Notes to the condensed consolidated financial statements

for the six months ended 31 December 2018

1. Basis of preparation

The condensed consolidated financial statements have been prepared in accordance with the framework concepts and 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 2018 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 2018.

These condensed consolidated financial statements have been prepared under the supervision of WS Buckton, CA(SA) and were approved by the board of directors on 26 February 2019.

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 2018, with the exception of the new and revised IFRS as noted in note 3.

3. IFRS standards that became effective during the period

IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers became effective to the group during the reporting period. The adoption of these standards had no material impact on the amounts previously reported hence no restatement of comparative information is required.

The group’s revised policy regarding financial instruments and revenue are summarised below:

IFRS 9 – Financial Instruments

The group’s financial assets that are held to collect contractual cash flows on specified dates are measured at amortised cost. These include trade and other longer-term loan receivables and cash resources.

Interest-bearing borrowings, trade and other payables and other longer-term payables are measured at amortised cost. The put option liabilities and contingent consideration liabilities, included in other financial liabilities on the statement of financial position, are fair valued through profit or loss.

Derivative financial instruments are fair valued through profit or loss unless hedge accounting is applied in which case they are fair valued through other comprehensive income.

Shares repurchased are measured at cost.

The above measurements are consistent to those applied in prior periods.

The group recognises a loss allowance for lifetime expected credit losses on financial assets in a way that reflects an unbiased probable weighted amount, the time value of money and supportable information about past events, current and future economic conditions.

IFRS 15 – Revenue from Contracts with Customers

The group recognises revenue from contracts with customers as it satisfies a performance obligation by delivering the promised goods or services to the customer. The amount of revenue recognised is the transaction price allocated to that performance obligation that at least compensates the group for the performance completed and to which it is entitled to. Performance obligations regarding the group’s revenue from supply chain management and value-add logistics are satisfied overtime whereas revenue from route-to-market are recognised at a point in time.

A significant portion of the group’s revenue is derived from contracts with customers in which the transfer of control coincides with the fulfilment of performance obligations.

Route-to-market includes the sale of fast moving consumer goods and pharmaceutical products. Supply chain management include supply chain management solution and synchronisation management whereas value-add logistics consists of transportation, distribution and warehousing management as well as value added logistics solutions.

The group’s revenue by service capability for the period can be summarised as follows: 2018
Rm
  2017
Rm
 
Route-to-market 5 534   4 772  
Supply chain management 3 060   3 628  
Value-add logistics 18 043   17 920  
  26 637   26 320  

4. Restatement of comparative information as result of error

Revenue for continuing operations for December 2017 has been restated. In 2017 inter-company revenue of R522 million was incorrectly included in external revenue and as a consequence was not eliminated from the consolidated revenue. This error originated from the International Logistics segment. The restatement had no impact on profits, cash flows or the financial position, it only affected revenue and net operating expenses as detailed below:

Statement of profit or loss – Rm 2017   
Revenue (decrease) (522)  
Net operating expenses (decrease) 522   
Profit from operations before depreciation and recoupments (no impact)    

5. Significant transactions during the period

On 22 November 2018 Imperial distributed its interest in Motus Holdings Limited to its ordinary shareholders by way of a distribution in specie such that each ordinary shareholder received one Motus share for every one ordinary share held in Imperial. The distribution resulted in the deconsolidation of Motus.

The fair value of the distribution of R17 058 million was determined with reference to the unadjusted listed price of Motus on 22 November 2018. As the distribution value exceeded the consolidated net asset value of Motus a post-tax fair value gain of R4 187 million was recognised in profit or loss. The fair value gain is net of the cost to distribute and together with the trading results of Motus is presented as a discontinued operation in the condensed consolidated statement of profit or loss.

6. New and revised international financial reporting standards in issue but not yet effective

IFRS 16 – Leases

In terms of lessee accounting IFRS 16 – Leases introduces a single model and requires a lessee to recognise assets and liabilities for all leases with a term 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.

The group’s latest assessment determined that the right-of-use asset and lease liability to be recognised on adoption of the standard will approximate R5 087 million and R5 533 million respectively. These amounts have been revised from the initial assessment at the end of June 2018 primarily as a result of certain leases being cancelled.

The provisional impact on the 30 June 2018 financial statements before taking tax and non-controlling interest into consideration is summarised below. A completeness and accuracy review of the impact of IFRS 16 is ongoing.

Profit or loss – Rm Imperial  Logistics 
South 
Africa 
Logistics 
African 
Regions
Logistics 
Inter- 
national 
 
Operating lease expense  1 038  342  71  625    
Depreciation  (867) (275) (48) (544)   
Operating profit  171  67  23  81    
Interest expense  (307) (158) (37) (112)   
Profit before tax  (136) (91) (14) (31)   
Financial position – Rm                
Right-of-use assets  5 087  1 765  299  3 023    
Total assets  5 087  1 765  299  3 023    
Total equity  (446) (239) (32) (175)   
Lease obligations  5 533  2 004  331  3 198    
Total equity and liabilities  5 087  1 765  299  3 023    

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.

