- + 35. Principal subsidiaries
NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS 35. Principal subsidiaries Details of Massmart’s principal subsidiary companies are as follows: Number of shares in issue Place of incorporation and operation Ownership Voting power Interest in Subsidiaries2 Name of company 000s1 % % Principal activity Rm December 2019 Massbuild Proprietary Limited – South Africa 100 100 Wholesale and retail of DIY products 289.4 Masscash Holdings Proprietary Limited – South Africa 100 100 Holding company 81.6 Massmart International Holdings Limited – Mauritius 100 100 Holding company 227.7 Masstores Proprietary Limited 200 South Africa 100 100 Retailing, warehousing, mass merchandising (19.4) Massmart Management and Finance Company Proprietary Limited – South Africa 100 100 Management, investment and finance 398.8 Wild Developments Proprietary Limited – South Africa 100 100 Property Holding Company – Massmart Services Proprietary Limited3 – South Africa 100 100 Management, investment and finance 4,077.2 Other smaller subsidiaries – Various 711.3 5,766.6 December 2018 Massbuild Proprietary Limited – South Africa 100 100 Wholesale and retail of DIY products 289.3 Masscash Holdings Proprietary Limited – South Africa 100 100 Holding company 3,055.8 Massmart International Holdings Limited – Mauritius 100 100 Holding company 81.4 Masstores Proprietary Limited 200 South Africa 100 100 Retailing, warehousing, mass merchandising (0.3) Massmart Management and Finance Company Proprietary Limited – South Africa 100 100 Management, investment and finance – Wild Developments Proprietary Limited – South Africa 100 100 Property Holding Company 197.8 Other smaller subsidiaries – Various 1,380.0 5,004.0 The above details are given in respect of interests in subsidiaries, where material. A full list of subsidiaries is available to shareholders, on request, at the registered office of the Company.
There were no material non-controlling interests identified within the Group in the current and prior financial years.
1Value is less than 100 000. 2Interest includes the value of the shares in as well as loans to/from these principal subsidiaries with the Company. 3Refer to note 5 of the Company financial statements for additional details regarding this transaction. - + 36. Notes to the Statement of Cash Flows
NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS 36. Notes to the Statement of Cash Flows December 2019 December 2018 Rm Notes 52 weeks 52 weeks 36.1 Cash inflow from trading activities (Loss)/Profit before taxation (1,090.1) 1,268.1 Adjusted for: Depreciation, amortisation and impairment 3,301.7 1,156.0 Net (profit)/loss on disposal of tangible and intangible assets (2.5) 9.5 Finance costs 1,860.4 648.8 Finance income (61.3) (25.1) Dividends from unlisted investments (20.0) (34.0) Share-based payment expense 128.0 194.6 Unrealised foreign exchange profit 109.8 11.8 Other non-cash movements 70.8 181.6 4,296.8 3,411.3 36.2 Working capital movements Decrease/(Increase) in inventories 143.4 (1,024.6) Decrease/(Increase) trade receivables and prepayments 586.0 (575.1) Increase/(Decrease) in trade payables (793.4) 1,226.3 Decrease in provisions (18.0) (172.4) (82.0) (545.8) 36.3 Taxation paid Normal taxation: Amounts receivable from tax authorities at the beginning of the year 156.0 337.4 Amounts receivable to tax authorities at the end of the year (24.3) (156.0) Taxation recognised in the Income Statement (344.9) (506.0) Foreign exchange movement 22.1 – (191.1) (324.6) 36.4 Investment to maintain operations Land and buildings/leasehold improvements (39.3) (103.7) Vehicles (45.4) (64.8) Fixtures, fittings, plant and equipment (154.1) (295.7) Computer hardware (87.4) (138.9) Computer software (254.1) (169.3) (580.3) (772.4) 36.5 Investment to expand operations Land and buildings/leasehold improvements (177.2) (191.6) Vehicles (0.7) (15.7) Fixtures, fittings, plant and equipment (266.8) (291.9) Computer hardware (147.0) (72.9) Computer software (199.9) (261.5) (791.5) (833.6) 36.6 Proceeds on disposal of assets classified as held for sale 41.3 32.8 36.7 Analysis of cash flows from financing activities Non-current – interest-bearing borrowings – Medium-term bank loans 600.0 (583.6) Non-current liabilities – interest-free borrowings – Loans to non-controlling interests – (0.1) Increase/(Decrease) in non-current liabilities 600.0 (583.7) Other current liabilities – Medium-term bank loans (600.0) (621.3) – Debt facilities (452.4) 1,744.0 – Repayments of lease obligations (1,551.2) (79.2) – Other Interest-bearing borrowings (9.8) – (Decrease)/Increase in current liabilities (2,613.4) 1,043.5 Net (outflow)/inflow arising from financing activities relating to non-current and current liabilities (2,013.4) 459.8 36.8 Cash and cash equivalents at the end of the year Cash on hand and bank balances 1,291.8 2,369.8 Bank overdrafts (141.2) – Cash and cash equivalents at the end of the year 1,150.6 2,369.8 - + 37. Fair Value
NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS 37. Fair Value Fair value hierarchy The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments identified below. The table below reflects ‘Financial instruments’ and ‘Non-current assets classified as held for sale’ carried at fair value, and those ‘Financial instruments’ and ‘Non-current assets classified as held for sale’ that have carrying amounts that differ from their fair values, in the Statement of Financial Position: Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data
Financial instruments and assets held for sale in the Statement of Financial Position Rm Total Carrying Amount Total Fair Value Level 1 Level 2 Level 3 December 2019 Financial Assets Financial assets measured at fair value through profit or loss 154.7 154.7 – 28.5 126.2 Financial assets measured at amortised cost 7.5 7.3 – 7.3 – Financial assets measured at fair value through OCI 0.8 0.8 0.8 – – Non-current assets classified as held for sale 159.5 159.5 – – 159.5 322.5 322.3 0.8 35.8 285.7 Financial liabilities Financial liabilities measured at amortised cost 2,266.5 2,326.3 – 2,326.3 – – Medium-term loan – – – – – Medium-term bank loans 2,266.5 2,326.3 – 2,326.3 – Financial liabilities measured at fair value through profit or loss 37.4 37.4 – 37.4 – 2,303.9 2,363.7 – 2,363.7 – The Group’s unlisted investments in insurance cell-captives were previously categorised within Level 2 of the fair value hierarchy. Due to the unobservability of the lowest level input that is significant to the entire valuation, the financial assets was re-categorised to Level 3 at the end of the period. Other than this transfer, there were no further transfers between Level 1, Level 2 and Level 3 fair value categories during the year.
