DIRECTORS' REPORT
PRINCIPAL ACTIVITIES OF THE COMPANY
Retail
Italtile Limited (“Italtile” or “the Company” or “the Group”), headquartered in Bryanston, Johannesburg, is a leading manufacturer, retailer and franchisor of tiles, bathroomware and related products in South Africa.
Franchising
The Group operates as a franchisor, featuring a streamlined parent operation focused on growing market share and fostering entrepreneurial opportunities through its franchise and jointventure programmes.
The Group is represented via its high-profile branded retail outlets, Italtile Retail, CTM and TopT, which cater to homeowners across the income spectrum, holding appeal for market segments ranging from the premium upper-end to entry-level consumers. These stores are situated on high-visibility sites and/or close to underserviced markets, and their comprehensive offerings position them as one-stop solution destinations. The Group also has an online presence, with webstores operating for all retail brands and across multiple territories. Ranges include ceramic and porcelain wall and floor tiles, sanitaryware, bathroom furniture, brassware, fittings, accessories, laminate and vinyl flooring, shower enclosures, paint, home-finishing products, lighting, décor and tools.
As at 30 June 2023, the store network comprised 216 stores, including seven webstores (2022: 211 stores including six webstores), situated in Southern and East Africa. Direct webstore sales continue to represent a minor component within overall retail sales.
Property investment
Underpinning the retail network is an extensive property portfolio. The Group derives important strategic advantage by supporting its brands with high-profile prime sites that enhance Italtile’s positioning as a destination retailer. The Group’s manufacturing operations comprise well-maintained state-of-the-art factories which are supplied with high-quality raw materials sourced from productive quarries.
Supply chain
The Group’s vertically integrated supply chain includes International Tap Distributors (“ITD”), an importer and distributor of brassware and accessories, and Cedar Point, an importer and distributor of sanitaryware, laminated and vinyl boards, shower enclosures, bathroom furniture and décor. The Group holds a controlling interest in both of these businesses. ITD and Cedar Point service the Italtile Retail, CTM and TopT retail network.
The Group’s Distribution Centre, which has facilities in KwaZulu-Natal and the Western Cape, sources imported products and provides warehousing and distribution facilities to CTM, Italtile Retail and TopT. It is also responsible for arranging import services, logistics and foreign exchange for the Group’s retail brands as well as ITD and Cedar Point.
Manufacturing
Ceramic Industries (Pty) Ltd (“Ceramic”)
The Group holds an effective 98,06% stake in Ceramic, its largest supplier of tiles, sanitaryware and baths. Ceramic delivers tactical advantages by supporting the Group’s growth programme through supply of local high-quality, affordable products.
Ezee Tile Adhesive Manufacturers (Pty) Ltd (“Ezee Tile”)
The Group holds an effective 98,06% stake in this business, a national manufacturer of grout, paint, adhesive and related products.
STATEMENTS OF RESPONSIBILITY
The responsibilities of the Group’s directors are detailed in the Directors' responsibility statement report.
AUDIT AND RISK COMMITTEE
The Audit and Risk Committee report which discusses the responsibilities of this Committee and how these were discharged during the year appears in the Audit and Risk Committee report.
FINANCIAL REVIEW
The challenging trading conditions reported in the first half of the year worsened in the second half as living costs and interest rates continued to rise, putting further pressure on homeowners experiencing high levels of unemployment and real wage decreases.
Difficult trading conditions and internal inefficiencies impacted negatively on the Group’s performance, with disappointing results in the South African businesses, although our East African and Australian operations reported better results. While our resilient business model and high-performance culture stood us in good stead, we regret that opportunities for growth were missed, specifically in the manufacturing operations.
System-wide turnover
System-wide turnover across the Group increased by 1% to R11,5 billion (2022: R11,3 billion). Like-for-like retail store turnover (excluding sales of stores opened and closed during the period) decreased by 0,3% and manufacturing sales for the year under review increased by 3,7% compared to the previous corresponding period.
Trading profit
Reported trading profit decreased by 15% to R2,3 billion (2022: R2,7 billion). Like-for-like operating cost growth increased by 8,4%, with stock control costs, property costs and manpower costs being well-managed.
Earnings per share
The Group’s basic earnings per share decreased by 13% to 132,6 cents (2022: 152,0 cents), while HEPS decreased by 13% to 132,3 cents (2022: 152,1 cents).
Property, plant and equipment
During the year under review, capital expenditure of R671 million was incurred including R74 million on the new Ezee Tile factory, R48 million on the Betta Robotic warehouse, R37 million on the Vitro Poppi Kiln replacement, with the balance of the spend being on retail property enhancement and factory upgrades.
Cash and cash equivalents
At 30 June 2023, the cash balance was R1 049 million (2022: R431 million). Material cash outflows for the period include:
- capital expenditure of R671 million (2022: R1 024 million);
- tax payments of R633 million (2022: R755 million);
- repurchase of shares held by Four Arrows Investments 256 Proprietary Limited to the value of R77 million. Shareholders are referred to the detailed announcement published on the Stock Exchange News Services (“SENS”) on 15 December 2022; and
- total dividend payments of R785 million (2022: R1 404 million).
The Group’s net asset value per share at 30 June 2023 increased to 641,8 cents (2022: 575,0 cents).
PROSPECTS
The challenging socio-political and economic conditions are likely to persist.
Opportunities for growth lie in our focus areas for the forthcoming year. These include: growing sales and market share through leading products and service, improving execution of operational excellence and efficiency, and developing our teams and depth of leadership. We will pursue our purpose-driven approach to responsible citizenship and sustainability.
