Wrap Text
Condensed consolidated financial statements for the year ended 31 March 2022, ordinary & preference share dividends
THE FOSCHINI GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1937/009504/06)
Ordinary share code: TFG
ISIN: ZAE000148466
Preference share code: TFGP
ISIN: ZAE000148516
("TFG" or "the Company" and together with its affiliates "the Group")
SHORT-FORM ANNOUNCEMENT
Condensed consolidated financial statements for the year ended 31 March
2022, ordinary and preference share dividend declarations
SALIENT FEATURES:
- Record group revenue up 29,7% to R46,2 billion;
- Strong growth in Group retail turnover to R43,4 billion (up 31,6%)
with all territories performing above expectation;
- Group online retail turnover growth of 11,7% to R4,4 billion,
contributing 10,2% to total Group retail turnover;
- Gross margin expanded strongly to 48,5% (March 2021: 45,5%) as a
result of an increasing proportion of full price sales and lower
inventory markdowns due to strong consumer demand for our products
and an increasingly efficient, localised supply chain supporting TFG
Africa;
- Continued investment in growth through organic investments (including
over 300 store openings for the Group in FY2022), an increase in
omnichannel penetration and investment in all territories and the
expansion of quick response local manufacturing capacity in Africa
through strategic acquisitions, as previously announced.
- Headline earnings per share of 1 009,0 cents up 409,9% (March 2021:
197,9 cents per share);
- Basic earnings per share of 901,9 cents up 246,9% (March 2021: loss
of 614,0 cents per share);
- Operating profit before finance costs of R4,8 billion (March 2021:
loss of R719,2 million);
- Continued strong cash generation from operations of R8,2 billion;
- Net debt (pre-IFRS 16) of R1,0 billion* at historic low levels (March
2021 pre-IFRS 16: R1,3 billion). Gross debt pre-IFRS 16 to pre-IFRS
16 adjusted earnings before interest, tax, depreciation and
amortisation (EBITDA) ratio reduced to 1.3**;
- Final dividend of 330 cents per share declared. An interim dividend
of 170 cents was declared at half year while no dividend was declared
in the 2021 financial year.
* Pro forma information used to calculate net debt pre-IFRS 16.
** Pro forma information used to calculate gross debt pre-IFRS 16 to pre-
IFRS 16 adjusted EBITDA ratio.
This short-form announcement is the responsibility of the Company's
directors and is only a summary of the information in the full
announcement. The reviewed provisional condensed consolidated financial
statements for the year ended 31 March 2022 were approved by the Board of
Directors on 10 June 2022 and the information in this announcement has been
correctly extracted from the reviewed provisional condensed consolidated
financial statements. Any investment decisions by investors and/or
shareholders should be based on consideration of the full announcement,
which has been published on the JSE Stock Exchange News Service ('SENS')
and is available at:
https://senspdf.jse.co.za/documents/2022/JSE/ISSE/TFG/FY2022.pdf
and on the Company's website at
https://tfglimited.co.za/investor-information/financial-reports-and-
presentations/.
Copies of the full announcement may also be requested by contacting the
Company Secretary (company_secretary@tfg.co.za) and are available for
inspection at the Company's registered office at no charge, weekdays during
office hours.
This announcement has not been reviewed or reported on by the Group's
external auditors. The Group's auditors, Deloitte & Touche, have reviewed
the full announcement and expressed an unmodified conclusion thereon.
COMMENTARY
STRONG PERFORMANCE WITH SIGNIFICANT MARKET SHARE GAINS AND INCREASED
PROFITABILITY
The Group delivered a robust post-COVID-19 recovery during the past
financial year. The Group's retail outlets delivered a strong trading
performance as economic activity resumed in the wake of reduced
restrictions on movement and travel. In South Africa, the restrictions were
eased to adjusted Level 1 from 1 October 2021. The restrictions remained at
adjusted Level 1 during the fourth quarter and the National State of
Disaster was terminated on 4 April 2022. In Australia, the vaccination rate
has reached almost 90% which has led to the easing of restrictions by most
state governments. In respect of New South Wales and Victoria, two
financially significant states in Australia, stores reopened on 11 October
2021 and 30 October 2021 respectively after severe lockdown restrictions
were experienced in the second quarter. On 24 February 2022 the UK
Government ended all legal COVID-19 restrictions in England.
As previously announced on SENS, 198 South African stores were looted and
damaged to varying degrees by the civil unrest experienced in the KwaZulu-
Natal province and parts of the Gauteng province during July 2021. The
Group reopened 176 of these stores by the end of May 2022. The remainder of
the stores will only reopen from June 2022 onwards and 2 stores will not be
reopened. SASRIA payments of R541 million (VAT inclusive) have been
received to date, while the Business Interruption claim submitted is
expected to be finalised by the insurers by December 2022.
