Wrap Text
Imperial Holdings Limited
Registration number: 1946/021048/06
Ordinary share code: IPL ISIN: ZAE000067211
Preference share code: IPLP ISIN: ZAE000088076
Audited condensed results for the year ended 30 June 2012
Highlights and key data
- Revenue 25% higher at R80 830 million
- Operating profit improved 25% to R5 638 million
- HEPS up 14% to 1566 cps
- Core EPS up 32% to 1623 cps
- Final dividend up 46% to 380 cps
- Net Debt/Equity ratio of 42%
- Free cash conversion ratio of 125%
Overview of results
Imperial had an outstanding 2012 financial year. The group benefited from a strong new vehicle
market in South Africa and an excellent performance by the Logistics division, especially in
Europe. Revenue and operating profit were up 25%. The group remains focused on generating strong
returns which resulted in the return on average shareholders interest (HEPS) of the group for the
year being 23% on a healthy statement of financial position.
The group's new vehicle unit sales in South Africa grew by 19%, compared to market growth of 13%.
This resulted in strong growth being achieved in the Distributorships, Automotive Retail and
Financial Services divisions. Revenue in this cluster of retail orientated businesses was up 22%
and operating profit increased by 23%.
The Logistics division increased its revenue by 34%, and operating profit by 33%, 14% of which is
attributed to the Lehnkering acquisition which contributed for 6 months towards the group's
growth in both revenue and operating profit. Whilst the International Logistics division had an
excellent year, the SA Logistics division performed satisfactorily under tough trading conditions.
Revenue in the Car Rental and Tourism division was up 15% due to good volume growth and improved
rental rates. Operating profit improved by 8%.
The group operating margin of 7% was in line with the prior year. The Distributorships division
achieved an operating margin of 8,7% against 8,4% in the prior year and increased revenue by 29%.
Automotive Retail maintained its operating margin at 2,9%, with revenue up 14%. The operating
margin in the combined Southern African and European logistics business was in line with the
prior year at 5,4%. While operating margins in Europe improved, margins in Southern Africa were
slightly lower. This was mainly due to tougher trading conditions and the inclusion of CIC for a
full twelve month period versus eight months in the prior year. The Car Rental and Tourism
division margin dropped to 10,0% from 10,6% primarily due to a sluggish used car market and a
challenging trading environment in the Tourism business.
The Financial Services division achieved an operating profit of R775 million, which was slightly
higher than the prior year. Revenue in the insurance business grew 11%, while the underwriting
margin declined to 7,8% from 11,4%. Underwriting conditions in the short-term insurance business were
more difficult than the prior year where the underwriting result was exceptional. In contrast,
the Life insurance unit continued to perform well and achieved good growth. Insurance investment
income was lower than the prior year, as a result of lower yields on interest-bearing investments
and a volatile equity market over the period.
Operating profit from other financial services grew strongly and was up 52%. The operating profit
in this segment is generated from a combination of annuity income which includes service and
maintenance plans, vehicle financing alliances and a growing range of value-added financial
products.
Over the past number of years the group has pursued a strategy to add parts, components and
industrial equipment businesses to its portfolio. These acquisitions include Jurgens, Beekmans,
Midas, Turbo Exchange, Goscor, E-Z-GO and the newly acquired Datadot, Sedgeway, Bobcat and access
equipment businesses. In total, across the group including NAC, these businesses contributed
revenue of R7 billion and operating profit of R503 million, 16% and 23% respectively better than
the prior period.
In aggregate, the group's operating profit grew by 25%, and Core Earnings per Share (Core EPS)
increased by 32%. Consistent with the reported interim results for the six month period ended 31
December 2011, the group has decided to report a Core Earnings number in order to exclude
significant non-operational items of income and expenditure from the reported headline earnings.
The table below summarises the reconciliation from HEPS to Core EPS:
Cents per share 2012 2011
HEPS 1 566 1 370
Amortisation of other intangibles arising from business combinations 67 8
Fair value gain on Lereko call option (147)
Business acquisition costs 27 8
CGT on post acquisition earnings of associates disposed 1 1
Trading profit from discontinued operations (18) (4)
Tax (25) (2)
Non-controlling interest 5
Core EPS 1 623 1 234
Net finance costs increased by 23% to R681 million on higher debt, which was mainly incurred to
fund the acquisition of Lehnkering. Despite the increase in net finance costs, interest covered
by operating profit remains healthy at 8,3 times (2011: 8,2 times).
The increase in the minorities' share of profit is largely attributable to the performance of
the Distributorships division in which a number of minority shareholders participate.
The effective taxation rate at 29% is in line with the statutory rate of 28%.
Income from associates increased by 35% from the prior year. Mix Telematics, in which Imperial
holds a 28% interest, contributed R31 million and performed very well. The contribution from
smaller associates also increased from the prior year.
Statement of financial position
Total assets increased by 24% to R46 billion (2011: R37 billion). This was due to strong organic
growth, expansion of existing businesses and new acquisitions.
Intangible assets increased to R4,2 billion from R1,8 billion mainly due to the Lehnkering
acquisition.
Net debt to equity (excluding preference shares) at 39% was only slightly higher than the 31% at
June 2011, despite a net R1,9 billion being spent on acquisitions in the current year, of which
Lehnkering was the most significant. An additional R1,2 billion in net debt was also assumed by
the group as a result of new acquisitions. The Lehnkering acquisition was effective from 2
January 2012 when payment was made. The net debt level is below the target gearing range of 60%
to 80% and leaves significant room for further expansion within the group. The group's liquidity
position is strong with R6 billion in unutilised facilities.
Net working capital increased by R1,4 billion from 30 June 2011. In June 2011, inventory levels
were exceptionally low due to stock shortages, which have now been alleviated. Levels of imported
vehicle stocks have improved and our ability to satisfy demand for the majority of our products has
improved significantly. In addition, there has been an increased investment in stock and debtors to
support higher revenue, especially in the motor businesses. Acquisitions also contributed to the
increase in working capital. Despite a 25% increase in Revenue, the net average working capital turn
was maintained at 21 times as in the prior year.
Shareholders' equity also increased due to the improved profitability and the weakening of the Rand which
resulted in gains on cash flow hedges and the foreign currency translation reserve accounted for
through the statement of comprehensive income.
New business arising from maintenance and warranty contracts, which was generated through the
Financial Services division, on the back of strong vehicle sales, contributed to the robust
growth of 31% to R3,2 billion in insurance, investment, maintenance and warranty contracts on
the statement of financial position.
Cash flow
Cash generated by operations which amounted to R7,4 billion before capital expenditure on
rental assets, was 22% higher than the prior period. After financing costs, tax payments and
capital expenditure on rental assets, net cash flow from operating activities increased by 11%.
Capital expenditure on rental assets was higher than in the corresponding period, mainly due to
the increase in the demo fleet in Distributorships and higher demand by other Car Rental
companies of our imported brands of vehicles, which are rented out through our Financial Services
division.
Net replacement and expansion capital expenditure excluding car rental vehicles was higher than
the prior period as trading conditions warranted renewed expansion and replacement.
A net R1,9 billion was spent on the acquisition of subsidiaries and businesses during the year,
with Lehnkering being the most significant.
The Imperial Capital bond (IC 02) with an issue value of R500 million was repaid
during the year and it was decided to not issue any further notes under the DMTN programme.
Business conditions in Imperial's markets
Strong growth continued in the motor vehicle market throughout the financial year to June 2012.
The market benefited from improving bank approval rates, low interest rates, real growth in
disposable income and low vehicle inflation. While improved affordability and good value have
been key drivers of new vehicle sales, similar trends have not been evident in the used car
market, which was sluggish.
The manufacturing sector of the South African economy is currently weak and a number of
our South African Logistics customers are under pressure. Despite volume pressure in our
customer base, we continue to benefit from the trend to outsourcing by companies that require a
viable and cost-effective option and prefer to focus on their core businesses.
German industries, particularly export-oriented sectors, where the majority of Imperial Logistics
International's customer base operates, enjoyed significant growth despite the European debt
crisis, assisted by a weaker Euro.
The car rental market remains highly competitive. The pressure on rental rates, which was mainly
created by the oversupply of vehicles subsequent to the 2010 FIFA World Cup, is however easing,
as market capacity is better utilised due to improved demand in certain sectors. Rates in the
international inbound and leisure rental markets are still depressed. The depressed international
economic environment, especially in Europe continues to affect inbound tourism volumes.
Insurance underwriting conditions were weaker than the prior year, particularly in the short-
term industry. Investment markets were also less favourable with lower interest rates and
volatile equity markets.
The current cycle in the motor industry favours our Financial Services division as high levels
of new contracts are generated, which provides a valuable growing annuity earnings.
Vehicle sales
In South Africa, the group sold 114 754 new and 58 608 used vehicles over the financial year,
respectively 19% and 7% more than the prior period. The national vehicle market grew by
approximately 13% year on year for the twelve month period to June 2012, according to NAAMSA.
The Australian and United Kingdom operations sold 10 846 new vehicles, which was 19% higher than
the prior period and 4 540 used vehicles, which was 18% higher.