The financial assets and financial liabilities have been presented based on an analysis of their respective natures, characteristics and risks.
Financial instruments and assets held for sale in the Statement of Financial Position Rm Total Carrying Amount Total Fair Value Level 1 Level 2 Level 3 December 2018 Financial Assets Financial assets measured at fair value through profit or loss 124.3 124.3 – 124.3 – Financial assets measured at amortised cost 11.8 9.6 – 9.6 – Financial assets measured at fair value through OCI 1.1 1.1 1.1 – – Non-current assets classified as held for sale 11.6 11.6 – – 11.6 148.8 146.6 1.1 133.9 11.6 Financial liabilities Financial liabilities measured at amortised cost 2,291.1 2,342.2 – 2,342.2 – Financial liabilities measured at fair value through profit or loss 24.8 24.8 – 24.8 – 2,315.9 2,367.0 – 2,390.8 – There were no transfers between the fair value categories during the December 2018 financial year.
The financial assets and financial liabilities have been presented based on an analysis of their respective natures, characteristics and risks.
Fair value measurements categorised within Level 3 reconciliation Financial assets measured at fair value through profit or loss Non-current assets classified as held for sale Rm December 2019 December 2018 December 2019 December 2018 Opening balance – – 11.6 19.9 Financial assets recategorised to Level 3 100.9 – – – Fair value adjustments recognised in the Income Statement 25.3 – – – Held for sale assets sold during the period – – (11.6) – Asset transferred as held for sale during the period – – 159.5 – Held for sale assets transferred to property, plant and equipment during the period – – – (8.3) Closing balance 126.2 – 159.5 11.6 Fair value measurement and valuation techniques for level 2 and level 3 financial instruments Rm Fair value December 2019 Valuation technique Significant inputs Input
2019Type of financial instrument Financial Assets Financial assets measured at fair value through profit or loss 154.7 – Investment in insurance cell-captive on extended warranties 57.2 NAV Cash and cash equivalents
Investment in unit trusts Insurance fund liabilities – Investment in insurance cell-captive on premium contributions 63.3 NAV Cash and cash equivalents
Investment in unit trusts Insurance fund liabilities – Investment in insurance cell-captive on credit life 5.7 NAV Cash and cash equivalents
– FEC asset – non-designated 28.5 DCF Yield curves
Market interest rate
Market foreign exchange rateFinancial assets measured at amortised cost 7.3 – Employee share trust loans 7.3 DCF Market interest rate
Financial assets measured at fair value through OCI 0.8 – Listed investments 0.8 159.5 Non-current assets classified as held for sale 159.5 Market approach based on market information and information provided by the Group’s selling agents Expected selling price in the market
159.5 322.3 Financial liabilities Financial liabilities measured at amortised cost 2,326.3 – Medium-term bank loans 2,326.3 DCF Market interest rate
Financial liabilities measured at fair value through profit or loss 37.4 – FEC liability 37.4 DCF Yield curves
Market interest rate
Market foreign exchange rate2,363.7 Valuation technique Description of valuation technique Net asset value (NAV) Net asset value is used as a valuation technique where the underlying assets and liabilities have been assessed to represent the fair value of the investment. Due to the nature of the investment, specifically the significant composition of liquid assets and liabilities, the net asset value is seen to be the most appropriate representation of fair value. Discounted cash flow (DCF) The DCF method involves the projection of a series of cash flows. To this projected cash flow series, an appropriate, market-derived discount rate is applied to establish the present value of the cash flow stream associated with the item. With regards to assets, the fair value is estimated using explicit assumptions regarding the benefits and liabilities of ownership over the asset’s life including an exit or terminal value. With regards to liabilities, in determining fair value management considers non-performance risk and the Group’s own credit risk. To this end, the Group applies level 2 of the expected present value technique per IFRS 13 Fair Value Measurement. Fair value measurement and valuation techniques for level 2 and level 3 financial instruments Rm Fair value December 2018 Valuation technique Significant inputs Input 2018 Type of financial instrument Financial Assets Financial assets measured at fair value through profit or loss 124.3 – Investment in insurance cell-captive on extended warranties 30.0 NAV Cash and cash equivalents
Investment in unit trusts Insurance fund liabilities – Investment in insurance cell-captive on premium contributions 66.3 NAV Cash and cash equivalents
Investment in unit trusts Insurance fund liabilities – Investment in insurance cell-captive on credit life 4.6 NAV Cash and cash equivalents
– FEC asset – non-designated 23.4 DCF Yield curves
Market interest rate
Market foreign exchange rateFinancial assets measured at amortised cost 9.6 – Employee share trust loans 9.6 DCF Market interest rate
Financial assets measured at fair value through OCI 1.1 – Listed investments 1.1 11.6 Non-current assets classified as held for sale 11.6 Signed sales agreement Expected selling price in the market
11.6 146.6 Financial liabilities Financial liabilities measured at amortised cost 2,342.2 – Medium-term bank loans 2,342.2 DCF Market interest rate
Financial liabilities measured at fair value through profit or loss 24.8 – FEC liability 24.8 DCF Yield curves
Market interest rate
