Distell Group Limited Registration number: 1988/005808/06 JSE share code: DST ISIN: ZAE000028668 ("Distell" or "the Group" or "the Company") UNAUDITED RESULTS OF THE GROUP FOR THE SIX MONTHS ENDED 31 DECEMBER 2013 AND CASH DIVIDEND DECLARATION SALIENT FEATURES - Sales volumes up 5,5% - Revenue up 15,1% - Normalised operating profit up 13,4% - Normalised headline earnings per share up 8,5% - Interim dividend up 1,3% to 154,0 cents per share ABRIDGED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION ASSETS Non-current assets Property, plant and equipment 3 694 351 2 634 783 3 388 950 Biological assets 103 046 102 079 101 287 Financial assets 351 746 309 723 321 514 Investments in associates 70 718 50 774 48 477 Investments in joint ventures 105 337 92 055 96 506 Intangible assets 1 808 374 241 245 1 505 647 Retirement benefit assets 364 679 57 526 273 000 Deferred income tax assets 56 849 40 867 58 777 Total non-current assets 6 555 100 3 529 052 5 794 158 Current assets Inventories 6 180 628 4 410 191 6 259 836 Trade and other receivables 2 971 709 2 298 283 1 776 816 Current income tax assets 33 927 35 817 33 180 Cash and cash equivalents 405 361 716 808 355 575 Total current assets 9 591 625 7 461 099 8 425 407 Total assets 16 146 725 10 990 151 14 219 565 EQUITY AND LIABILITIES Capital and reserves Capital and reserves 8 466 683 6 841 239 7 246 885 Non-controlling interest 20 646 26 609 30 650
Total equity 8 487 329 6 867 848 7 277 535 Non-current liabilities Interest-bearing borrowings 559 985 309 997 447 143 Retirement benefit obligations 23 890 65 436 22 604 Deferred income tax liabilities 626 818 275 366 479 226 Total non-current liabilities 1 210 693 650 799 948 973 Current liabilities Trade and other payables 3 467 273 2 852 805 2 907 504 Interest-bearing borrowings 2 695 386 223 441 2 786 771 Provisions 187 412 320 248 294 855 Current income tax liabilities 98 632 75 010 3 927 Total current liabilities 6 448 703 3 471 504 5 993 057 Total equity and liabilities 16 146 725 10 990 151 14 219 565 ABRIDGED CONSOLIDATED INCOME STATEMENTS Six months ended Year ended 2013 2012 Change 2013 R'000 R'000 % R'000 Revenue 9 947 576 8 644 784 15,1 15 725 608 Operating costs (8 575 441) (7 437 411) 15,3 (13 972 438) Costs of goods sold (6 470 796) (5 731 769) (10 383 185) Sales and marketing costs (1 271 470) (990 025) (2 059 205) Distribution costs (562 990) (508 663) (989 124) Administration and other costs (270 185) (206 954) (540 924) Other gains 163 505 141 10 649 Operating profit 1 535 640 1 207 514 27,2 1 763 819 Dividend income 559 106 6 279 Finance income 7 402 5 268 21 707 Finance costs (117 627) (29 177) (261 434) Share of profit of associates and joint ventures 30 453 35 332 65 169 Profit before taxation 1 456 427 1 219 043 19,5 1 595 540 Taxation (386 417) (348 841) (512 409) Profit for the period 1 070 010 870 202 23,0 1 083 131
Attributable to: Equity holders of the company 1 071 761 869 837 23,2 1 088 334 Non-controlling interest (1 751) 365 (5 203) 1 070 010 870 202 23,0 1 083 131 Per share performance: Issued number of ordinary shares ('000) 203 758 203 298 203 298 Weighted number of ordinary shares ('000) 203 089 202 618 202 752 Earnings per ordinary share (cents) - basic earnings basis 527,7 429,3 22,9 536,8 - diluted earnings basis 504,5 415,8 21,3 492,4 - headline basis 526,1 429,2 22,6 531,7 - diluted headline basis 503,0 415,8 21,0 487,8 Dividends per ordinary share (cents) - interim 154,0 152,0 1,3 152,0 - final - - - 183,0 154,0 152,0 1,3 335,0 Reconciliation of headline earnings: Net profit attributable to equity holders of the company 1 071 761 869 837 23,2 1 088 334 Adjusted for (net of taxation): net other capital gains (3 222) (102) (10 256) Headline earnings 1 068 539 869 735 22,9 1 078 078 Adjusted for (net of taxation): abnormal excise duty and interest provision - - 161 709 remeasurement of contingent consideration (159 029) - - impact of new business acquisitions 42 769 5 880 102 904 Normalised headline earnings 952 278 875 615 8,8 1 342 691 ABRIDGED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Six months ended Year ended Profit for the period 1 070 010 870 202 1 083 131 Other comprehensive income (net of taxation) 503 931 63 582 537 213 Items that may be reclassified subsequently to profit or loss: Fair value adjustments - available-for-sale financial assets 10 046 4 362 8 288 Currency translation differences 421 921 23 657 290 753 Items that will not be reclassified to profit or loss: Actuarial gains and losses 71 964 35 563 238 172 Total comprehensive income for the period 1 573 941 933 784 1 620 344
