Cartrack Holdings Limited (Registration number 2005/036316/06

Transcription

Cartrack Holdings Limited
(Registration number 2005/036316/06)
Reviewed Interim Condensed Consolidated Financial Statements
for the 6 months ended 31 August 2015
Grant Thornton
Chartered Accountants (S.A.)
Registered Auditors
These reviewed interim condensed consolidated financial statements have been independently reviewed in compliance with
the applicable requirements of the Companies Act, 71 of 2008.
Issued 16 November 2015
Reviewed Interim Condensed Consolidated Financial Statements for the 6 months ended 31 August 2015
General Information
Country of incorporation and domicile
South Africa
Nature of business and principal activities
A holding company with the principle activities of the design and
development of telematics equipment and software and the prov1sion
of fleet management and mobile asset solutions and vehicle recovery
services
Directors
I.J. Calista (Executive)
J.R. Edmeston (Executive)
D.J. Brown (Non - Executive)
A .T. lkalafeng (Non- Executive)
K. White (Non- Executive)
Registered office
Cartrack Corner
Corner Jan Smuts & 7th Avenue
Rosebank, Johannesburg
South Africa
2196
Business address
Cartrack Corner
Corner Jan Smuts & 7th Avenue
Rosebank, Johannesburg
South Africa
2196
Postal address
P.O. Box 4709
Rivonia
2128
Holding company
Onecell Holdings (Pty) Ltd
incorporated in South Africa
Bankers
First National Bank - a division of FirstRand Bank Limited
Standard Bank Limited, Nedbank Limited, Mercantile Bank Limited
Reviewer
Grant Thornton
Chartered Accountants (S.A.)
Registered Auditors
A South African member firm of Grant Thornton International
Secretary
A. De Villiers
Company reg istration number
2005/036316/06
Index
The reports and statements set out below comprise the reviewed interim condensed consolidated financia l statements
presented to the shareholders:
Index
Page
Directors' Responsibilities and Approval
3
Independent Reviewer's Report
4
Reviewed Consolidated Interim Statement of Financial Position
5
Reviewed Consolidated Interim Statement of Profit or loss and Other Comprehensive Income
6
Reviewed Consolidated Interim Statement of Changes in Equity
7
Reviewed Consolidated Interim Statement of Cash Flows
8
Accounting Policies
9
Notes to the Reviewed Interim Condensed Consolidated Financial Statements
10-25
Level of assurance
These reviewed interim condensed consolidated financial statements have been independently reviewed in compliance with
the applicable requirements of the Companies Act, 71 of 2008.
Preparer
F. Hassim CA (SA)
Group Reporting Accountant
Published
16 November 2015
2
Directors' Responsibilities and Approval
The directors are required in terms of the Companies Act, 71 of 2008 to maintain adequate accounti ng records and are
responsible for the content and integrity of the reviewed interim condensed consolidated financial statements and related
financial information included in this report. It is their responsibility to ensure that the reviewed interim condensed consolidated
financial statements fairly present the slate of affairs of the group as at the end of the financial 6 months and the results of its
operations and cash flows for the 6 months then ended , in conformity with lAS 34 Interim Financial Reporting .
The reviewed interim condensed consolidated financial statements are prepared in accordance with lAS 34 Interim Financial
Reporting and are based upon appropriate accounting policies consistently applied and supported by reasonable and prudent
judgements and estimates.
The directors acknowledge that they are ultimately responsible for the system of internal financial control established by the
group and place considerable importance on maintaining a strong control environment. To enable the directors to meet these
responsibilities, the board sets standards for internal control aimed at reducing the risk of error or loss in a cost effective
manner. The standards include the proper delegation of responsibilities within a clearly defined framework, effective accounting
procedures and adequate segreg ation of duties to ensure an acceptable level of risk. These controls are monitored throughout
the group and all employees are required to maintain the highest ethical standards in ensuring the group's business is
cond ucted in a manner that in all reasonable circumstances is above reproach. The focus of risk management in the group is
on identifying, assessing, managing and monitoring all known forms of risk across the group. While operating risk cannot be
fully eliminated, the group endeavours to minimise it by ensuring that appropriate infrastructure, controls, systems and ethical
behaviour are applied and managed within predetermined procedures and constraints.
The directors are of the opinion, based on the information and explanations given by management, that the system of internal
control provides reasonable assurance that the financial records may be relied on for the preparation of the reviewed interim
condensed consolidated financial statements. However, any system of internal financial control can provide only reasonable,
and not absolute, assurance against material misstatement or loss.
The directors have reviewed the group's cash flow forecast for the 6 months to 28 February 2016 and , in light of this review and
the current financial position, they are satisfied that the group has or had access to adequate resources to continue in
operational existence for the foreseeable future.