Expansion of the group during the year
Acquisitions during the period consisted of
- 100% of Lehnkering was acquired for an enterprise value of 270 million. Lehnkering is one of
Europe's leading full-service specialist logistics companies that serves the chemical,
agricultural, petrochemical and steel industries. It offers a complete range of logistics
solutions, including inland waterway shipping of gas, liquid and dry bulk cargo; road
transportation, chemical warehousing and outsourced chemical manufacturing services. The
Lehnkering acquisition became effective on 2 January 2012. The acquisition was funded from
new Euro denominated banking facilities secured for a period of five years at a pre-tax interest
rate of approximately 3,8%;
- 74,9% of Dettmer Bulk Reederei, a dry bulk shipping business operating on the Rhine;
- 70% of Datadot, a business that installs micro dots as a security identification system used
in the detection of theft. DataDots are widely used to identify and protect motor vehicles,
motor cycles, trailers, marine craft, home, business and personal assets;
- 75% of Safari Centre, a vehicle accessories and outdoor equipment business which is
complimentary to Jurgens and furthermore also augments the dealership businesses that retail
SUV's;
- 60% of IJ Snyman Transport, a logistics service provider to leading retail, FMCG and
construction companies in Angola, DRC, Namibia, South Africa and Zambia;
- Acquired control and increased our shareholding to 80% in Transport Holdings in Botswana,
which provides fuel transportation, mining consolidation and transport, general cross border
transportation and local distribution within Botswana;
- 80% of Kings Transport, which specialises in the break bulk sector of the logistics market;
- 70% of the shares in LaGrange Transport, which specialises in the fresh fruit market in the
Western Cape;
- 60% of Synchronised Logistical Solutions, operating in the automotive logistics industry;
- 60% of Segway SA, which imports and distributes electric personal transporters;
- 67,5% of Bobcat, a leading supplier of compact equipment into the construction, mining and
agricultural sectors;
- Acquired an additional 20% and increased our shareholding to 60% resulting in control of
Accordian, which is a distributor of TATA vehicles;
- 100% of Watts Truck and Van in the UK, a DAF Truck dealer, which complements and strengthens
our network in this brand in the UK;
- 51% of Hi Reach Manlift, a company that is now called Goscor Hi-Reach, which is the sole
distributor in South Africa of the Genie range of mobile elevating work platforms, cherry
pickers', and other related equipment; and
- 80% of Goscor Access Rental, through which products in Goscor Hi-Reach are rented.
Divisional reviews
Logistics
Southern African Logistics
Change Change
Change H2 H2 % on H2 H1 % on H1
R million 2012 2011 % 2012 2011 2011 2012 2012
Revenue 16 457 13 788 19,4 8 146 7 286 11,8 8 311 (2,0)
Operating profit 910 786 15,8 397 350 13,4 513 (22,6)
Operating margin % 5,5 5,7 4,9 4,8 6,2
The division faced a challenging trading environment but gained and retained a number of
significant contracts. Acquisitions also contributed positively. Several of our customers
experienced strike action in July 2011 and volumes were under pressure throughout the year.
Volumes in the manufacturing sector suffered in the second half. CIC, which is involved in the
distribution of FMCG products into many African markets performed well, despite increased
competition. It was included for a full year against eight months in the prior period.
Despite challenging trading conditions, the operating margin was in line with the prior year.
CIC, which operates at lower margins than the rest of the division, also impacted margins but it
generated good returns.
Our Transport and Warehousing business, which services the manufacturing, mining, commodities and
construction industries, performed satisfactorily, despite volumes being under pressure. New
contract gains made a positive contribution to results.
A tipper division which is mainly servicing the mining industry, was established two years
ago and is now contributing meaningfully to the division's results.
The Specialised Freight business produced good results as volumes grew in the fuel and gas
markets due to new contract gains. The cement and sulphuric acid markets were under pressure,
whilst volumes in bulk food and chemicals remained stable.
The Consumer Logistics business was negatively impacted by weak volumes, mainly in our
manufacturing client base. This affected all businesses in the supply chain, including our
warehousing and distribution operations. The Cold Chain also experienced difficult trading
conditions and whilst the operations have been stabilised, it continues to underperform from a
trading perspective.
Integration Services produced good results with Volition and E- Logics performing well. The
division continues to make a valuable contribution to the intellectual capital of the group,
specifically by assisting other divisions to expand and integrate client solutions, and offer
value-added services to their customers. Megafreight performed well but due to a dispute we are
in negotiations with our co-shareholders, who own 40%, to dispose of our shareholding.
In the Africa division, transport volumes were under pressure. We experienced lower volumes
being transported from South Africa into the rest of Africa, as other trade corridors become
more reliable and cost effective. Certain customers in our Namibia business were also under
pressure during the period. CIC, which is involved in the distribution of FMCG products into
many African markets, continues to enjoy good growth and performed well on the back of buoyant
consumer spending in its markets, although we are experiencing a heightened level of competition.
Gross capital expenditure of R1,3 billion was incurred. The net investment in the fleet is
higher than the prior year, which is in line with the scheduled replacement cycle.
International Logistics
EUR million Change Change
Change H2 H2 % on H2 H1 % on H1
2012 2011 % 2012 2011 2011 2012 2012
Revenue 1 087 716 51,8 690 377 83,0 397 73,8
Operating profit 59 38 55,3 39 22 77,3 20 95,0
Operating margin % 5,4 5,3 5,7 5,8 5,0
International Logistics
Change Change
Change H2 H2 % on H2 H1 % on H1
R million 2012 2011 % 2012 2011 2011 2012 2012
Revenue 11 247 6 848 64,2 7 088 3 639 94,8 4 159 70,4
Operating profit 598 350 70,9 396 194 104,1 202 96,0
Operating margin % 5,3 5,1 5,6 5,3 4,9
Imperial Logistics International achieved an outstanding result and the strong performance in the
first half which continued into the second half of the year, not only as a result of the
Lehnkering acquisition but also due to new contract gains and solid trading conditions in
Germany. Imperial Logistics International's key markets, namely steel, automotive manufacturing,
chemicals and export industries in Germany, performed well and their growth exceeded our
expectations. Revenue growth was experienced across all major business units. Excluding the
contribution from Lehnkering, the revenue and operating profit grew 11% and 16%, in Euro terms,
respectively.
The group's shipping activities, including that of Lehnkering, have been integrated into one
unit, namely the Imperial Shipping group. The division had an excellent year in a market where
volumes were strong.
The integration of the newly acquired Lehnkering was successful and it performed in line with
expectations. Lehnkering will, subsequent to its integration into the group, be housing all our
chemical industry logistics activities in Europe, except for shipping. This includes warehousing,
road transport and chemical manufacturing services.
Panopa, which provides parts distribution and in-plant logistics services to automotive,
machinery, and steel manufacturers performed well. Contract gains and renewals, combined with a
solid market, especially in the automotive and machinery segment, were the main drivers of
growth and improved profitability.
Neska performed satisfactorily and benefited from increased volumes on the back of increased
export and import activity. Despite the European economic crisis, transshipment volumes in the
bulk segment remained stable. The paper, liquid chemical and food segments experienced growth.
Although container volumes were strong, rates remained subdued.
Gross capital expenditure of R344 million was incurred. This is higher than the prior year, but
in line with the growth being achieved in this division.
Car Rental and Tourism
Change Change
Change H2 H2 % on H2 H1 % on H1
R million 2012 2011 % 2012 2011 2011 2012 2012
Revenue 3 801 3 313 14,7 1 862 1 646 13,1 1 939 (4,0)
Operating profit 380 351 8,3 170 153 11,1 210 (19,0)
Operating margin % 10,0 10,6 9,1 9,3 10,8
The division performed well in the second half notwithstanding a sluggish used vehicle market.
Trading conditions in the Car Rental business improved with utilisation at 71% and revenue per
day increasing by 4%. The average rental fleet size was 8% up from last year, mainly due to
higher demand. Both volumes of international inbound and local leisure remained subdued.
Retail unit sales at Auto Pedigree were lower with operating margins also depressed. This had a
negative impact on the overall divisional margins. The stock position at Auto Pedigree has
improved significantly and the business performance is now expected to improve.
The panel business performed below expectation, but its performance improved in the latter part
of the year following management and structural changes.
Low inbound tourism volumes persist and the inbound tour operator business has been restructured
and consolidated to reduce costs. The Coach Charter fleet has also been reduced to improve
utilisation in a market that is over supplied. Edusport and Grosvenor Tours performed well with
the former benefiting from arranging outbound tours to the Rugby World Cup in New Zealand.
Distributorships
Change Change
Change H2 H2 % on H2 H1 % on H1
R million 2012 2011 % 2012 2011 2011 2012 2012
Revenue 28 318 21 947 29,0 14 728 10 904 35,1 13 590 8,4
Operating profit 2 456 1 844 33,2 1 294 1 028 25,9 1 162 11,4
Operating margin % 8,7 8,4 8,8 9,4 8,6
This division had an exceptional year with operating profit up 33%. In South Africa, new vehicle
registrations as reported to NAAMSA by Associated Motor Holdings (AMH) and Amalgamated
Automobile Distributors (AAD) were 20% higher, compared to a market increase of 13%. The
improved stock availability of key models has allowed us to gain market share in the second half.
Unit sales were up 34% in the second half versus the prior year. As a result, our imported
brands have strengthened their market positions significantly. The growing vehicle parc of our
imported brands will secure good future levels of after-market activity for our dealerships,
which are performing better.
Margins improved due to positive operating leverage and the growing after-market parts and
service business. Our strategy of hedging our imports assisted in dealing with a weakening
currency.
The Australian dealerships performed well with new retail unit sales increasing by 2% while
used vehicle sales were 21% up.
