To view the PDF file, sign up for a MySharenet subscription.

SUPER GROUP LIMITED - Final Results for the year ended 30 June 2014

Release Date: 18/08/2014 16:00
Code(s): SPG     PDF:  
Wrap Text
Final Results for the year ended 30 June 2014

SUPER GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1943/016107/06
Share code SPG
ISIN ZAE000161832
("Super Group" or "the Group" or "the company")

Final Results
for the year ended 30 June 2014

FINANCIAL PERFORMANCE AND
HIGHLIGHTS
for the year ended 30 June 2014

22%
REVENUE
INCREASED BY
22% TO R14,3 BILLION

19%
OPERATING PROFIT
INCREASED BY
19% TO R1,3 BILLION

17%
PROFIT BEFORE TAXATION
INCREASED BY
17% TO R1,2 BILLION

0,3
OPERATING PROFIT MARGIN
DECREASED BY
27 BPS TO 9,4%

17%
HEADLINE EARNINGS PER
SHARE INCREASED BY
17% TO 249 CENTS

18%
ADJUSTED HEADLINE
EARNINGS PER SHARE
INCREASED BY
18% TO 260 CENTS

39%
OPERATING CASH FLOW
INCREASED BY
39% TO R2,0 BILLION

18%
NET ASSET VALUE PER SHARE
INCREASED BY
18% TO 1 437 CENTS

INTRODUCTION
Despite the prevailing difficult economic and trading conditions, Super Group delivered an excellent set of results for the
year ended 30 June 2014. The growth in earnings is testimony to the Group's integrated mobility solutions strategy and has
been achieved despite the highly challenging market conditions and inflationary pressures experienced in both Southern
Africa and Australasia.

The logistics and transport industry in South Africa continued to be impacted by high fuel prices, the e-Toll cost in Gauteng,
weak consumer spending and significant industrial action across many sectors. Logistics into Africa remained robust with
an increase in South-bound activity.

NAAMSA reported a 2,1% decline in new vehicle sales for the year ended 30 June 2014, compared to the 8,8% growth
reported for the year ended 30 June 2013.

On 31 October 2013 Super Group listed its first issuance of its Domestic Medium Term Notes (DMTN) programme on the
JSE Limited (JSE) to the value of R471 million with the coupon rate being 3–month JIBAR plus 180 bps per annum for three
years, maturing on 31 October 2016. The approved Domestic Medium Term Programme totals R2 billion.

Super Group's subsidiary, SG Fleet Group Limited (SG Fleet), was listed on 4 March 2014 on the Australian Securities
Exchange. Super Group continues to be the largest shareholder, with a shareholding of 52,5% as at 30 June 2014.

FINANCIAL PERFORMANCE
Super Group reported an increase in revenue of 22,0% to R14 297 million (June 2013: R11 718 million). This performance was
mainly attributable to new contracts secured in most of the Supply Chain South Africa businesses, a strong performance
in the African Logistics cluster and increased sales in the Dealerships Division.

Operating profit increased by 18,6% to R1 345 million (June 2013: R1 134 million) driven by operational efficiencies, consistent
focus on cost controls within each of the operations as well as securing new contracts. Operating profit margin pressure,
with the exception of Dealerships, was experienced as a result of the competitive landscape, especially in the second half
of 2014, resulting in a margin decline of 27 basis points to 9,4% (June 2013: 9,7%).

Net finance costs increased by 51,8% to R102 million (June 2013: R67 million) as a result of acquisitions and an increase in
asset-based finance.

Profit before taxation was up by 16,5% to R1 242 million (June 2013: R1 067 million), directly as a consequence of the
improved operational profitability of the Group.

Basic earnings per share (EPS) and headline earnings per share (HEPS) for the year under review increased by 13,3%
to 249,2 cents (June 2013: 220.0 cents) and 16,9% to 248,7 cents (June 2013: 212,7 cents), respectively. Adjusted HEPS
increased by 17,9% to 260,0 cents (June 2013: 220,6 cents) on the basis that the B-BBEE expenditure, amortisation of
intangibles and acquisition costs amounting to 11,3 cents per share are excluded from HEPS.

The Group's Return on Net Operating Assets (RNOA), after tax, was 18,6% (June 2013: 20,8%) for the current financial year.

As at 30 June 2014, Super Group's net debt position decreased by 42,6% to R91 million (30 June 2013: R159 million).
The Group's total gearing as at 30 June 2014 was 1,7% (30 June 2013: 3,7%). The net asset value per share increased by
17,7% for the year to 1 437,1 cents at 30 June 2014 (30 June 2013: 1 220,5 cents). The Board is satisfied with the Group's
Statement of Financial Position.

Operating cash flow increased by 39,0% for the year to R2 005 million (June 2013: R1 442 million) with a working capital
outflow of R90 million compared to R286 million in the comparable year as a result of stringent working capital management.
Cash generated from operations, after working capital, increased by 65,7% to R1 915 million (June 2013: R1 155 million).

During the year under review, the company, through a subsidiary, repurchased 2 635 791 shares, totalling 0,8% of its issued
share capital, at an average share price of R25.05. The total consideration relating to these repurchases was R66 million.
These shares are held as treasury shares.