The independent reviewer is responsible for independently reviewing and reporting on the group's reviewed interim condensed
consolidated financial statements. The reviewed interim condensed consolidated financial statements have been examined by
..-the group's independent reviewer and their report is presented on page 4.
The reviewed interim condensed consolidated financial statements set o
going concern basis, were approved by the board on 16 November 201
I.J . Calisto (Executive}
on pages 5 to 25, which have been prepared on the
were signed on their behalf by:
J.R. Edmeston (Executive}
Roseb ank
16 November 2015
3
Grant Thornton
Independent Reviewer's Report
To the shareholders of
Report on the interim condensed consolidated fi nancial statements for the period ended 31
August 2015
We have reviewed the interim condensed consolidated financial statements of Cartrack Holdings Limited
set out on pages 5 to 25, which comprise the statement of financial position as at 31 August 2015, and the
statement of comprehensive income, statement of changes in equity and statement of cash flows for the
period then ended, and the notes, comprising a summary of significant accounting policies and other
explanatory information.
Directors ' responsibility for the condensed consolidated fi nancial statements
The company's directors are responsible for the preparation of these condensed consolidated financial
statements in accordance with the basis of accounting described in note 1 and the requirements of the
Companies Act of South Africa, and for such internal control as the directors detennine is necessary to
enable the preparation of the condensed consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
Scope of Review
We conducted our review in accordance with International Standard on Review Engagements 2410,
Review of Interim Financial information Performed by the Independent Auditor. A Review of Interim
financial information consists primarily of making inquiries of management and others within the entity
involved in financial and accounting matters, applying analytical and other review procedures.
The procedures performed in a review engagement are substantially less that those performed in an audit
conducted in accordance with International Standards on Auditing. Accordingly, we do not express an
audit opinion on these interim condensed financial statements.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the interim
condensed financial statements of Cartrack Holdings Limited are not prepared in all material respects in
accordance with the basis described in note 1 to the interim condensed financial statements and the
requirements of the Companies Act of South Africa.
GRANT THORNTON JOHANNESBURG PARTNERSHIP
Chartered Accountants (SA)
Registered Auditors
MZ Sadek
Partner
Chartered Accountant (SA)
Registered Auditor
16 November 2015
@Grant Thornton
Wanderers Office Park
52 Corlett Drive
lllovo, 2196
4
Audit · Tu · Advloory
Reviewed Consolidated Interim Statement of Financial Position as at 31
August 2015
Figures in Rand thousand
Note(s)
Reviewed
31 August
2015
Audited
28 February
2015
Restated
31 August
2014
Assets
Non-Current Assets
Property, plant and equipment
Goodwill
Deferred tax
3
4
Current Assets
Inventories
Loans to related parties
Trade and other receivables
Current tax receivable
Cash and cash equivalents
8
176,869
146,085
11 ,728
150,530
144,269
8,910
126,844
142,162
6,330
334,682
303,709
275,336
91 ,932
5,346
79,843
4,847
67,044
62,532
5,263
68,177
449
110,047
52,106
2,810
49,077
1,110
57,279
249,012
246,468
162,382
583,694
550,177
437,718
Equity Attributable to Equity Holders of Parent
Share capital
Reserves
Retained income
42,488
37,451
319,152
42,488
32,317
300,415
42,488
22,481
200,421
Non-controlling interest
399,091
31 ,255
375,220
24,082
265,390
32,367
430,346
399,302
297,757
6,392
908
5,618
236
4 ,043
55
7,300
5,854
4,098
106,543
1'113
5,988
31,853
101 ,133
1,235
6,218
36,321
551
114
80,669
1,587
5,667
38,254
9,619
67
Total Assets
Equity and Liabilities
Equity
Liabilities
Non-Current Liabilities
Finance lease obligation
Deferred tax
Current Liabilities
Trade and other payables
Loans from related parties
Finance lease obligation
Current tax payable
Dividend payable
Bank overdraft
8
146,048
145,021
135,863
Total Liabilities
153,348
150,875
139,961
Total Equity and Liabilities
583,694
550,177
437,718
5