In the Auto parts division, Midas continues to perform satisfactorily, although some pressure
on discretionary products like camping equipment and accessories was experienced. The engine
parts businesses performed well and Turbo Exchange made a full year contribution versus four
months in the prior year.
The Goscor Group performed very well, trading ahead of expectations. Crown and Doosan continue
to increase their market share whilst maintaining a strong order book. Graffiti and EZGO
performed satisfactorily, whilst businesses like Carfind, KMSA, Segway and Datadot continue to
grow.
The newly acquired Bobcat, a leading supplier of compact equipment into the construction, mining
and agricultural sectors complements our existing offering of quality products and after sales
service. There are inherent synergies between Goscor and Bobcat as well as cross selling
opportunities and it is a valuable addition to this division.
NAC performed better with aircraft sales increasing on the back of higher demand and increasing
availability of bank funding for this asset class. The group has entered into negotiations for
the possible sale of NAC as our aviation interest in the context of the group is very small.
Automotive Retail
Change Change
Change H2 H2 % on H2 H1 % on H1
R million 2012 2011 % 2012 2011 2011 2012 2012
Revenue 19 560 17 150 14,1 9 683 8 628 12,2 9 877 (2,0)
Operating profit 573 497 15,3 312 280 11,4 261 19,5
Operating margin % 2,9 2,9 3,2 3,2 2,6
The division performed well and produced good growth in operating profit for the year. The
operating margin was also maintained at a healthy 2,9%. New passenger car and LCV sales of the
division rose 17%, ahead of growth in this segment of the vehicle market, which was up 13%.
There was a notable shift in the mix to entry-level vehicles. As a result, the mid-priced and
luxury vehicle markets were less buoyant.
The narrowing gap between new and used vehicle prices affected used vehicle sales, with volume
growth subdued in a generally sluggish market.
The commercial vehicle market in SA, which tends to lag the growth in the passenger car market
also improved during the period, with a 13% rise in unit sales across all brands
Growth in after sales parts and service revenue was slow but the strong growth in new car sales
over the last few years bodes well for the future.
In the UK, the truck dealerships performed well despite a market that remained depressed. The
strategy to add an LCV business to our existing footprint is very successful and contributed
positively.
Beekman Canopies' performed well, with sales up on last year. Sales volumes at Jurgens Ci were
however lower due to a caravan market that is suffering from lower consumer spending on leisure
activities.
Jurgens is actively expanding its manufacturing activities into new market segments in order to
counter the stagnant caravan sales market. It is now also active in the manufacture of canvas
products, road and off-road trailers, canopies and truck bodies. Jurgens and Beekmans employ a
combined 1 196 staff in manufacturing in the Western Cape, KZN and at its plants in Brits in the
North-West Province.
Financial Services
Change Change
Change H2 H2 % on H2 H1 % on H1
R million 2012 2011 % 2012 2011 2011 2012 2012
Revenue
Insurance 3 112 2 808 10,8 1 631 1 454 12,2 1 481 10,1
Other Financial Services 887 601 47,6 535 316 69,3 352 52,0
Total 3 999 3 409 17,3 2 166 1 770 22,4 1 833 18,2
Operating profit
Insurance
Adjusted investment income, including fair value adjustments 175 206 (15,0) 95 63 50,8 80 18,8
Adjusted underwriting result 244 319 (23,5) 111 212 (47,6) 133 (16,5)
Total insurance operating profit 419 525 (20,2) 206 275 (25,1) 13 (3,3)
Net underwriting margin % 7,8 11,4 6,8 14,6 9,0
Other financial services 356 235 51,5 225 140 60,7 131 71,8
Operating margin % 40,1 39,1 42,1 44,3 37,2
Total operating profit 775 760 2,0 431 415 3,9 344 25,3
Operating margin % 19,4 22,3 19,9 23,4 18,8
Note:
The profit before tax of an insurance business is made up of the underwriting result and
investment return. Policyholder investment returns include investment income and fair value
gains for the benefit of policyholders. The above table reflects a reallocation of policyholder
investment returns between the underwriting result and the investment return. The adjusted
underwriting result and investment return more accurately reflect the performance from a
shareholder point of view.
The Financial Services division as a whole performed satisfactorily.
Regent's underwriting result declined 24% from R319 million to R244 million. The primary driver
behind the underwriting result was a deteriorating claims experience in the short-term motor
comprehensive business and certain other specialised lines. The performance of Regent's other
significant product lines in the short-term insurance business (Adcover, Paintech and Warranties)
performed better and showed growth from the prior year. Regent disposed of its marine and
aviation insurance books during the second half of the year.
The individual life business had an excellent year, with gross written premiums up 16% for
the year.
Regent Botswana and Regent Lesotho also performed well.
Investment returns were lower year on year, reflecting the low interest rate environment.
Regent's exposure to equity markets increased from the prior year but still remains low relative
to our exposure to interest bearing investments.
The growth in Other Financial Services was exceptional and it performed ahead of expectation.
Liquid Capital has benefited from its exposure to the motor industry, which has shown strong
growth especially in the entry level segment of the market where our Distributorships division
is well positioned. The growth in the number of new maintenance plans written on the back of the
strong new vehicle market provides a valuable annuity earnings underpin to our future profits.
The value of the advances book generated in our joint ventures with financial institutions to
provide financing for vehicles has grown encouragingly, as has the funds under service,
maintenance plans, warranties and roadside assistance.
The release from the funds created on the sale of service and maintenance plans was significantly
higher than prior years due to a change in accounting estimate. Due to the lack of history,
these releases have previously been accounted for at the end of a specific contract's life. As
these funds have now been in the group for a number of years with a good history of trends and
claims experience, we have changed our accounting estimate on recognising these releases
throughout the contract life, resulting in a normalised additional profit of R117 million in
this year.
Volumes in Imperial Fleet Management are improving with a good pipeline of new business
During the year, Ariva, a private leasing joint venture with JD Group targeting the entry level
car market to increase vehicle ownership in South Africa was launched. This is another example
of where we continue seeking new strategic partnerships where we can leverage off each other's
skills set and add value.
Skills development and Corporate Social Investment
The group continues with its substantial investment in the development of employees at all levels
and spent R171 million on skills development and training during the year.
To date 153 senior executives have completed a leadership programme which was customised for
Imperial's diversified and decentralised business model focusing on its need for entrepreneurial
and innovative leaders. The group's formal development strategy also includes the next level of
management, with 74 having graduated during the past year. We have 139 participants currently
enrolled in the programme.
A future talent pipeline is being nurtured through a graduate development programme which
currently provides 108 university graduates with hands-on workplace experience and mentorship,
providing insight into the Imperial culture and the practical skills required in business.
Our three Technical Training Academies are some of the largest providers of technical training
in the South African market and provided training for over 610 technical apprentices during the
year.
Ukhamba
Since its establishment, Ukhamba has generated significant value from its investments. The
Ukhamba Trust owns 47% of Ukhamba and the Ukhamba Community Development Trust owns 6%. A portion
of the value created was realised and paid out to Ukhamba's shareholders during December 2011. As
a result, the Ukhamba Trust made a distribution of approximately R350 million to its 15 000
beneficiaries. The Imperial and Ukhamba Community Development Trust also received a payout of
approximately R50 million which will serve as a valuable endowment for education into the future.
The trust continues to promote effective learning and teaching at eight under privileged schools
serving 10 000 learners in Gauteng.
I-Pledge campaign
By August 2012, more than 72 000 individuals committed to being part of a movement towards safer
roads in South Africa by taking the IMPERIAL I-Pledge as part of our group's extensive road
safety campaign.
For Imperial as South Africa's transportation leader, road safety is a social and a commercial
imperative. Using our geographic footprint and network of companies, customers and suppliers,
Imperial believes that it can make a real and sustainable difference to the state of road safety
in the country.
During the past 12 months Imperial I-Pledge aligned with various organisations and road safety
stakeholders, including the Department of Transport as a Friend of the Decade of Action for
Road Safety 2011-2020; the N3 Toll Concession (N3TC); Top Gear Festival as the official CSI
partner and Active Education.
We sponsored vehicles to assist with law enforcement on the N3 over the festive seasons and saw
accident fatality rates drop. We also found that unaccompanied children on the roads are
extremely vulnerable and therefore we stage road safety talks at schools and train scholar
patrols.
Ordinary dividend
A final ordinary dividend of 380 cents per share (2011: 260 cents per share) has been declared.
This brings the full dividend for the year to 680 cents per share (2011: 480 cents per share).
Strategic intentions
The group remains focused on generating higher returns on capital, while still seeking growth
opportunities in and adjacent to our existing industries and geographies to replicate and
improve on our past successes. These growth initiatives will take place organically and through
acquisition, partnerships and grassroots development.
The group has a strong position in logistics in South Africa and increasingly beyond South Africa's
borders into the rest of Africa. With Africa growing rapidly as we seek the expansion of our footprint
on the continent, especially in businesses where our skills set, reputation and customer base can
give us a head start.
The recent acquisition of Lehnkering is an example of our strategy of expansion in Europe, where
we will focus on growth opportunities within our field of expertise while deepening our
involvement in our core business.
The scale of our activities in the automotive retail market offers numerous opportunities for
extending and maximising our position in the value chain. Whilst Imperial has for long been in
the forefront of exploiting opportunities in insurance, finance, warranties, maintenance and
panelbeating, we have still not yet reached our full potential in this market. Our experience
in this field stands us in good stead and will enable us to earn ever increasing annuity income
streams as our vehicle parc grows and we refine the use of technology and market intelligence.