DIVISIONAL REVIEW
SUPPLY CHAIN

                                      Year ended     Year ended   
R'000                    Change %   30 June 2014   30 June 2013   
Revenue                      37,4      7 192 965      5 236 529   
South Africa                 38,2      6 525 257      4 723 142   
African Logistics            30,1        667 708        513 387   
Operating profit             28,5        508 175        395 504   
South Africa                 30,7        428 786        328 164   
African Logistics            17,9         79 389         67 340   
Operating margin (%)                         7,1            7,6   
South Africa                                 6,6            6,9   
African Logistics                           11,9           13,1   
Profit before taxation       23,6        436 334        353 150   
South Africa                 20,0        360 615        300 412   
African Logistics            43,6         75 719         52 738   
Net operating assets          5,4      2 923 174      2 772 984   
South Africa                  5,3      2 446 482      2 323 375   
African Logistics             6,0        476 692        449 609   

The majority of Supply Chain South Africa's businesses delivered a strong performance given the current economic climate.
Most notably, Freight, Super Rent, SG Bulk and VsC Technologies reported strong topline growth. Safika Oosthuizens'
financial performance was strong despite being adversely impacted by a decline in Eskom coal delivery days and poor
weather conditions in the third quarter of the 2014 financial year. Digistics' results were impacted by e-Toll costs as well
as depressed consumer spending. Mobility's earnings reflected the poor real growth experienced in the automotive
sector. Sherwood International reported results in line with expectations, whilst Micor reported satisfactory results
despite lower import levels during the year. SG Convenience continued to grow its customer base and reported good
sales growth with the assistance of SG Gateway and the Super Group Brands Division. R&H Liquor Distributors, a liquor
distribution company to restaurants and hotels, was acquired and the business unit's results already contributed positively
to SG Convenience's results for the four months since 1 March 2014.

African Logistics experienced a reasonable increase in kilometres travelled. The Beira-Harare route continued to experience
good volume growth. The African Logistics' fleet is currently running at a slightly lower average fleet utilisation of 83% and
its business was impacted in the second half of the 2014 financial year by a decline in transport rates. The Rand weakness
over the year contributed positively to the results with a foreign exchange gain of R14,9 million (June 2013: R20,3 million).

FLEET SOLUTIONS                                                   
                                      Year ended     Year ended   
R'000                    Change %   30 June 2014   30 June 2013   
Revenue                       6,5      1 935 188      1 817 448   
FleetAfrica                (11,3)        382 843        431 648   
SG Fleet                     12,0      1 552 345      1 385 800   
Operating profit              5,1        650 366        618 833   
FleetAfrica                 (2,4)        122 519        125 496   
SG Fleet                      7,0        527 847        493 337   
Operating margin (%)                        33,6           34,0   
FleetAfrica                                 32,0           29,1   
SG Fleet                                    34,0           35,6   
Profit before taxation        7,9        639 796        592 925   
FleetAfrica                  13,6        134 682        118 528   
SG Fleet                      6,5        505 114        474 397   
Net operating assets         12,7      1 255 701      1 114 304   
FleetAfrica                   1,7        351 000        345 240   
SG Fleet                     17,6        904 701        769 064   

FleetAfrica delivered an above expectation performance as a result of having secured a number of key corporate and public
sector contracts as well as having commenced delivery of consulting services in the fleet management arena to certain of
its customers. The operating profit margin remained above average mainly as a result of the ad hoc rental contracts.

SG Fleet achieved a marginally better than forecast profit before taxation as a result of lower fleet running costs. A number of
fleet management contracts that were won over the past two years continued to impact revenue growth positively. Revenue
growth during the first half of the 2014 financial year was however negatively impacted by the uncertainty around Fringe
Benefit Tax on novated leases. SG Fleet has experienced a good recovery in the novated lease business since December
2013. The United Kingdom business was re-shaped and a significant improvement in the risk profile of the business was
achieved. The New Zealand business pipeline has experienced growth with sizeable and attractive opportunities being
explored. The Australian Dollar against the Rand contributed positively to the consolidated results of Super Group by an
amount of R19,5 million (June 2013: R52,6 million).

DEALERSHIPS                                                       
                                      Year ended     Year ended   
R'000                    Change %   30 June 2014   30 June 2013   
Revenue                      11,1      5 150 402      4 637 791   
Operating profit             15,3        139 032        120 610   
Operating margin (%)                         2,7            2,6   
Profit before taxation       16,9        111 788         95 652   
Net operating assets         82,8        877 911        480 230   

Dealerships reported an excellent set of results despite challenging market conditions. New vehicle sales were flat but were
once again ahead of the market which recorded a 2,1% decline in new vehicle sales for the year to 30 June 2014. New vehicle
sales continued to slow during the year and reflect the effects of declining consumer spending, higher interest rates and
increased vehicle prices as a result of the weaker Rand. The division reported a 6,0% increase in total used vehicle sales for
the year, and aftermarket activity and contributions grew in line with expectations. This resulted in Dealerships improving
its operating margin to 2,7% (June 2013: 2,6%). The inclusion of the Great Wall Motors (GWM) South Africa distributorship,
which was acquired effective 1 May 2014, and two GWM dealerships acquired during the year, had no material impact on
the division's earnings.

SERVICES
The Services segment includes the Corporate, Insurance and Mauritius operations. The Mauritius and Insurance operations
performed slightly ahead of expectations. In addition, a revaluation surplus was recognised for a warehouse that has been
built for an external tenant. This property has been classified under investment properties, with the effect of the revaluation
surplus going through earnings.

PROSPECTS
Trading conditions in the South African economy are expected to remain challenging over the short to medium term.
Super Group is also anticipating an increase in competitive pricing pressures across all sectors and will continue focusing
on driving cost efficiencies throughout the Group. The weak Rand, higher fuel prices, inflationary pressures and high
unemployment rates will continue to hamper growth in South Africa. Nevertheless, a number of interesting investment
opportunities are being explored across the Group.

Supply Chain South Africa faces various challenges in generating good earnings growth in the current economic climate,
but its focus remains on its stated strategy of pursuing selected opportunities in higher growth niche markets. The bespoke
warehouses at Super Park have been completed and are fully operational. Subsequent to year end, Super Group acquired
Phola Coaches, a business providing passenger transport solutions for the mining, power generation and construction
industries, effective 1 July 2014.

African Logistics remains strategically positioned to benefit from any increased activity in sub-Saharan Africa. The business
continues to investigate new opportunities within this region.

FleetAfrica has secured a large parastatal contract. As a result, the current level of operating margin is expected to
decline to a more normalised level. It is a five year contract entailing the fleet management of approximately 3 500 light
commercial vehicles. The roll-out of the contract has already commenced. FleetAfrica has also commenced providing fleet
management consulting services to certain of its customers and this has been well received.