Attributable to: Equity holders of the company 1 575 552 934 149 1 624 930 Non-controlling interest (1 611) (365) (4 586) 1 573 941 933 784 1 620 344 ABRIDGED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Six months ended Year ended Attributable to equity holders Opening balance 7 246 885 6 188 715 6 188 715 Comprehensive income Profit for the period 1 071 761 869 837 1 088 334 Other comprehensive income (net of taxation) Fair value adjustments: - available-for-sale financial assets 10 046 4 362 8 288 Currency translation differences 421 781 23 657 290 136 Actuarial gain on post-employment benefits 71 964 35 563 238 172 Total other comprehensive income 503 791 63 582 536 596 Total comprehensive income for the period 1 575 552 933 419 1 624 930 Transactions with owners Employee share scheme: - shares paid and delivered 10 764 19 187 30 789 - value of employee services 5 112 4 469 11 855 BEE share-based payment - 3 438 6 877 Dividends paid (371 630) (307 989) (616 281) Total transactions with owners (355 754) (280 895) (566 760) Attributable to equity holders 8 466 683 6 841 239 7 246 885 Non-controlling interest Opening balance 30 650 13 750 13 750 Loss for the period (1 751) 365 (5 203) Dividends paid (742) (488) (488) Currency translation differences 140-617 Effect of changes in accounting policies - - 5 955 Acquisition of interest in subsidiary (7 651) 12 982 12 982 Non-controlling interest arising on business combination - - 3 037 Total non-controlling interest 20 646 26 609 30 650 Total equity at the end of the period 8 487 329 6 867 848 7 277 535
ABRIDGED CONSOLIDATED STATEMENTS OF CASH FLOWS Six months ended Year ended Cash flow from operating activities Operating profit 1 535 640 1 207 514 1 763 819 Non-cash flow items (93 739) 132 374 604 125 Working capital changes (268 496) (492 181) (1 345 268) Inventories 441 625 30 795 (932 007) Trade and other receivables (1 147 977) (873 991) (155 128) Trade payables and provisions 437 856 351 015 (258 133) Cash generated from operations 1 173 405 847 707 1 022 676 Net financing costs (109 846) (24 599) (179 222) Taxation paid (185 164) (112 245) (374 235) Net cash generated from operating activities 878 395 710 863 469 219 Net cash outflow from investment activities (404 263) (198 952) (2 341 232) Net cash inflow from financing activities 41 160 37 174 1 925 287 Dividends paid (371 630) (307 989) (616 281) Increase in net cash, cash equivalents and bank overdrafts 143 662 241 096 (563 007) Net cash, cash equivalents and bank overdrafts at the beginning of the period (70 197) 473 161 473 161 Exchange gains on cash and cash equivalents 29 640 2 551 19 649 Net cash, cash equivalents and bank overdrafts at the end of the period 103 105 716 808 (70 197) SEGMENTAL ANALYSIS Six months ended Year ended Revenue from external customers Sales of alcoholic beverages South Africa 6 962 319 6 619 202 11 471 897 International 2 935 043 1 970 742 4 154 202 9 897 362 8 589 944 15 626 099 Other revenue 50 214 54 840 99 509 Consolidated 9 947 576 8 644 784 15 725 608