Market foreign exchange rate2,367.0 Valuation technique Description of valuation technique Net asset value (NAV) Net asset value is used as a valuation technique where the underlying assets and liabilities have been assessed to represent the fair value of the investment. Due to the nature of the investment, specifically the significant composition of liquid assets and liabilities, the net asset value is seen to be the most appropriate representation of fair value. Discounted cash flow (DCF) The DCF method involves the projection of a series of cash flows. To this projected cash flow series, an appropriate, market-derived discount rate is applied to establish the present value of the cash flow stream associated with the item. With regards to assets, the fair value is estimated using explicit assumptions regarding the benefits and liabilities of ownership over the asset’s life including an exit or terminal value. With regards to liabilities, in determining fair value management considers non-performance risk and the Group’s own credit risk. To this end, the Group applies level 2 of the expected present value technique per IFRS 13 Fair Value Measurement. - + 38. Risk Management
NOTES TO THE ANNUAL FINANCIAL STATEMENTS 38. Risk Management Capital risk management The Group measures its capacity for debt by monitoring gross interest-bearing debt (including a 5 times multiple of rent) over EBITDAR and EBITDA divided by net interest. Provided that these two metrics are within target ranges (agreed with the Group’s Audit Committee and lenders from time to time), the Group is satisfied that it will continue as a going concern while maximising the return to stakeholders through the optimisation of debt and equity balances. The capital structure of the Group consists of debt, more specifically medium-term interest-bearing debt and equity attributable to owners of the parent, comprising share capital, share premium, other reserves and retained profit (See note 20 and note 21 respectively). The targeted level of gearing is determined after consideration of the following key factors : – the needs of the Group to fund current and future capital expenditure to achieve its stated production growth target; and – the desire of the Group to maintain its gearing within levels considered to be acceptable taking into account potential business opportunities and the position of the Group in the business cycle. The targeted level of gearing was adequately managed in the current financial year. The Group has medium-term debt facilities that include certain covenants, including: – maximum gearing ratio; – minimum interest cover; and – specified levels of shareholders’ equity. The Group’s general banking facility can be analysed as follows: Rm December 2019 December 2018 Available cash reserves 1,150.6 625.8 General banking facility 8,739.0 6,575.8 Total 9,889.6 7,201.6 The above general banking facility excludes a R500m seasonal facility in the current and prior financial year.
The Group complies with all externally imposed capital requirements relating to loan covenants.
Classification of financial instruments December 2019 Financial instrument Cash flow – hedging instrument Financial assets measured at fair value through profit or loss Financial liabilities measured at amortised cost Financial assets measured at amortised cost Financial assets measured at fair value through OCI Non-financial instruments Rm ASSETS Non-current assets Property, plant and equipment – – – – – – 8,585.9 Lease assets – – – – – – 8,283.1 Goodwill – – – – – – 2,598.2 Other intangibles assets – – – – – – 1,267.3 Investments 127.0 – 126.2 – – 0.8 – – Investment in insurance cell-captive on extended warranties 57.2 – 57.2 – – – – – Investment in insurance cell-captive on premium contributions 63.3 – 63.3 – – – – – Investment in insurance cell-captive on credit life 5.7 – 5.7 – – – – – Other listed investments 0.8 – – – – 0.8 – Deferred taxation – – – – – – 885.7 Current assets Inventories – – – – – – 11,893.8 Other financial assets 7.5 – – – 7.5 – – – Employee share trust loans 7.5 – – – 7.5 – – Trade, other receivables and prepayments 4,696.9 – 28.5 – 4,668.4 – 316.4 – Trade receivables 2,329.5 – – – 2,329.5 – – – Rebate receivables, including rebates and advertising from buying members 1,709.4 – – – 1,709.4 – – – Other accounts receivable and prepayments 629.5 – – – 629.5 – 316.4 – FEC asset 28.5 – 28.5 – – – – Taxation – – – – – – 224.7 Cash on hand and bank balances 1,291.8 – – – 1,291.8 – – Non-current assets classified as held for sale – – – – – – 159.5 Total assets 6,123.2 – 154.7 – 5,967.7 0.8 34,214.6 Non-current liabilities Non-current liabilities – interest-bearing borrowings 10,950.7 – – 10,950.7 – – – – Medium-term bank loans 2,000.0 – – 2,000.0 – – – – Lease liability 8,950.7 – – 8,950.7 – – – Non-current liabilities – interest-free borrowings 1.9 – – 1.9 – – 5.1 – Loans to non-controlling interests 1.9 – – 1.9 – – – – Other non-current interest-free borrowings – – – – – – 5.1 Provisions – – – – – – 83.8 Deferred taxation – – – – – – 79.7 Current liabilities Trade and other payables 20,194.8 – 37.4 20,157.5 – – 817.2 – Trade payables 17,764.3 – – 17,764.3 – – – – FEC liability 37.4 – 37.4 – – – – – Income received in advance – – – – – – 151.6 – Rebate payables including rebates and advertising owing to buying members 136.5 – – 136.5 – – – – Interest accrual 202.4 – – 202.4 – – – – Amounts due to Walmart 3.3 – – 3.3 – – – – Sundry payables and other accruals 2,051.0 – – 2,051.0 – – 665.6 Provisions – – – – – – 105.0 Other current liabilities 2,957.2 – – 2,957.2 – – – – Related party loans 6.3 – – 6.3 – – – – Medium-term bank loans 266.5 – – 266.5 – – – – Debt facilities 1,300.0 – – 1,300.0 – – – – Lease liability 1,384.4 – – 1,384.4 – – – Taxation – – – – – – 200.4 Bank overdrafts 141.2 – – 141.2 – – – Total liabilities 34,245.8 – 37.4 34,208.5 – – 