SG Fleet's contract tender pipeline remains healthy, with a number of large and exciting opportunities currently in the
market. A focus is also placed on converting new entrants to the business' outsourced model and fleet management
customers to full leasing services. SG Fleet is confident that with its businesses and geographies, technology and continued
innovation, a healthy customer conversion rate can be achieved.

The Dealerships Division is anticipating continuing difficult trading conditions. Super Group's acquisition of a 50,1% interest
in GWM South Africa strongly positions the Group in the cost-competitive light delivery vehicle and small passenger
vehicle sectors.

The culture of service excellence in all areas of its business remains important to Super Group's position as an innovative,
integrated mobility solutions company.

The Board remains of the opinion that Super Group should rather re-invest cash generated in acquisitions or the repurchase
of shares. Accordingly, a decision was taken not to declare a dividend for the year ended 30 June 2014.

The Reviewed Condensed Consolidated Annual Financial Results for the year ended 30 June 2014 will be available on the
Group's website after 17:00 on Monday, 18 August 2014 and the presentation to the investor community can be viewed on
the Group's website from Tuesday, 19 August 2014 after 11:00. Copies of the full announcement are available on request
from Nigel Redford, Company Secretary, nigel.redford@supergrp.com. The Group's website is www.supergroup.co.za.

On behalf of the Board

P Vallet                                                       P Mountford
Chairman of the company                                        Chief Executive Officer

18 August 2014
Sandton

REVIEWED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PREPARATION AND ACCOUNTING POLICIES

The Condensed Consolidated Financial Statements are prepared in accordance with the requirements of the
JSE Limited Listings Requirements for preliminary reports and the requirements of the Companies Act of South Africa.
The Listings Requirements require preliminary reports to be prepared in accordance with the framework concepts and
the measurement and recognition requirements of International Financial Reporting Standards (IFRS) and the SAICA
Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued
by the Financial Reporting Standards Council and to also, as a minimum, contain the information required by IAS 34 –
Interim Financial Reporting. The accounting policies applied in the preparation of the Condensed Consolidated Financial
Statements are in terms of IFRS and are consistent with those applied in the previous Consolidated Annual Financial
Statements, except for the standards and amendments to standards that became effective for the first time in Super
Group's financial year commencing 1 July 2013: IFRS 10 – Consolidated Financial Statements; IFRS 11 – Joint Arrangements;
IFRS 13 – Fair Value Measurement; IAS 19 (2011) – Employee Benefits; IAS 28 (2011) – Investments in Associates and Joint
Ventures; Amendments to IFRS 7 – Financial Instruments: Disclosures: Offsetting Financial Assets and Financial Liabilities;
Amendments to IAS 16 – Property, Plant and Equipment: Classification of servicing equipment; Amendment to IAS 32 –
Financial Instruments Presentation: Tax effect of distribution to holders of equity instruments; IAS 34 – Interim Financial
Reporting: Segment information for segment assets. The impact of adopting the above standards have had no material
effect on the Condensed Consolidated Financial Statements. These Condensed Consolidated Financial Statements have
been reviewed by the Group's auditors and their report is available for inspection at the Company's registered office.

The Condensed Consolidated Financial Statements are presented in Rand, which is the company's functional currency and
the Group's presentation currency.

These results have been compiled under the supervision of the Chief Financial Officer, Colin Brown, CA(SA), BCompt
(Hons), MBL.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                                                               Year ended   Year ended   
                                                                                  30 June      30 June   
                                                                                     2014         2013   
                                                                                 Reviewed      Audited   
                                                                                    R'000        R'000   
Revenue                                                                        14 296 765   11 717 972   
Trading profit before depreciation and amortisation                             1 930 195    1 476 123   
Depreciation and amortisation                                                   (579 641)    (359 254)   
Trading profit                                                                  1 350 554    1 116 869   
Capital items                                                                     (6 045)       17 147   
Operating profit                                                                1 344 509    1 134 016   
Net finance charges                                                             (102 206)     (67 329)   
Profit before taxation                                                          1 242 303    1 066 687   
Income tax expense                                                              (304 609)    (250 570)   
Profit for the year                                                               937 694      816 117   
Profit for the year attributable to:                                                                     
Non-controlling interests                                                         208 524      179 433   
Equity holders of Super Group                                                     729 170      636 684   
                                                                                  937 694      816 117   
Other comprehensive income                                                                               
Eff ect of foreign exchange                                                       161 120      143 164   
Hedge accounting                                                                        –        1 989   
Revaluation of land and buildings                                                  23 652       14 445   
Other comprehensive income taxation eff ect                                       (5 838)      (3 780)   
Other comprehensive income for the year                                           178 934      155 818   
Total comprehensive income for the year                                         1 116 628      971 935   
Total comprehensive income for the year attributable to:                                                 
Non-controlling interests                                                         274 784      212 718   
Equity holders of Super Group                                                     841 844      759 217   
                                                                                1 116 628      971 935   
RECONCILIATION OF HEADLINE EARNINGS                                                                      
Profit attributable to equity holders of Super Group                              729 170      636 684   
Capital items after tax                                                           (1 495)     (21 145)   
Impairment of intangible assets                                                    23 226        2 892   
(Reversal of impairment)/impairment of property, plant and equipment                                     
and full maintenance lease vehicles                                                 (400)       34 462   
Impairment of goodwill                                                              1 350        3 948   
Profit on sale of property, plant and equipment                                   (3 791)     (20 072)   
Negative goodwill on business combination                                               –     (38 377)   
Fair value adjustment to investment property                                     (14 340)            –   
Taxation eff ect of capital items                                                 (2 675)      (4 861)   
Non-controlling interest eff ect of capital items                                 (4 865)          863   
Headline earnings for the year                                                    727 675      615 539   
Earnings per share (cents)                                                                               
Basic                                                                               249,2        220,0   
Diluted                                                                             241,9        211,7   
Headline earnings per share (cents)                                                                      
Basic                                                                               248,7        212,7   
Diluted                                                                             241,4        204,7   
RECONCILIATION OF ADJUSTED EARNINGS                                                                      
Headline earnings for the year                                                    727 675      615 539   
Acquisition costs after tax                                                         5 561        5 989   
B-BBEE costs after tax                                                              6 805        6 787   
Amortisation of intangible assets arising on business combinations after tax       20 774       10 198   
Adjusted headline earnings for the year                                           760 815      638 513   
Adjusted headline earnings per share (cents)                                                             
Basic                                                                               260,0        220,6   
Diluted                                                                             252,4        212,3   

