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Revenue $56.27m
Occupancy
REVPAR
ADR
EBITDA $6.97m
Equity settled Non- share based distributable payment reserve reserve 1,327,001 4,759,530 6,086,531 6,086,531 6,086,531 Foreign currency translation Revaluation reserve reserve
+3.4%
-2%
48%
+2%
$48
+7%
$100
+11%
-454%
-4%
Message to Shareholders
INTRODUCTION
The year under review saw the Group recording notable growth in both EBIDTA (+11%) over the same period last year. This improvement in performance, coupled with significant strides taken to reduce debt, bodes well for the future of the Group. after tax. This method was a departure from IAS 28, Investment in Associates, and would have resulted in a perpetual loss to the Group, as Dawns Revenue is predominantly rentals from African Sun. This error was corrected retrospectively to 2009 resulting in an aggregate increase in assets (investment in associate) of $1.42 million (see note 3 of the condensed financial report). The third adjustment relates to a change in IAS 12, accounting for deferred tax assets which was adopted by Dawn Properties Limited. The IASB has amended IAS 12, Income Taxes, to introduce an exception to the existing principle for the measurement of deferred tax assets or liabilities arising on investment property measured at fair value. The net increase in the Groups assets and retained earnings arising from this change was $1.06 million. Further details of the adjustment are explained in note 3 of the condensed financial report.
BUSINESS OVERVIEW
The period under review witnessed a notable growth in tourist arrivals into our hotels. The markets recorded the following growth: USA (11%), Germany (18%), Japan (31%), and the UK (26%). A decline was recorded in arrivals from China and France by 26% and 9% respectively. In line with this growth trend in foreign business, the Group realised an 8% increase in foreign room nights sold compared to the prior year. Domestic room nights suffered a 9% decline compared to the prior year due to cancellations and postponements of bookings during the period before and after the harmonised elections that were held in July 2013, as well as the persistent liquidity constraints facing the economy. The sales mix of the Group shifted in favour of foreign business, which contributed 39% to the room nights sold compared to 35% achieved last year. ADR increased by 7% to $100 from $93 achieved last year, supported by foreign business which gives a higher yield in terms of ADR. The increase gave rise to a 2% increase in RevPAR to $48, largely weighed down by the decline in occupancies following the contraction in domestic business. The 9% drop in the domestic market was a result of the persistent liquidity constrains facing the economy. The Group managed to mitigate the impact of the difficult trading environment through the following initiatives; An increase in room capacity arising from partial completion of the refurbishment of Crowne Plaza Monomotapa, Holiday Inn Harare and The Victoria Falls Hotel Procurement efficiency, reducing cost of sales Continued staff training and development, which resulted in improved customer satisfaction index from 84% last year to 88%.
406,808 (15,089,414) 21,727,931 24,063 1,002,051 (719,933) 1,002,051 669,986 24,063 (364,677)
During the year the Directors approved a disposal of 12% in Dawn Properties Limited to reduce borrowings. The disposal of the 12% was effected on the Zimbabwe Stock Exchange on 2 October 2013 and proceeds were received shortly thereafter. The Disposal resulted in a markdown on the carrying amount of the investment in the books of the Group in the form of a fair value adjustment on the disposal portion and impairment on the remaining 16.54%. The fair value adjustment amounted to $3.21 million and the impairment amounted to $4.42 million, giving a total of $7.63 million charged to the Groups income statement.
The profit before tax from Ghana in 2012 includes a once off payment received of US$1,636,943 million following termination of the Holiday Inn Accra Ghana management contract. The loss before tax in Zimbabwe amounting to US$6 347 091 includes fair value loss and impairment of investment in associate of US$7 681 923. Included in the Zimbabwe segment assets is an investment in associate (Dawn Properties Limited) of US$6 067 253 (2012: US$17 588 834). There are no differences from the last annual financial statements in the basis of segmentation or in the basis of measurement of segment profit or loss.
OUTLOOK
The growth in foreign arrivals witnessed in 2013 is expected to continue into 2014. Recovery of the domestic patronage will be curtailed in 2014 if the current difficult trading conditions facing the economy continue. As we look to 2014, growth in profitability will be driven by: The anticipated improvement in Guest Satisfaction and consequently the yields at the hotels that have been refurbished Growth in rooms under management expected in 2014, with the addition to the portfolio of a leased hotel in Accra and a further two management agreements in Nigeria Recovery in the resort hotels backed by an increase in foreign arrivals Working with a strategic partner to revive the lodges and safari business Further debt reduction, which will be achieved through a disposal of the remaining shareholding (16.54%) in Dawn Properties Limited and a possible capital call on the shareholders to achieve 30% gearing, and Further cost containment initiatives to be implemented.
20,171 (1,187,990)
8.