1,291.2 December 2018 Financial instrument Cash flow – hedging instrument Financial assets measured at fair value through profit or loss Financial liabilities measured at amortised cost Financial assets measured at amortised cost Financial assets measured at fair value through OCI Non-financial instruments Rm ASSETS Non-current assets Property, plant and equipment – – – – – – 9,647.2 Goodwill – – – – – – 2,599.2 Other intangibles assets – – – – – – 1,057.1 Investments 102.0 – 100.9 – – 1.1 – Other financial assets 17.2 – – – 17.2 – – Deferred taxation – – – – – – 743.1 Current assets Inventories – – – – – – 12,180.9 Trade, other receivables and prepayments 5,264.8 – 23.4 – 5,241.4 – 428.4 – Trade receivables 2,608.4 – – – 2,608.4 – – – Other accounts receivable and prepayments 2,633.0 – – – 2,633.0 – 428.4 – FEC asset 23.4 – 23.4 – – – – Taxation – – – – – – 361.3 Cash on hand and bank balances 2,369.8 – – – 2,369.8 – – Non-current assets classified as held for sale – – – – – – 11.6 Total assets 7,753.8 – 124.3 – 7,628.4 1.1 27,028.8 Non-current liabilities Non-current liabilities – interest-bearing borrowings 2,254.1 – – 2,254.1 – – – – Medium-term bank loans 1,675.0 – – 1,675.0 – – – – Capitalised finance lease 579.1 – – 579.1 – – – Non-current liabilities – interest-free borrowings 1.9 – – 1.9 – – 1,276.3 – Loans to non-controlling interests 1.9 – – 1.9 – – – – Other non-current interest-free borrowings – – – – – – 27.4 – Operating lease liability – – – – – – 1,248.9 Provisions – – – – – – 85.5 Deferred taxation – – – – – – 76.7 Current liabilities Trade and other payables 21,797.8 – 24.8 21,773.0 – – – – Trade payables 18,698.2 – – 18,698.2 – – – – FEC liability 24.8 – 24.8 – – – – – Rebate payables including rebates and advertising owing to buying members 128.7 – – 128.7 – – – – Interest accrual 79.7 – – 79.7 – – – – Amounts due to Walmart 0.1 – – 0.1 – – – – Sundry payables and other accruals 2,866.3 – – 2,866.3 – – – Provisions – – – – – – 127.3 Other current liabilities 685.1 – – 685.1 – – – – Medium-term loans 16.1 – – 16.1 – – – – Medium-term bank loans 600.0 – – 600.0 – – – – Capitalised finance lease 69.0 – – 69.0 – – – Taxation – – – – – – 205.3 Bank overdrafts 1,744.0 – – 1,744.0 – – – Total liabilities 26,482.9 – 24.8 26,458.1 – – 1,771.1 Financial risk management The Group does not trade in financial instruments, but in the ordinary course of business operations, the Group is exposed to a variety of financial risks arising from the use of financial instruments. These risks include: – market risk (comprising interest rate risk and currency risk); – liquidity risk; and – credit risk. The Group has developed a comprehensive risk management process to facilitate, control and monitor these risks. This process includes formal documentation of policies, including limits, controls and reporting structures. The Executive Committee is responsible for risk management activities within the Group. Market risk management Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The market risks that the Group is primarily exposed to include interest rate risk and currency risk. Market risk is managed by identifying and quantifying risks on the basis of current and future expectations and ensuring that all trading occurs within defined parameters. This involves the review and implementation of methodologies to reduce risk exposure. The reporting on the state of the risk and risk practices to the Executive Committee of the Group is part of this process. There has been no change to the Group’s exposure to market risk or the manner in which it manages and measures the risk since the prior financial year. Interest rate risk management The size of the Group’s position, be it either surplus cash or borrowings, exposes it to interest rate risk. The interest-bearing loan funding requirements and the investment of surplus cash funds are managed by the Group through its own commercial bank facilities. The carrying amount of the Group’s financial assets and liabilities at reporting date that are subject to interest rate risk are as follows : December 2019 Subject to interest rate movement Non-interest Total Rm Fixed Floating bearing ASSETS Financial assets Investments – – 127.0 127.0 – Investment in insurance cell-captive on extended warranties – – 57.2 57.2 – Investment in insurance cell-captive on premium contributions – – 63.3 63.3 – Investment in insurance cell-captive on credit life – – 5.7 5.7 – Other listed investments – – 0.8 0.8 Other financial assets – – 7.5 7.5 – Employee share trust loans – – 7.5 7.5 Trade and other receivables – – 4,696.9 4,696.9 – Trade receivables – – 2,329.5 2,329.5 – Rebate receivables, including rebates and advertising from buying members – – 1,709.4 1,709.4 – Other accounts receivable – – 629.5 629.5 – FEC asset – – 28.5 28.5 Cash on hand and bank balances – 1,291.8 – 1,291.8 Total financial assets – 1,291.8 4,831.4 6,123.2 Financial liabilities Non-current liabilities – interest-bearing borrowings 10,950.7 – – 10,950.7 – Medium-term bank loans 2,000.0 – – 2,000.0 – Lease liability 8,950.7 – 8,950.7 Non-current liabilities – interest-free borrowings – – 1.9 1.9 – Loans to non-controlling interests – – 1.9 1.9 Trade and other payables – – 20,194.8 20,194.8 – Trade payables – – 17,764.3 17,764.3 – FEC liability – – 37.4 37.4 – Rebate payables including rebates and advertising owing to buying members – – 136.5 136.5 – Interest accrual – – 202.4 202.4 – Amounts due to Walmart – – 3.3 3.3 – Sundry payables and other accruals – – 2,051.0 2,051.0 Other current liabilities 1,657.2 1,300.0 – 2,957.2 – Related party loans 6.3 – – 6.3 – Medium-term bank loans 266.5 – – 266.5 – Debt facilities – 1,300.0 – 1,300.0 – Lease liability 1,384.4 – 1,384.4 Bank overdrafts – 141.2 – 141.2 Total financial