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CARTRACK HOLDINGS LIMITED - Condensed Annual Financial Results for the year ended 29 February 2016

Release Date: 31/05/2016 07:05
Code(s): CTK     PDF:  
Wrap Text
Condensed Annual Financial Results for the year ended 29 February 2016

CARTRACK HOLDINGS LIMITED  
(Incorporated in the Republic of South Africa) 
(Registration number 2005/036316/06) 
Share code: CTK 
ISIN: ZAE000198305 
("Cartrack" or "the company") 

CONDENSED ANNUAL
FINANCIAL RESULTS
2016

FLEET MANAGEMENT STOLEN VEHICLE RECOVERY INSURANCE TELEMATICS

CONDENSED ANNUAL
FINANCIAL RESULTS 2016

HIGHLIGHTS

Revenue of R1 billion, up 20%

DPS for the full year of 55 cents, up 20%

Profit after tax of R259.5 million, up 25%

Subscriber base of 502 849 units, up 17%

Operating profit of R344.8 million up 19%

Final dividend of 35 cents per share

HEPS of 81 cents, up 27%

EBITDA margin of 46% (2015: 43%)

EBITDA of R463.1 million, up 28%

Operating profit margin of 34% (2015: 35%)

Audited vehicle recovery rate at 94%, up 1%

COMMENTARY
Group profile
Cartrack is a leading global provider of Fleet Management, Stolen Vehicle Recovery and Insurance
Telematics services. The Group's activities are focused on the design, development and installation of
Telematics technology; data collection and analysis and the delivery of fleet and mobile asset management
solutions delivered as Software-as-a-Service ("SaaS") and the tracking and recovery of vehicles.

Cartrack has a presence in 21 countries in Africa, Europe, Asia and the Middle East. With an active subscriber
base of over 502 000 customers, the Group ranks among the top Telematics companies globally.

Group performance
Cartrack increased headline earnings by 27% to R241.9 million (2015: R191 million) and headline
earnings per share by 27% to 81 cents (2015: 64 cents). A final cash dividend of 35 cents per share  
(2015: 30 cents) was declared, bringing the total dividend for the year to 55 cents per share, which
represents a 20% increase on the prior year.

The Group grew revenue by 20% to R1 billion with all regions contributing to this growth. The targeted
revenue growth for 2016 has been substantially realised, despite the trading conditions experienced
proving to be more adverse than originally forecast.

The global active subscriber base grew by 17% or some 72 000 units to 502 849 units. Contract
subscription revenue grew by 20% and continues to represent 84% of total revenue. The Fleet
Management subscriber base grew by 60 580 units, now representing 56% (2015: 51%) of the Cartrack
active contract base.

Profit before tax increased by 23% to R362.3 million. Good profitability was experienced in all regions,
apart from the new country start-ups in Asia and the Middle East. As part of its international expansion
drive, Cartrack opened new operations in six countries in Asia and the Middle East at the end of 2015,
using the established Singapore business as the central hub for the region. As expected, the costs
associated with such an expansion impacted negatively on the combined profitability of the international           
businesses. No new international businesses were acquired or started during 2016 as the Group
focused on establishing the new operations in Asia. Revenue from international operations grew 25%
to R256.9 million, which represents 26% (2015: 25%) of global revenue. New expansion opportunities
continue to be a focus point and are investigated on merit.

Impact of foreign exchange rate changes on financial performance
Despite the sharp decline in the South African Rand, the net effect of currency fluctuations on Cartrack's
global business over the past year has impacted positively on the consolidated profit before tax by an
estimated R13 million. The main contributing factors are:

                                                                                 R million
- non-operating foreign exchange gain                                                +15.5
- operating foreign exchange gain                                                    +11.5
- impact on costs of components procured for hardware included in cost of sales      -11.0
- the fluctuation in the Rand against other Group trading currencies had a net
  negative impact on consolidation                                                    -3.0
                                                                                      13.0

Segmental contribution
South Africa
This segment accounts for 74% of total revenue. Despite the economic slowdown evidenced by declining
new vehicle sales and lower consumer confidence, this region achieved record annual unit sales and
increased the subscriber base by 16% to 391 000 units.

Revenue grew by 19%, with all distribution channels recording strong growth. Relationships with a number
of key sales channels were strengthened, with Cartrack becoming the preferred supplier for fitments
to stock vehicles for a significant motor dealership group, and being selected to provide a customised
Telematics solution for the South African arm of MAN Truck and Bus, the major European manufacturer.

Operating expenses increased at a faster rate than revenue due primarily to:
-   a build in sales and distribution channels; and
-   a higher incidence of debtor defaults by cash-strapped consumers (being mostly individuals rather
    than corporate clients). Strict credit controls and measures to mitigate write-offs are integral to
    Cartrack's business model.