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                                                                  30 June      30 June   
                                                                                     2014         2013   
                                                                                 Reviewed      Audited   
                                                                                    R'000        R'000   
ASSETS                                                                                           
Non-current assets                                                                               
Property, plant and equipment                                                   2 865 531    2 515 103   
Investment property                                                               120 400       64 716   
Full maintenance lease assets                                                     554 728      545 247   
Intangible assets                                                                 199 566      241 831   
Goodwill                                                                        1 887 982    1 738 323   
Investments and other non-current assets                                           43 650        3 839   
Deferred tax assets                                                               371 597      314 469   
Current assets                                                                  6 127 348    5 133 374   
Asset held-for-sale                                                                60 000        6 100   
Inventories                                                                     1 367 803      840 112   
Trade receivables                                                               1 783 680    1 696 839   
Sundry receivables                                                                858 999      695 388   
Insurance-related assets                                                           16 687       22 390   
Cash and cash equivalents                                                       2 040 179    1 872 545   
Total assets                                                                   12 170 802   10 556 902   
EQUITY AND LIABILITIES                                                                           
Capital and reserves                                                                             
Capital and reserves attributable to equity holders of Super Group              4 268 796    3 532 396   
Non-controlling interests                                                         952 693      751 917   
Total equity                                                                    5 221 489    4 284 313   
Liabilities                                                                                      
Fund reserves                                                                     338 948      346 740   
Deferred tax liabilities                                                          232 659      254 289   
Full maintenance lease liabilities                                                210 744      146 687   
Non-current                                                                       101 009       41 515   
Current                                                                           109 735      105 172   
Interest-bearing borrowings                                                     1 920 485    1 884 619   
Non-current                                                                     1 645 247    1 550 438   
Current                                                                           275 238      334 181   
Non-controlling interest put options and other financial liabilities              222 152      209 339   
Provisions                                                                        475 756      413 496   
Non-current                                                                       155 011            –   
Current                                                                           320 745      413 496   
Insurance-related liabilities                                                      37 810       45 511   
Trade and other payables                                                        3 428 209    2 852 456   
Income tax payable                                                                 82 550      119 452   
Total equity and liabilities                                                   12 170 802   10 556 902   

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
                                                                               Year ended   Year ended   
                                                                                  30 June      30 June   
                                                                                     2014         2013   
                                                                                 Reviewed      Audited   
                                                                                    R'000        R'000   
Cash flows from operating activities                                                     
Operating cash flow                                                             2 004 716    1 441 778   
Working capital outflow                                                          (90 175)    (286 412)   
Cash generated from operations                                                  1 914 541    1 155 366   
Finance costs paid                                                              (222 400)    (154 143)   
Investment income and interest received                                           123 954       81 501   
Income tax paid                                                                 (293 200)    (349 011)   
Dividend paid to non-controlling interest                                       (255 588)            –   
Net cash generated from operating activities                                    1 267 307      733 713   
Cash flows from investing activities                                                     
Net additions to plant and equipment                                            (650 805)    (239 948)   
Net additions to land, buildings and leasehold improvements                     (114 206)    (177 924)   
Net additions to full maintenance lease assets                                   (68 789)    (141 747)   
Net additions to intangible assets                                               (21 535)     (19 896)   
Proceeds on disposal of asset held-for-sale                                         6 100            –   
Acquisition of businesses (net of cash acquired)                                 (18 147)    (217 619)   
Additional investment in existing subsidiary                                    (334 639)            –   
Other investing activities                                                       (85 097)     (31 178)   
Net cash flow from investing activities                                       (1 287 118)    (828 312)   
Cash flows from financing activities                                                     
Net share repurchases                                                            (64 338)     (59 127)   
Net interest-bearing borrowings raised                                            110 070      183 958   
Net full maintenance lease borrowings raised/(repaid)                              52 510     (25 264)   
Net cash flow from financing activities                                            98 242       99 567   
Net increase in cash and cash equivalents                                          78 431        4 968   
Net cash and cash equivalents at beginning of the year                          1 872 545    1 776 430   
Eff ect of foreign exchange on cash and cash equivalents                           89 203       91 147   
Cash and cash equivalents at end of the year                                    2 040 179    1 872 545   