liabilities 12,607.9 1,441.2 20,196.7 34,245.8 December 2018 Subject to interest rate movement Non-interest Total Rm Fixed Floating bearing ASSETS Financial assets Investments – – 102.0 102.0 – Investment in insurance cell-captive on extended warranties – – 30.0 30.0 – Investment in insurance cell-captive on premium contributions – – 66.3 66.3 – Investment in insurance cell-captive on credit life – – 4.6 4.6 – Other listed investments – – 1.1 1.1 Other financial assets – 5.4 11.8 17.2 – Housing and staff loans – 5.4 – 5.4 – Employee share trust loans – – 11.8 11.8 Trade and other receivables – 27.5 5,237.3 5,264.8 – Trade receivables – – 2,608.4 2,608.4 – Other accounts receivable – 27.5 2,605.5 2,633.0 – FEC asset – – 23.4 23.4 Cash on hand and bank balances – 2,369.8 – 2,369.8 Total financial assets – 2,402.7 5,351.1 7,753.8 Financial liabilities Non-current liabilities – interest-bearing borrowings 2,254.1 – – 2,254.1 – Medium-term bank loans 1,675.0 – – 1,675.0 – Capitalised finance lease 579.1 – 579.1 Non-current liabilities – interest-free borrowings – – 1.9 1.9 – Loans to non-controlling interests – – 1.9 1.9 Trade and other payables – – 21,797.8 21,797.8 – Trade payables – – 18,698.2 18,698.2 – FEC liability – – 24.8 24.8 – Rebates and advertising to buying members – – 128.7 128.7 – Interest accrual – – 79.7 79.7 – Amounts due to Walmart – – 0.1 0.1 – Sundry payables and other accruals – – 2,866.3 2,866.3 Other current liabilities 669.0 16.1 – 685.1 – Medium-term loans – 16.1 – 16.1 – Medium-term bank loans 600.0 – – 600.0 – Capitalised finance lease 69.0 – 69.0 Bank overdrafts – 1,744.0 – 1,744.0 Total financial liabilities 2,923.1 1,760.1 21,799.7 26,482.9 Interest rate sensitivity The Group is sensitive to the movements in the SA Prime interest rate. The rates of sensitivity represents management’s assessment of the possible change in interest rates. The average interest rate for the Group for the year was 8.12% (December 2018: 8.31%), and the variable interest paid was R462.9 million (December 2018: R370.4 million). If the SA Prime interest rate increased and decreased by 100 average basis points (December 2018: increased and decreased by 100 average basis points) at year end, the net finance costs for the year would have decreased and increased by R8.4 million respectively (December 2018: decreased and increased by R7.5 million respectively). Although the Group is exposed to the USD LIBOR rate, this exposure is not considered to be significant. Currency risk management All foreign-denominated trading liabilities are covered by forward exchange contracts. Foreign-denominated assets and other foreign-denominated liabilities are not covered by forward exchange contracts. The carrying amount of the Group’s foreign currency denominated monetary assets at reporting date is as follows : December 2019 South African Rand USD Pula Metical Cedi Other1 Total Rm Investments 127.0 – – – – – 127.0 Trade and other receivables and other financial assets 4,128.8 71.5 228.4 186.7 4.5 77.0 4,696.9 Cash on hand and bank balances 889.0 122.5 54.0 138.8 4.1 83.4 1,291.8 Total 5,144.8 194.0 282.4 325.5 8.6 160.4 6,115.7 December 2018 South African Rand USD Pula Metical Cedi Other1 Total Rm Investments 102.0 – – – – – 102.0 Trade and other receivables and other financial assets 4,898.6 0.1 129.8 72.6 10.7 152.9 5,264.7 Cash on hand and bank balances 1,701.9 104.7 143.6 65.2 1.8 352.6 2,369.8 Total 6,702.5 104.8 273.4 137.8 12.5 505.5 7,736.5 1‘Other’ comprise the balance of the currencies per table below. Foreign currency sensitivity For further information regarding the forex movements for the year, refer to note 5. The table below indicates the Group’s sensitivity at year end to movements in the relevant foreign currencies on monetary items, excluding forward exchange contracts. The rates of sensitivity are the rates used when reporting the currency risk to the Executive Committee of the Group and represents management’s assessment of the possible change in reporting foreign currency exchange rates. The rate sensitivity remained constant in the current financial year at 10% in light of the appreciation of the Rand in the current year. For each 10% weakening/strengthening of the Rand against the listed currencies below, profit or loss is increased or decreased. December 2019 December 2018 Spot rate 10% Rand weakening 10% Rand strengthening 10% increase 10% decrease Currency Rm Rm Spot rate Rm Rm USD 14.0252 (9.7) 9.7 14.4718 (1.1) 1.1 Botswana Pula 1.3217 (0.4) 0.4 1.3731 1.5 (1.5) Ghanaian New Cedi 2.4552 (0.6) 0.6 3.0294 (0.1) 0.1 Kenyan Shilling 0.1386 (0.4) 0.4 0.1411 1.0 (1.0) Malawian Kwacha 0.0191 (0.1) 0.1 0.0193 0.2 (0.2) Mauritian Rupee 0.3838 (0.5) 0.5 0.4124 (0.0) 0.0 Mozambican New Metical 0.2275 3.4 (3.4) 0.2280 3.4 (3.4) Nigerian Naira 0.0386 (1.7) 1.7 0.0432 0.9 (0.9) Tanzanian Shilling 0.0061 0.0 (0.0) 0.0064 (0.2) 0.2 Uganda Shilling 0.0038 0.1 (0.1) 0.0039 (0.6) 0.6 Zambian New Kwacha 1.0432 (1.6) 1.6 1.2740 (1.0) 1.0 Forward foreign exchange contracts Forward exchange contracts are entered into to manage exposure to fluctuations in foreign currency exchange rates on specific trading transactions. The Group’s policy is to enter into forward contracts for all committed foreign currency purchases to hedge the Group’s exposure to variability in cash flows. For more information refer to note 5. In the prior year the Group closed out the cash flow hedge through sale of inventory and changed to fair value hedge accounting. There are no other hedges in the Group. December 2019 Foreign currency Fair value adjustment Average exchange rate At year end, the open forward exchange contracts were as follows: (millions) Rm Rm USD 25.4 (23.0) 15.8 Sterling – – – Euro 0.0 (0.1) 14.1 Total (23.1) December 2018 