The distribution of products which carry strong brands in the automotive and industrial markets
has developed into a core business for Imperial. We have an excellent reputation in this
activity and attractive opportunities regularly present themselves. We will continue to pursue
these opportunities and would consider broadening our product range into other applications and
industries such as engineering, industrial and mining products.
The Car Rental and Tourism division operates in a market where we can find fewer opportunities
for vertical or horizontal expansion. In this division we focus on improving the returns on capital
through good asset and capital management.
Prospects
In the short term, we expect trading conditions in the Southern African logistics division to
remain challenging. The pressure on our manufacturing client base persists and volumes remain
under pressure. In the medium to long term, the fundamentals of the logistics market are very
good as customers outsource more of their activities to logistics specialists and expectations
are that industry growth will exceed that of GDP. Given Imperial's infrastructure and network,
it is ideally positioned to capitalise on these growth opportunities and gain more business.
Expansion into Africa is a key priority and will continue to gain momentum. CIC will also play
a key role in our African expansion into the fast-growing FMCG sector. Acquisitions in both
South Africa and the rest of Africa will be a further growth driver.
The strong growth experienced in our International Logistics division over the past three years
has created a substantial base for further growth. The Lehnkering acquisition and the favourable
terms of the financing arrangements will make a positive impact on the results for the coming
financial year as it will make a contribution for the full year. Despite the economic crisis in
Europe, we are positive about the medium term prospects of our International Logistics business.
It is well positioned in attractive niches in the logistics industry in Germany and acquisitions
could be a further growth driver. Our management in Germany continues to be vigilant in assessing
the situation across Europe in order to be able to react to any significant developments that
affect our related business and volumes.
In a competitive car rental market, we are focused on improving brand awareness and yield,
while optimising our fleet size and managing costs even tighter. Used vehicle demand is
expected to improve on the back of a weaker currency as the gap between the cost of new and used
vehicles widens. Results from our tourism operations will continue to be affected by global
economic conditions.
The growth rate in new vehicle sales in South Africa is expected to slow as the base is now
substantially higher, however, the recent reduction in interest rates will support demand.
Despite the recent weakening of the currency, cars remain affordable as vehicle price increases
lag inflation. The growth in the car parc of our brands will enable us to earn increasing
annuity income streams from parts and service activities. Businesses that augment and are
allied to our motor related activities should also continue to grow.
The Autoparts business is not affected directly by new vehicle sales and should continue to
perform solidly as initiatives to expand its product range and geographic footprint bear fruit.
Goscor will continue performing well as it capitalises on a strong order book, growth in its
rental business and after sales maintenance opportunities.
Whilst underwriting conditions are unpredictable, earnings in the Financial Services division
should grow in the future. We have not yet reached our full potential in this market and there
is still significant opportunity in this area of the group due to our positioning in the motor
industry. Regent's investment portfolio continues to be conservatively managed. Liquid Capital
will continue leveraging its position by innovating new products and partnerships to create new
sources of revenue and growth. It will generate growing annuity earnings on the back of new
business being placed on its book in the current strong vehicle sales cycle.
Overall, our businesses are well positioned in each of their markets to seek growth opportunities
in and adjacent to their existing industries. Despite significant organic and acquisitive growth
during the last few years, the group's statement of financial position remains strong and can
therefore take advantage of such opportunities as they arise.
The group experienced strong growth over the past number of years and has established a much
higher level of performance. Given current market conditions, growth is expected in the 2013
financial year, albeit at a slower rate.
Retirement of executive director
Tak Hiemstra recently announced his intention to retire at the end of September 2012. He will
however, remain on the board as a non-executive director of the company. He played an
instrumental role in the group over the years in the establishment of important new businesses,
key acquisitions and as a member of the leadership team. Imperial expresses its gratitude to him
for 20 years of dedicated service to the group and we look forward to his contribution as a
non-executive director. Mr Hiemstra's responsibilities for strategic development will be assumed
by Mr Mohammed Akoojee, a member of the executive committee since January 2011.
By order of the board
TS Gcabashe
Chairman
HR Brody
Chief Executive
AH Mahomed
Financial Director
Declaration of preference and ordinary dividends for the year ended 30 June 2012
Ordinary shareholders
Notice is hereby given that a gross ordinary dividend in an amount of 380 cents per ordinary
share has been declared payable, by the Board of Imperial, to holders of ordinary shares.
The ordinary dividend will be subject to a local dividend tax rate of 15%. The total STC credits
utilised for the ordinary dividend amounted to R3 715 771. The number of ordinary shares in
issue at the date of the declaration was 210 974 939 and consequently the STC credits utilised
amounted to 1.76124 cents per share. The net ordinary dividend, to those shareholders who are not
exempt from paying dividend tax, is therefore 323.26419 cents per share.
Preference shareholders
A further Notice is hereby given that a gross preference dividend of 372.267 cents per preference
share has been declared payable, by the Board of Imperial, to holders of non-redeemable,
non-participating preference shares.
The preference dividend will be subject to a local dividend tax rate of 15%. The total STC
credits utilised for the preference dividend amounted to R78 334. The number of preference
shares in issue at the date of the declaration was 4 540 041 and consequently the STC credits
utilised amounted to 1.72540 cents per share. The net preference dividend, to those shareholders
who are not exempt from paying dividend tax, is therefore 316.68576 cents per share.
The company has determined the following salient dates for the payment of the preference dividend
and ordinary dividend:
2012
Last day for preference shares and ordinary shares respectively to trade
cum-preferance dividend respectivly Thursday, 20 September
Preference and ordinary shares commence trading ex-preference
dividendrespectivly Friday, 21 September
Record date Friday, 28 September
Payment date Monday, 1 October
The company's income tax number is 9825778719.
Share certificates may not be dematerialised/rematerialised between Thursday, 28 September 2012
and Friday, 21 September 2012, both days inclusive.
On Monday, 1 October 2012, amounts due in respect of the preference dividend and the ordinary
dividend will be electronically transferred to the bank accounts of certificated shareholders
that utilise this facility. In respect of those who do not, cheques dated 1 October 2012 will be
posted on or about that date. Shareholders who have dematerialised their shares will have their
accounts, held at their CSDP or Broker, credited on Monday, 1 October 2012.
On behalf of the board
RA Venter
Group Company Secretary
21 August 2012
Condensed consolidated income statement
for the year ended 30 June % Audited Audited
change 2012 2011
Rm Rm
Revenue 25 80 830 64 667
Net operating expenses (73 402) (58 646)
Profit from operations before depreciation and recoupments 7 428 6 021
Depreciation, amortisation, impairments and recoupments (1 790) (1 495)
Operating profit 25 5 638 4 526
Impairment of properties, net of recoupments (32) 7
Amortisation of intangible assets arising on business combinations (128) (15)
Foreign exchange gains (losses) 16 (33)
Fair value losses on foreign exchange derivatives (26) (18)
Business acquisition costs (51)
Fair value gain on Lereko Mobility (Pty) Limited call option 279
Exceptional items (12) (46)
Profit before net financing costs and associates 15 5 405 4 700
Net finance cost including fair value gains and losses (681) (554)
Income from associates and joint ventures 46 34
Profit before tax 14 4 770 4 180
Income tax expense (1 382) (1 272)
Net profit for the year 3 388 2 908
Net profit attributable to:
Equity holders of Imperial Holdings Limited 2 980 2 562
Non-controlling interests 408 346
3 388 2 908
Condensed consolidated statement of comprehensive income
for the year ended 30 June Audited Audited
2012 2011
Rm Rm
Net profit for the year 3 388 2 908
Other comprehensive income:
Exchange gains arising on translation of foreign operations 210 26
Movement in valuation reserves 19
Realisation of available-for-sale investment by Ukhamba
Holdings (Pty) Limited (19)
Movement in hedge accounting reserves 409 39
Share of associates and joint ventures hedging reserve 18 (4)
Income tax relating to components of other comprehensive income 16
Total comprehensive income for the year 4 041 2 969
Total comprehensive income attributable to:
Equity holders of Imperial Holdings Limited 3 578 2 618
Non-controlling interests 463 351
4 041 2 969
Earnings per share information
for the year ended 30 June % Audited Audited
change 2012 2011
Rm Rm
Headline earnings reconciliation
Net attributable profit (earnings - basic) 2 980 2 562
Saving of finance costs by associate on sale of Imperial shares 21
Diluted earnings - basic 3 001 2 562
Profit on disposal of property, plant and equipment (29) (60)
Impairment of assets 49 24
Exceptional items 12 46
Exceptional items included in income from associates and joint ventures 19 17
Gain on sale of available-for-sale investments (19)
Tax 9 15
Non-controlling interests (14) 4