Reviewed Consolidated Interim Statement of Profit or loss and Other
Comprehensive Income
Note(s)
Revenue
Cost of sales
5
Gross profit
Other income
Operating expenses
Operating profit
Foreign exchange gains
Investment revenue
Finance costs
Profit before taxation
Taxation
6
Profit for the period
Reviewed
6 months
ended
31 August
2015
Audited
12 months
ended
28 February
2015
Restated
6 months
ended
31 August
2014
469,728
(83,888)
843,701
(185,536)
397 ,647
(72,492)
385,840
5,942
(230,211)
658,165
6,852
(366,539)
325,155
3,737
(184,205)
161,571
2,328
4,638
(3,963)
298,478
433
4,533
(924)
144,687
10
681
(516)
164,574
(46,757)
302,520
(88,442)
144,862
(40,714)
117,817
214,078
104,148
Other comprehensive income:
Items that may be reclassified to profit or loss:
Exchange differences on translating foreign operations
3,913
(7,292)
3,637
Other comprehensive income for the period net of taxation
3,913
(7,292)
3,637
Total comprehensive income for the period
121 ,730
206,786
107,785
Profit attributable to:
Owners of the parent
108,737
9,080
195,244
18,834
96,935
7,213
117,817
214,078
104,148
113,871
7,859
190,490
16,296
97,998
9,787
121 ,730
206,786
107,785
0.36
0.37
0.65
0.65
0.32
0.32
Total comprehensive income attri butable to:
Owners of the parent
Earnings per share
Per share information
Basic earnings per share (c)
Headline earnings per share (c)
9
10
6
Reviewed Interim Condensed Consolidated Financial Statements for the 6 months ended 3 1 August 2015
Reviewed Consolidated Interim Statement of Changes in Equity
Share capital Share premium
Total share
capita l
Foreign
currency
translation
reserve
Non-controlling
Total
attributable to
interest
equity holders
of the group I
company
Retained
income
Opening balance as previously reported
Change in accounting policy
Balance at 01 September 2014
-
-
42,488
42,488
22,481
-
155,523
44,898
220,492
44,898
32,367
-
-
252,859
44,898
42,488
42,488
22,481
200,421
265,390
32,367
297,757
-
-
11,450
(4, 748)
111 ,444
(1 0 ,929)
100,515
-
-
99,994
(6,181)
-
-
(6,181 )
99,994
93, 813
6,702
-
16,017
16,017
-
-
(1 6,017)
1,837
-
-
(510,000)
510,000
16,017
-
-
-
-
Foreign currency translation movements within equity
Acquisition of subsidiaries with NCI portion
Share Issue*
Buyback and cancellation of shares
Issue of new shares
Dividends
-
-
42,488
(510,000)
510,000
(42,488)
(510,000)
510,000
-
-
Total contributions by and d istributions to owners of
company recognised directly i n equity
42,488
(42,488)
Balance at 01 March 2015
42,488
-
42,488
Profit 1 March 2015 to 31 August 2015
Other comprehensive income 1 March 2015 to 31 August
2015
-
-
-
5,134
-
-
-
5,134
-
-
-
-
-
42,488
Profit 1 September 2014 to 28 February 2015
Other comprehensive income 1 September 2014 to 28
February 2015
Dividends
-
Total contributio ns by and distributio ns to owners of
co mpany recognised directly in equity
-
Balance at 31 August 2015
42,488
Total equity
-
-
-
-
• R300 not displaying due to rounding.
7
99,994
(6, 181)
-
1,837
(510,000)
510,000
(807)
-
(807)
-
16,017
(1 4,987)
32,317
300,415
375,220
24,082
399,302
-
108,737
-
108,737
5,134
9,080
(1 ,221)
117,817
3,913
108,737
113,871
7,859
121,730
(90,000)
(90,000)
(686)
(90,686)
(90,000)
(90,000)
(686)
(90,686)
319,1 52
399,091
37,451
31,255
1,030
430,346
Reviewed Consolidated Interim Statement of Cash Flows
Note(s)
Reviewed
6 months
ended
31 August
2015
Audited
12 months
ended
28 February
2015
Restated
6 months
ended
31 August
2014
Cash flows f rom operating activities
7
Cash generated from operations
Interest income
Finance costs
Tax paid
Net cash from operating activities
171,929
4,638
(3,288)
(57,949)
343,832
4,533
(360)
(81 ,491 )
163,165
681
(267)
(31 ,595)
115,330
266,514
131,984
Cash flows from investing activities
Purchase of property, plant and equipment
Sale of property, plant and equipment
Acquisition of subsidiaries. net of cash acquired
(71 ,162)
507
(15)
(119,698)
4,651
(53,428)
(59,356)
1,843
(39,119)
Net cash from investing activities
(70,670)
(168,475)
(96,632)
(122)
(83)
1,217
(90,686)
498
29,778
3,576
(58,832)
(5,000)
(510,000)
510,000
856
32,223
1,888
(48,405)
(5,000)
Net cash from financing activities
(89,674)
(29,980)
(18,438)
Total cash movement for the period
Cash at the beginning of the period
Effect of exchange rate movement on cash balances
(45,014)
109,933
1,574
68,059
41 ,656
218
16,914
41 ,656
(1,358)
66,493
109,933
57,212
Cash flows from financing activities
Proceeds on share issue ..