Foreign currency Fair value adjustment Average exchange rate At year end, the open forward exchange contracts were as follows: (millions) Rm Rm USD 65.6 6.3 16.5 Sterling – – – Euro 0.0 (0.0) 14.5 Total 6.3 The fair value adjustment represents the balance at the end of the current financial year and is included in Trade and other receivables (FEC asset balance) and included in Trade and other payables (FEC liability balance). As the average duration is three months, these FEC balances would be derecognised and the resulting impact would be accounted for in cost of sales and in foreign exchange gains/(losses) in the Income Statement within the next financial year for both periods under review. During the December 2019 financial year an amount of Rnil (December 2018: R14.9 million) (net of tax) relating to the FEC hedges was recognised in other comprehensive income. For more information on the movement in the hedging reserve refer to note 21. Forward foreign exchange contracts sensitivity The following table indicates the Group’s sensitivity of the outstanding forward exchange contracts at the reporting date to movements in the USD. The USD is the primary currency in which the Group has entered into forward foreign exchange contracts. The rates of sensitivity are the rates used when reporting the currency risk to the Executive Committee of the Group and represents management’s assessment of the possible change in foreign currency exchange rates. The Rand/USD year end rate was R14.03 (December 2018: R14.52). December 2019 December 2018 USD USD USD USD Rm 5% increase 5% decrease 5% increase 5% decrease (Loss)/Profit – – (21.8) 21.8 Derivative financial (liabilities)/assets – – – Equity – – (21.8) 21.8 Liquidity risk management Liquidity risk is the risk that the Group will be unable to meet a financial commitment in any location or currency. This risk is minimised through the holding of cash balances and sufficient available borrowing facilities (refer to note 22). In addition, detailed cash flow forecasts are regularly prepared and reviewed so that the cash needs of the Group are managed according to its requirements. The following table details the Group’s contractual maturity for its financial liabilities. The table has been compiled based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to repay the liability. The cash flows include both the principal and estimated interest payments. December 2019 Repayable Repayable Total Rm within 1 year 1 – 5 years Financial liabilities Non-current and current liabilities – interest-bearing borrowings 2,957.2 24,952.2 27,909.4 – Related party loans 6.3 – 6.3 – Medium-term bank loans 266.5 2,032.0 2,298.5 – Debt facilities 1,300.0 – 1,300.0 – Lease liability 1,384.4 22,920.2 24,304.6 Non-current liabilities – interest-free borrowings – 1.9 1.9 – Loans to non-controlling interests – 1.9 1.9 Trade and other payables 20,194.8 – 20,194.8 – Trade payables 17,764.3 – 17,764.3 – FEC liability 37.4 – 37.4 – Sundry payables and other accruals 2,393.2 – 2,393.2 Bank overdrafts 141.2 – 141.2 Total undiscounted cash flows of the Group’s financial liabilities 23,293.2 24,954.1 48,247.3 Less: Future finance charges (14,281.6) Total financial liabilities 33,965.7 December 2018 Repayable Repayable Total Rm within 1 year 1 – 5 years Financial liabilities Non-current and current liabilities – interest-bearing borrowings 685.1 2,939.2 3,624.3 – Medium-term loans – – – – Medium-term bank loans 616.1 2,291.1 2,907.2 – Capitalised finance lease 69.0 648.1 717.1 Non-current liabilities – interest-free borrowings – – – – Loans to non-controlling interests – – – Trade and other payables 21,797.8 – 21,797.8 – Trade payables 18,698.2 – 18,698.2 – FEC liability 24.8 – 24.8 – Sundry payables and other accruals 3,074.8 – 3,074.8 Bank overdrafts 1,744.0 – 1,744.0 Total undiscounted cash flows of the Group’s financial liabilities 24,226.9 2,939.2 27,166.1 Less: Future finance charges (16,058.2) Total financial liabilities 11,107.9 Credit risk management The carrying amount of the financial assets represents the Group’s maximum exposure to credit risk without taking into consideration any collateral provided. Other Debt instruments at amortised cost are considered to be of low credit risk for the years presented. Potential areas of credit risk include trade and other receivables, including rebates receivable, short-term loans and cash investments. Credit risk arises from the risk that a counterparty may default or not meet its obligations timeously. Trade accounts receivable consist primarily of a large, widespread customer base. Group companies regularly monitor the financial position of their customers. Where considered appropriate, credit guarantee insurance is used to mitigate credit risk exposure on selected trade accounts receivable. The granting of credit is controlled by application and account limits. Rebates receivable comprise amounts owed to the Group by suppliers for purchases made. The Group’s standard trading terms allow for both rebates and settlement discounts to be deducted off the invoices from suppliers when payment is being made for future purchases, limiting the Group’s credit risk exposure. Other accounts receivable includes accrued rebates receivables, statutory receivables which are non-financial instruments, insurance claim related receivables and other insignificant amounts which do not expose the Group to significant additional credit risk. Provision is made for both specific and general portfolio impairments, and at the year-end management did not consider there to be any material credit risk exposure that was not already covered by credit guarantee insurance or portfolio impairment provisions. The carrying amounts of the financial assets above represent the Group’s maximum credit risk exposure. Additional information relating to trade and other receivables can be found in note 18. At year end no financial assets measured at amortised cost were pledged as security. At year end, security with a fair value of Rnil (December 2018: R2.6 million) is held by the Group. During the current year the Group did not take possession of security it held over its financial assets measured at amortised cost. - + 39. Segmental reporting
NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS 39. Segmental reporting Operating segments The Group is organised into four Divisions for operational and management purposes, being Massdiscounters, Masswarehouse, Massbuild and Masscash. Massmart reports its operating segment information on this basis. The principal offering for each Division is as follows: Massdiscounters – general merchandise discounter and food retailer Masswarehouse – warehouse club trading in food, general merchandise and liquor Massbuild – home improvement retailer and building materials supplier Masscash – food wholesaler, retailer and buying association No single customer represented more than 10% of any of one of the Divisions’ revenue in the current and prior financial year. Rm Total Other Massdiscounters Masswarehouse Massbuild Masscash December 2019 Sales 93,660.0 – 19,796.0 29,367.5 14,219.0 30,277.5 Operating profit before foreign exchange movements and interest 852.0 (59.3) (512.8) 1,039.2 849.4 (464.5) Trading profit before interest and taxation 1,111.2 – (391.0) 1,039.1 848.5 (385.4) Net foreign exchange loss (143.0) (25.7) (78.2) – (29.8) (9.3) Net finance costs (1,799.1) (108.7) (637.3) (319.8) (471.7) (261.6) Operating (loss)/profit before taxation (1,090.1) (193.7) (1,228.3) 719.4 347.9 (735.4) Trading (loss)/profit before taxation (687.9) (108.7) (1,028.3) 719.3 376.8 (647.0) Inventory 11,893.8 17.6 3,484.3 3,233.1 2,059.5 3,099.3 Total assets 40,337.8 5,322.4 10,054.3 8,292.9 7,360.2 9,308.0 Non-current asset held for sale 159.5 159.5 – – – – Total liabilities 35,537.0 3,696.2 8,864.5 10,516.7 5,947.5 6,512.1 Net capital expenditure 1,371.6 212.6 443.8 136.6 368.0 210.6 Depreciation and amortisation 3,072.1 86.2 1,126.0 620.3 700.4 539.2 Impairment losses 229.5 76.1 93.9 – – 59.5 Inventory days 59.0 – 89.0 49.0 80.0 44.0 Number of stores 443 – 173 22 118 130 Trading area (m2) 1,675,052 – 561,934 246,125 478,279 388,714 Trading area (m2) increase on December 2019 1.6% – 0.2% 6.5% 2.2% 0.0% Average trading area per store (m2) 3,781 – 3,248 11,188 4,053 2,990 Distribution centre space (m2) 353,716 57,305 157,957 29,305 64,728 44,421 Distribution centre space (m2) increase/(decrease) on December 2019 0.0% 100.0% 0.0% -66.2% 0.0% 0.0% Rm Total Other Massdiscounters Masswarehouse Massbuild Masscash December 2018 Sales 90,941.6 – 19,729.4 28,778.2 13,756.1 28,677.9 Operating profit before foreign exchange movements and interest 1,894.5 (5.9) (97.1) 1,103.3 750.5 143.7 Trading profit before interest and taxation 2,071.1 – 32.6 1,100.8 749.1 188.6 Net foreign exchange (loss)/ gain (2.7) (42.8) 0.9 – 15.5 23.7 Net finance costs (623.7) (81.4) (136.0) (130.8) (198.9) (76.6) Operating profit/(loss) before taxation 1,268.1 (130.1) (232.2) 972.5 567.1 90.8 Trading profit/(loss) before taxation 1,447.4 (81.4) (103.4) 970.0 550.2 112.0 Inventory 12,180.9 5.3 3,839.0 2,871.1 2,006.6 3,458.9 Total assets 34,782.6 5,880.3 7,606.0 6,838.1 5,253.2 9,205.0 Non-current asset held for sale 11.6 9.8 – – 1.8 – Total liabilities 28,253.9 4,455.4 6,042.7 7,478.4 3,786.8 6,490.6 Net capital expenditure 1,606.0 271.5 517.3 271.7 297.3 248.2 Depreciation and amortisation 1,134.6 64.6 374.4 251.4 250.2 194.0 Impairment losses 21.4 6.8 14.6 – – – Inventory days 62.0 – 99.0 44.0 79.0 52.0 Number of stores 436 – 171 21 114 130 Trading area (m2) 1,648,718 – 560,828 231,021 468,155 388,714 Trading area (m2) increase on December 2016 (excluding re-measurements) 2.2% – 2.2% 0.0% 2.6% 3.1% Average trading area per store (m2) 3,781 – 3,280 11,001 4,107 2,990 Distribution centre space (m2) 353,716 – 157,957 86,610 64,728 44,421 Distribution centre space (m2) (decrease)/increase on December 2018 4.4% – 0.4% 27.7% 0.0% -9.2% The other column includes consolidation entries.
All intercompany transactions have been eliminated in the above results.
Additional information can be found in ‘Our Customers’ and the ‘Chief Financial Officer’s Review’ in the Group’s Integrated Annual Report.
Trading profit before taxation is earnings before corporate net interest, asset impairments, BEE transaction IFRS 2 charges and foreign exchange movements.
Net capital expenditure is defined as capital expenditure less disposal proceeds.
Geographic segments The Group’s four Divisions operate in two principal geographical areas – South Africa and the rest of Africa. December 2019 December 2018 52 weeks 52 weeks Total South Africa Rest of Africa Total South Africa Rest of Africa Sales 93,660.2 85,270.7 8,389.5 90,941.6 83,053.5 7,888.1 Segment assets (Total) 40,337.8 35,814.1 4,523.7 34,782.6 31,172.1 3,610.5 Segment assets (Non-current) 21,747.2 19,305.9 2,441.3 14,165.8 13,073.1 1,092.7 Net capital expenditure 1,371.6 1,243.1 128.5 1,606.0 1,479.7 126.2 Disagregation of revenue by major categories Total South Africa Rest of Africa Total South Africa Rest of Africa Food and Liquor 53,501.8 49,132.3 4,369.6 50,913.0 46,920.7 3,992.3 Durables 40,158.3 36,138.4 4,019.9 40,028.7 36,132.9 3,895.8 Total 93,660.1 85,270.7 8,389.5 90,941.7 83,053.6 7,888.1 All intercompany transactions have been eliminated in the above results.
Segment assets excludes financial instruments and deferred taxation and reflects the geographic location of the Group’s assets.
Net capital expenditure is defined as capital expenditure less disposal proceeds.
