Notes to the condensed consolidated financial statements
FOR THE SIX MONTHS ENDED 31 DECEMBER 2015
1. BASIS OF PREPARATION
The condensed 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 31 December 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 condensed consolidated financial statements do not include all the information required for full annual financial statements and should be read in conjunction with the consolidated annual financial statements as at and for the year ended 30 June 2015.
These condensed consolidated financial statements have been prepared under the supervision of R Mumford, CA (SA) and were approved by the board of directors on 22 February 2016.
2. ACCOUNTING POLICIES
The accounting policies adopted and methods of computation used in the preparation of the condensed consolidated financial statements are in accordance with IFRS and are consistent with those of the annual financial statements for the year ended 30 June 2015.
2.1 CHANGE IN ACCOUNTING POLICY
Vehicles held under buy-back arrangements
In the prior year the Group changed its accounting policy for vehicles held under buy-back arrangements. The change in the accounting policy resulted in a reallocation between line items on the statement of profit or loss, the statement of financial position and the statement of cashflows without affecting operating profit, total assets or cash generated by operations.
Floorplans
During the current reporting period the Group decided to reclassify its interest-bearing trade payables, payable to vehicle suppliers, from interest-bearing borrowings to trade and other payables. As the interest-bearing amounts are a short-term credit line received from our vehicles suppliers to acquire vehicles as inventory it is considered more appropriate to show them as trade payables. The impact of the above changes in policy on the 31 December 2014 and 30 June 2015 financial statements were as follows:
Statement of financial position | 31 December 2014 Rm |
30 June 2015 Rm |
||
Increase in vehicles for hire | 1 082 | |||
Decrease in inventory | (1 082) | |||
Total assets | ||||
Interest-bearing borrowings | (407) | (607) | ||
Trade, other payables and provisions | 407 | 607 | ||
Total liabilities | ||||
Statement of profit or loss | ||||
Continuing operations | ||||
Decrease in net operating expenses | 100 | |||
Increase in profit from operations before depreciation and recoupments | 100 | |||
Increase in depreciation, amortisation, impairments and recoupments | (100) | |||
Operating profit | ||||
Statement of cash flows | ||||
Cash flows from operating activities | ||||
Increase in cash generated by operations before movements in working capital | 100 | |||
Decrease in movements in net working capital | 336 | 59 | ||
Increase in cash generated by operations before capital expenditure on rental assets | 436 | 59 | ||
Increase in expansion capital expenditure – rental assets | (445) | |||
Increase in net replacement capital expenditure – rental assets | (95) | |||
– Increase in expenditure | (466) | |||
– Increase in proceeds | 371 | |||
(104) | 59 | |||
Cash flows from financing activities | ||||
Net increase in other interest-bearing borrowings | 307 | 344 | ||
307 | 344 | |||
Net increase in cash and cash equivalents | 203 | 403 | ||
Increase in cash and cash equivalents at beginning of period | 204 | 204 | ||
Increase in cash and cash equivalents at end of period | 407 | 607 |
2.2 RESTATEMENT OF THE SEGMENTAL INFORMATION
The segmental information has been restated to reflect the profit or loss for continuing operations only by excluding the Insurance segment, for the changes in accounting policies 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 – 31 December 2014 | 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 | 14 278 | 461 | 128 | 260 | 192 |
Restatement for vehicles for hire | 144 | ||||
As restated | 14 278 | 461 | 272 | 260 | 192 |
Vehicle Retail, Rental and After Market Parts | |||||
Previously stated | 18 726 | 791 | 335 | 145 | 650 |
Reallocation of UK head-office from Head Office | |||||
and Eliminations | 10 | 7 | 2 | 5 | |
As restated | 18 736 | 798 | 337 | 150 | 650 |
Motor-related Financial Services and Products | |||||
Previously stated | 658 | 258 | 51 | (1) | 269 |
Continued access to cell captive arrangements with Regent | 49 | 49 | |||
Associate classified as discontinued operations | (2) | ||||
As restated | 658 | 307 | 51 | (1) | 316 |
Segment financial position – 31 December 2014
|
Operating assets Rm |
Operating liabilities Rm |
Net working capital Rm |
Net debt Rm |
Net capital expenditure Rm |
Vehicle Import, Distribution and Dealerships | |||||
Previously stated | 14 338 | 4 130 | 5 829 | 5 484 | 273 |
Restated for vehicles for hire | (983) | 540 | |||
As restated | 14 338 | 4 130 | 4 846 | 5 484 | 813 |
Vehicle Retail, Rental and After Market Parts | |||||