Headline earnings - diluted 3 028 2 608
Saving of finance costs by associate on sale of Imperial shares (21)
Headline earnings - basic 3 007 2 608
Earnings per share (cents)
- Basic 15 1 552 1 346
- Diluted 16 1 474 1 266
Headline earnings per share (cents)
- Basic 14 1 566 1 370
- Diluted 15 1 487 1 289
Core earnings reconciliation
Headline earnings - basic 3 007 2 608
Saving of finance costs by associate on sale of Imperial shares 21
Headline earnings - diluted 3 028 2 608
Amortisation of intangibles arising on business combinations, other than goodwill 128 15
Fair value gain on Lereko Mobility (Pty) Limited call option (279)
Business acquisition costs 51 15
Headline earnings from discontinued operations (34) (7)
CGT on post-acquisition earnings of associates disposed 2 1
Tax (47) (4)
Non-controlling interests 10
Core earnings - diluted 3 138 2 349
Saving of finance costs by associate on sale of Imperial shares (21)
Core earnings - basic 3 117 2 349
Core earnings per share (cents)
- Basic 32 1 623 1 234
- Diluted 33 1 541 1 161
Additional information
Net asset value per share (cents) 22 7 479 6 137
Dividend per ordinary share (cents) 42 680 480
Number of ordinary shares (million)
- in issue
- total shares 209,8 208,8
- net of shares repurchased and shares held by Lereko Mobility (Pty) Limited 196,1 195,1
- weighted average for basic 192,0 190,3
- weighted average for diluted earnings 203,6 202,3
Number of deferred ordinary shares in issue (million) 14,1 15,0
Details of net finance cost and exceptional items
for the year ended 30 June Audited Audited
2012 2011
Rm Rm
Net finance cost
Net interest paid 681 563
Foreign exchange loss on monetary items 88 62
Fair value gain on interest-rate swaps (88) (71)
681 554
Exceptional items
Impairment of goodwill (123) (52)
Net (loss) gain on disposal and rationalisation of investments
in subsidiaries, associates and (1) 6
joint ventures
Fair value adjustments on discontinued operations 112
(12) (46)
Condensed consolidated statement of financial position
at 30 June Audited Audited
2012 2011
Rm Rm
ASSETS
Intangible assets 4 234 1 823
Investments in associates and joint ventures 889 770
Property, plant and equipment 8 080 6 550
Transport fleet 4 336 3 627
Vehicles for hire 2 321 2 057
Deferred tax assets 930 661
Investments and loans 2 433 2 413
Non-current financial assets 242 244
Inventories 9 218 7 589
Tax in advance 195 138
Trade and other receivables 9 275 7 130
Cash resources 3 545 3 531
Total assets 45 698 36 533
EQUITY AND LIABILITIES
Capital and reserves
Share capital and share premium 22 9
Shares repurchased (220) (220)
Other reserves 503 111
Retained earnings 14 361 12 073
Attributable to Imperial Holdings' shareholders 14 666 11 973
Non-controlling interests 1 223 1 043
Total shareholders' equity 15 889 13 016
Liabilities
Non-redeemable, non-participating preference shares 441 441
Retirement benefit obligations 590 233
Interest-bearing borrowings 9 747 7 508
Insurance, investment, maintenance and warranty contracts 3 222 2 465
Deferred tax liabilities 1 107 549
Non-current financial liabilities 348 323
Trade and other payables and provisions 13 886 11 474
Current tax liabilities 468 524
Total liabilities 29 809 23 517
Total equity and liabilities 45 698 36 533
Capital commitments 1 112 1 007
Contingent liabilities 46 61
Condensed consolidated statement of cash flows
for the year ended 30 June Audited Audited
2012 2011
Rm Rm
Cash flows from operating activities
Cash generated by operations before movements in working capital 8 198 6 375
Movements in net working capital (758) (298)
Cash generated by operations before net capital expenditure on rental assets 7 440 6 077
Expansion capital expenditure - rental assets (352) (157)
Net replacement capital expenditure - rental assets (505) (174)
- Expenditure (2 120) (1 900)
- Proceeds 1 615 1 726
Cash generated by operations 6 583 5 746
Net financing costs (681) (563)
Tax paid (1 522) (1 221)
4 380 3 962
Cash flows from investing activities
Net acquisition of subsidiaries and businesses (1 868) (943)
Expansion capital expenditure - excluding rental assets (773) (530)
Net replacement capital expenditure - excluding rental assets (962) (667)
Proceeds from the sale of Imperial Bank Limited 477
Dividend received from Ukhamba Holdings (Pty) Limited 387
Net movement in other associates and joint ventures (94) 78
Net movement in investments, loans and other non-current financial instruments (63) (15)
(3 373) (1 600)
Cash flows from financing activities
Hedge cost premium paid (105) (205)
Repurchase of ordinary shares (156)
Cost incurred on cancellation of shares repurchased (8)
Repayment of IPL 3 and IC 01 corporate bonds (2 026)
Proceeds from the issuance of IPL 5 and IPL 6 corporate bonds 2 034
Repayment of IC 02 corporate bonds (522)
Proceeds on the syndicated bank term loan raised 2 482
Net decrease in interest-bearing borrowings (1 432) (225)
Change in non-controlling interests (177) (51)
Dividends paid (1 350) (983)
(1 104) (1 620)
Net (decrease) increase in cash and cash equivalents (97) 742
Cash and cash equivalents at beginning of year 2 926 2 184
Cash and cash equivalents at end of year 2 829 2 926
Condensed consolidated statement of changes in equity
for the year ended 30 June Share Shares re- Other Retained Attribu- Non- Total
capital purchased reserves earnings table to controlling share-
and Rm Rm Rm Imperial interests holders'
share Holdings' Rm equity
premium share- Rm
Rm holders
Rm
Balance at 30 June 2010 - Audited 10 (1 816) 433 12 513 11 140 806 11 946
Total comprehensive income 56 2 562 2 618 351 2 969
for the year
Movement in statutory reserves 20 (20)
Share-based equity reserve transferred to retained earnings 30 (30)
on vesting
Share-based equity reserve utilisation including hedging cost (205) (205) (205)
Share-based equity reserve charged to the income statement 122 122 (4) 118
Dividends paid (837) (837) (837)
Consolidation of 5 864 944 Imperial ordinary shares
held by Lereko Mobility (Pty) Limited as shares repurchased (665) (309) 309 (665) (665)
Purchase and cancellation of (1) 2 000 (2 007) (8) (8)
16 000 000 ordinary shares from subsidiary
Purchase and cancellation of (156) (156) (156)
1 465 719 ordinary shares from
open market
Reserve reallocation 261 (261)
Non-controlling interests arising 51 51
on business combinations
Net decrease in non-controlling interests (36) (36) (15) (51)
Non-controlling interests share (146) (146)
of dividends
Balance at 30 June 2011 - Audited 9 (220) 111 12 073 11 973 1 043 13 016
Total comprehensive income 598 2 980 3 578 463 4 041
for the year
Movement in statutory reserves (133) 133
Share-based equity reserve transferred to retained earnings 39 (39)
on vesting
Share-based equity reserve charged to the income statement 107 107 5 112
Share-based equity reserve utilisation including hedging cost (136) (136) (2) (138)
Dividends paid (1 091) (1 091) (1 091)
Dividends received from Ukumba Holdings (Pty) Limited in excess
of its carrying value 305 305 305
115 060 ordinary shares issued 13 13 13
Non-controlling interests arising on business combinations, net 36 36
of disposals
Net decrease in non-controlling interests (83) (83) (63) (146)
Non-controlling interests share (259) (259)
of dividends
Balance at 30 June 2012 - Audited 22 (220) 503 14 361 14 666 1 223 15 889
Notes to the condensed consolidated financial statements
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 30 June 2012 and the AC 500 standards issued by the Accounting
Practices Board or its successor. The results are presented in accordance with IAS 34 - Interim
Financial Reporting and comply with the Listings Requirements of the JSE Limited and the
Companies Act of South Africa, 2008. These financial statements do not include all the
information required for full annual financial statements and should be read in conjunction with
the consolidated financial statements as at and for the year ended 30 June 2011.
These condensed consolidated financial statements were approved by the board of directors on
21 August 2012.
Accounting policies
The accounting policies adopted and methods of computation used in the preparation of the
condensed consolidated financial statements are in terms of IFRS and are consistent with those
of the annual financial statements for the year ended 30 June 2011, except where the Group has
adopted new or revised accounting standards.
New accounting standards
The Group adopted accounting standards and interpretations that became applicable during the
current reporting period. None of these have had a significant impact on the Group's accounting
policies and methods of computation, and there is therefore no impact in the current and prior
year results.
Core earnings
The Group reports a core earnings number which excludes significant non-operational items of
income and expenditure from reported headline earnings.
Discontinued operations
Discontinued operations are immaterial to the Group. Their results are included in continuing
operations in the income statement and under Head Office and Eliminations on the segment report.
The impact on the trading result is insignificant and fair value adjustments of R112 million have
been included in exceptional items.
Subsequent events
In terms of the Ukhamba black economic empowerment transaction, 1 131 910 deferred ordinary
shares have converted to ordinary shares with effect from 1 July 2012. These shares will be
listed on the Johannesburg Securities Exchange.
Audit opinion
The auditors, Deloitte & Touche, have issued their opinion on the Group's annual financial
statements for the year ended 30 June 2012. The audit was conducted in accordance with
International Standards on Auditing. They have issued an unmodified audit opinion. A copy of
their audit report is available for inspection at the company's registered office, and is
incorporated in the full annual financial statements. Any reference to future performance
included in this announcement has not been reviewed or reported on by the company's auditors.
Preparer of financial statements
These condensed consolidated financial statements have been prepared under the supervision of
R Mumford CA(SA) and have been audited in terms of section 29 (1) of the Companies Act of
South Africa, 2008.
Operational segmental reporting
For management purposes, the Group is organised into five major operating divisions - Logistics,
Car Rental and Tourism, Distributorships, Automotive Retail and Financial Services. These
divisions are the basis on which the Group reports its primary segment information.