- + 40. Value Added Statement
NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS 40. Value Added Statement December 2019 December 2018 Rm 52 weeks % 52 weeks % Sales 93,660.0 90,941.6 Cost of sales (75,946.8) (73,250.4) Other revenue and interest received 244.4 264.1 Net costs of services and other operating expenses (6,983.3) (7,295.5) Value added 10,974.3 10,659.8 Applied as follows : – To employees as salaries, wages and other benefits 8,042.1 67.7 7,582.9 71.3 – To Government as taxation (excluding VAT) 206.3 1.7 399.4 3.7 – To shareholders as dividends 161.0 1.4 744.0 7.0 – To lenders as interest 1,860.4 15.6 648.8 6.1 – Depreciation and amortisation 3,067.1 25.8 1,134.6 10.6 – Non-controlling interests 11.1 0.1 (19.9) (0.2) – CSI 11.9 0.1 25.4 0.2 – Net earnings retained (1,468.3) (12.3) 144.6 1.4 11,891.6 100.0 10,659.8 100.0 - + 41. Events after the reporting date
NOTES TO THE ANNUAL FINANCIAL STATEMENTS 41. Events after the reporting date During the post balance-sheet period the Group announced the commencement of a potential store closure consultation process in terms of section 189 and section 189A of the Labour Relations Act 66 of 1995, as amended; with organised labour and other relevant stakeholders. A total of 34 DionWired and Masscash stores and approximately 1,440 employees are affected by this process.
After an extensive consultation process with the affected employees; organised labour and other relevant stakeholders under the guidance of the Commission for Conciliation, Mediation and Arbitration and all options/alternatives in respect of the potential closure of the affected stores having been exhausted, the Group announced on 19 March 2020 that a decision to close all of the non-performing stores had been taken. The affected 23 Dion Wired Stores ceased trading on 19 March 2020. A decision to cease trade in relation to the 11 affected non-performing Masscash stores has yet to be determined by management. The retrenchment costs is estimated to be R66.8 million.
Furthermore, the re-organisation of the operating model was also announced. The current four divisions will be re-organised into two business units: Massmart Wholesale and Massmart Retail.
The Group’s top priority during the global outbreak of the coronavirus (COVID-19) is the health and safety of our customers and our associates. The measures the Group has implemented to stem the spread of the disease and to look after the health and wellbeing of our customers and associates include: developing various in-store safety measures to enhance cleaning and hygiene protocols as well as to enable safe social distancing, providing pregnant associates across the Group with paid COVID-19 special leave, liaising closely with suppliers to secure high demand products for our customers, and restricting all international and domestic travel for non-essential purposes. We are especially concerned with ensuring that products remain affordable and available for customers. The Group is also partnering with Food Forward (previously known as Food Bank) to provide COVID-19 related food aid to vulnerable groups across the country, including the elderly, orphans and the chronically ill.
While the effects of the global outbreak of the COVID-19 virus on our business are continually being reassessed, the full impact of the 21-day nationwide lockdown for the period from 27 March 2020 to 16 April 2020 announced on 23 March 2020 remains unknown. As an essential retailer, a number of the Group’s formats will continue to trade during the South African lockdown, however restrictions have been placed on the goods that may be sold. The Massbuild operating segment will not trade in South Africa during the lockdown period however all our African store formats will continue to trade subject to local restrictions. The high level of uncertainty, due to the unpredictable outcomes of this disease, complicates the estimation of the financial effects of the outbreak and as a result it could materially impact the results of the Group negatively and the assumptions applied in our assessment of provisions and impairment considerations.
As a result of the lockdown, the Group has reassessed its ability to continue to operate over the foreseeable future. The Group is confident that through the actions that have been taken, including engagement with various stakeholders such as lenders and shareholders, as well as the cost saving initiatives which have been implemented since the second half of 2019, combined with the Group’s liquidity position, will allow Massmart to navigate through this difficult 21 day trading environment. Specifically, the Group has assessed that it currently has sufficient borrowing facilities in place to allow it to continue to pay expenses and trade creditors throughout the lock down period. Should the lockdown be extended beyond the 21 days announced by the President, the impact would be felt throughout the South African economy. Under continued lockdown restrictions, the Group would have to reassess the impact on sales, liquidity and available facilities. Management has also started conversations with banks to obtain extended banking facilities should the need arise.
- + 42. Shareholder analysis
NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS 42. Shareholder analysis The following analysis of shareholders was extracted from the shareholders register: Number of holders % Number of shares % Shareholder spread 1 – 1,000 shares 4,224 79.8 866,067 0.4 1,001 – 10,000 shares 730 13.8 2,065,884 0.9 10,001 – 100,000 shares 218 4.1 8,057,639 3.7 100,001 – 1,000,000 shares 100 1.9 27,821,373 12.7 1,000,001 shares and over 19 0.4 180,327,846 82.3 5,291 100.0 219,138,809 100.0 Public/non-public shareholders Non-public shareholders: Walmart subsidiary: Main Street 830 Proprietary Limited 1 – 115,651,347 52.8 Directors and Group Executives of the Company 3 0.1 250,143 0.1 Share trusts 1 – 1,483,976 0.7 Public shareholders 5,286 99.9 101,753,343 46.4 5,291 100.0 219,138,809 100.0 Number of holders % Number of shares % Distribution of shareholders Walmart subsidiary: Main Street 830 Proprietary Limited 1 – 115,651,347 52.8 Unit Trusts/Mutual Funds 81 1.5 71,316,781 32.5 Trading Position 12 0.2 3,348,097 1.5 Other Managed Funds 5,139 97.4 5,902,553 2.8 Sovereign Wealth 3 0.1 5,762,006 2.6 Custodians 6 0.1 2,226,926 1.0 Private Investors 19 0.4 3,595,823 1.6 Hedge Fund 4 0.1 363,169 0.2 Investment Trusts 1 – 5,479,288 2.5 Insurance Companies 14 0.3 3,377,852 1.5 Exchange-Traded Fund Total 7 0.1 1,877,068 0.9 University 4 0.1 237,899 0.1 5,291 100.0 219,138,809 100.0 Custodians and managers holding 3% or more The following custodians and managers held beneficially, directly or indirectly, equal to or in excess of 3% of the Company’s shares: Walmart subsidiary: Main Street 830 Proprietary Limited 115,651,347 52.8 Investec Asset Management 20,059,551 9.2 Franklin Resources Inc 13,562,347 6.2 PIC 11,686,505 5.3 PSG Asset Management 7,772,070 3.5
MASSMART GROUP ANNUAL FINANCIAL STATEMENTS 2019
Notes to the Annual Group Financial Statements 35-42
For the year ended 29 December 2019