Six months ended Year ended Operating profit South Africa 1 091 390 1 129 257 1 832 953 International 575 819 352 169 689 700 1 667 209 1 481 426 2 522 653 Corporate services (295 074) (274 053) (769 483) 1 372 135 1 207 373 1 753 170 Other gains 163 505 141 10 649 Consolidated 1 535 640 1 207 514 1 763 819 NOTES 1. Sales volumes (litres '000) 356 127 337 703 601 113 2. Net interest-bearing borrowings Interest-bearing borrowings Non-current 559 985 309 997 447 143 Current 2 695 386 223 441 2 786 771 3 255 371 533 438 3 233 914 Cash and cash equivalents (405 361) (716 808) (355 575) 3. Cash outflow from investment activities 2 850 010 (183 370) 2 878 339 Purchases of property, plant and equipment (PPE) to maintain operations (144 257) (106 582) (285 034) Purchases of PPE to expand operations (242 904) (144 857) (460 561) Proceeds from sale of PPE 16 318 14 647 23 267 Purchases of financial assets (18 794) (1 325) (17 426) Proceeds from financial assets - 37 155 64 956
Purchases of intangible assets (2 425) (2 081) (274) Acquisition of subsidiaries, net of cash acquired (12 201) 4 091 (1 666 160) (404 263) (198 952) (2 341 232) 4. Capital commitments Contracted 269 479 173 205 269 216 Authorised, but not contracted 458 500 831 140 760 216 727 979 1 004 345 1 029 432 5. Depreciation of property, plant and equipment 114 398 106 375 197 481 6. Net asset value per share (cents) 4 165 3 378 3 580 7. Segment report Operating segments were identified based on financial information reviewed regularly by management for the purpose of assessing performance and allocating resources to these segments. Revenue includes excise duty. BASIS OF PREPARATION, ACCOUNTING POLICY AND COMPARATIVE FIGURES The interim 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 applicable to interim financial statements. The Listings Requirements require preliminary reports to be prepared in accordance with the framework concepts, the measurement and recognition requirements of International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and must also, as a minimum, contain the information required by IAS 34 Interim Financial Reporting. The directors are responsible for the preparation of the interim financial statements which were prepared under supervision of the Group financial director, MJ Botha CA(SA). The accounting policies applied in the preparation of the interim financial statements are in terms of IFRS and are consistent with the accounting policies applied in the preparation of the previous consolidated annual financial statements, with the exception of the implementation of the following new accounting standards, interpretations and amendments to IFRS: - IAS 19: Employee Benefits (effective 1 January 2013) - IFRS 10: Consolidated Financial Statements (effective 1 January 2013) - IFRS 11: Joint Arrangements (effective 1 January 2013) - IFRS 12: Disclosure of Interest in Other Entities (effective 1 January 2013) - IFRS 13: Fair Value Measurement (effective 1 January 2013) - Revised IAS 28: Investments in Associates and Joint Ventures (effective 1 January 2013) - Revised IAS 27: Separate Financial Statements (effective 1 January 2013)
- Amendments to the transition requirements in IFRS 10: 'Consolidated Financial Statements', IFRS 11: 'Joint Arrangements'and IFRS 12:'Disclosure of Interests in Other Entities' (effective 1 January 2013) Comparative financial statements have been restated, where applicable, to account for the amendments to and adoption of the following standards: IAS 19: Employee benefits requires the immediate recognition of all past service costs; and interest cost and expected return on plan assets are replaced with a net interest amount that is calculated by applying the discount rate to the net defined benefit liability/(asset). The Group has applied the standard retrospectively in accordance with the transitional provisions of the standard. IFRS 10: Consolidated Financial Statements establish principles for the presentation and preparation of consolidated financial statements when an entity controls other entities. Based on these principles, certain entities which were previously classified as joint ventures are now classified as subsidiaries. The Group has applied the standard retrospectively in accordance with the transitional provisions of the standard. IFRS 11: Joint Arrangements require that the Group applies equity accounting for joint ventures and eliminates the proportionate consolidation