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                                                                                                 Non-
                                                                                        Share             controlling
                                        Share        Share     Other     Retained     buyback                interest      Total
                                      capital      premium  reserves     earnings     reserve       Total       (NCI)     equity
                                        R'000        R'000     R'000        R'000       R'000       R'000       R'000      R'000
Audited balance at 30 June 2012       315 334    1 746 798   592 860    1 057 030   (691 899)   3 020 123     380 522  3 400 645
Changes in equity for 2013 year
Other comprehensive income                  –            –   122 533            –           –     122 533      33 285    155 818
Translation adjustment                      –            –   110 541            –           –     110 541      32 623    143 164
Effective portion of hedge                  –            –     1 327            –           –       1 327         662      1 989
Revaluation of land and buildings           –            –    14 445            –           –      14 445           –     14 445
Taxation effect of revaluation of
 land and buildings                         –            –   (3 780)            –           –     (3 780)           –    (3 780)
Profit for the year                         –            –         –      636 684           –     636 684     179 433    816 117
Total comprehensive income
 for the year                               –            –   122 533      636 684           –     759 217     212 718    971 935
Transfer from contingency reserve           –            –   (1 064)        1 064           –           –           –          –
Realisation of revaluation reserve
 through depreciation                       –            –      (99)           99           –           –           –          –
Realisation of revaluation
 reserve through sale of
 revalued properties                        –            –     (996)          996           –           –           –          –
Share-based payment
 reserve movement                           –            –         –       19 310           –      19 310         551     19 861
South African share options
 exercised                                  –            –         –     (60 601)           –    (60 601)       (230)   (60 831)
Non-controlling interest
 put options movement                       –            –         –    (207 356)           –   (207 356)           –  (207 356)
Share buybacks                              –            –         –            –       1 703       1 703           –      1 703
NCI recognised in respect of
 subsidiaries acquired                      –            –         –            –           –           –     158 356    158 356
Audited balance at 30 June 2013       315 334    1 746 798   713 234    1 447 226   (690 196)   3 532 396     751 917  4 284 313
Changes in equity for 2014 year
Other comprehensive income                  –            –   112 674            –           –     112 674      66 260    178 934
Translation adjustment                      –            –    94 860            –           –      94 860      66 260    161 120
Revaluation of land and buildings           –            –    23 652            –           –      23 652           –     23 652
Taxation effect of revaluation of
 land and buildings                         –            –   (5 838)            –           –     (5 838)           –    (5 838)
Profit for the year                         –            –         –      729 170           –     729 170     208 524    937 694
Total comprehensive income
 for the year                               –            –   112 674      729 170           –     841 844     274 784  1 116 628
Realisation of revaluation reserve
 through depreciation                       –            –   (1 136)        1 136           –           –           –          –
Realisation of revaluation
 reserve through sale of
 revalued properties                        –            –  (13 031)       13 031           –           –           –          –
Share-based payment reserve
 movement                                   –            –         –       18 605           –      18 605       1 783     20 388
South African share options
 exercised                                  –            –         –    (202 003)           –   (202 003)       (180)  (202 183)
South African B-BBEE good
 leaver options exercised                   –            –         –      (1 936)           –     (1 936)         (9)    (1 945)
Share buybacks                              –            –         –            –     199 790     199 790           –    199 790
Deferred tax recorded directly in
 equity on movement in options              –            –         –       93 676           –      93 676       1 748     95 424
Non-controlling interest put
 options movement                           –            –         –       28 032           –      28 032           –     28 032
Dividends paid                              –            –         –            –           –           –   (255 588)  (255 588)
Transactions with equity partners*#         –            –         –     (96 576)           –    (96 576)     209 030    112 454
Australian share options exercised*         –            –         –    (116 880)           –   (116 880)   (116 413)  (233 293)
Australian initial public offering
 transaction costs*                         –            –         –     (28 152)           –    (28 152)    (28 039)   (56 191)
NCI recognised in respect of
 subsidiaries acquired                      –            –         –            –           –           –     113 660    113 660
Reviewed balance
 at 30 June 2014                      315 334    1 746 798   811 741    1 885 329   (490 406)   4 268 796     952 693  5 221 489

* Refer to the note on the increase in existing shareholding in subsidiaries.
# Movement in retained earnings and non-controlling interest resulting from the change in percentage holding.

OPERATING SEGMENTS
                                                                                            Supply Chain                                                                                                                       Services and
                                            Super Group             Supply Chain            South Africa       African Logistics        Fleet Solutions         FleetAfrica            SG Fleet             Dealerships   inter-company eliminations