Previously stated | 13 416 | 4 908 | 2 851 | 3 378 | 766 |
Restated for floorplans | 407 | (407) | (407) | ||
Reallocation of UK head-office from Head Office and | |||||
Eliminations | 285 | 11 | 9 | 319 | 26 |
As restated | 13 701 | 5 326 | 2 453 | 3 290 | 792 |
Segment financial position – 30 June 2015 | |||||
Vehicle Retail, Rental and After Market Parts | |||||
Previously stated | 13 702 | 5 263 | 2 707 | 3 089 | 844 |
Restated for floorplans | 607 | (607) | (607) | ||
As restated | 13 702 | 5 870 | 2 100 | 2 482 | 844 |
3. NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS IN ISSUE BUT NOT YET EFFECTIVE
IFRS 16 Leases introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of longer than 12 months. A lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. Depreciation is recognised on the right-of-use asset and interest on the lease liability. In terms of lessor accounting, IFRS 16 substantially carries forward the requirements in IAS 17 and accordingly a lessor continues to account for its leases as operating leases or finance leases. Issued in January 2016 this standard becomes effective for annual reporting periods beginning on or after 1 January 2019.
Other standards that will become applicable to the group in future reporting periods includes IFRS 9 Financial Instruments (effective 1 January 2018) and IFRS 15 Revenue from Contracts with Customers (effective 1 January 2018). The details of these standards was outlined in the 30 June 2015 annual financial statements.
The group is in the process of assessing the impact of these standards on its consolidated financial statements.
4. NEW HEADLINE EARNINGS CIRCULAR
Circular 2/2015 Headline Earnings which was issued by the South African Institute of Chartered Acccountants (SAICA) in October 2015 replaces Circular 2/2013 Headline Earnings. The revisions contained in the new circular relate primarily to IFRS 9 Financial Instruments and has had no impact on the way the Group computes headline earnings.
5. FOREIGN EXCHANGE RATES
31 December 2015 |
31 December 2014 |
30 June 2015 |
||
The following major rates of exchange was used in the translation of the Group’s foreign operations: | ||||
SA Rand : Euro | ||||
– closing | 16,79 | 14,06 | 13,55 | |
– average | 15,03 | 14,15 | 13,73 | |
SA Rand: US Dollar | ||||
– closing | 15,46 | 11,57 | 12,15 | |
– average | 13,62 | 10,98 | 11,44 |
6. OTHER NON-OPERATING ITEMS
Unaudited 31 December 2015 Rm |
Unaudited 31 December 2014 Rm |
Audited 30 June 2015 Rm |
||
Remeasurement of financial instruments not held-for-trading | 93 | 101 | (15) | |
Foreign exchange gains on foreign currency monetary items | 126 | 117 | 75 | |
Charge for remeasurement of put option liabilities | (32) | (21) | (49) | |
(Losses) gains on remeasurement of contingent consideration liabilities | (1) | 4 | 2 | |
Reclassification of gain (loss) on disposal of available-for-sale investment | 1 | (43) | ||
Capital items | 290 | (39) | (65) | |
Impairment of goodwill | (152) | (16) | (66) | |
(Impairment) profit on disposal of investments in associates and joint ventures | (2) | 2 | ||
Profit (loss) on disposal of subsidiaries and businesses | 447 | (11) | 15 | |
Business acquisition costs | (3) | (12) | (16) | |
383 | 62 | (80) |
7. NET FINANCE COSTS
Unaudited 31 December 2015 Rm |
Unaudited 31 December 2014 Rm |
Audited 30 June 2015 Rm |
||
Net interest paid | (696) | (580) | (1 180) | |
Fair value gain (loss) on interest-rate swap instruments | 45 | (18) | (14) | |
(651) | (598) | (1 194) |
8. GOODWILL AND INTANGIBLE ASSETS
Unaudited 31 December 2015 Rm |
Unaudited 31 December 2014 Rm |
Audited 30 June 2015 Rm |
||
Goodwill | ||||
Cost | 6 642 | 5 987 | 5 944 | |
Accumulated impairment | (1 078) | (875) | (926) | |
5 564 | 5 112 | 5 018 | ||
Carrying value at beginning of period | 5 018 | 4 737 | 4 737 | |
Net (disposal) acquisition of subsidiaries and businesses | (111) | 429 | 463 | |
Impairment charge | (152) | (16) | (67) | |
Reclassified to assets held for sale | (53) | (13) | ||
Currency adjustment | 862 | (38) | (102) | |
Carrying value at end of period | 5 564 | 5 112 | 5 018 | |
Intangible assets | 2 302 | 2 285 | 2 175 | |
Goodwill and intangible assets | 7 866 | 7 397 | 7 193 |
9. CASH AND CASH EQUIVALENTS
Unaudited 31 December 2015 Rm |
Restated 31 December 2014* Rm |
Restated 30 June 2015* Rm |
||
Cash resources | 2 740 | 2 620 | 2 271 | |
Cash resources included in assets of discontinued operations and disposal groups | 1 211 | 845 | ||
Short-term loans and overdrafts (included in interest-bearing borrowings) | (4 837) | (3 373) | (3 078) | |
(886) | (753) | 38 |
* Restated for the application of the change in accounting policy (see note 2.1). The original 30 June 2015 amounts were audited, the 31 December 2014 amounts and the restatements have not been audited |
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.