TAXATION EXPENSE
Current Withholding tax Deferred income tax Charge for the year (116,112) (520,670) (636,782) (360,101) (316,727) (676,828)
FINANCIAL REVIEW
Revenue increased marginally by 3.4% to $56.28 million on the back of an 8% increase in foreign room nights, coupled with an improvement in food and beverage revenues. EBITDA for the year grew by 11% to $6.97 million (12% margin) up from $6.29 million (12% margin) achieved last year following a 3% improvement in Cost of sales and the growth in revenue. Financing costs increased by 8% from last year to close at $3.07 million due to an increase in short-term loans. Finance costs are expected to reduce going forward, following the repayment of borrowings amounting to $4.1 million post year-end, with resultant savings of at least $740,000 in interest costs expected in the coming year. The loss after tax of $6.58 million down from a profit of $1 million last year was as a result of exceptional charges amounting to $7.63 million. These are outlined below: $3.21 million fair value loss on the 12% investment in Dawn Properties Limited held for sale as at the reporting date, $4.42 million impairment on the remaining 16.54% investment in Dawn Properties Limited. Net debt increased by 17% from last year, closing at $18.09 million, due to additional borrowings obtained for hotel refurbishments and the new hotel project in Ghana. Gearing increased to 53% from the 40% reported in September 2012. This was primarily attributable to the reduction in equity arising from the impairment, fair value adjustment and the increase in debt mentioned above.
9.
2.
AUDIT OPINION
The auditors have expressed an unqualified opinion on these financial statements, and it is available for inspection at the Company Secretar ys office.
As was communicated to shareholders in the Circular dated 4 November 2013, there was a material change to the Companys shareholding structure during the course of the year with Lengrah Investments (Private) Limited trading as BMC Hotels and Real Estate, now holding 45% of the Companys issued share capital. A mandatory offer to the minority shareholders is currently going through the approval processes with the regulatory authorities, and shareholders will be advised accordingly. An independent financial advisor will be appointed to issue a fair and reasonableness opinion on the mandatory offer. The new shareholder has availed funding for debt reduction and will unlock opportunities for further growth. The new shareholder is a mutual shareholder of Dawn Properties and African Sun, giving strategic coherence between the two entities which will result in further value being created for all stakeholders.
During the year the company granted 32 926 655 share options to Executive Directors and key management. For the share options, a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the companys shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. Weighted average number of ordinary shares in issue Adjusted for; Share options Weighted average number of ordinary shares for diluted earnings Diluted (loss) / earnigs per share for the year: cents Diluted headline earnings per share for the year: cents 823,940,874 23,519,039 847,459,913 (0.78) 0.11 823,940,874 823,940,874 0.12 0.12
DIRECTORATE
There have been no changes to the Directorate since the last Annual General Meeting of the Company was held.
DIVIDEND DECLARATION
In view of the need to reduce borrowings and to conserve cash, the Board has resolved not to declare a final dividend for the year ended 30 September 2013.
APPRECIATION
We would like to commend management, staff and fellow directors for their continued hard work and commitment throughout the year. B L Nkomo S A Munyeza Chairman Group Chief Executive 12 December 2013
The adjustment relates to incorrect computation of profit from associate. Where previously the Group would eliminate a portion of the rentals paid to Dawn Properties Limited (Dawn), proportionately to its shareholding from the associates profit, it has been corrected and no such deduction will be done going forward. The method was a departure from what is prescribed in IAS 28,Investment in Associates which states that, share of results of an associate is the proportionate share of the investees profit or loss to the investors shareholding in the investee. The error has been corrected retrospectively from 2009, as it is practical to do so, and comparative figures have been restated accordingly. The effect of the correction of error on the results from 2010 to 2012 is as follows: All figures in US$ Increase in profit from associate Increase in profit Assets Increase in investment in associate Equity and liabilities Increase in equity Year Ended Cummulative to 30 Sept 2012 30 Sept 2011 539,754 539,754 539,754 539,754 876,417 876,417 876,417 876,417
32,355,155 220,651 6,067,253 2,162,403 40,805,462 1,643,661 8,990,216 4,232,123 14,866,000 4,354,381 19,220,381 60,025,843 8,239,409 24,056,421 6,086,531 20,171 (1,187,990) 249,706 (21,383,671) 16,080,577 1,758,132 8,093,067 4,667,179 14,518,378 14,085,052 1,113,929 14,227,906 29,426,887 29,426,887 43,945,266 60,025,843
Asset additions under normal replacements relate to standard hotel asset replacements/additions and are financed from free cash flows. Asset additions under refurbishment relate mainly to the refurbishment of Crowne Plaza Monomotapa, Holiday Inn Harare, Holiday Inn Bulawayo, Elephant Hills Hotel and The Victoria Falls Hotel. Financing of the refurbishment program was through a long-term loan payable over 5 years. Disposal of assets relates to sale of old items of furniture, fittings and equipment withdrawn from the hotels under the on-going refurbishment. Increase in non-current receivables 486,095 -