Despite our confidence that operational improvements can be made in the business, we are mindful that the economic environment will determine consumer demand in the market.
Notwithstanding this challenge, we will continue to focus on the growth levers within our control and influence. The Group has a 54-year track record of trading through turbulent periods and we believe our market leading brands, our factories’ latest technology and high-performance culture provide opportunities to improve our performance. While market conditions remain uncertain in South Africa, the long-term dynamics of the housing market remain favourable, and the Board has confidence in the Group’s proven business model and experienced teams.
STATED CAPITAL
The authorised share capital remains unchanged at 3 300 000 000 shares of no par value. Issued share capital remains unchanged at 1 321 654 148 shares of no par value (2022: 1 321 654 148).
ORDINARY CASH DIVIDEND ANNOUNCEMENT
The Board declared a final gross cash dividend (number 114) for the year ended 30 June 2023 of 21,0 cents per ordinary share to all shareholders recorded in the share register of Italtile as at the record date of Friday, 15 September 2023. The dividend cover remains at two-and-a-half times.
This final dividend, together with the interim gross ordinary cash dividend of 32,0 cents per share, produces a total gross ordinary cash dividend declared for the year ended 30 June 2023 of 53,0 cents per share (2022: 61,0 cents).
DIRECTORATE
The details of the directors of the Company are set out in Our board of directors report.
Changes in directorate
As announced on SENS on 13 February 2023, with effect from 30 June 2023 the Group’s founder, Mr Giovanni Ravazzotti, retired from his position as non-executive Chairman of the Board and assumed the role of non-executive director. He remains active in the business in his new position. Ms L R Langenhoven, who had served as non-executive Deputy Chairman since 2018, succeeded Mr Ravazzotti as nonexecutive Chairman of the Board. This transition is part of the Group's long-standing succession programme. Ms L R Langenhoven has over 30 years of experience with the Group.
DIRECTORS’ SHAREHOLDING AND OTHER INTERESTS
Except for the long-term incentive schemes detailed below, the Company was not party to any arrangement during the year or at year-end, which would enable the directors or officers, or their families, to acquire benefits by means of acquisition of shares in the Company.
Other than disclosed in note 36, none of the directors or officers of the Company had any interest in any contracts which significantly affected the affairs or business of the Company or its subsidiaries during the year.
It is Company policy that all directors (and employees who have access to price-sensitive information) may not deal directly or indirectly in the shares of the Company from the end of a reporting period until publication of the interim results or annual profit announcement.
The directors’ beneficial and non-beneficial interest in the stated share capital of the Company at the reporting date is set out in note 36.
DIRECTORS’ PARTICIPATION IN SHARE INCENTIVE SCHEMES
Directors’ holdings under the Share Appreciation Rights Scheme, Executive Retention Plan and Italtile Retention Scheme as at 30 June 2023 are set out in note 36.
DIRECTORS’ EMOLUMENTS
All emoluments paid to directors are short term in nature, other than gains on long-term share incentive plans, and contributions to medical aid and provident fund.
The remuneration of both executive and non-executive directors is determined by the Remuneration Committee. Other benefits include once-off benefits paid and the fringe benefit value of company cars for executive directors, and fees for services rendered by non-executive directors or as otherwise noted. Refer to note 36 for detailed disclosure relating to directors’ remuneration.
SUBSIDIARY COMPANIES
Details of the Company’s interest in its subsidiaries are set out in note 38.
The Company’s interest in the profits or losses after taxation and the non-controlling shareholders’ interest of its subsidiaries (direct and indirect) is:
| 2023 Rm |
2022 Rm |
||
|---|---|---|---|
| Profits | 1 605 | 1 850 |
CORPORATE GOVERNANCE
The Corporate Governance Report is set out in the Corporate Governance report.
SHAREHOLDERS
An analysis of the shareholdings of the Company appears in the Analysis of Shareholders.
EMPLOYEES
As at 30 June 2023, the Group permanently employed 2 477 employees (2022: 2 652).
SPECIAL RESOLUTIONS
At the AGM of shareholders held on Friday, 11 November 2022, three special resolutions were approved by the requisite majority of votes, namely: authorising the Company to purchase its own shares; authorising the Company to provide financial assistance to related and inter-related entities; and approving the Company’s non-executive directors’ fees.
Full details of the special resolutions passed will be made available to shareholders on request.
SHARE SCHEMES
Details related to share schemes operated by the Group are disclosed in note 6. The schemes include:
- Italtile Staff Share Scheme, which replaces the previous staff share scheme, for all employees of the Group and its franchisees who meet certain qualifying criteria;
- Share Appreciation Rights Scheme (“SARS”) in accordance with which selected directors and employees of the Group will receive a conditional right to receive a share award as determined by the rules of the plan and scheme;
- The Italtile Retention Scheme is an additional mechanism, over and above the SARS, to retain and reward selected employees and directors of the Group; and
- Ceramic Industries Share Retention Scheme is a mechanism to retain and reward selected high-performing Ceramic Industries executives and senior management.
BORROWING POWERS
In terms of the MOI, the Company has unlimited borrowing powers.
AUDITOR
At the AGM of 11 November 2022, shareholders approved the reappointment of PricewaterhouseCoopers Inc. as auditor for the 2023 financial year, with Mr T J Howatt being the individual registered auditor undertaking the audit.
COMPANY SECRETARY
The Company Secretary is Ms E J Willis, whose business and postal address is:
| Registered office: | The Italtile Building Corner William Nicol Drive and Peter Place Bryanston 2021 |
| Postal address: | PO Box 1689 Randburg 2125 |
| Telephone number: | +27 (11) 510 9000 |
| Fax number: | +27 (11) 510 9060 |