                                     Year ended   Year ended  Year ended  Year ended  Year ended  Year ended Year ended Year ended  Year ended  Year ended Year ended Year ended Year ended Year ended  Year ended  Year ended Year ended Year ended
                                        30 June      30 June     30 June     30 June     30 June     30 June    30 June    30 June     30 June     30 June    30 June    30 June    30 June    30 June     30 June     30 June    30 June    30 June
                                           2014         2013        2014        2013        2014        2013       2014       2013        2014        2013       2014       2013       2014       2014        2014        2013       2014       2013
                                       Reviewed      Audited    Reviewed     Audited    Reviewed     Audited   Reviewed    Audited    Reviewed     Audited   Reviewed    Audited   Reviewed    Audited    Reviewed     Audited   Reviewed    Audited
                                          R'000        R'000       R'000       R'000       R'000       R'000      R'000      R'000       R'000       R'000      R'000      R'000      R'000      R'000       R'000       R'000      R'000      R'000
Revenue                              14 296 765   11 717 972   7 192 965   5 236 529   6 525 257   4 723 142    667 708    513 387   1 935 188   1 817 448    382 843    431 648  1 552 345  1 385 800   5 150 402   4 637 791     18 210     26 204
South Africa                         12 169 135    9 813 987                                                                                                                                                                                        
Australia                             1 483 768    1 327 726                                                                                                                                                                                        
Africa and other                        643 862      576 259                                                                                                                                                                                        
Depreciation and amortisation         (579 641)    (359 254)   (398 808)   (199 495)   (361 570)   (179 281)   (37 238)   (20 214)   (155 297)   (138 836)   (90 446)   (68 851)   (64 851)   (69 985)    (13 971)     (9 801)   (11 565)   (11 122)
Net operating expenditure –                                                                                                                                                                                                                         
excluding capital items            (12 366 570) (10 241 849) (6 287 324) (4 653 166) (5 734 376) (4 224 063)  (552 948)  (429 103) (1 129 762) (1 059 528)  (169 878)  (237 301)  (959 884)  (822 227) (4 998 818) (4 507 380)     49 334   (21 775)
Trading profit                        1 350 554    1 116 869     506 833     383 868     429 311     319 798     77 522     64 070     650 129     619 084    122 519    125 496    527 610    493 588     137 613     120 610     55 979    (6 693)
Capital items                           (6 045)       17 147       1 342      11 636       (525)       8 366      1 867      3 270         237       (251)          –          –        237      (251)       1 419           –    (9 043)      5 762
Operating profit                      1 344 509    1 134 016     508 175     395 504     428 786     328 164     79 389     67 340     650 366     618 833    122 519    125 496    527 847    493 337     139 032     120 610     46 936      (931)
Share of profit of equity-accounted                                                                                                                                                                                                                 
investee                                  1 082        1 143           –           –           –           –          –          –           –           –          –          –          –          –           –           –      1 082      1 143
Net finance costs                     (103 288)     (68 472)    (71 841)    (42 354)    (68 171)    (27 752)    (3 670)   (14 602)    (10 570)    (25 908)     12 163    (6 968)   (22 733)   (18 940)    (27 244)    (24 958)      6 367     24 748
Profit before taxation                1 242 303    1 066 687     436 334     353 150     360 615     300 412     75 719     52 738     639 796     592 925    134 682    118 528    505 114    474 397     111 788      95 652     54 385     24 960
ASSETS                                                                                                                                                                                                                                              
Non-current assets                                                                                                                                                                                                                                  
Property, plant and equipment         2 865 531    2 515 103   1 927 450   1 622 639   1 594 716   1 311 729    332 734    310 910      12 489       8 747        469        276     12 020      8 471     225 785     208 832    699 807    674 885
Investment property                     120 400       64 716           –           –           –           –          –          –           –           –          –          –          –          –           –           –    120 400     64 716
Full maintenance lease assets           554 728      545 247           –           –           –           –          –          –     554 728     545 247    397 210    380 383    157 518    164 864           –           –          -          -
Intangible assets                       199 566      241 831     144 596     204 825     144 596     204 825          –          –      49 149      28 727          –          –     49 149     28 727         499       1 118      5 322      7 161
Goodwill                              1 887 982    1 738 323     443 598     419 989     395 320     375 098     48 278     44 891   1 338 774   1 215 684     87 822     87 822  1 250 952  1 127 862     105 610     102 650          –          –
Investments and other                                                                                                                                                                                                                               
non-current assets                       43 650        3 839       5 208           –       5 208           –          –          –           –           –          –          –          –          –       3 992           –     34 450      3 839
Current assets                                                                                                                                                                                                                                      
Asset held-for-sale                      60 000        6 100           –           –           –           –          –          –           –           –          –          –          –          –           –           –     60 000      6 100
Inventories                           1 367 803      840 112     324 313     181 207     290 317     156 985     33 996     24 222      47 212      83 707        689     28 617     46 523     55 090     996 278     570 398          –      4 800
Trade receivables                     1 783 680    1 696 839   1 115 664   1 121 252   1 011 646   1 021 570    104 018     99 682     434 660     357 284     86 754    103 356    347 906    253 928     218 162     134 636     15 194     83 667
Sundry receivables                      858 999      695 388     531 099     537 234     507 776     510 660     23 323     26 574      86 752      94 038     16 697     28 538     70 055     65 500      19 877       5 834    221 271     58 282
Insurance-related assets                 16 687       22 390           –           –           –           –          –          –           –           –          –          –          –          –           –           –     16 687     22 390
Intercompany trade receivables                –            –      10 341      11 223       9 607      10 522        734        701         289         867        289        867          –          –         557         747   (11 187)   (12 837)
SEGMENT ASSETS                        9 759 026    8 369 888   4 502 269   4 098 369   3 959 186   3 591 389    543 083    506 980   2 524 053   2 334 301    589 930    629 859  1 934 123  1 704 442   1 570 760   1 024 215  1 161 944    913 003
South Africa                          7 072 637    5 901 870                                                                                                                                                                                        
Australia                             1 806 961    1 607 754                                                                                                                                                                                        
Africa and other                        879 428      860 264                                                                                                                                                                                        
LIABILITIES                                                                                                                                                                                                                                         
Non-current liabilities                                                                                                                                                                                                                             
Long-term borrowings                  1 746 256    1 591 953     491 776     403 869     491 776     403 869          –          –     424 156     500 339     67 044     19 666    357 112    480 673           –           –    830 324    687 745
Non-controlling interest put options                                                                                                                                                                                                                
and other financial liabilities         222 152      209 339     222 152     209 339     222 152     209 339          –          –           –           –          –          –          –          –           –           –          –          –
Fund reserves                           338 948      346 740           –           –           –           –          –          –     338 948     346 740     42 912     76 826    296 036    269 914           –           –          –          –
Long-term provisions                    155 011            –           –           –           –           –          –          –     145 576           –          –          –    145 576          –           –           –      9 435          –
Current liabilities                                                                                                                                                                                                                                 
Short-term borrowings                   384 973      439 353     255 215     285 614     255 215     285 614          –          –     119 988     132 952     41 053     58 191     78 935     74 761           –           –      9 770     20 787
Trade and other payables and                                                                                                                                                                                                                        
provisions                            3 748 954    3 265 952   1 549 747   1 302 196   1 488 443   1 250 077     61 304     52 119     679 791     868 108     93 524    202 644    586 267    665 464   1 295 370     903 671    224 046    191 977
Insurance-related liabilities            37 810       45 511           –           –           –           –          –          –           –           –          –          –          –          –           –           –     37 810     45 511
Intercompany trade payables                   –            –      24 140      23 189      19 053      17 937      5 087      5 252       4 039       5 149      4 039      5 149          –          –           6         851   (28 185)   (29 189)
SEGMENT LIABILITIES                   6 634 104    5 898 848   2 543 030   2 224 207   2 476 639   2 166 836     66 391     57 371   1 712 498   1 853 288    248 572    362 476  1 463 926  1 490 812   1 295 376     904 522  1 083 200    916 831
South Africa                          4 987 063    4 160 435                                                                                                                                                                                        
Australia                             1 459 627    1 493 630                                                                                                                                                                                        
Africa and other                        187 414      244 783                                                                                                                                                                                        
Net capex                               855 335      579 515     639 847     212 717     600 303     212 937     39 544      (220)      97 376     158 193     44 986     93 005     52 390     65 188      11 758      76 888    106 354    131 717
South Africa                            763 401      514 547                                                                                                                                                                                        
Australia                                52 390       65 188                                                                                                                                                                                        
Africa and other                         39 544        (220)                                                                                                                                                                                        
Net operating assets                  5 825 949    5 072 222   2 923 174   2 772 984   2 446 482   2 323 375    476 692    449 609   1 255 701   1 114 304    351 000    345 240    904 701    769 064     877 911     480 230    769 163    704 704