Amendment to IAS 12, Deferred tax recovery of underlying assets The IASB has amended IAS 12, Income Taxes, to introduce an exception to the existing principle for the measurement of deferred tax assets or liabilities arising on investment property measured at fair value. IAS 12 requires an entity to measure the deferred tax relating to an asset depending on whether the entity expects to recover the carrying amount of the asset through use or sale. The IASB believes that entities holding investment properties that are measured at fair value sometimes find it difficult or subjective to estimate how much of the carrying amount will be recovered through rental income and how much will be recovered through sale. This amendment therefore introduces an exception to the existing principle for the measurement of deferred tax assets or liabilities arising on investment property measured at fair value. As a result of the amendments, SIC 21, Income Taxes recovery of revalued non-depreciable assets, will no longer apply to investment properties carried at fair value. The IASB has added the rebuttable presumption that the carrying amount of an investment property measured at fair value is entirely recovered through sale. The amendments also incorporated into IAS 12 the remaining guidance previously contained in SIC 21, which is withdrawn. As a result of this change in accounting policy, the Dawn comparative figures for 2012 and 2011 have been restated as follows; All figures in US$ Effect on consolidated statement of financial position Decrease in deferred tax liability Increase in retained earnings Effect on consolidated statement of comprehensive income Increase in profit for the year Total effect on African Sun Limited Effect on consolidated statement of financial position Increase in assets - investment in associate (at 16.54% shareholding) Increase in retained earnings Effect on consolidated statement of comprehensive income Increase in profit for the year (at 16.54% shareholding) Year Ended 31 Mar 2012 68,121 68,121 19,676 Year Ended 30 Sept 2012 14,522 14,522 Year Ended 31 Mar 2011 6,239,898 6,239,898 68,121 Year Ended 30 Sept 2011 1,043,346 1,032,079 11,267
The increase in non-current receivables of US$486 095 (2012: nil) in the statement of cashflows relates to vehicle and housing loans which were advanced to staff during the year. The loans are payable over 5 years. The fair value of the loans was determined using the discounted cash flows method based on the Groups average cost of borrowing of 13.83%.
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The restricted cash amount of US$552,668 has been deducted from cash and bank balances to determine cash and cash equivalents as the use of the cash is restrictive in nature and is not available within a 90 day period. The cash is held in an offshore account by Afreximbank as part of the security to the US$10 million refurbishment loan. The amount is 8% of the outstanding loan. Cash from this restricted account is available only to the extent that the balance is more than 8% of the loan outstanding.
The payables to Dawn arose in the normal course of business. The rentals are due one month after billing and bear no interest.
14 EXPENSES BY NATURE
Cost of sales -inventory in cost of sales -payroll in cost of slaes -outside laundry in cost of sales -other cost of sales Depreciation, usage and amortisation Operating lease costs Payroll cost in administration expenses Sales and marketing Security Repairs and maintenance Other expenses Total cost of sales, administrative expenses and other expenses There was no write down or write back of inventory. 6,253,646 6,365,818 669,958 1,903,660 2,225,845 6,529,657 9,221,502 3,718,578 1,283,700 2,258,522 11,595,902 52,026,788 6,356,095 6,735,645 709,110 2,036,202 2,327,706 6,969,334 9,237,207 2,905,597 1,048,712 2,240,224 10,801,560 51,367,392
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15. PROVISIONS
Though the standard useful life of leasehold improvements has been set at 15 years, for accounting purposes the life will be the shorter of 15 years or the life of the lease, after taking into account any automatic renewals. The remaining lease periods have been taken into account in revising the useful lives of the leasehold improvements for each hotel. The effects of the change in estimates on the Groups depreciation expense charged in administration expenses in the year and future periods is shown below; All figures in US$ Depreciation for the year based on old estimates Depreciation for the year based on new estimates Decrease in depreciation 2013 2 324 029 2 018 598 305 431
The provision balance is made up of the following: Balance at 30 Sept 2012 Leave pay Liquidated damages Legal costs 556,978 450,000 411,095 1,418,073 Current provision 192,484 192,484 Utilised / reversed provision (450,000) (46,628) (496,628) Balance at 30 Sept 2013 749,462 364,467 1,113,929
5. BORROWINGS
All figures in US$ Non-current: Foreign Local loans Current: Foreign loans Bank Overdrafts Local loans Total current Total borrowings 2013 4,207,553 3,885,514 8,093,067 4,148,987 2,068,288 8,010,631 14,227,906 22,320,973 2012 6,443,381 6,443,381 2,500,000 2,395,757 8,754,125 13,649,882 20,093,263
This amount is the Groups liability to pay employees for their annual leave days. Current provision is expensed in profit or loss under administrative expenses
The amounts represent legal costs for claims brought against the Group. The provisions were recognised in profit or loss within administrative expenses. The balance at 30 September 2013 is expected to be utilized in 2014, as the cases are on-going. In the Directors opinion, after taking appropriate legal advice, the outcome of the legal claims will not give rise to any loss beyond the legal costs provided at 30 September 2013.
