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.