Increase/ (decrease) in loans from related parties
(Increase)/ decrease in loans to related parties
Finance lease (payments)/ receipts
Dividends paid
Acquisitions resu lting in increase in control of subsidiaries
Buyback of company's own shares*
Proceeds of share issue*
Total cash at end of the period
*This is additional disclosure not disclosed at year end, however the impact is nil .The amounts relate to the proceeds from the
private placement used to settle the purchase price, in terms of the buyback agreement.
**R300 not displaying due to rounding .
8
Accounting Policies
1.
Presentation of reviewed interim condensed consolidated financial statements
The interim consolidated financial statements are prepared in accordance w ith the requirements of the JSE Limited Listings
Requirements for interim reports, and the requirements of the Companies Act applicable to interim financial statements. The
Listings Requirements requi re interim reports to be prepared in accordance with the framework concepts and the measurement
and recognition requirements of International Financial Reporting Standards (I FRS) and the SAICA Financial Reporting Guides
as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting
Standards Council and to also, as a minimum, contain the information required by lAS 34 Interim Financial Reporting. The
accounting policies applied in the preparation of the consolidated financial statements from which the condensed financial
statements were derived are in terms of International Financial Reporting Standards and are consistent with those accounting
policies applied in the preparation of the previous consolidated annual financial statements, apart from the improvements made
to the accounting standards and interpretations.
This is the first interim report being prepared and the effect of the change in accounting policy,made in the year ended 28
February 2015, is reflected in note 2 for the comparative period ended 31 August 2014.
9
Notes to the Reviewed Interim Condensed Consolidated Financial
Statements
2.
Changes in accounting policy
The reviewed interim condensed consolidated financial statements have been prepared in accordance with lAS 34 Interim
Financial Reporting on a basis consistent with the annual financial statements for the year ended 28 February 2015.
For the year ended 28 February 2015, the group changed its accounting policy with respect to the treatment of capital rental
units. The capital rental units meet the definition of property, plant and equipment in terms of lAS 16, and thus have been
reclassified to property, plant and equipment as capital rental units. These were previously accounted for as a prepayment
asset. Acquisition costs which are directly related to vehicle tracking contracts are now being capitalised to the capital rental
units and depreciated over the period of the contracts. The typical duration of a rental contract is 36 months. These costs were
previously expensed when incurred. This policy was adopted as management believes the policy will more closely match
acquisition costs to revenue generation.
The aggregate effect of the changes in accounting policy on the interim condensed consolidated financial statements for the 6
months ended August 2014 was as follows:
Restated
3 1 August
2014
R'OOO
Consolidated Statement of Financial Position
Previously stated
Adjustment
36,780
90,064
126,844
Net Deferred tax (liability)/asset
Previously stated
Adjustment
(3,616)
9,891
6,275
Retained earnings
Previously stated
Adj ustment
(155,523)
(44,898)
(200,421 )
Net Income tax asset (liability)
Previously stated
Adjustment
(14,876)
(22,268)
(37,144)
Trade and other receivables*
Prepayment previously stated
Adj ustment
43,642
(32,789)
Subtotal
Reclassification (Note 14)
Trade debtors previously stated
10,853
(9,507)
47,731
49,077
10
2.
Restated
31 August
2014
Changes in accounting policy (continued)
Profit or Loss
Cost of sales*
Previously stated
Adjustment
73,778
(5,251)
Subtotal
68,527
3,965
72,492
Operating expenses*
Previously stated
Adjustment
199,880
(11 ,710)
Subtotal
188,170
(3,965)
184,205
Tax
Previously stated
Adjustment
35,964
4,750
40,71 4
Earnings per share (cents)
Previously stated
Adjustment
0.28
0.04
0.32
• To be read in conjunction with Note 14.
11
3.