BUSINESS COMBINATIONS
                                                                                                      Purchase
                                                                                      Interest   consideration
Subsidiaries and                 Nature of         Operating                  Date    acquired     transferred
businesses acquired              business          segment                acquired         (%)           R'000
GWM (S.A.) Proprietary Limited   Distributorship   Dealerships          1 May 2014        50,1         127 877
                                                   Supply Chain
                                                   South Africa
                                 Logistics and     and            1 March 2014 and
Other acquisitions               Dealerships       Dealerships    7 September 2013       100,0          50 671
Total purchase consideration                                                                           178 548

                                                  GWM (S.A.)                              
Fair value of assets                             Proprietary          Other               
acquired and liabilities assumed                     Limited   acquisitions       Total   
at date of acquisition:                                R'000          R'000       R'000   
Assets                                                                                    
Property, plant and equipment                         16 818          2 005      18 823   
Intangible assets                                         66          6 018       6 084   
Goodwill                                               2 959         21 572      24 531   
Equity-accounted investee                              3 992              –       3 992   
Deferred tax asset                                     4 391              –       4 391   
Inventories                                          326 418         66 680     393 098   
Trade and other receivables                          102 799          8 646     111 445   
Cash and cash equivalents                             95 572          4 829     100 401   
                                                     553 015        109 750     662 765   
Liabilities                                                                               
Deferred tax liabilities                                   –          1 685       1 685   
Interest-bearing borrowings                                –          2 466       2 466   
Trade and other payables                             284 215         54 340     338 555   
Income tax payable                                       207              –         207   
Provisions                                            37 858            588      38 446   
                                                     322 280         59 079     381 359   
Acquirees' carrying amount at acquisition            230 735         50 671     281 406   
Less: Non-controlling interests                    (113 660)              –   (113 660)   
Net assets acquired                                  117 075         50 671     167 746   
Deferred contingent purchase consideration            10 802              –      10 802   
Purchase consideration transferred                   127 877         50 671     178 548   
Equity instruments (2 216 076 ordinary shares)      (60 000)              –    (60 000)   
Cash acquired                                       (95 572)        (4 829)   (100 401)   
Cash (inflow)/outfow                                (27 695)         45 842      18 147   

The GWM SA Distributorship acquisition agreement gives rise to a deferred contingent purchase consideration payable on
28 February 2017. The Group has estimated that this will be a receivable of R10,802 million, calculated based on estimated
future profits and discounted using an (after tax) interest rate of 5.4%. This acquisition positions the Group in the cost-
competitive light delivery vehicle and small passenger vehicle sectors.

The other acquisitions will enable the Group to bolster the respective Dealership and Supply Chain South Africa divisions.

The non-controlling interests have been calculated using the present ownership instruments' proportionate share in the
recognised amounts of the acquiree's identifiable net assets.

Goodwill has been recognised on the acquisition of the GWM SA Distributorship and the other immaterial acquisitions
amounting to R2,959 million and R21,572 million respectively.

Goodwill is attributable mainly to the skills and technical talent of the workforce and synergies expected to be achieved
from integrating the acquired businesses into the Group's various operations. None of the goodwill recognised is expected
to be deductible for tax purposes.

The acquisition related costs of R1,758 million relating to these acquisitions are included in the consolidated statement of
comprehensive income.

                                             GWM (S.A.)
                                            Proprietary          Other
Impact of the acquisitions                      Limited   acquisitions      Total
on the results of the Group                       R'000          R'000      R'000
From the dates of acquisition, the acquired
 businesses contributed:
Revenue                                          30 875        166 940    197 815
Attributable (loss)/profit                      (2 156)            957    (1 199)

Net costs on increase in existing shareholding in subsidiaries:

During the year, CHAMP Ventures (CV), an Australian private equity firm, explored alternatives for it's 41,36% non-controlling
interest in SG Fleet. This was consistent with the shareholding arrangements between CV and the Group entered into in 2011.

In order to facilitate the exit of CV's shareholding in SG Fleet, an initial public offering (IPO) of ordinary shares was executed
by way of an offer for sale of existing shares in SG Fleet and a listing of SG Fleet Group on the Australian Securities
Exchange. This transaction occurred on 4 March 2014. The Group held 50,6% of the shares after this transaction.

This transaction consisted of the following events that resulted in the change of the Group's percentage holding in SG Fleet:

- The current executive share option scheme vested and shares were issued accordingly;
- A dividend of AUD67,4 million was declared of which AUD47,0 million was funded by free cash flows and the remaining
  AUD20,4 million was funded via the proceeds from the issue of shares;
- The Group purchased additional 3,5% shares from CV and SG Fleet management shareholders for AUD18,0 million;
- The redemption of the existing Redeemable Preference Shares of AUD20,5 million was funded via the proceeds from
  the issue of shares;
- Transaction costs of AUD8,24 million were incurred on the issue of shares and consequently recorded in equity resulting
  in a deferred tax asset of AUD2,471 million being raised;
- SG Fleet issued shares to the value of AUD4,6 million to the Group's staff in respect of a bonus.

Subsequent to the IPO on March 2014, Super Group purchased an additional 1,94% of shares in SG Fleet for AUD8,256 million
resulting in a holding of 52,54% in SG Fleet.

The acquisition related costs of R4,9 million relating to these acquisitions are included in the consolidated statement of
comprehensive income.

