Message to shareholders

Introduction

There have been numerous stand-out features over the past year, not least of which has been an excellent financial and operating performance for the year ended 30 June 2021, with trading profit increasing by 47.8% to a stellar R7.9 billion and cash generated by operations of R13.6 billion, which is 48.6% higher than last year.

These financial results reflect Bidvest’s success in achieving its planned strategic objectives, increased market share and organic growth in key sectors. It also follows the successful conclusion of the disposal of non-core assets, which started after the unbundling of the food services businesses and resulted in cumulative proceeds of more than R4 billion since FY 2017.

The Group has been successful in advancing its strategy of carefully considered geographic diversification, concluding two sizeable and a few smaller bolt-on acquisitions in the United Kingdom.

A special tribute must be directed toward the Bidvest family of employees that have worked consciously and faithfully through these difficult times. Our employees displayed tremendous dedication, often in difficult circumstances, to ensure the continuation and enhancement of value in the delivery of the Group’s products and services. Bidvest’s Board of Directors has acknowledged this commitment and expressed its thanks and gratitude to all employees on behalf of all stakeholders.

Sadly, we lost 122 Bidvest family members to the COVID-19 pandemic and we extend our sincere condolences to the families and colleagues of these employees. Bidvest continues to provide support to employees and communities besieged by the harsh impacts of the pandemic.

The value of a diverse Board and executive team is evident. We are extremely proud of the fact that the Bidvest Board is now comprised of 70% females and 80% black and the Exco are 42% female and 50% black.

There was limited damage to the infrastructure of the Group during the riots in KwaZulu-Natal and parts of Gauteng and thankfully, no employees were harmed. The Group provided assistance to both employees and communities in the affected areas where there were food shortages due to supply chain disruptions.

Highlights

The essential and contractual nature of a significant part of the Bidvest portfolio, together with strong trading agility across the Group and excellent cost management, culminated in a very strong operational result. The Services, Automotive and Commercial Products divisions delivered their highest ever trading profit, as did Branded Products, which is inclusive of a second full year contribution from Adcock Ingram (Adcock).

Cash generation was 48.6% higher at R13.6 billion with free cash generated doubling to R10.1 billion and Group cash conversion of 144.5% (FY 2020 137.8%). HEPS grew by 113.9% to 1183.3 cents from continuing operations. Normalised HEPS1, a measurement used by management to assess the underlying business performance, grew by 25.6% to 1292.0 cents.

Return on Funds Employed (ROFE)# improved significantly from 23.0% at 30 June 2020 to 31.6%. Return on Invested Capital (ROIC)# of 14.1%, which compares to 12.9% last year, is above the Group’s weighted cost of capital.

The Group declared a final dividend of 310 cents per share, bringing the total dividend for the year to 600 cents per share.

Note1: Normalised HEPS excludes acquisition costs, amortisation of acquired customer contracts and COVID-19 costs.

# Normalised.

Financial overview

Group revenue grew 15.4% to R88.3 billion (FY 2020: R76.5 billion). The annualisation of PHS, which was acquired in May 2020, and the acquisitions concluded by Noonan during the year, augmented the revenue performance.

The gross and trading profit margins were 30.8% (FY2020 30.6%) and 8.9% (FY2020 7.0%), respectively. Expenses were exceptionally well managed and increased by only 3.2%, on a like-for-like basis. COVID-19 charges totalled R182 million (FY 2020: R1.6 billion) during the period.

Trading profit grew by 47.8% to R7.9 billion. Commercial Products delivered an excellent result driven by a strong trading capability, market share gains, improved factory recoveries and good expense management. Automotive’s focus on margin rather than volume, efficiency improvements and expense management culminated in very strong profit growth despite lacklustre vehicle demand. Freight handled greater bulk volumes through its terminal operations, while other general import and export volumes remained depressed. PHS exceeded expectations and the South African businesses of Services delivered a very good result despite its exposure to struggling travel and related industries. Branded Products’ result, which includes Adcock, was good considering the significant demand disruption caused by the hybrid way of working and learning, and no flu season. Financial Services’ performance was reasonable, helped by good investment returns. Global supply chains were and continue to be disrupted, while travel and related services, including hospitality, operate at low levels. The demand for majority of Bidvest products and services started normalising toward the end of the financial year, and in many instances, demand has exceeded expectations.