7. Foreign exchange rates

  December
2018
  December
2017
June
2018
 
The following major rates of exchange were used in the translation of the groups foreign operations:          
SA Rand:Euro          
– Closing 16,46   14,77 16,01  
– Average 16,33   15,79 15,34  
SA Rand:US Dollar          
– Closing 14,39   12,31 13,71  
– Average 14,17   13,43 12,86  
SA Rand:Pound Sterling          
– Closing 18,42   16,64 18,10  
– Average 18,35   17,69 17,31  

8. Other non-operating items

  December 
2018 
Rm 
  December 
2017 
Rm 
June 
2018 
Rm 
 
Remeasurement of financial instruments not held-for-trading     73   
Remeasurement of put option liabilities     (25) 42   
Gain on remeasurement of contingent consideration liabilities     31  31   
Capital items (8)   (123) (186)  
Impairment of goodwill (65)   (22) (26)  
Profit/(loss) on disposal of subsidiaries, businesses and associates 64    (93) (149)  
Business acquisition costs (7)   (8) (11)  
  (8)   (117) (113)  

9. Net finance cost

  December 
2018 
Rm 
  December 
2017 
Rm 
June 
2018 
Rm 
 
Net interest paid (222)   (354) (644)  
Fair value losses on interest rate swap instruments (1)   (1) (5)  
  (223)   (355) (649)  

10. Goodwill and intangible assets

  December 
2018 
Rm 
  December 
2017 
Rm 
June 
2018 
Rm 
 
Goodwil          
Cost 7 489    7 597  7 298   
Accumulated impairment (1 142)   (1 007) (1 077)  
  6 347    6 590  6 221   
Carrying value at beginning of period 6 221    6 694  6 694   
Net acquisition and disposal of businesses   723  213   
Impairment charge (65)   (22) (92)  
Currency adjustments 188    (198) 359   
Reclassified to assets of disposal groups     (607)    
Reclassified to assets held for distribution to owners of Imperial (Motus)       (953)  
Carrying value at end of period 6 347    6 590  6 221   
Intangible assets 2 207    2 582  2 354   
Goodwill and intangible assets 8 554    9 172  8 575   

11. Cash resources

  December
2018
Rm
  December
2017
Rm
June
2018
Rm
 
Cash resources – as disclosed on the statement of financial position 1912   2 758 2 818  
Cash resources – included in assets of disposal groups     66    
Cash resources – included in assets held for distribution to owners of Imperial       1 483  
  1912   2 824 4 301  

12. Discontinued cash flow

  December 
2018 
Rm 
  December 
2017 
Rm 
June 
2018 
Rm 
 
The cash flows of the discontinued operations for the four-month period ended 31 October 2018 were as follows after elimination of intergroup cash flows:          
Cash flows from operating activities (1 286)   1 627  4 312   
Cash flows from investing activities (164)   (1 101) (61)  
Cash flows from financing activities (63)   (575) (3 623)  

13. Fair value of financial instruments

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.

Fair value of financial assets and financial liabilities carried at amortised cost

The fair values of the group’s financial assets and financial liabilities approximate their carrying values.

The following table presents the valuation categories used in determining the fair values of financial instruments carried at fair value.

Rm Level 1 Level 2 Level 3  
Financial assets        
Investments 23      
Interest rate swap instruments and foreign exchange contracts   5    
Financial liabilities        
Put option liabilities     1 026  
Contingent consideration liabilities     43  
Cross-currency and interest rate swap instruments   17    
Foreign exchange contracts   12    

Transfers between fair value 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.

Movement in level 3 financial instruments measured at fair value

The following table shows a reconciliation of the opening and closing carrying values of level 3 financial instruments carried at fair value.

Rm Put option 
liabilities 
Contingent 
liabilities 
Total   
Carrying value at beginning of the period 1 015  14   1 029   
Arising on buy-out of non-controlling interest   36   36   
Settlements (35) (7) (42)  
Currency adjustments 46    46   
Carrying value at end of period 1 026  43  1 069   

Level 3 sensitivity information

The fair values of the level 3 financial instruments were estimated by applying an income approach valuation method including a present value discount technique. The fair value measurements are 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, expected future cash flows and the discount rates applied. The assumed profitabilities were based on historical performances but adjusted for expected growth.

Rm Carrying
value
Increase
in carrying
value
Decrease 
in carrying 
value 
 
Financial instruments | Key assumptions        
Put option liabilities | Earnings growth 1 026 19 (19)  
Contingent consideration liabilities | Assumed profits 43   (4)  

14. Contingencies and commitments

Rm December 
2018 
December
2017
June
2018
 
Contingencies and commitments        
Capital commitments 80 807 216  
Contingent liabilities 421 510 415  

15. Business combinations during the period

There were no material acquisition of businesses during the reporting period or before the financial statements were authorised for issue.

16. Events after the reporting period

Except for the dividend declaration of this report there were no material events after the reporting period.


Unaudited interim results
for the six months ended 31 December 2018

Back to top