Notes to the summarised consolidated financial statements
1. BASIS OF PREPARATION
The summarised consolidated financial statements have been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) and its Interpretations adopted by the International Accounting Standards Board (IASB) in issue and effective for the Group at 30 June 2015 and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and financial reporting pronouncements as issued by the Financial Reporting Standards Council. The results are presented in accordance with IAS 34 – Interim Financial Reporting and comply with the Listings Requirements of the Johannesburg Stock Exchange Limited and the Companies Act of South Africa, 2008. These summarised consolidated financial statements are an extract from the full annual financial statements.
These summarised consolidated financial statements have been prepared under the supervision of R Mumford, CA (SA) and were approved by the board of directors on 24 August 2015.
2. ACCOUNTING POLICIES
The accounting policies adopted and methods of computation used in the preparation of the summarised consolidated financial statements are in accordance with IFRS and are consistent with those of the annual financial statements for the year ended 30 June 2014 except for the change in policy as detailed below.
2.1 CHANGE IN ACCOUNTING POLICY
Vehicles held under buy-back arrangements
The vehicle importer businesses, included under Vehicle Import, Distribution and Dealerships, sell vehicles that are subject to buy-back arrangements. These vehicles are accounted for as an operating lease over the period of the buy back arrangement lasting about one year. In prior years, they have been accounted for as Inventory (IAS 2).
As these vehicles are not immediately available for sale and subject to operating leases, it is considered more appropriate to account for them as items of Property, plant and equipment (IAS 16). The vehicles are included in Vehicles for hire on the statement of financial position.
This change in accounting policy resulted in a reallocation between line items on the statement of profit or loss, the statement of financial position and on the statement of cash flows without affecting operating profit and total assets. The impact of the restatement on the comparative amounts were as follows:
Statement of financial position | 2014 Rm |
2013 Rm |
||
Increase in vehicles for hire | 642 | 464 | ||
Decrease in inventories | (642) | (464) | ||
Total assets | ||||
Statement of profit or loss | ||||
Continuing operations | ||||
Decrease in net operating expenses | 106 | |||
Increase in depreciation, amortisation, impairments and recoupments | (106) | |||
Operating profit | ||||
Statement of cash flows | ||||
Increase in cash generated by operations before movements in working capital | 106 | |||
Decrease in movements in net working capital | 178 | |||
Increase in cash generated by operations before capital expenditure on rental assets | 284 | |||
Increase in expansion capital expenditure – rental assets | (194) | |||
Increase in net replacement capital expenditure – rental assets | (90) | |||
– Increase in expenditure | (584) | |||
– Increase in proceeds | 494 | |||
Cash generated by operations |
2.2 RESTATEMENT OF THE SEGMENTAL INFORMATION
The 2014 segmental information has been restated to reflect the profit or loss for continuing operations only by excluding the Insurance segment, for the change in accounting policy as described in note 2.1 and for the reallocation of the UK head office out of Head-Office and Eliminations to the Vehicles Retail, Rental and After Market Parts segment.
The impact of the restatements were as follows:
Segment profit or loss | Revenue Rm |
Operating profit Rm |
Depreciation, amortisation, impairments and recoupments Rm |
Net finance costs Rm |
Pre-tax profits Rm |
|
Vehicle Import, Distribution and Dealerships | ||||||
Previously stated | 27 100 | 1 518 | 239 | 360 | 1 165 | |
Change in accounting policy (refer note 2.1) | 162 | |||||
As restated | 27 100 | 1 518 | 401 | 360 | 1 165 | |
Vehicle Retail, Rental and After Market Parts | ||||||
Previously stated | 33 997 | 1 559 | 561 | 272 | 1 363 | |
Reallocation of UK head-office from Head Office and Eliminations | 17 | 10 | 5 | 7 | 8 | |
As restated | 34 014 | 1 569 | 566 | 279 | 1 371 | |
Motor-related Financial Services and Products | ||||||
Previously stated | 1 166 | 477 | 63 | 513 | ||
Continued access to cell captive arrangements with Regent | 110 | 110 | ||||
Associate classified as discontinued operations | (7) | |||||
As restated | 1 166 | 587 | 63 | 616 |
Segment financial position | Operating assets Rm |
Operating liabilities Rm |
Net debt Rm |
Net capital expenditure Rm |
|
Vehicle Import, Distribution and Dealerships | |||||
Previously stated | 14 351 | 4 172 | 5 465 | 714 | |
Change in accounting policy (refer note 2.1) | 284 | ||||
As restated | 14 351 | 4 172 | 5 465 | 998 | |
Vehicle Retail, Rental and After Market Parts | |||||
Previously stated | 11 509 | 4 287 | 2 242 | 614 | |
Reallocation of UK head-office from Head Office and Eliminations | 313 | 11 | 178 | 19 | |
As restated | 11 822 | 4 298 | 2 420 | 633 |
2.3 NEW AND AMENDED ACCOUNTING STANDARDS THAT BECAME EFFECTIVE DURING THE YEAR
The Group applied the following amended statements during the year. None of the amendments has had a material impact on the consolidated financial statements of the Group.
