Group financial performance

Summarised consolidated statement of profit or loss

for the year ended 30 June

R million	% change		2020				2019*
CONTINUING OPERATIONS
Revenue	5		46 380				44 039
Net operating expenses			(42 282)				(39 423)
Profit from operations before depreciation and recoupments	(11)		4 098				4 616
Depreciation, amortisation, impairments and recoupments			(2 639)				(2 203)
Operating profit	(40)		1 459				2 413
Impairment of properties net of recoupments			(194)				(6)
Amortisation and impairment of intangible assets arising on business combinations			(393)				(400)
Foreign exchange gain (loss)			93				(47)
Other non-operating items			52				(1 111)
Profit before net finance costs			1 017				849
Net finance cost	26		(762)				(605)
Profit before share of results of associates and joint ventures			255				244
Share of results of associates and joint ventures			22				39
Profit before tax			277				283
Income tax expense			(159)				(386)
Profit (loss) for the year from continuing operations			118				(103)
DISCONTINUED OPERATIONS			(344)				3 683
Net (loss) from CPG			(305)				(1 923)
Net (loss) profit from the European shipping business			(39)				214
Net profit from Motus Holdings Limited (Motus)							5 392
Net (loss) profit for the year			(226)				3 580
Net profit (loss) attributable to:
Owners of Imperial			(303)				3 438
– Continuing operations			42				(232)
– Discontinued operations			(345)				3 670
Non-controlling interest			77				142
– Continuing operations			76				129
– Discontinued operations			1				13

* Restated for IFRS 16 – Leases and for the European shipping business discontinued operations.

Operating profit from continuing operations decreased by 40%, negatively impacted by Covid-19 across all businesses and markets in which we operate.

The R6 million decrease in profit before tax to R277 million is mainly attributed to:

• The decrease in operating profit;
• Impairment to both owned and leased properties classified as right-of-use assets; and an
• An increase in finance costs mainly due to the once-off gain that arose on the redemption of the preference shares of R63 million in the prior year that resulted in a reduction to finance cost in that period; offset partially by
• A decrease in the amortisation of intangibles arising on business combinations as certain intangible assets were fully amortised in the prior year; and
• R67 million foreign exchange losses on foreign exchange contracts (FEC) compared to a R47 million loss in the prior year, and a gain of R160 million due to reduction in capital in foreign subsidiaries.

Other non-operating items mainly comprised of gains on the re-measurement of the put option liability and contingent consideration liability offset partially by goodwill impairments which arose mainly due to higher discount rates used in valuations, and the net loss on the sale of businesses during the year.

Significant contributors to the higher effective tax rate were deferred tax assets that were not recognised for some loss-making entities.

The loss or profit from discontinued operations comprises CPG and the European shipping business in the current financial year and Motus, the European shipping and CPG in the prior financial year.

The decrease in non-controlling interests is mainly due to weaker performances across most businesses but mostly impacted by an increase in the share of losses in Pharmed, a decrease in the share of income from Surgipharm and non-controlling share of losses in MDS Logistics.

Pro forma earnings and headline earnings per share

for the year ended 30 June

Cents	% change		2020				2019~
BASIC EARNING PER SHARE
Earnings (loss) per share	(109)		(161)				1 773
Imperial Logistics	(84)		(161)				(1 008)
Continuing operations			22				(120)
Discontinued operations (CPG)	(84)		(162)				(992)
Discontinued operations (shipping)			(21)				104
Discontinued operations (Motus)							2 781
Headline earnings (loss) per share^	(84)		105				663
Imperial Logistics	(13)		105				121
Continuing operations	(65)		156				448
Discontinued operations (CPG)	(63)		(161)				(433)
Discontinued operations (shipping)			110				106
Discontinued operations (Motus)							542

~ Restated for IFRS 16 — Leases and for the European shipping business discontinued operations.
^ 2019 Headline earnings per share re-presented for the early adoption of Headline Earnings Circular 1/2019.