Acquisition costs, which were significantly lower year-on-year, were incurred as part of the corporate activity conducted during the year. The amortisation of acquired customer contracts increased by R201.4 million to R271.5 million as the Purchase Price Allocation review relating to PHS was concluded.

Net capital items contributed losses of R179.7 million (FY 2020: R2.0 billion), relating mainly to COVID-19 capital impairments as well as losses on disposal of businesses.

Net finance charges were 2.9% higher at R1.5 billion (FY 2020: R1.4 billion). Excluding IFRS 16, the increase was 4.9%, the result of the higher gross debt following the PHS acquisition and the step up in the bridge funding costs as time progressed but at lower average interest rates. The Group’s average cost of funding decreased to 4.6% – pre-tax (FY 2020: 5.7%).

Share of associate profits amounted to R100.1 million, in the main attributable to Adcock’s associate holdings. The prior year included operating losses from Comair and one month of Adcock, prior to consolidation.

The Group’s effective tax rate, excluding capital items, is 28.3% (FY 2020: 29.8%).

Basic earnings per share (EPS) from continuing operations increased from 49.8 cents to 1130.2 cents mainly due to large impairments, disposals and associate losses in the prior period. Basic EPS for the Group improved from a loss of 136.6 cents to a profit of 1131.3 cents.

Bidvest’s net debt decreased from R19.2 billion as at 30 June 2020 to R13.3 billion at the end of June 2021. Strong free cash flow generation resulted in a covenant net debt to adjusted EBITDA of 1.2x compared to 2.1x as at 30 June 2020. When cash balances in Financial Services were excluded from the net debt for covenant calculation purposes the leverage ratio improved from 2.7x, as at 30 June 2020, to 1.8x a year later. Interest cover was 9.4x (FY 2020: 8.4x).

Cash generated by operations at R13.6 billion, was 48.6% higher than the R9.2 billion generated in the prior period. The Group released R2.4 billion of working capital in the current year compared to R0.9 billion in the prior year. Increased trade payables as a result of higher activity levels and lower inventory on the back of supply chain constraints and reduced inventory days.

Corporate action

Disposals

We are pleased that the portfolio streamlining that started after the unbundling of the foodservices businesses is now largely complete. In addition to the disposals of the 6.75% stake in Mumbai International Airport Limited (MIAL) and Ontime Automotive reported on previously, the sales of Bidair Services, the ground handling business, Bidvest Car Rental, Bidvest Namibia IT and MSC Sports were concluded. Both Bidair Services and Bidvest Car Rental were sold to majority black-owned consortiums which included existing management.

The disposal of Namibia Bureau de Change is awaiting the final condition precedent to close, and some small items remain work-in-progress.

Capital deployed

As announced previously, Noonan acquired Axis Group, a UK-based security and cleaning services provider in early February 2021. Subsequently, Noonan concluded the acquisition of Cordant Group, a leading cleaning and security company in the UK, for an enterprise value of GBP41.5 million. These concluded acquisitions were the final pieces of the puzzle, that would create a UK facilities management business of scale.

Several other bolt-on acquisitions were also concluded: four offshore transactions with the combined value of GBP17.5 million to augment existing facilities management and hygiene offerings; and in South Africa, Compendium acquired Genesis Insurance Brokers and Adcock acquired a product portfolio from Aspen and the remaining 51% in the Novatis Ophthalmic joint venture.

The flagship Liquid Petroleum Gas (LPG) project in Richards Bay was commissioned on 22 October 2020 and the volumes handled through this facility to date have exceeded expectations. Divisional management is exploring further opportunities.

Prospects

While the pandemic continues to disrupt global supply chains and affect certain markets, a rapid sustainable economic recovery is likely to be delayed. Bidvest remains positive that profitability momentum will be maintained given the Group’s spread of products and services. Encouragingly, there are signs of increased infrastructure investment activity out of mining and industrial sectors. While we will continue to optimise our cost base and improve efficiencies across the Group, the significant work already completed in these areas, will positively support future results.

Shortly after year-end, we concluded the refinancing of the EUR320 million Euro loan facility that was due to mature in September 2022. As part of this refinancing, a new syndicated Sterling facility was upsized to GBP400 million and include a revolving credit element that provides the Group with enhanced funding flexibility. The remaining GBP60 million PHS bridge finance balance was settled. The maturity profile of the Group was pushed out by three years.

The Group’s business objectives and strategy remain unchanged and its growth ambitions resolute.