Reviewed
31 August 2015
Cost
Aud ited
28 February 2015
Accumulated Carrying val ue
depreciation
Cost
Restated
31 August 201 4
Accumulated Carrying value
depreciation
Cost
Accumulated Carrying value
d epreciati on
Buildings
Plant and equipment
Furniture and fixtures
Motor vehicles
Office equipment
IT equipment
Computer software
Leasehold improvements
Capital rental units
Security equipment
4,878
1,988
7,959
44,323
3,291
15,197
1,023
4,642
235,121
464
(458)
(1,131)
(3,405)
(23,845)
(2,772)
(10,649)
(566)
(4,637)
(94,214)
(340)
4,420
857
4,554
20,478
519
4,548
457
5
140,907
124
4,961
1,391
5,059
40,866
3,294
14,220
814
722
174,570
459
(212)
(1.004)
(1,751)
(20,988)
(1 ,907)
(9,206)
(406)
(666)
(59,403)
(283)
4,749
387
3,308
19,878
1,387
5,014
408
56
115,167
176
4,624
3,991
4,831
37 ,484
7,626
12,775
755
722
132,191
306
(128)
(3,877)
(1,936)
(19,134)
(5,248)
(8,945)
(304)
(605)
(38,037)
(247)
4,496
114
2,895
18,350
2,378
3,830
451
117
94,154
59
Tot al
318,886
(142,017)
176,869
246,356
(95,826)
150,530
205,305
(78,461 )
126,844
12
Reconciliation of property, plant and equipment- 31 August 2015
Opening
balance
Buildings
Plant and equipment
Motor vehicles
Office equipment
IT equipment
Computer software
Security equipment
Additions
Additions
through
business
combinations
-
-
4,749
388
3,307
19,879
1,387
5,014
409
57
115,164
176
64,848
11
-
150,530
71 ,162
268
13
382
446
3,760
129
1,456
130
75
153
Disposals
Translation
adjustments
-
-
-
(225)
10
30
(16)
-
-
(241)
(283)
65
1,094
(53)
(846)
(276)
6
Depreciation
Total
-
(46)
(53)
(446)
(2,883)
(151)
(1,640)
(118)
(52)
(40,936)
(63)
4,420
857
4,554
20,478
519
4,548
457
5
140,907
124
1,538
(46,388)
176,869
1,831
Reconciliation of property, plant and equipment- 28 February 2015
Opening
balance
Buildings
Plant and equipment
Motor vehicles
Office equipment
IT equipment
Computer software
Security equipment
Other fixed assets
5,044
156
2,125
15,996
2,114
2,406
291
181
73,181
69
2,926
104,489
Additions
-
Additions
through
business
combinations
-
64
1,820
9,676
1,766
2,857
145
8
518
426
47
1,665
201
Disposals
Transfers and
Translation
reclassifications adjustments
-
-
(223)
(2,310)
(1,251)
(130)
-
-
(190)
(53)
(757)
(5,732)
(698)
(2,627)
(201)
-
-
(61 ,294)
(46)
4 ,749
387
3,308
19,878
1,387
5,014
408
56
115,167
176
1,853
(71,598)
150,530
-
-
-
-
(2,926)
116,835
2,865
(3,914)
-
100,354
153
14
Total
(105)
87
(175)
1,822
(591)
843
(28)
125
-
-
Depreciation
(125)
2,926
-
-
(Registration number 20051036316106)
Reconciliation of property, plant and equipment- 31 August 2014
Opening
balance
Buildings
Plant and equipment
Motor vehicles
Office equipment
IT equipment
Computer software
Security equipment
Other fixed assets
Additions
Disposals
157
1
1,376
5,519
622
2,695
228
5,044
135
2,125
15,996
2,114
2,427
290
182
73,181
69
2,926
(559)
(222)
(309)
(12)
(315)
-
46,174
-
104,489
Transfers and
reclassifications
2,584
-
59,356
(1 ,417)
Assets subject to finance lease (net carrying amount)
The carrying value of assets subject to finance lease agreement are as follows:
Motor vehicles
Reviewed
31 August
2015
Audited
28 February
2015
16,571
Restated
31 August
2014
11 ,968
A register containing the information required by Regulation 25(3) of the Companies Regulations, 2011 is available for
inspection at the registered office of the company.
15
7 ,346
Foreign
Depreciation
exchange
movements
(95)
(51)
(2)
(20)
(12)
(372)
(9)
(2,847)
(406)
60
(9)
(968)
(67)
(65)
(29,249)
4,048
(10)
(168)
(4,048)
(1 ,294)
-
-
(235)
(35,349)
Total
4,496
114
2,895
18,350
2,378
3,830
451
117
94,154
59
126,844
Statements
4.
Goodwill
South Africa
Africa Other
Europe
Asia &
Middle
Total
East
Balance 1 March 2014
Additions
Translation adjustments
1,499
31 August 2014
Addition
1,499
28 February 2015
Addition
31 August 2015
95,100
382
4,966
100,448
37,400
(867)
2,834
471
377
3,682
(1 '1 92)
36,533
7,641
(2,524)
(1 ,818)
1,499
157
99,256
41 ,650
1,864
1,656
94,934
(4,322)
Refer to note 12 for new acquisitions.
16
99,433
38,253
4,476
142,162
7,64 1
(5,534)
5,783
198
144,269
157
1,659
47,433
2,062
146,085
Statements
5.