The principal services and products of each of these divisions are as follows:
Logistics - provides complete logistics solutions including transportation, warehousing, inland
waterway shipping, container handling and related value-added services.
Car Rental and Tourism - vehicle rental operations span the domestic corporate and leisure
sectors as well as inbound tourists, with extensive support services. Tourism operations include
inbound tour operations and niche tourism services.
Distributorships - this segment imports and distributes a range of passenger, commercial vehicles,
automotive products, industrial equipment, motorcycles and light aircraft.
Automotive Retail - consists of a large network of motor vehicle and commercial vehicle
dealerships in South Africa and represents most of the major original equipment manufacturers
(OEM's). It also manufactures and sells caravans and canopies.
Financial Services - comprises insurance operations which are focused on a range of short-,
medium- and long-term insurance and assurance products that are predominantly associated with
the automotive market, the sale of warranty and maintenance products, income from joint ventures
on the sale of financial services, cell captive arrangements and factoring of premium finance
operations.
Business combinations
Subsidiaries and businesses acquired Nature of Operational Date Interest Purchase
business segment acquired acquired consideration
(%) transferred
Rm
Lehnkering Group Logistics Logistics Jan-12 100 1 892
Transport Holdings Botswana Group Transport logistics Logistics Mar-12 80 66
Accordian Investments (Pty) Ltd Distributor & importer Distributorships Jul-11 60 (11)
Watts Truck Centre Limited (Glouchester) Vehicle sales & services Automotive retail Feb-12 100 26
Bobcat Group Industrial equipment Distributorships Jun-12 67,5 19
Individual immaterial business combinations 249
Total purchase consideration transferred 2 241
Reason for the acquisitions
We aquired a further 20% interest in Accordian Investments, a previously held associate in which
we held 40% resulting in its acquisition as a subsidiary, to expand our distribution business.
Lehnkering Group, was acquired to expand the International logistics business and to benefit from
synergies within the shipping business.
Watts Truck Centre (Glouchester), was acquired to expand our automotive retail business within
the United Kingdom.
Bobcat Group, was acquired to expand our distribution business.
We acquired a further 40% interest in Transport Holdings Botswana, a previously held associate in
which we held 40% resulting in its acquisition as a subsidiary, to expand our logistics
business within Africa.
Fair value of assets acquired and liabilities Total Lehnkering Transport Accordian Watts Truck Bobcat Individually
Rm Group Holdings Investments Centre Group immaterial
Rm Botswana (Pty) Ltd Limited Rm acquisitions
Group Rm (Glouchester) Rm
Rm Rm
Assets
Intangible assets 872 857 3 1 11
Investments, loans, associates and joint ventures 55 40 3 12
Property, plant and equipment 1 045 935 11 2 4 11 82
Transport fleet 467 245 54 168
Vehicles for hire 50 47 3
Non-current financial assets 16 11 5
Deferred tax assets 97 91 2 4
Inventories 383 98 3 142 56 70 14
Tax in advance 28 25 2 1
Trade and other receivables 2 097 1 807 70 57 38 39 86
Loans due by group entities 52 40 12
Cash resources 312 256 19 8 3 26
5 474 4 405 163 201 108 185 412
Liabilities
Retirement benefit obligations 342 342
Interest-bearing borrowings 1 476 1 161 32 118 35 130
Deferred tax liabilities 435 395 11 5 24
Non-current financial liabilities 1 1
Trade and other payables and provisions 2 492 2 055 60 112 106 87 72
Loans due to group entities 142 8 16 39 79
Current tax liabilities 44 39 1 4
4 932 4 000 104 246 106 166 310
Acquirees' carrying amount at acquisition 542 405 59 (45) 2 19 102
Less: Non-controlling interests (58) (28) 18 (6) (42)
Net assets acquired 484 405 31 (27) 2 13 60
Purchase consideration transferred 2 241 1 892 66 (11) 26 19 249
- Cash 2 147 1 892 52 2 26 6 169
- Contingent consideration 76 13 63
- Fair value of other assets transferred 5 5
- Fair value of previously held interest 13 14 (18) 17
Excess of purchase price over 1 757 1 487 35 16 24 6 189
net assets acquired
Trade and other receivables acquired had gross contractual amounts of R2 110 million of which
R13 million was doubtful. None of the goodwill is expected to be deductible for tax purposes.
Non-controlling interests have been calculated based on their proportionate share in net assets.
Details of contingent consideration
The contingent consideration requires the group to pay the vendors an additional total amount of
R76 million over three years if the entities' net profit after tax exceeds certain earnings
targets.
Acquisition costs
Acquisition costs amounting to R51 million has been excluded from the purchase consideration
and have been recognised as an expense during the year.
Impact of the acquisitions on the results of the Group Total Lehnkering Transport Accordian Watts Truck Bobcat Individually
Group Holdings Investments Centre Group immaterial
Botswana (Pty) Ltd Limited acquisitions
Group (Glouchester)
From the dates of acquisition, the acquired
businesses contributed:
Revenue 4 214 2 993 121 464 119 517
Attributable profit 111 96 3 1 11
Had all the acquisitions been consolidated from
1 July 2011 the income statement would have included:
Revenue 7 817 5 867 313 464 317 223 633
Attributable profit 214 180 13 3 4 14
Segmental information - Financial position
Group Group
2012 2011
at 30 June Rm Rm
Business segmentation
Assets
Intangible assets 4 234 1 823
Investments, associates and joint ventures 2 786 2 548
Property, plant and equipment 8 080 6 550
Transport fleet 4 336 3 627
Vehicles for hire 2 321 2 057
Non-current financial assets 242 244
Inventories 9 218 7 589
Trade and other receivables 9 275 7 130
Cash resources in financial services businesses 1 083 1 247
Operating assets 41 575 32 815
Deferred tax assets 930 661
Loans to associates and other investments 536 635
Tax in advance 195 138
Cash resources 2 462 2 284
Total assets per statement of financial position 45 698 36 533
Liabilities
Retirement benefit obligations 590 233
Insurance, investment, maintenance and warranty contracts 3 222 2 465
Trade and other payables and provisions 13 886 11 474
Non-current financial liabilities 348 323
Non-interest-bearing liabilities 18 046 14 495
Non-redeemable, non-participating preference shares 441 441
Interest-bearing borrowings 9 747 7 508
Deferred tax liabilities 1 107 549
Current tax liabilities 468 524
Total liabilities per statement of financial position 29 809 23 517
Geographic segmentation
Operating assets 41 575 32 815
- South Africa 28 400 26 811
- Rest of Africa 2 866 1 454
- Rest of world 10 309 4 550
Non-interest-bearing liabilities 18 046 14 495
- South Africa 13 191 12 101
- Rest of Africa 1 178 605
- Rest of world 3 677 1 789
Interest-bearing borrowings 9 747 7 508
- South Africa 3 503 4 227
- Rest of Africa 632 320
- Rest of world 5 612 2 961
Gross capital expenditure 4 913 3 843
- South Africa 4 315 3 383
- Rest of Africa 209 103
- Rest of world 389 357
Gross capital expenditure 4 913 3 843
Less: Proceeds on disposal (2 252) (2 315)
Net capital expenditure 2 661 1 528
Logistics Logistics
2012 2011
at 30 June Rm Rm
Business segmentation
Assets
Intangible assets 3 602 1 191
Investments, associates and joint ventures 136 99
Property, plant and equipment 2 973 1 858
Transport fleet 4 381 3 673
Vehicles for hire
Non-current financial assets
Inventories 414 254
Trade and other receivables 5 631 4 233
Cash resources in financial services businesses
Operating assets 17 137 11 308
Deferred tax assets
Loans to associates and other investments
Tax in advance
Cash resources
Total assets per statement of financial position
Liabilities
Retirement benefit obligations 590 233
Insurance, investment, maintenance and warranty contracts
Trade and other payables and provisions 6 050 4 213
Non-current financial liabilities 123 25
Non-interest-bearing liabilities 6 763 4 471
Non-redeemable, non-participating preference shares
Interest-bearing borrowings
Deferred tax liabilities
Current tax liabilities
Total liabilities per statement of financial position
Geographic segmentation
Operating assets 17 137 11 308
- South Africa 7 092 7 377
- Rest of Africa 1 798 962
- Rest of world 8 247 2 969
Non-interest-bearing liabilities 6 763 4 471
- South Africa 3 221 2 792
- Rest of Africa 537 370
- Rest of world 3 005 1 309
Interest-bearing borrowings 6 216 2 541
- South Africa 2 013 1 833
- Rest of Africa 471 239
- Rest of world 3 732 469
Gross capital expenditure 1 631 1 155
- South Africa 1 110 830
- Rest of Africa 177 89
- Rest of world 344 236
Gross capital expenditure 1 631 1 155
Less: Proceeds on disposal (322) (360)
Net capital expenditure 1 309 795
Car Rental Car Rental
and Tourism and Tourism
2012 2011
at 30 June Rm Rm
Business segmentation
Assets
Intangible assets 54 85
Investments, associates and joint ventures 8 7
Property, plant and equipment 453 436
Transport fleet
Vehicles for hire 1 783 1 713
Non-current financial assets
Inventories 295 398
Trade and other receivables 216 309
Cash resources in financial services businesses
