Foods ("the Producers") were sued by the
consumers (members of the public who consumed bread during that period) and the independent
distributors that had been contracted by the Producers. They claimed that the Competition Act, Act 89
of 1998, paved the way for class actions against the Producers if they could each have their classes
certified. After judgement was handed down by Judge van Zyl in the Cape High Court on 29 August 2011,
dismissing the consumers and distributors applications for leave to appeal, both parties have since
decided to petition the Supreme Court of Appeal ("SCA"). The consumers' petition papers were served
on Pioneer Foods on 22 September 2011 and those of the distributors were served on 28 September 2011.
The SCA held hearings on 6 November 2012 on the distributor matter and on 7 November 2012 on the
consumer matter. These proceedings are a result of the appeals launched by the distributors and the
consumers in their applications for class certification. The certification applications are a
preliminary means for instituting class actions for damages against Pioneer Foods (Pty) Ltd, Tiger
Brands Ltd and Premier Foods (Pty) Ltd relating to previous conduct of these firms in relation to
bread, in contravention of the Competition Act, Act 89 of 1998.
Pioneer Foods successfully defended the class actions by the consumers and distributors during
November 2012 resulting in a judgement where the distributors' appeal was dismissed by the SCA. The
appeal by the consumers for a "national class" certification was also dismissed by the SCA. The only
remaining issue that was remitted back to the Western Cape High Court was whether the consumers
would be able to argue for a "Western Cape Class". However, the papers before the SCA did not
support such a finding. They were given an opportunity to supplement their papers, which they have
done and the quantum of their claim is R2 million as against (and to be shared by) the three
respondents.
At the time of reporting, the latter matter was still pending before the Western Cape High Court
for the consumers. The distributors subsequently filed an appeal with the Constitutional Court
against the SCA's judgement that had dismissed their claim. At the time of reporting, there was
no quantum to their claim.
The distributors' Constitutional Court matter was heard in May 2013 and judgement handed down in
June 2013. The distributors' appeal was upheld by the Constitutional Court and their matter
remitted back to the Western Cape High Court in a similar manner as those of the consumers. They
have two months to supplement their papers in the interim, to which Pioneer Foods (together with
Tiger Brands and Premier Foods) will have to reply. As at the time of reporting, no papers had yet
been filed by them.
Based on legal advice, no provision has been raised for potential damages in these matters as
management is of the view that no material liability will arise from these claims.
8.5 Guarantees
The Group had guarantees in issue of R48.5 million (30 September 2012: R50.0 million) as at
30 September 2013, primarily for loans by third parties to contracted suppliers.
As part of the financial assistance provided by Rand Merchant Bank, a division of FirstRand
Bank Ltd ("RMB"), to BEE Investors in terms of the B-BBEE equity transaction concluded during
2012, Pioneer Foods (Pty) Ltd provided RMB with a guarantee amounting to R100 million.
9. Future capital commitments
Capital expenditure approved by the Board and contracted for amount to R265.0 million
(30 September 2012: R818.4 million). Capital expenditure approved by the Board, but not
contracted for yet, amount to R242.4 million (30 September 2012: R471.0 million). Capital
commitments of joint ventures amount to R25.9 million (30 September 2012: R45.3 million).
10. Non-current assets held for sale and discontinued operations
The assets and liabilities related to the Quantum Foods segment, which include the equity interests
held in the wholly owned subsidiaries Philadelphia Chick Breeders (Pty) Ltd, Lohmann Breeders SA
(Pty) Ltd, Bokomo Uganda (Pty) Ltd and Bokomo Zambia Ltd and the Quantum Foods division of
Pioneer Foods (Pty) Ltd, have been presented as an "asset held for sale" and as "discontinued
operations" in terms of "IFRS 5 Non-current Assets Held for Sale and Discontinued Operations" for
the year ended 30 September 2013 following the approval of the Board in September 2013 to
restructure the Company's interest in the Quantum Foods segment.
It is Pioneer Foods' intention to unbundle its interests in Quantum Foods to its shareholders and
subsequently list Quantum Foods as a separate legal entity on the JSE subject to market conditions
and regulatory requirements, or any other acceptable corporate action, within approximately 12 months.