Financial position

at 30 June

R million	%  change		2020  Audited				2019  Audited~
Goodwill and intangible assets	5		7 084				6 719
Investment in associates and joint ventures	(62)		198				520
Property, plant and equipment	26		3 326				2 647
Transport fleet	(2)		5 186				5 309
Right-of-use assets	13		5 422				4 780
Investments and other financial assets	20		271				225
Net working capital*	(61)		544				1 389
Net assets of disposal group and discontinued operations	839		2 781				296
Retirement benefit obligation	(17)		(1 109)				(1 343)
Net debt excluding lease obligations*	47		(8 391)				(5 697)
Lease obligations	2		(6 080)				(5 969)
Other financial liabilities	32		(1 415)				(1 075)
Net income tax (liabilities) assets*	27		455				359
Total shareholders’ equity			8 272				8 160
Total assets	18		42 526				36 060
Total liabilities	23		(34 254)				(27 900)
Net debt:equity % (excluding lease obligations)			101,4				69,8
Net debt:equity % (including lease obligations)			174,9				143,0

~ Restated for IFRS 16 – Leases and IFRIC 23 – Uncertainty over Tax Treatments.
* Refer to glossary of terms.

The significant variances on the financial position at 30 June 2020 when compared to 30 June 2019 are explained as follows:

• The increase in goodwill and intangible assets is mainly due to the new acquisitions and currency movements which were somewhat offset by the reclassification of goodwill to net assets of disposal groups.
• Investments in associates and joint ventures decreased mainly due to the consolidation of MDS Logistics post acquiring a majority share during the year.
• Property, plant and equipment increased mainly due to currency movements and the new businesses acquired.
• The increase in right-of-use assets is mainly attributed to currency movements.
• Net assets of disposal groups increased due to the reclassification of assets and liabilities relating to the European shipping business and the Pharmed Group to disposal groups at year-end.
• Retirement benefit obligations decreased by the reclassification of the retirement benefit obligations in the European shipping business to disposal groups at year-end.
• Investments and other financial assets increased mainly due to currency movements offset partially by the delivery of Motus shares to participants of the deferred bonus plan (DBP) scheme that was settled in September 2019.
• The increase in other liabilities is mainly due to an increase in contingent consideration relating to the acquisitions in the African Regions – partially offset by a decrease in the put option liability as a result of minority buyouts in Eco Health and Imres, as well as revaluation of the put option liability and contingent consideration during the year.
• Part of the decrease in net working capital is attributed to the reclassification of net working capital to net assets of disposal groups, net working capital improved from last year mainly due to excellent capital and cash flow management in F2020.
• The movement in net debt excluding lease liabilities is explained in the cash flow summary that follows.
• The decrease in the lease liability is mainly due to lease payments during the period offset partially by new leases that were capitalised during the period.

Movement in total equity for the 12 months to 30 June 2020

Total equity of R8 272 million decreased by R375 million from R8 647 million previously reported on 30 June 2019.

The following table details the changes in equity during the year:

Decrease in equity for the period to June 2020	Rm
IFRS 16 adjustment to opening equity at 1 July 2019	(487)
Comprehensive income	683
Net loss attributable to Imperial shareholders	(303)
Net profit attributable to non-controlling interests	77
Increase in the foreign currency translation reserve	1 004
Decrease in the hedge accounting reserve	(29)
Revaluation of retirement benefit obligation, net of tax	(66)
Movement in share-based reserve net of transfers to retained earnings	37
Ordinary dividend paid	(530)
Repurchase of Imperial Logistics shares	(225)
Non-controlling interest acquired, net of disposals and shares issued	329
Net decrease in non-controlling interests through buyout	(54)
Non-controlling share of dividends	(128)
Total decrease	(375)

Pro forma cash flow summary to June 2020 including CPG and European shipping in both periods excluding Motus in the comparative period

Cash flow summary to June 2020 including discontinued operations in both periods excluding Motus in the comparative period