Reviewed
31 August
2015
Audited
28 February
2015
Restated
31 August
2014
Revenue
Sale of hardware
Subscription revenue
Sundry sales
69,313
394,177
6,238
130,685
711, 173
1,843
61,593
335,185
869
469,728
843,701
397 ,647
Current
Local income tax - current period
49,083
90,573
41 ,943
Deferred
Deferred tax
(2,326)
(2,131 )
(1 ,229)
46,757
88,442
40,714
164,574
302,520
144,862
Tax at the applicable tax rate of 28% (2015: 28%)
46,081
84,706
40,562
Tax effect of adjustments on taxable income
Unrecognised deferred asset on tax losses
Foreign tax differential
Non-taxable income
Non-deductible expenses
1' 103
(2,579)
2,152
3,160
2,357
(3,223)
1,442
(1 ,737)
1,889
46 ,757
88,442
40,714
6.
Taxation
Major components of the tax expense
Reconciliation of the tax expense
Reconciliation between accounting profit and tax expense.
Accounting profit
The income tax rate for the subsidiaries in South Africa is 28% and the foreign owned subsidiaries are taxed at the tax rate
applicable in thei r countries.
7.
Cash generated from operations
Profit before taxation
Adjustments for:
Depreciation
ProfiU (Loss) on disposal of property, plant and equipment
ProfiU (Loss) on foreign exchange
Interest received - investment
Finance costs
Changes in working capital:
Increase in inventories
Increase in trade and other receivables
Increase in trade and other payables
164,574
17
302,520
144,862
46,388
(266)
(2,328)
(4,638)
3,963
71,598
(738)
(433)
(4,533)
924
35,349
(426)
(10)
(681)
516
(29,400)
(1 1,666)
5,302
(29,792)
(23,097)
27,383
(19,366)
(3,997)
6,918
171 ,929
343,832
163,165
Statements
8.
Related parties
Relationships
Ultimate holding company
Holding company
Related Parties
Madeira Calisto Family Holdings (Pty) Ltd
Onecell Community Phones (Pty) Ltd
Onecell Community Services (Pty) Ltd
Onecell Data Solutions (Pty) Ltd
Onecell Namibia (Pty) Ltd
Purple Rain Properties No. 444 (Pty) Ltd
Onecell (Pty) Ltd
Cartrack Education Fund (NPO)
A.H.Nyimbo (shareholder)
J.Marais (shareholder)
P.Lim (shareholder)
S.M.Machel Jr. (shareholder)
Subsidiary companies
Cartrack (Pty) Ltd
Retriever Ltd
Cartrack Tanzania Ltd
Retriever Rwanda Ltd
Cartrack Engineering Technologies Ltd
Cartrack Namibia (Pty) Ltd
Cartrack Technologies (Pty) Ltd
Cartrack Technologies Asia Pte. Ltd
Cartrack Management Services (Pty) Ltd
Cartrack Manufacturing (Pty) Ltd
Cartrack North East (Pty) Ltd
Cartrack Limitada
Cartrack Polska.SP.ZO.O.
Cartrack Fleet Management (Pty) Ltd
Labohlano (Pty) Ltd
Plexique (Pty) Ltd
Combined Telematics Services (Pty) Ltd
Cartrack Investments UK Ltd
Cartrack Malaysia SON. BHD.
Cartrack Technologies PHL. INC
Cartrack Technologies South East Asia Pte. Ltd
Cartrack Technologies (China) Ltd
Cartrack Europe SGPS, S.A
Cartrack Capital SGPS, S.A
Cartrack Espana, S.L.
Cartrack - Sistema de Controlo e ldentificacao de
Veiculos, S.A
PT. Cartrack Technologies Indonesia
Cartrack Technologies (Thailand) Company Ltd
Cartrack Technologies LLC
Related by virtue of control
Pro-Fit Fitment Centre (Pty) Ltd
Members of key management
I.J. Calista
J.R. Edmeston
J. Marais
C. Sanderson
R.Schubert
18
Statements
8.
Reviewed
31 August
2015
Audited
28 February
2015
Restated
31 August
2014
Related parties (continued)
Related party balances
Loan accounts -Owing (to) by related parties
A.H.Nyimbo
Cartrack Education Fund
J.Marais
Onecell Manufacturing (Pty) Ltd *
P.Lim
S.M.Machel Jr.