(c) Liquidated damages The provision was reversed in the year following discussions between Intercontinental Hotels Group and management. The libility has been presented as a contingent under note 17 (ii). 16. CAPITAL COMMITMENTS
Authorised by Directors and contracted for Authorised by Directors, but not contracted for 630,042 4,872,268 5,502,310 1,504,563 6,532,363 8,036,926
Despite the persistent liquidity challenges in the market, the Group is well placed to grow revenue through on-going hotel refurbishments and new management and lease contracts in West Africa. The Group has recentlly disposed of part of its investment in associate on 2 October 2013 to settle borrowings amounting US$4.1 million. No loan terms and covenants were breached during the financial year.
Capital expenditure relates to acquisition of property and equipment. The greater part of capital expenditure will be financed from free cashflows following completion of the greater aspects of our refurbishment.
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7.
SEGMENT ANALYSIS
All figures in US$ Revenue Zimbabwe Nigeria Earnings before interest, tax, depreciation and amortisation Zimbabwe South Africa Botswana Ghana Nigeria Profit / (loss) before tax Zimbabwe South Africa Botswana Ghana Nigeria 2013 55,967,643 308,036 56,275,679 6,560,808 222,677 (236) (24,570) 215,765 6,974,444 (6,348,091) 219,299 (236) (24,570) 214,006 (5,939,592) 2012 54,139,869 286,882 54,426,751 6,284,111 (101,798) 65,474 40,943 6,288,730 116,715 (196,841) 31,856 1,689,651 37,498 1,678,879
In 2012 the Group discontinued the use of IHG brands on two hotels. However, the discontinuence was done giving short notice to IHG and this gave rise to liqudated damages amounting to US$598 791 being claimed by IHG. Part of the amount was included in 2012 provisions. However, following discussions with IHG, Directors are of the opinion that the matter will be resolved without paying the damages. The prior provision of US$450 000 was reversed during the year.
18. EVENTS AFTER REPORTING DATE (a) Disposal of the 12% shareholding in Dawn Properties Limited
The proceeds amounting to US$4 224 720 from the disposal of the 12% shareholding in Dawn Properties Limited were received during the month of October 2013. The proceeds were used to settle US$4 138 078 worth of borrowings and the difference was used to settle transaction costs.
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(b) Final drawdown on the Ecobank Ghana facility (c) Opening of a new hotel in Accra, Ghana
The Company through its subsidiary African Sun Ghana (Private) Limited made a final drawdown of US$701 013 on 7 October 2013 from the Ecobank Ghana loan facility. The Group opened its first leased hotel in Accra, Ghana effective 10 December 2013. The Hotel is operating under one of the Groups internally generated brands(Amber). The hotel is called Amber Accra Airport Hotel.
(d) Exiting of the Obudu Mountain Resort Management Contract (e) Change in shareholding structure
The Group has exited the Obudu Mountain Resort management contract following its expiry on on 13 November 2013. As at 3 December 2013, Lengrah Investments (Private) Limited (Lengrah) is now the single largest shareholder of African Sun Limited owning 45%. A mandatory offer to the minorities as required by the Zimbabwe Stock Exchange will be published once all regulatory approvals are obtained.
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Directors: B.L. Nkomo (Chairman), S.A. Munyeza (Group Chief Executive)*, D. W. Birch, E.A. Fundira, V.W. Lapham, A. Makamure, N. Mangwiro (Group Finance Director)*, N.G. Maphosa, N.R. Ramikosi. *Executive Directors | Group Company Secretary: E.T. Shangwa | Registered Office: 17th Floor, Office No. 1708, Crowne Plaza Monomotapa, 54 Park Lane, P.O. Box CY 1211 Causeway, Harare, Zimbabwe. | Transfer Secretaries: Corpserve (Private) Limited, 4th Floor, Intermarket Centre, Cnr Kwame Nkrumah Avenue/ First Street, P.O. Box 2208, Harare, Zimbabwe. | Auditors: Pricewaterhouse Coopers, Building No.4, Arundel Office Park, Norfolk Road, Mount Plveasant, P.O. Box 453, Harare, Zimbabwe.
ASL 1197