IAS 16 – Property plant and equipment (amended)
IAS 39 – Financial Instruments – Recognition and Measurements (amended)
IAS 19 – Employee Benefits (amended)
IFRS 2 – Share Based Payments (amended)
3. NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS IN ISSUE BUT NOT YET EFFECTIVE
The following standards will become applicable to the Group in future reporting periods:
IFRS 9 Financial Instruments (amended) – This standard will introduce new requirements for the classification and measurement of financial assets and financial liabilities and for derecognition. It also introduces a new impairment model which follows a three-stage approach based on changes in expected credit losses of a financial instrument. This standard becomes effective 1 January 2018.
IFRS 15 Revenue From Contracts With Customers establish the principles that an entity shall apply to report useful information to users of its financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a contract with a customer. This standard was issued in May 2014 and replaces IAS 11 Construction contracts, IAS 18 Revenue, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfers of Assets from Customers and SIC-31 Revenue – Barter Transactions Involving Advertising Services. The standard becomes effective 1 January 2018.
The Group is in the process of assessing the impact of these standards on its consolidated financial statements.
4. PRESENTATION OF STATEMENT OF PROFIT OR LOSS
To improve the content and format of the statement of profit or loss, certain items that are not operational in nature have been shown in total with the details given in the note 6.
5. FOREIGN EXCHANGE RATES
2015 |
2014 | |||
The following major rates of exchange were used in the translation of the Group’s foreign operations: | ||||
SA Rand : Euro | ||||
– closing | 13,55 | 14,51 | ||
– average | 13,73 | 14,07 | ||
SA Rand : US Dollar | ||||
– closing | 12,15 | 10,62 | ||
– average | 11,44 | 10,38 |
6. OTHER NON-OPERATING ITEMS
2015 Rm |
2014 Rm |
|||
Remeasurement of financial instruments not held-for-trading | (15) | (28) | ||
Foreign exchange gains (losses) on foreign currency monetary items | 75 | (31) | ||
Charge for remeasurement of put option liabilities | (49) | (16) | ||
Gains on remeasurement of contingent consideration liabilities | 2 | 18 | ||
Reclassification of (loss) gain on disposal of available-for-sale investment | (43) | 1 | ||
Capital items | (65) | 13 | ||
Impairment of goodwill | (66) | (38) | ||
Profit (loss) on disposal of investments in associates and joint ventures | 2 | (8) | ||
Profit on disposal of subsidiaries and businesses | 15 | 81 | ||
Business acquisition costs | (16) | (22) | ||
Other items | (134) | |||
Net cost of meeting obligations under onerous contract | (64) | |||
Charge for amending the conversion profile of the deferred ordinary shares | (70) | |||
(80) | (149) |
7. NET FINANCE COSTS
2015 Rm |
2014 Rm |
|||
Net interest paid | (1 180) | (926) | ||
Fair value loss on interest-rate swap instruments | (14) | |||
(1 194) | (926) |
8. GOODWILL AND INTANGIBLE ASSETS
2015 Rm |
2014 Rm |
|||
Goodwill | ||||
Cost | 5 944 | 5 596 | ||
Accumulated impairments | (926) | (859) | ||
5 018 | 4 737 | |||
Net carrying value at beginning of year | 4 737 | 3 926 | ||
Net acquisition of subsidiaries and businesses | 463 | 579 | ||
Impairment charge | (67) | (38) | ||
Reclassifications to assets classified as held for sale | (13) | |||
Currency adjustments | (102) | 270 | ||
Net carrying value at end of year | 5 018 | 4 737 | ||
Intangible assets | 2 175 | 2 029 | ||
Goodwill and intangible assets | 7 193 | 6 766 |
9. CASH AND CASH EQUIVALENTS
2015 Rm |
2014 Rm |
|||
Cash resources | 2 271 | 3 103 | ||
Cash resources included in assets classified as held for sale | 845 | |||
Short-term loans and overdrafts (Included in interest-bearing borrowings) | (3 685) | (2 205) | ||
(569) | 898 |
10. FAIR VALUE OF FINANCIAL INSTRUMENTS
10.1 FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES CARRIED AT AMORTISED COST
The following table sets out instances where the carrying amount of financial liabilities, as recognised on the statement of financial position, differ from their fair values.