Current Assets
Current Liabilities
Amounts included in Trade receivable (Trade Payable) regarding
related parties
Onecell (Pty) Ltd
Onecell Manufacturing (Pty) Ltd*
Bonito Recruitment Services (Pty) Ltd**
Onecell (Pty) Ltd
Bonito Recruitment Services (Pty) ltd**
(1 '113)
1,657
(960)
1,573
2,066
2,066
(29)
(889)
74
52
2,066
2
(698)
476
140
1,623
(245)
1,623
4,233
4 ,028
1,223
5,346
(1,113)
5,263
(1 ,235)
2,810
(1,587)
4,233
4 ,028
1,223
2,600
852
1,692
386
35
764
673
48
2
(4,731)
(422)
(35)
(14, 179)
(389)
(263)
(3)
(2)
(6,862)
1 '101
(1,556)
(296)
(32)
(187)
(137)
1,493
(274)
(16,670)
(6,038)
(350)
(4,373)
(10,081 )
(7,325)
(461 )
(82)
Related party transactions
Sales to related parties
Onecell (Pty) Ltd
(17)
(9,549)
(1,138)
Purchases from related parties
Onecell (Pty) Ltd
606
170
19
6,702
4,373
467
(3,433)
(3,493)
(121)
(1 81 )
(288)
324
181
Reviewed Interim Condensed Consolidated F1nanc1al Statements for the 6 months ended 31 August 2015
Statements
Reviewed
31 August
2015
Audited
28 February
2015
Restated
31 August
2014
8.
Related parties (continued)
Bonito Recruitment Services (Pty) Ltd**
872
1,473
26
231
1,372
1,617
Rent paid to (received from) related parties
2,130
3,819
1,317
1,890
1,890
109,219
Administration fees paid to (received from) related parties
45,825
606
23
* Cartrack Manufacturing (Pty) Ltd (previously Onecell Manufacturing {Pty) Ltd) was acq uired by the group on 1 March 2015.
•• Cartrack Management Services {Pty) Ltd (previously Bonito Recruitment Services (Pty) Ltd) was acquired by the group on 1
March 2015.
20
Statements
Reviewed
31 August
2015
9.
Audited
28 February
2015
Restated
31 August
2014
Basic earnings per share
Continuing earnings per share (cents)
0 .36
0.65
0.32
The calculation of basic earnings per ordinary share is based on the profits attributable to equity holders of the parent and a
weighted average number of shares in issue as per the table below.
The shares in issue on 1 March 2014 were 142 ordinary par value shares. In preparation for the listing in December 2014 ,
these 142 par value shares were converted to 142 no par value shares and an additional299,999,858 shares were issued to
Onecell Holdings Proprietary Limited for R300 to take the total issued shares to 300,000,000 ordinary shares of no par value.
For purposes of determining the weighted average number of shares in issue, this share conversion and subsequent share
issue have been treated as a share 'split'. Consequently, the weighted average shares in issue for each of the comparative
periods have been determined to be 300,000,000 shares. This provides the user with more comparable and relevant
information.
Weighted average number of ordinary shares ('000)
300,000
300,000
300,000
Profit attributable to ordinary shareholders
Profit for the year attributable to the equity holders of
parent
108,737
195,244
96,935
0.37
0.65
0. 32
10. Headline earnings per share
Headline earnings per share (cents)
The calculation of headline earnings per share has been based on the following profit attributable to ordinary shareholders and
the weighted average number of shares in issue as determined above in note 9.
Weighted average number of ordinary shares ('000)
300,000
300,000
300,000
Reconciliation between basic earnings (loss) and headline
earnings (loss)
Basic earnings
108,737
195,244
96,935
Adjuste d f o r :
3,278
(266)
Reversal of bargain purchase
Gain on disposal of assets net of tax
111 ,749
21
(738)
194,506
(426)
96,509
Statements
11.
Segment reporting
The group is organised into geographical business units and has four reportable segments. The group monitors the operating
results of its business units separately for the purpose of making decisions about resource allocation and performance
assessment.
Revenue
lntersegment elimination of revenue
356,243
98,507
62,618
39,147
Asia &
Middle
East
11 ,720
Revenue before segment elimination
454,750
62,618
39,147
11 ,720
568,235
Profit before taxation includes the following items
Investment revenue
Finance costs
Depreciation
125478
2,388
3,698
465
37,298
31,403
2,250
240
1,996
1,004
13,240
(5,547)
11
(115)
7,466
14
(18)
620
164,574
4,638
3,963
2,328
46,388
281,633
(106,929)
87,393
(19,358)
45,181
(19,064)
23,402
(7,997)
Segment Report •
31 August 2015
Total tangible assets
Total liabilities
Goodwill
South Africa
Africa Other
Europe
.
.
South Africa
Africa Other
Europe
Revenue
627,175
34,974
124,280
80,422
662,149
124,280
80.422
Investment revenue
Finance costs
Depreciation
Total liabilities
Goodwill
469,728
98,507
437,609
(153,348)
146,085
430,346
Equity
Segment Report •
28 February 2015
Total
Asia &
Middle
East
11 ,824
11 ,824
. (7
078)
236,986
1,617
693
35
58,816
56,777
2,916
210
307
1,917
.
.