R million	2020 Audited				2019     Unaudited*^
Cash flows from operating activities
Cash generated by operations before movements in net working capital	4 536				5 239
Movements in net working capital	559				(21)
Cash generated by operations before interest and taxes paid	5 095				5 218
Net interest paid	(918)				(894)
Tax paid	(367)				(580)
Cash generated by operations	3 810				3 744
Cash flows from investing activities
Net acquisition of subsidiaries and businesses	(276)				(25)
Expansion from capital expenditure	(747)				(471)
Net replacement capital expenditure	(735)				(623)
Net movement in other associates and joint ventures	45				286
Net movement in investments, loans and non-current financial instruments	(59)				(169)
Cash utilised in investing activities	(1 772)				(1 002)
Cash flows from financing activities
Hedge cost premium paid	(2)				(161)
Settlement of interest-rate swap instruments	(11)				(13)
Repurchase of ordinary shares	(225)				(262)
Dividends paid	(658)				(792)
Cash paid on change in non-controlling interests	(277)				(137)
Capital raised from non-controlling interests					200
Settlement of non-redeemable, non-participating preference shares					(378)
Payment of lease obligations	(2 032)				(1 684)
Cash utilised in financing activities	(3 205)				(3 227)
Movement in net debt	(1 167)				(485)
Free cash flow	1 043				1 437

*	For the cash flows including Motus in the prior year please refer to the consolidated statement of cash flows. The cash flows relating to Motus that have been excluded are operating cash outflow of R1 343 million, investing cash outflow of R231 million and financing cash outflow of R1 498 million.
^	Restated for IFRS 16 – Leases.

The balance sheet movement in net debt of R2 694 million includes currency movements of R1 327 million and other non-cash movements that are excluded from the cash flow movement of R1 167 million.

The following are the significant cash flow items:

Cash generated by operations before movements in net working capital of R4 536 million decreased by R703 million mainly due to lower operating profit which translated into the lower cash flow.

A decrease in net working capital from 30 June 2019 resulted in a cash inflow of R559 million. The decrease is mainly attributable to excellent capital and cash flow management in F2020. Net working capital at year end was below our guidance of between 4% and 5% of revenue. We expect this to normalise as revenue levels recover.

Net capital expenditure increased to R1 482 million from R1 094 million in F2019 primarily due to higher investment in fleet expansion as a result of the purchase of Lowveld Busses in South Africa, to support new contract gains, fleet replacement in South Africa and investment in specialised new fleet in International.

Interest of R918 million and tax of R367 million were paid during the year. Dividends amounted to R658 million during the year.

Other significant cash outflow items included lease obligation payments of R2 032 million, share buybacks of R225 million and changes to non-controlling interests of R277 million.

The cash flow benefitted from an inflow arising from movements in other associates and joint ventures mainly due to the sale of associates in the South African division during the period.

Free cash flow (post-maintenance capex and including discontinued operations) generation was strong despite a decrease to R1 043 million from R1 437 million in the prior year. Free cash outflow from discontinued operations of R261 million (2019: R507 million) is included. Free cash flow (post-maintenance capex and excluding discontinued operations) decreased to an inflow of R1 304 million from a cash inflow of R1 944 million in F2019. This resulted in a continuing free cash flow to continuing headline earnings ratio of 4,42 times.

Liquidity

The Group’s liquidity position remains strong with R13,2 billion of unutilised banking facilities (post the receipt of the European shipping proceeds). In total, 76% of the group’s debt is long-term in nature and 57% of the debt is at fixed rates.

Dividend

An interim cash dividend of 167 cents per ordinary share was declared in the first half and paid to shareholders in March 2020. Our targeted pay-out ratio is 45% of continuing HEPS, subject to prevailing circumstances. As the interim dividend was more than continuing HEPS for the full financial year to 30 June 2020 – and exceeding the targeted payout ratio – a final dividend was not declared. Therefore, the total cash dividend for F2020 is 167 cents per share (F2019: 244 cents per share).