Operating profit increased by a satisfactory 16%, although contribution to Group operating profit reduced
to 80% (2015: 82%).

Africa – Other
Africa is being affected by the declining global demand and subdued commodity prices and was also
impacted by the unexpected high and rapid depreciation of local currencies and inflation. These economic
conditions resulted in higher debtor defaults, specifically in respect of subscribers who contracted for
services at the lower end of the price spectrum. While trading conditions were challenging, the subscriber
base in Africa nevertheless grew by 10% after considerable churn and revenue increased by a satisfactory
22%. Operating profit increased 29% to R56.5 million.

Global resource prices have already shown some recovery since year-end and continued support of
normal operations in these countries remains a management priority.

Europe
Cartrack recorded a healthy growth of 23% in the subscriber base, despite the slow recovery in Europe
after the 2010 financial crisis. Price pressures impacted substantially on revenue growth, however
management believes that prices have stabilised. Revenue grew by 12% and the European segment
share of global revenue decreased marginally to 9% (2015: 10%). However, stringent cost management
and the strengthening of the Euro against the Rand contributed to an increase of 53% in operating profit,
which resulted in the contribution to global operating profit rising to 7% (2015: 5%).

Asia & Middle East
2016 was the first full year of operation for six of the Asian entities, with only Singapore being fully operative
for three years. The primary challenges were to establish Cartrack's credentials in the new territories, to
obtain all the appropriate technical approvals for our product range and to recruit and train quality staff.
This has been substantially achieved and the operations are now able to place a concerted emphasis on
the distribution and service aspects of the business.

This segment grew its subscriber base in line with expectations and lifted revenue 134% to R27.6 million.
The well-established Singapore operation increased its profitability this year on the back of solid subscriber
growth. As expected, the other newly established entities recorded losses, as the overhead expenditure on
the infrastructure build of each operation was increased to support the planned sales growth, culminating
in operating losses of R12 million in 2016.

The operating losses of these recently established entities are being closely managed during this
establishment stage and have been controlled within management's expectations. Sales have commenced
in all operations and a steady monthly increase is anticipated. Breakeven is only expected to be achieved
within approximately three years of commencement of trading.

Funding and capital management
Working capital and cash generation are key financial objectives and have received even greater focus
during 2016 given the slowdown in the global economy and the exchange rate volatility.

Our current ratio at 1.4 (2015: 1.3) and quick ratio at .9 (2015: 1), both indicate consistently healthy
cash generation and cash management. Inventory value has increased by R26 million, mainly attributable
to the acquisition of Cartrack Manufacturing (Pty) Limited in March 2015. An increase in defaulting
debtors has been experienced during 2016, and debtors' write-offs and provisions for bad debts have
been increased appropriately. The net debtor's book at the end of 2016 reflects an average debtors days
outstanding of one month, a deterioration of approximately ten days.

Low fixed asset infrastructure requirements to sustain growth, together with the tight working capital
controls, result in Cartrack being highly cash generative. Cash generated from operating activities during
2016, at R392 million, represents a 14% increase over 2015, despite the stock and trade receivable
increases of R79 million referred to above and higher tax payments made.

Acquisitions
As indicated in the interim results announcement, Cartrack purchased 100% of the shares in Cartrack
Manufacturing (Pty) Limited (formerly Onecell Manufacturing (Pty) Limited) from Onecell Holdings (Pty)
Limited on 1 March 2015 for R100, being the nominal share capital value. This acquisition places Cartrack
in full control of the supply chain for its products, from procurement of components to manufacture,
testing and repair.

Cartrack also acquired 100% of the shares in Cartrack Management Services (Pty) Limited (formerly
Bonito Recruitment Services (Pty) Limited) from Onecell Holdings (Pty) Limited on 1 March 2015
for R100, being the nominal share capital value. This company provides the services of executive
management and the non-executive directors to the Group.

Investing for tomorrow
Considerable focus and effort was placed on technology innovation during the year. Next generation
Telematics units are at an advanced stage of testing and will provide for enhanced performance and
additional features. Additional products were added to our range, in particular a unit which allows
continuous and cost-effective tracking of assets that travel internationally. New mobile applications
are being developed to foster a more intimate relationship with clients. The analysis of the vast volumes
of Telematics data received and the commercial uses for such data analytics remain key to business
sustainability well into the future.

Cartrack has also done substantial work in Europe, Asia and the Middle East over the past year to integrate
its technology and comply with the latest legislation in each region. The Group received approvals in
several markets and are far advanced in achieving approval in others. Compliance will provide the platform
to further increase Cartrack's addressable market and therefore sales in those regions.

Outlook
The Telematics industry is experiencing tremendous opportunity through significant and growing
applications, not only in vehicles but also the tracking of other assets and mobile technology. While our
key focus remains on vehicles, we are keeping abreast of these opportunities by keeping our developments
and platforms flexible enough to accommodate other applications as and when we choose to further
broaden our product offering.