Impact on Condensed Consolidated Statement                                                        
of Financial Position and Condensed Consolidated Statement         IPO   Subsequent       Total   
of Changes in Equity                                             R'000        R'000       R'000   
Non-controlling interests:                                      65 432     (23 241)      42 191   
Transactions with equity partners                              232 271     (23 241)     209 030   
Options exercised                                            (116 413)            –   (116 413)   
Transaction costs                                             (28 039)            –    (28 039)   
Bonus expense included in profit or loss for the year         (22 387)            –    (22 387)   
Retained earnings:                                           (205 851)     (58 234)   (264 085)   
Transactions with equity partners                             (38 342)     (58 234)    (96 576)   
Options exercised                                            (116 880)            –   (116 880)   
Transaction costs                                             (28 152)            –    (28 152)   
Bonus expense included in profit or loss for the year         (22 477)            –    (22 477)   
Interest-bearing borrowings                                   (89 439)            –    (89 439)   
Deferred tax                                                  (23 306)            –    (23 306)   
Cash outflow                                                 (253 164)     (81 475)   (334 639)   

SALIENT FEATURES
                                                                                  Year ended   Year ended   
                                                                                     30 June      30 June   
                                                                                        2014         2013   
                                                                                    Reviewed      Audited   
                                                                                       R'000        R'000   
1.   Interest-bearing borrowings                                                                            
Australian interest-bearing borrowings                                               333 399      486 604   
Asset-based finance                                                                  925 811      896 840   
Corporate bond                                                                       477 060            –   
Property and other borrowings                                                        184 215      501 175   
Interest-bearing borrowings                                                        1 920 485    1 884 619   

2. Share statistics                                                                                         
Total issued less treasury shares ('000)                                             297 039      289 415   
Weighted number of shares ('000)                                                     292 565      289 394   
Diluted weighted number of shares ('000)                                             301 422      300 775   
Net asset value per share (cents)                                                    1 437,1      1 220,5   

3. Capital commitments                                                                                      
Authorised but not yet contracted for capital commitments,                                                  
excluding full maintenance lease assets                                              562 135      508 585   
Capital commitments will be funded from normal operating cash flows                                         
and the utilisation of existing borrowings facilities.                                                      

4. Related party transactions                                                                               
The Group, in the ordinary course of business, entered into various sales                                   
and purchase transactions on an arms' length basis with related parties.                                    

5. Subsequent events                                                                                        
Other than the matters disclosed, the directors are not aware of any matter                                 
or circumstance arising subsequent to the reporting date up to the date of this                             
report, which will aff ect these results.                                                                   

6. Significant events or transactions                                                                        
GWM (S.A.) Proprietary Limited acquisition                                                                  
The Group purchased the GWM Distributorship during the year for                                             
R127,9 million. The Statement of Financial Position of the Group has been                                   
impacted by increases in Inventories of R326,4 million, Trade and other                                     
receivables of R102,8 million and Trade and other payables of R284,2 million                                
resulting from this acquisition.                                                                            

Digistics and Safi ka Oosthuizens' annualisation of earnings                                                 
The Statement of Comprehensive Income for the year ended 30 June 2013                                       
included nine months and four months of trading for the Digistics and                                       
Safi ka Oosthuizens businesses respectively, whilst 12 months' worth of                                      
trading has been included in the financial year ended 30 June 2014.                                         


                                     Hierarchy
                                Level 2      Level 3
                                  R'000        R'000     Valuation technique
7. Fair value
   Property, plant and                       922 545     Valuation performed by Onyx valuation services.
   equipment – land, buildings                           The valuation model considers the present value of
   and leasehold improvements                            net cash flows to be generated from these properties,
                                                         taking into account expected rental growth rate, void
                                                         period, occupancy rate, lease incentive costs such as
                                                         rent-free periods and other costs not paid by tenants.
                                                         The expected net cash flows are discounted using
                                                         risk-adjusted discount rates. Among other factors,
                                                         the discount rate estimation considers the quality of
                                                         a building and its location (prime vs secondary), tenant
                                                         credit quality and lease terms.
   Investment properties                     120 400
   Deferred contingent                        10 802     This valuation was performed using the present value
   purchase consideration                                of expected future profits, discounted using a rate
                                                         of 5,4% after taxation.
   FEC Assets                    44 820                  The fair values are based on broker quotes. Similar
                                                         contracts are traded in an active market and reflect
                                                         the actual transactions in similar instruments.
   FEC Liabilities               63 023
   Digistics put option                      119 317     This put option has been based on the average
                                                         non-controlling interest non-proportionate share
                                                         of the profit after tax for the last three financial years
                                                         preceding 1 October 2017 of the put option at a price
                                                         earnings ratio of 6,5. The present value has been
                                                         determined using an after tax discount rate of 5,4%.
   Safika Oosthuizens                         60 007     This put option is based on a fair market value of
   put option                                            the business at 1 March 2016 minus 15%. The present
                                                         value has been determined using an after tax discount
                                                         rate of 5,4%.
COMPANY INFORMATION

SUPER GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1943/016107/06
ISIN: ZAE000161832 Share code: SPG
("Super Group" or "the Group" or "the company")

Directors:
Executive: P Mountford (Chief Executive Officer) and C Brown (Chief Financial Officer)
Non-Executive: P Vallet (Chairman of the company), N Davies*, J Newbury*, V Chitalu*#, D Rose* and Dr E Banda*
*Independent #Zambian

Company Secretary:
N Redford

Registered office:
27 Impala Road, Chislehurston, Sandton, 2196

Transfer secretaries:
Computershare Investor Services Proprietary Limited
(Registration number 2004/003647/07)
Ground Floor, 70 Marshall Street, Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107)

Sponsor:
Deutsche Securities (SA) Proprietary Limited
(Registration number 1995/011798/07)
3 Exchange Square, 87 Maude Street, Sandton, 2196

Investor Relations:
Keyter Rech Investor Solutions CC
(Registration number 2008/156985/23)
5 2nd Road, Hyde Park, 2196

ADR information:
ISIN                  US86802E2072
CUSIP                 86802E207
Structure             Sponsored Level 1 ADR
Exchange              OTC
Ratio (ADR:ORD)       1:5

Deutsche Bank Trust Company Americas
c/o American Stock Transfer & Trust Company
Peck Slip Station
PO Box 2050
New York, NY 10272-2050
Email: DB@amstock.com
Shareholder Service (toll-free) Tel: (866) 706-0509
Shareholder Service (international) Tel: (718) 921-8124
www.amstock.com

www.supergroup.co.za
Date: 18/08/2014 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story