ACQUISITIONS

• Geka Pharma (Namibia)
  Imperial concluded the acquisition of a 65% stake in Geka Pharma, a distributor of pharmaceutical, medical, surgical and allied products in Namibia for R78 million which includes a contingent consideration of R31 million. Geka Pharma has been supplying pharmaceuticals to the healthcare industry in Namibia for more than 45 years. As previously communicated, this transaction is in line with Imperial’s strategy to expand into healthcare in Namibia – leveraging its consumer footprint. The acquisition was effective 1 January 2020.
• MDS Logistics (Nigeria)
  Imperial’s acquisition of a further 8% equity stake in MDS Logistics, Nigeria’s leading provider of integrated supply chain solutions, was concluded in January 2020. This transaction included Imperial transferring some existing contracts to MDS Logistics, and paying a further USD2,4 million in cash. This takes our shareholding in the business from 49% to 57%. MDS Logistics provides logistics solutions through 48 distribution centres and 53 offsite inventory management centres covering over 30 states and a catchment area of over 400 cities and villages. Securing majority control in MDS Logistics will drive integration with Imperial’s operations in Nigeria – facilitating the implementation of our value-added logistics offering through an end-to-end solution including transport, warehousing, distribution and market access, and as such leveraging our capabilities in this market.
• Consumer business in West Africa
  Effective 1 January 2020, Imperial acquired a 51% interest in ACP holdings (based in Mauritius) for approximately USD20,3 million, which includes a contingent consideration of approximately USD9,5 million. The trading operations are based in Ghana and ACP is well established as an importer and distributor of FMCG. With eight branches across Ghana, the business represents over 30 global brands in various consumer food, beverages and personal care categories. This acquisition is in line with Imperial’s strategy to accelerate its growth in Africa, with a strategic focus on the consumer goods and healthcare sectors. Imperial will leverage synergies in the business’ expansive Ghanaian network and market access solutions to enhance its capabilities, primarily in healthcare and consumer, in the region. The business currently has direct coverage of over 22 000 retail and wholesale outlets in Ghana and is an integral part of Imperial’s strategy to increase its presence in the burgeoning West African consumer markets.
• Axis Group International
  Effective the end of December 2019, Imperial acquired a 60% shareholding in Axis Group International which specialises in sourcing and procurement in Asian markets, for a total purchase consideration of USD12 million, which includes a contingent consideration of USD7,3 million. This is a strategically aligned transaction as it will facilitate trade between Imperial’s present client base and companies based in China and other Asian markets through the group sourcing and purchasing of products in these markets – and providing market access to companies wanting to trade in these particular regions.
• Imperial Sasfin Logistics minority buyout
  Imperial acquired the remaining minority shares within the entity previously known as Imperial Sasfin Logistics. The change in ownership through this transaction was required to facilitate one of Imperial’s strategic objectives to be an international logistics provider managing clients’ international freight requirements on a door-to-door basis. The business has been renamed Imperial Clearing and Forwarding.
• Air/Ocean Freight business in Turkey
  Imperial entered into a partnership with Turkish freight forwarder M Ekspres (aka MEX) in June 2020, creating a new multi-modal freight management business housed within Imperial’s freight management capability – specialising in traffic to, from and transiting Turkey. The business is based in Istanbul and provides air and ocean import and export forwarding services to existing clients of both Imperial and MEX, as well as new customers. In addition, it plans to leverage the fast-growing range of global destinations served from Istanbul’s new airport, as a gateway for traffic to the African continent. This is aligned to Imperial’s strategy to serve as a ‘Gateway to Africa’ and facilitating trade flows into and out of the continent.

Acquisitions concluded post-year-end

• Market access healthcare manufacturing in South Africa
  Effective August 2020, Imperial acquired a 49% shareholding in Pharmafrique (Pty) Ltd (trading as Kiara Health) for approximately R76 million. Kiara Health is a pharmaceutical manufacturing and healthcare services company based in Johannesburg which serves as the local manufacturing partner for a global leader in generic and biosimilar medicines. This acquisition is in line with Imperial’s strategy to backward integrate into contract manufacturing as part of its market access service to multinationals on the continent. Access to this capability will create a pipeline of opportunities for our market access and logistics services in the healthcare industry in South Africa.

DISPOSALS (concluded post-year-end)

• European shipping operations
  Effective 31 July 2020, Imperial disposed of its interest in our European shipping business to the Cologne-based Häfen und Güterverkehr Köln AG (HGK). The aggregate purchase price of EUR171 million (approximately R3,4 billion) was settled by HGK in full and in cash on the date of implementation. The shipping business is non-core to Imperial’s strategic imperative – which is to grow our African footprint and reach, and position the group as the ‘Gateway to Africa’ in the medium to long term.
  
  The proceeds from this sale have been used to pay down existing debt in the short term and will be invested in new growth areas in line with our strategy in due course.
  