Despite the global economic and foreign exchange uncertainties, we expect to continue to see solid growth
in keeping with our track record. Opportunities in all segments remain and are being actively pursued.
We foresee excellent potential for growth in the USA and will consider suitable acquisitions on merit.

Auditors' report
The accompanying condensed financial statements have been extracted from the audited annual financial statements but
have not themselves been audited. Grant Thornton Chartered Accountants (SA), Johannesburg Partnership,
the group's independent auditors, have audited the consolidated financial statements for the year ended 29 February 2016 and
have issued an unqualified audit opinion. The auditor's report does not necessarily report on all of the information
contained in this announcement/financial results. Shareholders are therefore advised that, in order to obtain a full understanding
of the nature of the auditor's engagement, they should obtain a copy of the auditor's report, together with the accompanying
financial information, from the issuer's registered office. The directors take full responsibility for the preparation
of the condensed report and that the financial information has been corretly extracted from thr underlying annual financial statements.

Basis of accounting
The consolidated financial statements are prepared in compliance with JSE Listings Requirements, International 
Financial Reporting Standards (IFRS) and Interpretations of those standards, as issued by the International 
Accounting Standards Board (IASB), the financial reporting pronouncements as issued by the FRSC (Financial 
Reporting Standards Council) that are relevant to its operations and have been effective for the annual reporting 
period ending 29 February 2016, and the SAICA Financial Reporting Guides as issued by the Accounting Practices 
Committee and the South African Companies Act, No 71 of 2008, as amended. The annual financial statements were 
approved for issue by the board of directors on 30 May 2016 and are subject to approval by the annual general 
meeting of shareholders, on 21 July 2016.

During the year Cartrack identified that the accounting treatment of subscriptions billed in advance has
been incorrectly applied in that the deferral of revenue from advance billings has not been properly applied
in all circumstances. In the past, revenue has consistently been recognised on annual contracts in full in
the year of invoice. On the other hand, certain monthly subscription billing was being incorrectly deferred
to the subsequent month although it was in fact due in respect of the invoicing month.

With effect from the 2016 year this incorrect accounting treatment has been rectified such that the
proportion of revenue invoiced in any accounting period is now deferred to the period to which it relates
and recorded in the balance sheet as a current liability.

In giving effect to this change in accounting treatment, the financial statements in respect of the two
previous financial years have been restated.

Accounting policies and their application are consistent with those used by the company in the previous
financial year.

Dividend declaration
Ordinary shareholders are advised that the board of directors has declared a final gross cash dividend of
35 cents per ordinary share (29.75 cents net of dividend withholding tax) for year to 29 February 2016
(the cash dividend). The cash dividend will be paid out of profits of the company.

Timetable
Share code                                   CTK
ISIN                                         ZAE000198305
Company registration number                  2005/036316/06
Company tax reference number                 9108121162
Dividend number                              4
Gross cash dividend per share                35 cents
Issued share capital as at declaration date  300 000 000
Declaration date                             Tuesday, 31 May 2016
Last date to trade cum dividend              Friday, 1 July 2016
Shares commence trading ex dividend          Monday, 4 July 2016
Record date                                  Friday, 8 July 2016
Dividend payment date                        Monday, 11 July 2016

Share certificates may not be dematerialised or rematerialised between Monday, 4 July 2016 and Friday,
8 July 2016, both dates inclusive.

Tax implications
The cash dividend is likely to have tax implications for both resident and non-resident shareholders.
Shareholders are therefore encouraged to consult their professional tax advisers should they be in any
doubt as to the appropriate action to take.

In terms of the Income Tax Act, the cash dividend will, unless exempt, be subject to dividend withholding tax
(DWT). South African resident shareholders that are liable for DWT, will be subject to DWT at a rate of 15%
of the cash dividend and this amount will be withheld from the cash dividend. Non-resident shareholders
may be subject to DWT at a rate of less than 15% depending on their country of residence and the
applicability of any double tax treaty between South Africa and their country of residence.