The recent riots, which occurred in KwaZulu-Natal and certain parts of Gauteng in South Africa, have been devastating from a personal loss and harm perspective, while the infrastructure destruction has been extremely distressing. The Group reaffirms its duty and commitment to building an inclusive South Africa.

The Group

Bidvest encourages a performance-driven, decentralised business model that continuously seeks scale and growth. We empower many enterprises across our diverse areas of operation – Services, Branded Products, Freight, Commercial Products, Financial Services and Automotive – and act as remarkable catalyst for value creation.

Divisional review

Services

A very strong trading profit of R3.3 billion, up 54.8% on last year, was achieved and was supported by exceptional cash conversion. The trading profit was almost equally split between South Africa and international, as PHS delivered a result that exceeded pre-acquisition expectations. Organically Noonan produced a solid result in underlying currency, augmented by the inclusion of the acquisitions for only part of the second six months of the financial year. Despite COVID-19’s impact on the South African businesses, particularly as it pertains to low office occupancy in mainly the professional services sector, facilities management services, which has shown significant growth over the last five years, delivered another good performance. The Security & Aviation cluster performed strongly across virtually all its businesses. Within the Allied cluster, which includes products and services to corporate offices and hotels, trading profit was slightly down, but the strategic changes as well as the system and customer integrations are starting to show real benefits. The Travel Services cluster, understandably, remained under pressure due to pandemic restrictions, but some indication of stronger domestic travel was evident in the last quarter. Significant investments in technology and rationalisation of back-office functions will yield benefit when demand returns. Across the division, a handful of businesses benefited from COVID-related work, but the net benefit was tempered by suspended customer contracts. The reversal of both these aspects are expected to be broadly neutral going forward.

Branded Products

After being 18.7% down at half year, the division’s trading profit ended 4.2% up on the previous year at R1.5 billion, a commendable turnaround. The year was characterised by exchange rate fluctuations that affected certain businesses, as well as the impact of people working from home, the disruption in the education sector, the lack of a flu season, supply chain challenges and the active management of COVID environment as most staff are employed in factories, warehouses and distribution. The early rightsizing and
re-engineering of the businesses, together with impressive cost control, has been the ultimate key to these good results. Operating cash generation was outstanding. Adcock, which is the largest contributor to trading profit, naturally experienced uncertainty, and volatility with regard to demand patterns throughout the year, but still managed a healthy increase in sales albeit at a lower gross margin due to a weaker exchange rate, lower factory recoveries and mix. All other clusters within the division delivered improved growth in trading profit as expenses were well controlled and demand slowly returned.

Freight

A solid trading profit result of R1.3 billion is up 11.6% for the year to June 2021. Bidvest Tank Terminals had an exciting year with the commissioning of the LPG storage facility, one of the largest in the world, and a contributor to both volume growth and profitability. This was despite reduced demand for other products. South African Bulk Terminals posted a pleasing result and managed costs exceptionally well, benefiting from the last two seasons’ good export maize crop, as well as stable rice and wheat volumes. Bulk Connections gained from strong commodity demand, delivering record volumes, exceeding the previous record achieved in 2014. Bidfreight Port Operations delivered an excellent result as it benefited from the high commodity demand during the second half of the year where the fertiliser volumes are usually out of season. Bidvest International Logistics (BIL), Bidvest SACD (BSACD), Naval and Manica Namibia experienced challenges throughout the year, largely dominated by low volumes as a result of a slow recovery from the pandemic and the significant container shortages and very high global sea freight rates. Market momentum is evident, and it is expected that the future LPG supply, strong commodity and agricultural sectors will remain robust for some time, which will benefit divisional profitability going forward.

Commercial Products

The year’s trading profit increased by an impressive 134.5% to R921.6 million, which is the best ever result produced by this division, and was backed up by exceptional cash generation. Achieving this during these turbulent times with particularly volatile exchange rates, coupled with major supply chain disruptions, soaring commodity prices, and an extremely difficult and competitive customer environment, make these results even more impressive. The strong market share gains made over the period contributed to the results, as did the focus on cash preservation, well managed stock holdings, changing lifestyle options, margin and expense management as well as the strategic internal restructuring that started in Electrical in the prior year. Margin management remains at the forefront of management decision-making. Excellent results were delivered from the respective Trade, Catering, DIY / Tools / Workwear, Leisure, Packaging, and General Industrial clusters, with increased profitability, acknowledging that certain months in the previous financial year included restricted trading periods. Particularly pleasing was that the Plumblink, Electrical, Academy Brushware, Matus, Yamaha, Bidvest Afcom, Burncrete and Vulcan all reported high double digit trading profit growth on FY19.