Despite the continued challenging trading environment, the Group continues
to invest in growth opportunities. As announced on SENS previously, the
Company entered into a sale and purchase agreement to acquire the entire
issued share capital of Tapestry Home Brands Proprietary Limited
('Tapestry'). Tapestry is a prominent direct-to-consumer, vertically
integrated designer, manufacturer and omnichannel cash retailer of home
furnishings serving consumers' living and sleeping needs, targeting the
middle to upper LSM markets. The transaction will provide TFG with exposure
to new products and categories as well as new customers that will
complement the current TFG customer base in existing categories. The
transaction is in line with TFG's stated strategy of vertical integration
in key product categories, to protect and improve margins, and the
continued development of its import substitution and quick response
initiatives through expanded local manufacturing capability. The
transaction is subject to the fulfilment of a number of conditions
precedent, one being approval from the relevant competition authorities and
the Takeover Regulation Panel.
FINANCIAL PERFORMANCE
The robust recovery in trading performance for the year ended 31 March 2022
is evident in the Group's retail turnover growing by 31,6% to R43,4
billion, which was above expectation. Group cash retail turnover grew by
33,6% compared to the same period in the previous financial year,
contributing 79,9% (FY2021: 78,7%) to total Group retail turnover for the
12 months to 31 March 2022. Group online retail turnover grew by 11,7% (12
months to 31 March 2021: 33,4%) to R4,4 billion for the 12-month period,
coming off a high COVID-19 base, contributing 10,2% (FY2021: 12,0%) to
total Group retail turnover evidencing the continuing strong online demand
for all our brands.
Gross margin for the Group increased to 48,5% as a result of a higher
proportion of full price sales and lower markdowns due to the strong demand
for the Group's products as well as an increasingly efficient localised,
quick response supply chain supporting TFG Africa. Locally and regionally
sourced products now contribute 72% of total apparel purchases in TFG
Africa on an increasingly quick response basis, leading to increased stock
turns and consequently improved stock newness and lower markdowns.
At year end, trading expenses were 41,4% of retail turnover, the ratio
materially down on 2020 pre-COVID-19 levels (March 2020: 44,8%) despite the
continued investment in a number of strategic initiatives, which is in line
with the growth strategy of the Group. Expense management remains a
significant focus area for management teams whilst driving growth and our
fit-for-the-future strategy.
Headline earnings per share and basic earnings per share increased by
409,9% and 246,9% respectively. Earnings performance was impacted by the
post COVID-19 recovery, as well as inter alia, by the following non-
comparable events:
- The acquisition of certain commercially viable stores and selected
assets of Jet in South Africa (effective 25 September 2020) and in
Botswana, the Kingdom of Eswatini, Lesotho and Namibia (effective on
various dates in December 2020 and January 2021). The inclusion of a
bargain purchase gain on acquisition of R709,0 million in the year
ended 31 March 2021 specifically affected basic earnings per share
and diluted earnings per share;
- The R2,7 billion after tax non-cash impairment of the carrying values
of TFG London's goodwill and intangible assets in year ended 31 March
2021 specifically affected basic earnings per share and diluted
earnings per share; and
- The civil unrest experienced in the current period in South Africa in
July 2021, as previously reported, where the Group suffered an
estimated loss of turnover in excess of R700 million.
STRONG STATEMENT OF FINANCIAL POSITION
The Group generated cash from operations of R8,2 billion for the year ended
31 March 2022 through the strong trading performance and careful management
of working capital. This allowed the Group to maintain healthy reduced
gearing with net debt (pre-IFRS 16) of R1,0 billion* at the end of 31 March
2022.
* Pro forma information used to calculate net debt pre-IFRS 16.
Focussed working capital management resulted in inventory days decreasing
from 169 days to 153 days while stock freshness improved. Gross debtor book
growth was 3,6% while credit turnover grew 24,2%.
SEGMENTAL PERFORMANCE UPDATE
TFG Africa's retail turnover growth/(decline) (ZAR) when compared to the
same period in the previous financial year in the respective merchandise
categories was as follows:
FY 2022
Contribut
ion to
H2 Oct TFG
H1 April 2021 to Africa
to Sept March retail
Merchandise category 2021 2022 FY2022 turnover
Clothing 72,2% 20,4% 38,4% 75,1%
Homeware 38,5% 22,6% 29,0% 7,4%
Cosmetics 23,5% (1,3%) 8,2% 3,2%
Jewellery 49,0% 7,0% 21,3% 4,8%
Cellphones 22,5% (0,2%) 9,4% 9,5%
Total TFG Africa 59,5% 16,9% 32,3% 100,0%
Cash retail turnover, contributing 71,1% to TFG Africa retail turnover,
grew by 35,9% when compared to the same period in the previous financial
year. Credit retail turnover grew by 24,2% for the year ended 31 March
2022.