option. Previously, the Group proportionately consolidated its joint ventures, which required that it included its share of assets, liabilities, income and expenses of joint ventures on a line-for-line basis in the consolidated financial statements. Under the equity method, the investment in joint ventures is initially recognised at cost and the carrying amounts are increased or decreased to recognise the Group's share of profit or loss and movements in other comprehensive income of joint ventures after the acquisition date. The Group has applied the standard retrospectively in accordance with the transitional provisions of the standard. The effect of the restatement on the comparative financial statements is summarised below: Income statement 31 December 2012 Previously Currently Difference reported reported reported Revenue 8 717 484 8 644 784 (72 700) Operating expenses (7 496 342) (7 437 411) 58 931 Other gains 178 141 (37) Finance income 5 548 5 268 (280) Finance costs (29 685) (29 177) 508 Share of profit of associates and joint ventures 29 760 35 332 5 572 Taxation (351 482) (348 841) 2 641 30 June 2013 Revenue 15 858 158 15 725 608 (132 550) Operating expenses (14 081 320) (13 972 438) 108 882 Other gains 10 849 10 649 (200) Finance income 22 222 21 707 (515) Finance costs (262 926) (261 434) 1 492 Share of profit of associates and joint ventures 57 668 65 169 7 501 Taxation (518 356) (512 409) 5 947 Statement of financial position 31 December 2012 ASSETS
Property, plant and equipment 2 799 385 2 634 783 (164 602) Biological assets 120 137 102 079 (18 058) Financial assets 146 491 309 723 163 232 Investments in joint ventures - 92 055 92 055 Intangible assets 248 895 241 245 (7 650) Deferred income tax assets 73 043 40 867 (32 176) Inventories 4 481 318 4 410 191 (71 127) Trade and other receivables 2 316 478 2 298 283 (18 195) Current income tax assets 36 424 35 817 (607) Cash and cash equivalents 710 244 716 808 6 564 EQUITY Non-controlling interest (26 854) (26 609) 245 LIABILITIES Deferred income tax liabilities (298 722) (275 366) 23 356 Trade and other payables (2 873 539) (2 852 805) 20 734 Provisions (320 252) (320 248) 4 Current income tax liabilities (75 142) (75 010) 132 Statement of financial position 30 June 2013 ASSETS Property, plant and equipment 3 547 278 3 388 950 (158 328) Biological assets 118 446 101 287 (17 159) Financial assets 156 471 321 514 165 043 Investments in joint ventures - 96 506 96 506 Intangible assets 1 513 056 1 505 647 (7 409) Deferred income tax assets 70 645 58 777 (11 868) Inventories 6 338 274 6 259 836 (78 438) Trade and other receivables 1 805 685 1 776 816 (28 869) Current income tax assets 33 659 33 180 (479) Cash and cash equivalents 341 495 355 575 14 080 EQUITY Non-controlling interest (30 333) (30 650) (317) LIABILITIES Deferred income tax liabilities (483 722) (479 226) 4 496 Trade and other payables (2 926 402) (2 907 504) 18 898 Interest-bearing borrowings (2 786 773) (2 786 771) 2 Provisions (295 329) (294 855) 474 Current income tax liabilities (3 963) (3 927) 36 The adoption of the other amendments and statements had no material impact on the consolidated results of either the current or prior periods. OPERATING PERFORMANCE
Reported headline earnings rose 22,9% to R1,1 billion, while operating profit increased 27,2% to R1,5 billion. In April 2013, the Group acquired Burn Stewart Distillers Limited (BSD). The results of this entity for the six months, the remeasurement of the contingent purchase consideration payable on the BSD acquisition, as well as new business development expenses, are included in earnings. Normalised headline earnings and operating profit, which exclude the results of BSD, as well as the remeasurement of the contingent purchase consideration and the full impact of new business development expenses in the current period, increased by 8,8% and 13,4% respectively. Revenue grew 15,1% to R9,9 billion on a sales volume increase of 5,5%. Domestic revenue increased by 5,2% and sales volumes by 3,1% in a challenging