8
8
10,389
13
83
476
277,562
(107,459)
77.606
(25,042)
36,605
(13,097)
15,835
14.135
(5,277)
Total
843,701
34,974
878,675
302,520
4,533
924
433
71 ,598
405,908
(150,875)
144,269
399,302
Equity
22
Statements
11 . Segment reporting (continued)
Segment Report •
31 August 2014
So uth Africa
Africa·
Other
Europe
Revenue
302,757
15,924
53,046
36,914
318,681
53,046
Investment revenue
Finance costs
Depreciation
124,639
680
307
(130)
26,459
15,358
1
203
137
818
Total liabilities
Goodwill
164,615
(55,533)
64,897
(44,581)
Equity
Asia&
Total
Middle
East
4,930
397,647
15,924
36,914
4 ,930
413,571
6,514
(1,649)
144,862
681
516
10
35,349
5
3
7,936
27,698
(18,091)
136
2,346
(21,756)
259,556
(139,961)
142,162
297,757
23
Statements
12.
Business combinations
Immaterial Business Combinations occurring during the period ended 31 August 2015
On 1 March 2015, the group acquired 100% of the shares in Cartrack Manufacturing (Pty) Ltd (previously Onecell
Manufacturing (Pty) Ltd) from Onecell Holdings (Pty) Ltd for a cash consideration. The group acquired this company in order to
manage and control the procurement and manufacture of its products.
On 1 March 2015, the group acquired 100% of the shares in Cartrack Management Services (Pty) Ltd (previously Bon1to
Recruitment Services (Pty) Ltd) from Onecell Holdings (Pty) Ltd for a cash consideration. The group acquired this dormant
company in order to account separately for group management services and related costs from within the group.
Immaterial Business combinations occurring during the year ended 28 February 2015
In May 2014, the group acquired 60% of the shares in Retriever Rwanda Ltd from AH Nyimbo for a cash consideration, to
increase its footprint in Africa.
In August 2014, the group acquired 100% of the shares in Cartrack Technologies (Pty) Ltd (previously Onecell Technologies
(Pty) Ltd from Onecell Holdings (Pty) Ltd) for a cash consideration. The group acquired this entity for the development of
technologies in the industry.
Material Business Combinations occurring during the year ended 28 February 2015
In March 2014 , the group acquired 100% of the shares in Cartrack- Sistema de Controlo e ldentificacoa de Veiculos S.A,
Cartrack Espana S.L, Cartrack Europe SGPS, Cartrack Capital SGPS, and Cartrack Investments UK Ltd from JMV Matias for a
consideration of R46,223,160. The group acquired these entities to obtain a global footprint in Europe.The acquisition has been
accounted for using the acquisition method. The goodwill recognised is primarily attributed to the expected synergies from
combining the assets and activities of the European acquisitions with those of the group and to the economies of scale to be
achieved through future growth.
Fair value of assets acquired and liabilities assumed
Audited
28 February
2015
Loan receivable
Investments in subsidiaries
Inventories
Trade and other receivables
Borrowings
Tax liabilities
Cash
Outside shareholders
Goodwill
1,645
59,636
12,635
3,016
20,625
(78,682)
(16,260)
(1 ,072)
736
(1 ,097)
45,041
Cash consideration paid
Net cash outflow on acquisition
Cash consideration paid
Cash acquired
46,223
(46,223)
736
(45,487)
24
Statements
13. Commitments
Mercantile Bank Limited has provided a facility of R40 million to Cartrack Manufacturing (Pty) Ltd. Cartrack (Pty) Ltd has
provided limited suretyship in favour of Mercantile Bank Limited.
14.
Co mparative figures
Certain comparative figures have been reclassified from operating expenses to cost of sales to provide an appropriate
allocation of expenses that directly relate to cost of sales.
The effect of the reclassifications is as follows :
Reviewed
31 August
2015
Profit o r Loss
Cost of sales
Operating expenses
Audited
28 February
2015
Restated
31 August
2014
10,544
(10,544)
3,965
(3,965)
(433)
433
(10)
10
Certain comparative figures have been reclassified from other income to foreign exchange gains.
The effect of the reclassifications is as follows:
Profit and Loss
Other income
Certain comparative figures have been reclassified in the consolidated statement of financial position. Other receivables, other
payables and finance lease obligations have been reclassified to be consistent with the February 2015 reporting format.
The effect of the reclassifications is as follows:
Statement of financial p osition
Trade and other receivables mcluding prepayments
Deferred Income
Finance lease obligation long term
Finance lease obligation short term
(9 ,507)
3,399
6 ,108
5,667
(5,667)
Certain comparative figures have been restated due to a change in accounting policy. Refer to note 2 of the financial
statements.
25

Cartrack Holdings Limited (Registration number 2005/036316/06

Transcription

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