TFG Australia's retail turnover grew by 24,0% (AUD) when compared to the
same period in the previous financial year, and now contributes 15,8% to
Group retail turnover. Retail turnover in TFG London grew 57,3% (GBP) in
the same period and now contributes 14,4% to Group retail turnover.
The retail turnover growth when compared to the same period in the previous
financial year in each of our business segments in local currency was as
follows:
FY 2022
Contribut
H2 Oct ion to
H1 April 2021 to Group
to Sept March retail
Business segment 2021 2022 FY2022 turnover
TFG Africa (ZAR) 59,5% 16,9% 32,3% 69,8%
TFG London (GBP) 65,6% 50,5% 57,3% 14,4%
TFG Australia (AUD) 39,2% 14,5% 24,0% 15,8%
Group (ZAR) 51,8% 19,2% 31,6% 100,0%
STORE PORTFOLIO
As at 31 March 2022, the Group traded out of 4 351 outlets across
26 countries. During the year, 377 outlets were opened and 310
outlets closed, with outlet movement in the respective
business segments as follows:
Outlets TFG Africa TFG London TFG Group
Australia
Opening balance as at 2 929 801 554 4 284
1 April 2021
New outlets 274 62 41 377
Closed outlets (116) (175) (19) (310)
Closing balance at 31
March 2022 3 087 688 576 4 351
The Group continued its focus on space rationalisation and the
renegotiation of rentals. Since year end, TFG Africa has opened a further
98 new outlets.
CREDIT
Given the strong cash turnover growth and the prevailing economic
conditions we remain cautiously conservative with our credit lending
criteria and the retail debtors' book remains conservatively provided.
Average approval rates for new accounts increased to c.25% as customer
payments and therefore credit book performance continued to exceed
expectations. For the year ended 31 March 2022 credit retail turnover grew
by 24,2% compared to the same period in the previous financial year on the
back of better than expected payments from our credit customers and
continued improvements in the quality of the book. Credit sales now
contribute 28,9% (March 2021: 30,7%) to total TFG Africa retail turnover.
The retail net debtors' book of R7,0 billion increased by 5,7% year-on-
year. Provisioning levels have been retained given the ongoing pressure on
the South African consumer with the total allowance for impairment as a
percentage of the debtors' book declining slightly to 19,1% (March 2021:
20,7%).
PRO FORMA INFORMATION
Pro forma information for net debt pre-IFRS 16 and the gross debt pre-IFRS
16 to pre-IFRS 16 adjusted EBITDA ratio is used in this announcement, as
these are key metrics within the Group's debt reporting. These key metrics
are Non-IFRS measures.
This pro forma information is prepared for illustrative purposes and
because of its nature, may not be a fair reflection of the Group's results
of operations, financial position, changes in equity or cash flows. There
are no events subsequent to the reporting date which require adjustment to
the pro forma information.
The pro forma net debt pre-IFRS 16 numbers were calculated using reviewed
numbers from current and audited numbers from previously published results
as follows:
March 2022 March 2021
Rm Rm
Total interest-bearing
debt ^15 599,1 ^^14 344,6
Less: Cash and cash
equivalents ^5 745,8 ^^4 843,2
Net debt 9 853,3 9 501,4
Less: Lease liabilities ^8 816,0 ^^8 186,9
Net debt pre-IFRS 16 1 037,3 1 314,5
^ Reviewed.
^^ Audited.
The pro forma gross debt pre-IFRS16 to pre-IFRS 16 adjusted EBITDA ratio
was calculated using reviewed numbers from current and audited numbers from
previously published results as follows:
March 2022 March 2021
Rm Rm
Total interest-bearing
debt ^15 599,1 ^^14 344,6
Less: Lease liabilities ^8 816,0 ^^8 186,9
Gross debt pre-IFRS 16 6 783,1 6 157,7
March 2022 March 2021
Rm Rm
Operating profit (loss)
before finance costs ^4 812,7 ^^(719,2)
Add: Depreciation and
amortisation ^860,6 ^^857,6
Add: Depreciation on
right-of-use assets ^3 453,5 ^^3 418,3
EBITDA 9 126,8 3 556,7
Add: Acquisition costs ^58,8 ^^16,8
Less: Gain on bargain
purchase ^- ^^709,0
Add:Impairment of goodwill
and brands ^- ^^2 958,1
Adjusted EBITDA 9 185,6 5 822,6
Less: Occupancy costs
lease reversal ^4 027,8 ^^4 043,5
Less: Profit on
termination of leases ^58,3 ^^31,1
Add: Impairment of right
of use assets ^118,8 ^^239,5
Pre-IFRS 16 adjusted
EBITDA 5 218,3 1 987,5
^ Reviewed.