Operating assets 2 809 2 948
Deferred tax assets
Loans to associates and other investments
Tax in advance
Cash resources
Total assets per statement of financial position
Liabilities
Retirement benefit obligations
Insurance, investment, maintenance and warranty contracts
Trade and other payables and provisions 380 426
Non-current financial liabilities
Non-interest-bearing liabilities 380 426
Non-redeemable, non-participating preference shares
Interest-bearing borrowings
Deferred tax liabilities
Current tax liabilities
Total liabilities per statement of financial position
Geographic segmentation
Operating assets 2 809 2 948
- South Africa 2 761 2 904
- Rest of Africa 48 44
- Rest of world
Non-interest-bearing liabilities 380 426
- South Africa 358 409
- Rest of Africa 22 17
- Rest of world
Interest-bearing borrowings 1 196 1 429
- South Africa 1 158 1 449
- Rest of Africa 38 (20)
- Rest of world
Gross capital expenditure 1 588 1 540
- South Africa 1 559 1 529
- Rest of Africa 29 11
- Rest of world
Gross capital expenditure 1 588 1 540
Less: Proceeds on disposal (987) (1 175)
Net capital expenditure 601 365
Distri- Distri-
butorships butorships
2012 2011
at 30 June Rm Rm
Business segmentation
Assets
Intangible assets 417 394
Investments, associates and joint ventures 125 62
Property, plant and equipment 2 618 2 289
Transport fleet
Vehicles for hire 402 263
Non-current financial assets
Inventories 5 955 4 619
Trade and other receivables 2 044 1 383
Cash resources in financial services businesses
Operating assets 11 561 9 010
Deferred tax assets
Loans to associates and other investments
Tax in advance
Cash resources
Total assets per statement of financial position
Liabilities
Retirement benefit obligations
Insurance, investment, maintenance and warranty contracts 82 33
Trade and other payables and provisions 3 530 3 513
Non-current financial liabilities 16 17
Non-interest-bearing liabilities 3 628 3 563
Non-redeemable, non-participating preference shares
Interest-bearing borrowings
Deferred tax liabilities
Current tax liabilities
Total liabilities per statement of financial position
Geographic segmentation
Operating assets 11 561 9 010
- South Africa 10 502 8 093
- Rest of Africa 85 49
- Rest of world 974 868
Non-interest-bearing liabilities 3 628 3 563
- South Africa 3 446 3 400
- Rest of Africa 49 34
- Rest of world 133 129
Interest-bearing borrowings 2 916 2 002
- South Africa 2 161 1 337
- Rest of Africa 123 101
- Rest of world 632 564
Gross capital expenditure 553 726
- South Africa 533 688
- Rest of Africa 1
- Rest of world 19 38
Gross capital expenditure 553 726
Less: Proceeds on disposal (170) (384)
Net capital expenditure 383 342
Automotive Automotive
Retail Retail
2012 2011
at 30 June Rm Rm
Business segmentation
Assets
Intangible assets 129 119
Investments, associates and joint ventures 7 7
Property, plant and equipment 1 704 1 654
Transport fleet
Vehicles for hire
Non-current financial assets
Inventories 2 357 2 112
Trade and other receivables 856 748
Cash resources in financial services businesses
Operating assets 5 053 4 640
Deferred tax assets
Loans to associates and other investments
Tax in advance
Cash resources
Total assets per statement of financial position
Liabilities
Retirement benefit obligations
Insurance, investment, maintenance and warranty contracts
Trade and other payables and provisions 2 297 2 009
Non-current financial liabilities 1
Non-interest-bearing liabilities 2 298 2 009
Non-redeemable, non-participating preference shares
Interest-bearing borrowings
Deferred tax liabilities
Current tax liabilities
Total liabilities per statement of financial position
Geographic segmentation
Operating assets 5 053 4 640
- South Africa 4 363 4 043
- Rest of Africa
- Rest of world 690 597
Non-interest-bearing liabilities 2 298 2 009
- South Africa 1 850 1 663
- Rest of Africa
- Rest of world 448 346
Interest-bearing borrowings 858 772
- South Africa 739 685
- Rest of Africa
- Rest of world 119 87
Gross capital expenditure 321 222
- South Africa 295 188
- Rest of Africa
- Rest of world 26 34
Gross capital expenditure 321 222
Less: Proceeds on disposal (93) (144)
Net capital expenditure 228 78
Financial Financial
Services Services
2012 2011
at 30 June Rm Rm
Business segmentation
Assets
Intangible assets 32 29
Investments, associates and joint ventures 2 208 2 230
Property, plant and equipment 143 124
Transport fleet
Vehicles for hire 665 498
Non-current financial assets 242 244
Inventories 346 230
Trade and other receivables 457 478
Cash resources in financial services businesses 1 083 1 247
Operating assets 5 176 5 080
Deferred tax assets
Loans to associates and other investments
Tax in advance
Cash resources
Total assets per statement of financial position
Liabilities
Retirement benefit obligations
Insurance, investment, maintenance and warranty contracts 3 140 2 432
Trade and other payables and provisions 1 732 1 369
Non-current financial liabilities
Non-interest-bearing liabilities 4 872 3 801
Non-redeemable, non-participating preference shares
Interest-bearing borrowings
Deferred tax liabilities
Current tax liabilities
Total liabilities per statement of financial position
Geographic segmentation
Operating assets 5 176 5 080
- South Africa 4 241 4 684
- Rest of Africa 935 396
- Rest of world
Non-interest-bearing liabilities 4 872 3 801
- South Africa 4 300 3 630
- Rest of Africa 572 171
- Rest of world
Interest-bearing borrowings (1 314) (916)
- South Africa (1 314) (916)
- Rest of Africa
- Rest of world
Gross capital expenditure 831 185
- South Africa 830 182
- Rest of Africa 1 3
- Rest of world
Gross capital expenditure 831 185
Less: Proceeds on disposal (524) (218)
Net capital expenditure 307 (33)
Head Office Head Office
and and
Eliminations Eliminations
2012 2011
at 30 June Rm Rm
Business segmentation
Assets
Intangible assets 5
Investments, associates and joint ventures 302 143
Property, plant and equipment 189 189
Transport fleet (45) (46)
Vehicles for hire (529) (417)
Non-current financial assets
Inventories (149) (24)
Trade and other receivables 71 (21)
Cash resources in financial services businesses
Operating assets (161) (171)
Deferred tax assets
Loans to associates and other investments
Tax in advance
Cash resources
Total assets per statement of financial position
Liabilities
Retirement benefit obligations
Insurance, investment, maintenance and warranty contracts
Trade and other payables and provisions (103) (56)
Non-current financial liabilities 208 281
Non-interest-bearing liabilities 105 225
Non-redeemable, non-participating preference shares
Interest-bearing borrowings
Deferred tax liabilities
Current tax liabilities
Total liabilities per statement of financial position
Geographic segmentation
Operating assets (161) (171)
- South Africa (559) (290)
- Rest of Africa 3
- Rest of world 398 116
Non-interest-bearing liabilities 105 225
- South Africa 16 207
- Rest of Africa (2) 13
- Rest of world 91 5
Interest-bearing borrowings (125) 1 680
- South Africa (1 254) (161)
- Rest of Africa
- Rest of world 1 129 1 841
Gross capital expenditure (11) 15
- South Africa (12) (34)
- Rest of Africa 1
- Rest of world 49
Gross capital expenditure (11) 15
Less: Proceeds on disposal (156) (34)
Net capital expenditure (167) (19)
Segmental information - Income statement
Group Group
2012 2011
for the year ended 30 June Rm Rm
Business segmentation
Revenue
- Sales of goods 46 881 38 182
- Rendering of services 30 953 23 849
- Gross premiums received 2 875 2 558
- Other 121 78
80 830 64 667
Inter-segment revenue
80 830 64 667
Operating expenses including cost of sales (73 671) (58 931)
Investment income 186 209
Fair value gains on investments 83 76
Depreciation, amortisation and impairments (1 806) (1 528)
Recoupments (excluding properties) 16 33
Operating profit 5 638 4 526
Impairment of properties, net of recoupments (32) 7
Amortisation of intangible assets arising on business comb (128) (15)
Foreign exchange gains (losses) 16 (33)
Fair value (losses) gains on foreign exchange derivatives (26) (18)
Business acquisition costs (51)
Fair value gain on Lereko Mobility (Pty) Limited call option 279
Profit before net financing costs and exceptional items 5 417 4 746
Net finance cost including fair value gains and losses (681) (554)
Income from associates and joint ventures 46 34
Profit before tax and exceptional items 4 782 4 226
Income tax excluding tax on exceptional items (1 379) (1 271)
Profit after tax before exceptional items 3 403 2 955
Geographic segmentation
Revenue 80 830 64 667
- South Africa 59 311 50 330
- Rest of Africa 4 656 3 120
- Rest of world 16 863 11 217
Operating profit 5 638 4 526
- South Africa 4 669 3 922
- Rest of Africa 298 239
- Rest of world 671 365
Net finance cost including fair value gains and losses 681 554
- South Africa 489 474
- Rest of Africa 33 27
- Rest of world 159 53
Logistics Logistics
2012 2011
for the year ended 30 June Rm Rm
Business segmentation
Revenue
- Sales of goods 3 362 2 294
- Rendering of services 24 140 18 209
- Gross premiums received
- Other 119 72
27 621 20 575
Inter-segment revenue 83 61
27 704 20 636
Operating expenses including cost of sales (25 300) (18 782)
Investment income
Fair value gains on investments
Depreciation, amortisation and impairments (910) (743)