31 December 2015 | Carrying value Rm |
Fair value* Rm |
Listed corporate bonds (included in interest-bearing borrowings) | 5 342 | 5 237 |
Listed non-redeemable, non-participating preference shares | 441 | 331 |
* 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 HIERARCHY
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 of the discontinued operations refer to Continuing and discontinued operations.
31 December 2015
|
Total Rm |
Level 2 Rm |
Level 3 Rm |
|
Financial assets carried at fair value | ||||
Interest-rate swap instruments (included in Other financial assets) | 30 | 30 | ||
Foreign exchange contracts and other derivative instruments (included in Trade and other receivables) | 457 | 457 | ||
Financial liabilities carried at fair value | ||||
Put option liabilities (included in Other financial liabilities) | 1 816 | 1 816 | ||
Contingent consideration liabilities (included in Other financial liabilities) | 118 | 118 | ||
Swap instruments (included in Other financial liabilities) | 336 | 336 | ||
Foreign exchange contracts (included in Trade, other payables and provisions) | 190 | 190 |
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 period.
10.3 MOVEMENTS IN LEVEL 3 FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE
The following table 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 period | 1 640 | 31 | 1 671 | |
Derecognition directly in equity | (285) | (285) | ||
Arising on acquisition of subsidiaries and businesses | 91 | 91 | ||
Fair valued through profit or loss | 32 | 1 | 33 | |
Settlements | (22) | (22) | ||
Currency adjustments | 429 | 17 | 446 | |
Carrying value at end of period | 1 816 | 118 | 1 934 |
Level 3 sensitivity information
The fair values of the level 3 financial liabilities of R1 934 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 31 December 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 | 1 816 | 4 | (127) | |
Contingent consideration liabilities | Income approach | Assumed profits | 118 | (11) |
11. CONTINGENCIES AND COMMITMENTS
Unaudited 31 December 2015 Rm |
Unaudited 31 December 2014 Rm |
Audited 30 June 2015 Rm |
||
Capital commitments | 1 213 | 1 656 | 2 289 | |
Contingent liabilities | 457 | 306 | 405 |
12. DISPOSALS AND ACQUISITIONS DURING THE PERIOD
ACQUISITIONS
A number of businesses were acquired during the period. These businesses are individually and collectively immaterial in terms of size and value. The total assets acquired was R312 million and total liabilities R180 million. The purchase consideration of R318 million resulted in goodwill and other intangible assets of R217 million. From the dates of acquisition the businesses contributed revenue of R661 million and operating profit of R32 million. The initial accounting for the business combinations are incomplete and based on provisional figures.
DISPOSALS
The Group disposed of its 65% interest in Neska, a subsidiary of Imperial Logistics International BV. The pre-tax profit on disposal amounted to R447 million and is included in ‘Other non-operating items’.
13. EVENTS AFTER THE REPORTING PERIOD
DISPOSAL OF GOSCOR
The disposal of Goscor was completed on 5 February 2016.
DIVIDEND DECLARATION
Shareholders are advised that a preference and an ordinary dividend has been declared by the board of Imperial on 22 February 2016. For more details please refer to the dividend declaration.