Audited Audited
30 September 30 September
2013 2012
R'm R'm
Assets of the disposal group classified as held for sale:
Property, plant and equipment 1 129.6 -
Investment in associates 6.8 -
Inventory 235.9 -
Biological assets 276.7 -
Trade and other receivables 275.3 -
Deferred income tax 3.1 -
Derivative financial instruments 0.9 -
Current income tax 0.5 -
Cash and cash equivalents 24.6 -
1 953.4 -
Liabilities of the disposal group classified as held for sale:
Deferred income tax 196.3 -
Provision for other liabilities and charges 9.3 -
Trade and other payables 274.8 -
Current income tax 1.6 -
482.0 -
Currency translation reserve 22.9 -
Audited Audited
Year ended Year ended
30 September 30 September
2013 2012
R'm R'm
The results of discontinued operations and the results
recognised on the remeasurement of the Quantum Foods
disposal group is as follows:
Revenue 3 558.7 3 075.3
Operating profit/(loss) before items of a capital nature 1.3 (20.9)
Items of a capital nature 1.1 5.4
Investment income 1.6 1.9
Finance costs (0.8) (0.5)
Share of profit of associated companies 0.3 0.7
Profit/(loss) before income tax 3.5 (13.4)
Income tax 4.2 6.4
Profit/(loss) after income tax 7.7 (7.0)
Loss after income tax recognised on the remeasurement of
assets of the disposal group (208.1) -
Before income tax (232.0) -
Income tax 23.9 -
Loss for the year from discontinued operations (200.4) (7.0)
Other comprehensive income/(loss) for the year from
discontinued operations
Currency translation differences 25.3 (0.4)
Total comprehensive loss for the year from discontinued
operations (175.1) (7.4)
Cash flow of the disposal group classified as held for sale:
Net cash flow from operating activities 90.8 -
Net cash flow from investment activities (469.6) -
Net cash flow from financing activities 391.3 -
Net increase in cash, cash equivalents and bank overdrafts 12.5 -
Net cash, cash equivalents and bank overdrafts at beginning of year 12.1 -
Net cash, cash equivalents and bank overdrafts at end of year 24.6 -
11. Restatement of financial information for comparative periods
11.1 Reclassification of line items of statement of comprehensive income
During the current year the Group renamed the line item 'Distribution costs' to 'Sales and
distribution costs' and added a new line item 'Marketing costs' on the face of the statement of
comprehensive income. In addition staff costs have been reallocated from 'Other operating expenses' to
'Sales and distribution costs', 'Administration expenses' and 'Marketing costs'. The reason for the
reclassification is to reflect more appropriately the way in which economic benefits are derived from
staff costs.
The impact on the comparative figures of the line items of the statement of comprehensive income is as
follows:
Before After
reclassification reclassification
Audited Audited
Year ended Year ended
30 September Reclassifi- 30 September Discontinued Continuing
2012 cation 2012 operations operations
R'm R'm R'm R'm R'm
Sales and
distribution costs 1 699.2 650.4 2 349.6 (281.0) 2 068.6
Marketing costs - 367.4 367.4 (24.8) 342.6
Administration expenses 337.0 285.0 622.0 (66.0) 556.0
Other operating expenses 2 205.8 (1 302.8) 903.0 (276.8) 626.2
Total 4 242.0 - 4 242.0 (648.6) 3 593.4
Since the amounts are reclassifications within the statement of comprehensive income, this
reclassification did not have any effect on the statement of financial position.
11.2 Restatement of segment information
From the beginning of the current reporting period the chief operating decision-maker reviewed the
operating results of the Bokomo Zambia and Bokomo Uganda businesses as part of the Quantum
Foods segment. The nature of these businesses are more aligned with the Quantum Foods segment as
their operations predominantly include the production of animal feeds and the production and sale of
commercial eggs and day-old chicks. As a result the previously reported segment revenue and results
have been restated. The effect of this restatement is as follows:
Audited
Year ended
30 September
2012
R'm
(Decrease)/increase in segment revenue
Sasko (61.2)
Quantum Foods 61.2
Total -
(Decrease)/increase in operating profit before items of capital
nature
Sasko (6.4)
Quantum Foods 6.4
Total -
The Agri Business segment has been renamed as Quantum Foods since the previous reporting period.
12. Preparation of financial statements
These condensed financial statements have been prepared under the supervision of LR Cronjé, CA(SA),
Group financial director.
13. Audit
The external auditors, PricewaterhouseCoopers Inc., have audited the Group's financial statements for
the year ended 30 September 2013 and their unqualified auditor's report is available for inspection at
the registered office of the Company.
The Group's auditors have not reviewed nor reported on any of the comments relating to prospects.
Directors:
ZL Combi (Chairman), PM Roux (CEO)*, LR Cronjé*, N Celliers, MM du Toit, AE Jacobs, Prof ASM Karaan,
NS Mjoli-Mncube, G Pretorius, LP Retief, AH Sangqu (* Executive)
Company secretary:
J Jacobs
E-mail: Jay-Ann.Jacobs@pioneerfoods.co.za
Registered address:
32 Market Street, Paarl, 7646, PO Box 20, Huguenot, 7645, South Africa
Tel: 021 807 5100 Fax: 021 807 5280
E-mail: info@pioneerfoods.co.za
Transfer secretaries:
Computershare Investor Services (Pty) Ltd, PO Box 61051, Marshalltown, 2107, South Africa
Tel: 011 370 5000 Fax: 011 688 5209
Sponsor:
PSG Capital (Pty) Ltd, PO Box 7403, Stellenbosch, 7599, South Africa
Tel: 021 887 9602 Fax: 021 887 9624
Date: 25/11/2013 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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