  The South American shipping business will continue to operate on a stand-alone basis and remains available for sale.
• Pharmed
  Imperial has entered into an agreement for the sale of our Pharmed business in South Africa to the Arrie Nel Pharmacy Group. Focused on independent healthcare professionals, Pharmed is our South African pharmaceutical wholesaler – providing prescription and homeopathic medicine, surgical, dental and veterinary products to independent pharmacies, corporate pharmacies, private hospitals and dispensing doctors.
  
  The South African wholesaler landscape has become increasingly competitive and it has become clear that a retail network and significant scale – and the associated investment – are essential if such a business is to survive and thrive. Pharmed, with its high-cost base and limited scale, has accordingly become increasingly uncompetitive and continues to underperform.
  
  Despite numerous management efforts and initiatives undertaken over the past months to return the business to profitability, it is evident that the business would be better placed to grow in the hands of an owner such as Arrie Nel – where the closer alignment of strategic focus and capital allocation capabilities will enable the required growth investments. We anticipate this deal to be concluded in the first quarter of the 2021 financial year, subject to competition commission approval.
  
  It is important to note that the disposal of Pharmed does not represent our exit from the healthcare industry in South Africa but merely the exit from non-core wholesale activities. The high-growth and resilient healthcare industry remains key to our ‘Gateway to Africa’ strategy and we remain committed to the many multinational principals and clients we serve across the African continent. We will continue to serve such principals and clients through our logistics business – and through the ongoing expansion of our healthcare market access business in South Africa.

DIRECTORATE AND EXECUTIVE MANAGEMENT CHANGES

As previously announced, Ms Bridget Radebe and Mr Dirk Reich were appointed as independent non-executive directors, effective 1 September 2019. Ms Thembisa Skweyiya resigned from the board on 31 December 2019.

In keeping with Imperial’s non-executive director succession planning, Mr Roderick Sparks retired as Lead independent director on 30 October 2019. He remains an independent member of the board and is chairman of the social, ethics and sustainability (SES) committee. Mr Graham Dempster was appointed to succeed Mr Sparks as the Lead independent director on the same date.

Ms Bridget Radebe was appointed to succeed Mr Dempster as chairman of the audit committee from 1 September 2020. Mr Dempster remains a member of the audit committee.

After 26 years of service to Imperial, Mr Nico van der Westhuizen – a member of the Imperial executive committee and CEO of Imperial Logistics South Africa – retired from the group at the end of June 2020. Mr Edwin Hewitt was appointed his successor on 1 March 2020.

In line with changes to our organisational structure, effective July 2020, Mr Johan Truter was appointed CEO: Market Access. As of the same date, Mr Edwin Hewitt was appointed CEO: Logistics Africa (encompassing road freight, contract logistics and LLP in Africa) and Mr Hakan Bicil was appointed CEO: Logistics International (encompassing road freight, contract logistics, air/ocean and LLP outside Africa).

PROSPECTS

This is a difficult and demanding time for us as the Covid-19 pandemic continues to spread. Many of our markets are facing increasing uncertainty and volatility, being in various levels of lockdown and restrictions. We therefore anticipate the impact of the Covid-19 pandemic to significantly impact our operations and performance in the short term. However, a signifi cant recovery was recorded across the business in July and August 2020.

At this stage, for F2021, subject to stable currencies, steady recovery in volumes and revenue on the back of easing Covid-19 restrictions, and a recovery in economies in which we operate from current levels, we expect Imperial’s continuing operations to deliver:

• Revenue growth compared to the prior year.
• Operating profit growth compared to the prior year.
• Growth in continuing HEPS compared to the prior year.
• Good free cash flow generation – free cash conversion expected to be between 70% and 75%.

The balance sheet of the business is strong and resilient, with sufficient headroom in terms of capacity and liquidity to facilitate our strategic growth aspirations.

The dividend will be reassessed at the interim results in February 2021 based on trading conditions in the next six months.

While we will continue to meet the demands and manage the implications of the pandemic in the short term, we will ensure that significant time and energy is given to delivering against our strategy – to build a resilient and sustainable business with a purpose, well into the future.

Finally, we thank our shareholders and funders for their ongoing support and patience as we continue to navigate the current crisis and execute our urgent strategic deliverables to unlock and deliver value for all our stakeholders.

Mohammed Akoojee	George de Beer
Group Chief Executive Officer	Group Chief Financial Officer

25 August 2020