^^ Audited.
The directors are responsible for compiling the pro forma financial
information in accordance with the JSE Limited Listings Requirements and in
compliance with the SAICA Guide on Pro Forma Financial Information. The
underlying information used in the preparation of the pro forma financial
information has been prepared using the accounting policies in place for
the year ended 31 March 2022.
Deloitte & Touche has issued an unmodified reporting accountants' report on
the pro forma financial information, which is available for inspection at
the Company's registered office and on the Company's website at
https://tfglimited.co.za/investor-information/financial-
reports-and-presentations/.
SUPERVISORY BOARD UPDATES
As was announced on SENS on 2 July 2021, Samuel Ellis Abrahams retired from
TFG's Supervisory Board at the conclusion of the Company's annual general
meeting on 2 September 2021 after twenty-three years of valued service.
OUTLOOK
Macroeconomic conditions in all territories in which we operate are likely
to remain constrained. Current shipping disruptions will most likely
continue for most of the 2022 calendar year and global inflationary
pressures and the rising interest rate environment are both expected to
persist.
The Group will however continue to invest in its key strategic initiatives
to further strengthen its differentiated business model, which has proven
to be resilient and has delivered superior growth in all its operating
territories. Further, the Group made progress on the implementation of its
key strategic objectives and its speciality brand business portfolio. The
Group remains very well positioned for further organic and inorganic
growth, supported by a strong Group balance sheet.
Operationally, there will be a continued focus on further improving gross
profit margins, expense control, working capital management and disciplined
capital allocation.
The Supervisory Board thanks the management teams and employees of each of
the business units for leading the Group through the pandemic and the
challenging economic environments within which TFG operates.
RESULTS PRESENTATION WEBCAST
A live webcast of the results presentation will be broadcast at 10:00 am
(SAS) on 10 June 2022. A registration link for the webcast will be
available on the Company's website at www.tfglimited.co.za. The slides for
the annual results presentation will be made available on the Company's
website prior to the commencement of the webcast. A delayed version of the
webcast will be available later the same day.
FINAL ORDINARY CASH DIVIDEND DECLARATION
Notice is hereby given that the directors have declared a final gross cash
dividend of 330,0 cents (264,00000 cents net of dividend withholding
tax) per ordinary share from profits accrued during the six-month period
ended 31 March 2022.
The dividend has been declared from income reserves.
A dividend withholding tax of 20% will be applicable to all shareholders
who are not exempt. The issued share capital at the declaration date is 331
027 300 ordinary shares.
The salient dates for the ordinary dividend will be as follows:
Publication of declaration data Friday, 10 June 2022
Last day of trade to receive a dividend Tuesday, 19 July 2022
Shares commence trading "ex" dividend Wednesday, 20 July 2022
Record date Friday, 22 July 2022
Payment date Monday, 25 July 2022
Share certificates may not be dematerialised or rematerialised between
Wednesday, 20 July 2022 and Friday, 22 July 2022, both days inclusive.
PREFERENCE CASH DIVIDEND DECLARATION
Notice is hereby given that the directors have declared a gross cash
dividend (no. 171) of 3,25% or 6,5 cents (5,20000 cents net of dividend
withholding tax) per preference share for the six-month period ending 30
September 2022.
The dividend has been declared from income reserves.
A dividend withholding tax of 20% will be applicable to all shareholders
who are not exempt.
The issued share capital at the declaration date is 200 000 preference
shares.
The salient dates for the preference dividend will be as follows:
Publication of declaration data Friday, 10 June 2022
Last day of trade to receive a dividend Tuesday, 13 September 2022
Shares commence trading "ex" dividend Wednesday, 14 September 2022
Record date Friday, 16 September 2022
Payment date Monday, 19 September 2022
Share certificates may not be dematerialised or rematerialised between
Wednesday, 14 September 2022 and Friday, 16 September 2022, both days
inclusive.
Signed on behalf of the Supervisory Board.
M Lewis A E Thunström
Chair Chief Executive Officer
Cape Town
10 June 2022
Non-executive Directors:
M Lewis (Chairman), Prof. F Abrahams, C Coleman, G H Davin, D Friedland, B
L M Makgabo-Fiskerstrand, A D Murray, E Oblowitz, N V Simamane, R Stein
Executive Directors:
A E Thunström, B Ntuli
Company Secretary:
D van Rooyen
Registration number:
1937/009504/06
Tax reference number:
9925/133/71/3P
Registered office:
Stanley Lewis Centre, 340 Voortrekker Road, Parow East, 7500,
South Africa
Transfer secretaries:
Computershare Investor Services Proprietary Limited
Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg,
2196, South Africa
Sponsor:
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 10-06-2022 09:00:00
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