economic environment which continued to curtail consumer demand. Distell's cider and RTD (ready-to-drink) brands continued their strong performance. The spirits portfolio showed a volume decline, mostly as a result of the depressed performance of the brandy category. Sales volumes of the wine portfolio declined marginally. International sales volumes, including Africa, rose by 12,7% while revenue improved 48,9%, benefiting from a weaker rand and the addition of the BSD brand portfolio. Ciders and RTDs once again delivered strong volume growth. The wine and spirits portfolios delivered growth of 6,4% and 54,0% respectively. Sub-Saharan African markets, outside South Africa, continued to deliver exceptional results with strong volume growth across all categories. The region contributed 55,1% to foreign revenue. The financial results for the period, supported by satisfactory overall revenue growth, were positively influenced by a weaker rand. Steep increases in excise duties and marketing expenses were partially offset by foreign currency gains, the benefits from improved efficiencies in the business and the normalisation of certain raw material input costs. Operating expenses increased by 15,3% while revenue rose 15,1%. Operating profit margin, excluding the gain on the remeasurement of the BSD contingent purchase consideration, declined marginally from 14,0% to 13,8%. Net finance costs increased from R23,9 million to R110,2 million, mainly as a result of increased borrowings during the period. The effective tax rate decreased from 28,6% to 26,5%, due to non-taxable income. INVESTMENT AND FUNDING Total assets increased by 46,9% to R16,1 billion. Total assets, excluding new business acquisitions since the previous interim reporting period, grew 15,4% to R12,7 billion. Excluding the impact of new business acquisitions, investment in net working capital, on an organic basis, increased by 20,7% to R4,3 billion and inventory by 12,0% to R4,9 billion. Of this, bulk spirits in maturation, planned in accordance with the Group's longer-term demand projections, grew 20,5%. Bottled stock and packaging materials reflect an increase of 5,7% on the previous year. Capital expenditure for the six months amounted to R387,2 million, of which R144,3 million was spent on the replacement of assets. A further R242,9 million was directed to the expansion of capacity, mainly at cider and whisky manufacturing facilities and expanding our operations in sub-saharan Africa. Cash retained for the six months amounted to R143,7 million (2012: R241,1 million). The Group remains in a strong financial position, as shown by a debt to debt-plus-equity ratio of 25,1% and a debt-equity ratio of 33,6% at the end of the reporting period. IMPACT OF RESTRUCTURED BEE TRANSACTION
As disclosed in a circular to shareholders on 17 December 2013, Distell s original BEE transaction was restructured on 17 January 2014. The 17,7 million additional shares, issued to members of the BEE Consortium in terms of the transaction, will only impact the weighted average number of shares in issue and therefore earnings and headline earnings per share for the full year. The additional shares are, however, entitled to the interim dividend and therefore impact dividends per share for this reporting period. PROSPECTS We believe challenging trading conditions in many of our markets will persist for the remainder of the year. However, the strength, appeal and diversity of our brands, our enhanced capacity to trade across a spectrum of markets and the security of our financial position will allow us to continue pursuing our strategic course successfully. DIRECTORATE Mr Duimpie Bayly retired as non-executive director during the period. Mr Richard Rushton has been appointed as executive director to the board from 1 November 2013 and as managing director of the Group in the place of Mr Jan Scannell who retired on 31 December 2013. CASH DIVIDEND DECLARATION The directors have resolved to declare a gross cash dividend, number 51, of 154,0 cents (2012: 152,0 cents) per