Automotive

South Africa’s automotive sector has started its slow recovery with new vehicle sales growing by 8.6% over the prior year still well below pre-COVID-19 levels. Against this backdrop, the division increased trading profit by an outstanding 267.3% to R652.0 million. A lean cost structure and focus on margin rather than market share, yielded this very strong result. Bidvest McCarthy retailed 1.1% and 7.2% more new and used vehicles, respectively, this year. The used vehicle market is relatively strong, partly due to new vehicle affordability and stock constraints, whilst the ability to source good quality used vehicles remains a challenge and is driving up purchase prices. The rationalisation embarked on a few years ago together with decisive expense action taken at the start the pandemic period have contributed significantly to the year’s result. Efficiencies through process
re-engineering and Robot Processing Automation remains an ongoing initiative. Despite the new vehicle market approximately 15% lower today compared to FY 2017, trading profit is 20% higher.

Financial Services

Financial Services’ trading profit increased by 8.9% to R331.6 million. Lockdown restrictions that placed financial pressure on current and future customers, the net roll-off of fleet contracts, lower interest rates that drove a reduced net interest margin and closed international borders for a significant portion of the period, which was detrimental to South African tourism and consequently foreign exchange revenues, all had a severe impact on revenue and trading profit of Bidvest Bank. The Bank’s liquidity and capital ratios remain strong and are comfortably above the South African Reserve Bank minimum requirements. The insurance businesses grew gross written premiums, mainly in the life insurance products. Stable claims ratios, acceptable retention and good expense management resulted in an improved performance. Investment returns almost doubled on the prior year.

Bidvest Properties and Corporate

The Group owns a significant property portfolio which is largely Bidvest occupied. Bidvest Properties delivered a resilient result in a very challenging property market marred by falling market values and vacancies with occupancy costs increasing by more than inflation. Trading profit declined by 3.2% to R560.7 million. The portfolio comprises of 136 properties across South Africa and Namibia with an estimated market value of R8.1 billion, significantly higher than the R3.9 billion book value.

The last negative foreign exchange mark-to-market adjustment of R140.3 million on MIAL was recognised. Increased trading losses in the non-core businesses, which are in the process of being disposed, more than offset the saving achieved from the exit of Bidvest Wits and other sponsorships.

Directorate

In accordance with the section 3.59 of the JSE Listings Requirements, the board of directors of the Group advised shareholders that, effective 12 March 2021, Ms Sindisiwe Ntombenhle (Sindi) Mabaso-Koyana and Ms Lulama Boyce were appointed as independent non-executive directors. Messrs Eric Diack and Alex Maditse, both of whom have been independent non-executive directors on the board for nine years, retired from the Board with effect from 1 April 2021, and Mr Myles Ruck resigned as an independent non-executive director, effective 30 June 2021. With effect from 10 August 2021, Ms Ilze Roux resigned as company secretary and Ms Nonqaba Katamzi was appointed to the position.

For and on behalf of the board

BF Mohale
Chairman

Johannesburg

6 September 2021

NT Madisa
Chief executive

Dividend declaration

In line with the Group dividend policy, the directors have declared a final gross cash dividend of 310 cents (248.0000 cents net of dividend withholding tax, where applicable) per ordinary share for the 12 months ended 30 June 2021 to those members registered on the record date, being Friday, 1 October 2021. The dividend has been declared from income reserves. A dividend withholding tax of 20% will be applicable to all shareholders who are not exempt.

Share code: BVT
ISIN: ZAE000117321
Company registration number: 1946/021180/06
Company tax reference number: 9550162714
Gross cash dividend amount per share: 310.0
Net dividend amount per share: 248.000
Issued shares at declaration date: 340 274 346
Declaration date: Monday, 6 September 2021
Last day to trade cum dividend: Tuesday, 28 September 2021
First day to trade ex-dividend: Wednesday, 29 September 2021
Record date: Friday, 1 October 2021
Payment date: Monday, 4 October 2021

Share certificates may not be dematerialised or rematerialised between 29 September 2021, and 1 October 2021, both days inclusive.

For and on behalf of the board

Ms Nonqaba Katamzi
Company Secretary