30 June 2015 | Carrying value Rm |
Fair value* Rm |
||
Listed corporate bonds (included in interest-bearing borrowings) | 5 841 | 5 808 | ||
Listed non-redeemable, non-participating preference shares | 441 | 345 |
* Level 1 financial instrument. |
The fair values of the remainder of the Group’s financial assets and financial liabilities approximate their carrying values.
10.2 FAIR VALUE HIERACHY
The Group’s financial instruments carried at fair value are classified in three categories defined as follows:
Level 1 financial instruments are those that are valued using unadjusted quoted prices in active markets for identical financial instruments.
Level 2 financial instruments are those valued using techniques based primarily on observable market data. Instruments in this category are valued using quoted prices for similar instruments or identical instruments in markets which are not considered to be active; or valuation techniques where all the inputs that have a significant effect on the valuation are directly or indirectly based on observable market data.
Level 3 financial instruments are those valued using techniques that incorporate information other than observable market data. Instruments in this category have been valued using a valuation technique where at least one input, which could have a significant effect on the instrument’s valuation, is not based on observable market data.
The following table presents the valuation categories used in determining the fair values of financial instruments carried at fair value. For assets and liabilities classified as held for sale refer to page 15.
30 June 2015 | Total Rm |
Level 2 Rm |
Level 3 Rm |
|||
Financial assets carried at fair value | ||||||
Cross currency swap instrument (Included in Other financial assets) | 36 | 36 | ||||
Foreign exchange contracts (Included in Trade and other receivables) | 85 | 85 | ||||
Financial liabilities carried at fair value | ||||||
Put option liabilities (Included in Other financial liabilities) | 1 640 | 1 640 | ||||
Contingent consideration liabilities (Included in Other financial liabilities) | 31 | 31 | ||||
Swap instruments (Included in Other financial liabilities) | 233 | 233 | ||||
Foreign exchange contracts (Included in Trade and other payables) | 70 | 70 |
Transfers between hierarchy levels
The Group recognises transfers between levels of the fair value hierarchy as at the end of the reporting period during which the change has occurred. There were no transfers between the fair value hierarchies during the year.
10.3 MOVEMENTS IN LEVEL 3 FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE
The following tables shows a reconciliation of the opening and closing balances of level 3 financial liabilities carried at fair value.
Financial liabilities | Put option liabilities Rm |
Contingent consideration liabilities Rm |
Total Rm |
||
Carrying value at beginning of year | 990 | 82 | 1 072 | ||
Initial recognition in equity for new acquisitions | 473 | 473 | |||
Arising on acquisition of businesses | 17 | 17 | |||
Fair valued through profit or loss | 49 | (2) | 47 | ||
Settlements | (64) | (64) | |||
Currency adjustments | 128 | (2) | 126 | ||
Carrying value at the end of the year | 1 640 | 31 | 1 671 |
Level 3 sensitivity information
The fair values of the level 3 financial liabilities of R1 671 million were estimated by applying an income approach valuation method including a present value discount technique. The fair value measurement is based on significant inputs that are not observable in the market. Key assumptions used in the valuations includes the assumed probability of achieving profit targets and the discount rates applied. The assumed profitabilities were based on historical performances but adjusted for expected growth.
The following table shows how the fair value of the level 3 financial liabilities as at 30 June 2015 would change if the significant assumptions were to be replaced by a reasonable possible alternative.
Financial instruments | Valuation technique |
Key assumption | Carrying value Rm |
Increase in liabilities Rm |
Decrease in liabilities Rm |
|
Put option liabilities | Income approach | Earnings growth | 1 640 | 21 | (114) | |
Contingent consideration liabilities | Income approach | Assumed profits | 31 | (2) |
11. CONTINGENCIES AND COMMITMENTS
2015 Rm |
2014 Rm |
|||
Capital commitments | 2 289 | 2 285 | ||
Contingent liabilities | 405 | 317 |
12. DISPOSALS AND ACQUISITIONS DURING THE YEAR
There were no material disposals during the year. For acquisitions during the year refer to business combinations on page 30.
13. EVENTS AFTER THE REPORTING PERIOD
Dividend declaration
Shareholders are advised that a preference and an ordinary dividend has been declared by the board of Imperial on 24 August 2015. For more details please refer to the dividend declaration on page 13. |