share for the interim period ended 31 December 2013. The dividend has been declared from income reserves. There are no STC credits available for utilisation and the dividends tax rate is 15%. Dividends tax will amount to 23,1 cents per ordinary share. As a result, ordinary shareholders who are liable to pay dividends tax will receive a net dividend amount of 130,9 cents per share. Shareholders exempt from paying dividends tax will receive 154,0 cents per share. The issued ordinary share capital as at 20 February 2014 is 221 435 026 ordinary shares. The company's income tax reference number is 9115001712. The dividend will be payable to shareholders on record on Friday, 14 March 2014, and will be paid on Monday, 17 March 2014. The last day to trade cum dividend will be on Friday, 7 March 2014, and shares commence trading ex dividend from Monday, 10 March 2014. Share certificates may not be dematerialised or rematerialised between Monday, 10 March 2014, and Friday, 14 March 2014, both days inclusive. Signed on behalf of the board DM Nurek RM Rushton Chairman Managing director Stellenbosch 20 February 2014 Directors: DM Nurek (Chairman), PE Beyers, MJ Botha, JG Carinus, GP Dingaan, JJ Durand, E de la H Hertzog, MJ Madungandaba, LM Mojela, CA Otto, AC Parker, RM Rushton (Managing director),ce Sevillano-Barredo, BJ van der Ross, LC Verwey Company secretary: CJ Cronjé Registered office: Aan-de-Wagenweg, Stellenbosch 7600 Transfer secretaries: Computershare Investor Services Proprietary Limited, 70 Marshall Street, Johannesburg PO Box 61051, Marshalltown 2107
Sponsor: RAND MERCHANT BANK (A division of FirstRand Bank Limited) www.distell.co.za AMARULA Amarula is undoubtedly one of South Africa s most successful exports. As the only South African brand on the Impact Databank list of the world s top 100 premium spirits brands, it is sold in more than 100 countries. Amarula is also the 36th most popular spirit sold in Duty-free, according to IWSR. BISQUIT Thanks to a positive momentum in its traditional markets (Belgium, Switzerland, France) and strong development in new ones (South Africa, Duty-free, Nigeria), Bisquit is consolidating its growth. This growth was supported by innovation (Experience Bisquit Coffret) and limited editions (XO Gold). For the fifth year in a row, Bisquit has won medals for each of its authentic French cognacs at the International Wine & Spirit Competition (IWSC), the only cognac House to do so. NEDERBURG Nederburg continues to raise its profile further as the official wine sponsor of MasterChef South Africa, now in its third season. As the country s most awarded winery, Nederburg has maintained its reputation for excellence, excelling at the most recent Decanter World Wine Awards, International Wine & Spirit Competition, International Sweet Wine Challenge and Veritas Awards. Nederburg also achieved four five-star ratings in the current edition of the Platter s South African Wine Guide. SAVANNA Savanna continues to enjoy global growth and is now available in more than 60 countries. The recent launch of Savanna Dark has created a stir in the marketplace as it is the first brand to be launched in black glass in South Africa. The brand also won two coveted digital awards recognising the brand s dedication to social media. BAIN S CAPE MOUNTAIN WHISKY This fast-growing local brand was recently in the global spotlight when it won the title of World s Best Grain Whisky at the 2013 World Whisky Awards. BUNNAHABHAIN Bunnahabhain s distinctive 12, 18 and 25 year old single malt whiskies, all un-chillfiltered, bring back time-honoured traditions in whisky-making and earn the distillery a growing reputation for excellence. Bunnahabhain 25 year old single malt (Scotch whisky), produced on the world-famous Isle of Islay, was awarded gold at the International Wine & Spirit Competition, double gold for the second consecutive year at the San Francisco World Spirits Competition and a trophy for the Best Islay Single Malt in the 21 years and over category at the World Whisky Awards.