Recoupments (excluding properties) 14 25
Operating profit 1 508 1 136
Impairment of properties, net of recoupments 8 37
Amortisation of intangible assets arising on business comb (125) (15)
Foreign exchange gains (losses) (6)
Fair value (losses) gains on foreign exchange derivatives 2
Business acquisition costs (47)
Fair value gain on Lereko Mobility (Pty) Limited call option
Profit before net financing costs and exceptional items 1 346 1 152
Net finance cost including fair value gains and losses (322) (216)
Income from associates and joint ventures 29 17
Profit before tax and exceptional items 1 053 953
Income tax excluding tax on exceptional items (302) (360)
Profit after tax before exceptional items 751 593
Geographic segmentation
Revenue 27 704 20 636
- South Africa 12 741 11 333
- Rest of Africa 3 716 2 455
- Rest of world 11 247 6 848
Operating profit 1 508 1 136
- South Africa 756 644
- Rest of Africa 154 142
- Rest of world 598 350
Net finance cost including fair value gains and losses 322 216
- South Africa 205 194
- Rest of Africa 24 17
- Rest of world 93 5
Car Rental Car Rental
and Tourism and Tourism
2012 2011
for the year ended 30 June Rm Rm
Business segmentation
Revenue
- Sales of goods 1 166 1 162
- Rendering of services 2 428 2 071
- Gross premiums received
- Other 5
3 594 3 238
Inter-segment revenue 207 75
3 801 3 313
Operating expenses including cost of sales (2 915) (2 485)
Investment income
Fair value gains on investments
Depreciation, amortisation and impairments (506) (477)
Recoupments (excluding properties)
Operating profit 380 351
Impairment of properties, net of recoupments
Amortisation of intangible assets arising on business combinations
Foreign exchange gains (losses)
Fair value (losses) gains on foreign exchange derivatives
Business acquisition costs
Fair value gain on Lereko Mobility (Pty) Limited call option
Profit before net financing costs and exceptional items 380 351
Net finance cost including fair value gains and losses (134) (141)
Income from associates and joint ventures 1 1
Profit before tax and exceptional items 247 211
Income tax excluding tax on exceptional items (71) (61)
Profit after tax before exceptional items 176 150
Geographic segmentation
Revenue 3 801 3 313
- South Africa 3 687 3 171
- Rest of Africa 114 142
- Rest of world
Operating profit 380 351
- South Africa 367 324
- Rest of Africa 13 27
- Rest of world
Net finance cost including fair value gains and losses 134 141
- South Africa 132 138
- Rest of Africa 2 3
- Rest of world
Distri- Distri-
butorships butorships
2012 2011
for the year ended 30 June Rm Rm
Business segmentation
Revenue
- Sales of goods 25 130 19 656
- Rendering of services 2 117 1 466
- Gross premiums received
- Other
27 247 21 122
Inter-segment revenue 1 071 825
28 318 21 947
Operating expenses including cost of sales (25 694) (19 986)
Investment income
Fair value gains on investments
Depreciation, amortisation and impairments (171) (124)
Recoupments (excluding properties) 3 7
Operating profit 2 456 1 844
Impairment of properties, net of recoupments (43)
Amortisation of intangible assets arising on business comb (4)
Foreign exchange gains (losses) (18) 5
Fair value (losses) gains on foreign exchange derivatives 5 (26)
Business acquisition costs (1)
Fair value gain on Lereko Mobility (Pty) Limited call option
Profit before net financing costs and exceptional items 2 395 1 823
Net finance cost including fair value gains and losses (213) (199)
Income from associates and joint ventures 29 18
Profit before tax and exceptional items 2 211 1 642
Income tax excluding tax on exceptional items (637) (466)
Profit after tax before exceptional items 1 574 1 176
Geographic segmentation
Revenue 28 318 21 947
- South Africa 24 932 19 120
- Rest of Africa 321 268
- Rest of world 3 065 2 559
Operating profit 2 456 1 844
- South Africa 2 411 1 813
- Rest of Africa 2 1
- Rest of world 43 30
Net finance cost including fair value gains and losses 213 199
- South Africa 177 169
- Rest of Africa 7 7
- Rest of world 29 23
Automotive Automotive
Retail Retail
2012 2011
for the year ended 30 June Rm Rm
Business segmentation
Revenue
- Sales of goods 17 193 15 013
- Rendering of services 1 749 1 496
- Gross premiums received
- Other
18 942 16 509
Inter-segment revenue 618 641
19 560 17 150
Operating expenses including cost of sales (18 888) (16 545)
Investment income
Fair value gains on investments
Depreciation, amortisation and impairments (98) (99)
Recoupments (excluding properties) (1) (9)
Operating profit 573 497
Impairment of properties, net of recoupments (22) (2)
Amortisation of intangible assets arising on business combinations
Foreign exchange gains (losses) 2 1
Fair value (losses) gains on foreign exchange derivatives
Business acquisition costs
Fair value gain on Lereko Mobility (Pty) Limited call option
Profit before net financing costs and exceptional items 553 496
Net finance cost including fair value gains and losses (111) (109)
Income from associates and joint ventures
Profit before tax and exceptional items 442 387
Income tax excluding tax on exceptional items (132) (109)
Profit after tax before exceptional items 310 278
Geographic segmentation
Revenue 19 560 17 150
- South Africa 17 017 15 410
- Rest of Africa
- Rest of world 2 543 1 740
Operating profit 573 497
- South Africa 538 461
- Rest of Africa
- Rest of world 35 36
Net finance cost including fair value gains and losses 111 109
- South Africa 104 105
- Rest of Africa
- Rest of world 7 4
Financial Financial
Services Services
2012 2011
for the year ended 30 June Rm Rm
Business segmentation
Revenue
- Sales of goods
- Rendering of services 484 589
- Gross premiums received 2 875 2 558
- Other 2
3 361 3 147
Inter-segment revenue 638 262
3 999 3 409
Operating expenses including cost of sales (3 431) (2 848)
Investment income 271 253
Fair value gains on investments 83 76
Depreciation, amortisation and impairments (147) (133)
Recoupments (excluding properties) 3
Operating profit 775 760
Impairment of properties, net of recoupments 6
Amortisation of intangible assets arising on business combinations
Foreign exchange gains (losses) (1)
Fair value (losses) gains on foreign exchange derivatives
Business acquisition costs (2)
Fair value gain on Lereko Mobility (Pty) Limited call option
Profit before net financing costs and exceptional items 779 759
Net finance cost including fair value gains and losses (1)
Income from associates and joint ventures 32 18
Profit before tax and exceptional items 810 777
Income tax excluding tax on exceptional items (201) (203)
Profit after tax before exceptional items 609 574
Geographic segmentation
Revenue 3 999 3 409
- South Africa 3 494 3 155
- Rest of Africa 505 254
- Rest of world
Operating profit 775 760
- South Africa 646 692
- Rest of Africa 129 68
- Rest of world
Net finance cost including fair value gains and losses 1
- South Africa 1
- Rest of Africa
- Rest of world
Head Office Head Office
and and
Eliminations Eliminations
2012 2011
for the year ended 30 June Rm Rm
Business segmentation
Revenue
- Sales of goods 30 57
- Rendering of services 35 18
- Gross premiums received
- Other 1
65 76
Inter-segment revenue (2 617) (1 864)
(2 552) (1 788)
Operating expenses including cost of sales 2 557 1 715
Investment income (85) (44)
Fair value gains on investments
Depreciation, amortisation and impairments 26 48
Recoupments (excluding properties) 7
Operating profit (54) (62)
Impairment of properties, net of recoupments 19 (28)
Amortisation of intangible assets arising on business comb 1
Foreign exchange gains (losses) 32 (32)
Fair value (losses) gains on foreign exchange derivatives (33) 8
Business acquisition costs (1)
Fair value gain on Lereko Mobility (Pty) Limited call option 279
Profit before net financing costs and exceptional items (36) 165
Net finance cost including fair value gains and losses 100 111
Income from associates and joint ventures (45) (20)
Profit before tax and exceptional items 19 256
Income tax excluding tax on exceptional items (36) (72)
Profit after tax before exceptional items (17) 184
Geographic segmentation
Revenue (2 552) (1 788)
- South Africa (2 560) (1 859)
- Rest of Africa 1
- Rest of world 8 70
Operating profit (54) (62)
- South Africa (49) (12)
- Rest of Africa 1
- Rest of world (5) (51)
Net finance cost including fair value gains and losses (100) (111)
- South Africa (130) (132)
- Rest of Africa
- Rest of world 30 21
Non-executive directors: TS Gcabashe (Chairman), SL Botha, T Dingaan, S Engelbrecht, P Langeni,
MJ Leeming, MV Moosa, RJA Sparks, A Tugendhaft (Deputy chairman), Y Waja
Executive directors: HR Brody (Chief Executive), OS Arbee, MP de Canha, RL Hiemstra,
AH Mahomed, GW Riemann (German), M Swanepoel
Other executive committee members: M Akoojee, BJ Francis, P Michaux, M Mosola, JJ Strydom
Company secretary: RA Venter
Business address and registered office:
Imperial Place, Jeppe Quondam, 79 Boeing Road East, Bedfordview, 2007
Share transfer secretaries:
Computershare Investor Services (Pty) Limited, 70 Marshall Street, Johannesburg, 2001
Sponsor:
Merrill Lynch SA (Pty) Limited, 138 West Street, Sandown Sandton, 2196
Date: 22/08/2012 07:05:00 Supplied by www.sharenet.co.za
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