On behalf of the board

David Brown                                      Zak Calisto
Chairman                                         Global chief executive officer

Johannesburg

31 May 2016

Sponsor
Investec Bank Limited

CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
as at 29 February 2016 

                                                           Restated   Restated
Figures in Rand thousand                Note(s)     2016       2015       2014
ASSETS
Non-current assets
Property, plant and equipment                     207 534   150 530    104 489
Goodwill                                     3    156 011   144 269     99 433
Deferred tax                                       34 517    20 410     13 036
                                                  398 062   315 209    216 958
Current assets
Inventories                                        88 318    62 532     32 740
Loans to related parties                            1 624     5 263     35 040
Trade and other receivables                       128 655    81 705     55 904
Current tax receivable                              5 500       449        352
Cash and cash equivalents                          45 181   110 047     41 657
                                                  269 278   259 996    165 693
Total assets                                      667 340   575 205    382 651
EQUITY AND LIABILITIES
Equity
Share capital                                4     42 488    42 488     42 488
Reserves                                           26 314    32 251     21 051
Retained income                                   375 306   285 632    145 956
Equity attributable to equity holders             444 108   360 371    209 495
of parent
Non-controlling interest                           16 387    13 391     25 666
                                                  460 495   373 762    235 161
Liabilities
Non-current liabilities
Finance lease obligation                            7 789     5 618      4 169
Deferred tax                                        1 040       236          1
                                                    8 829     5 854      4 170
Current liabilities
Trade and other payables                          159 085   149 282    110 234
Loans from related parties                          1 478     1 235        738
Finance lease obligation                            6 604     6 218      3 527
Current tax payable                                26 652    38 740     28 821
Share based payment liability                       4 010         –          –
Bank overdraft                                       187        114          –
                                                  198 016   195 589    143 320
Total liabilities                                 206 845   201 443    147 490
Total equity and liabilities                      667 340   575 205    382 651

CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
for the year ended 29 February 2016

                                                                Restated    Restated
Figures in Rand thousand                  Note(s)       2016        2015        2014

Revenue                                            1 005 481    834 795      632 757
Cost of sales                                      (186 749)   (185 536)   (130 004)
Gross profit                                         818 732     649 259     502 753
Other income                                          12 091       6 852      11 946
Operating expenses                                 (486 017)   (366 106)   (260 837)
Operating profit                                     344 806     290 005     253 862
Investment revenue                                     6 256       4 533       1 742
Net foreign exchange gain                             15 667           –           –
Finance costs                                        (4 463)       (924)     (1 211)
Profit before taxation                               362 266     293 614     254 393
Taxation                                           (102 779)    (85 646)    (72 708)
Profit for the year                                  259 487     207 968     181 685
OTHER COMPREHENSIVE INCOME:
Items that may be reclassified
to profit or loss:
Exchange differences on translating                    3 399      (7 372)     18 276
foreign operations
Other comprehensive income for the                     3 399      (7 372)     18 276
year net of taxation
Total comprehensive income for the year              262 886     200 596     199 961
Profit attributable to:
Owners of the parent                                 239 674     191 811     170 764
Non-controlling interest                              19 813      16 157      10 921
                                                     259 487     207 968     181 685
Total comprehensive income
attributable to:
Owners of the parent                                 245 842     181 884     180 252
Non-controlling interest                              17 044      18 712      19 709
                                                     262 886     200 596     199 961
EARNINGS PER SHARE
Basic earnings per share (cents)              6           80          64          59

CONSOLIDATED STATEMENT OF CHANGES
IN EQUITY
for the year ended 29 February 2016

                                                                                                                                             Total                             
                                                                                      Foreign                                      attributable to
                                                                                     currency                                       equity holders          Non- 
                                                Share      Share   Total share    translation    Treasury      Total    Retained     of the Group/   controlling       Total 
 Figures in Rand thousand                     capital    premium       capital        reserve      shares   reserves      income           Company      interest      equity  
                                                                                                                                                                                          
Opening balance as previously reported              *     42 488        42 488         21 005           –     21 005     157 307           220 800        33 713     254 513                                                                                          
Adjustments                                                                                                                                                                               
Prior period error (refer note 2)                   –          –             –             46           –         46    (11 351)          (11 305)       (8 047)    (19 352)                                                                                          
Balance at 1 March 2014 as restated                 –     42 488        42 488         21 051           –     21 051     145 956           209 495        25 666     235 161                                                                                       
Profit for the year                                 –          –             –              –           –          –     191 811           191 811        16 157     207 968                                                                                          
Other comprehensive income                          –          –             –        (4 817)           –    (4 817)           –           (4 817)       (2 555)     (7 372)                                                                                            
Total comprehensive income for the year             –          –             –        (4 817)           –    (4 817)     191 811           186 994        13 602     200 596                                                                                       
Foreign currency translation movements              –          –             –         16 017           –     16 017           –            16 017      (16 017)           –                                                                                      
within equity                                                                                                                                                                                 
Acquisition of subsidiary with NCI portion          –          –             –              –           –          –           –                 –         1 838       1 838                                                                                     
Share issue                                    42 488   (42 488)             –              –           –          –           –                 –             –           –                                                                                       
Buyback and cancellation of shares          (510 000)          –     (510 000)              –           –          –           –         (510 000)             –   (510 000)           
Issue of new shares                           510 000          –       510 000              –           –          –           –           510 000             –     510 000                 
Dividends                                           –          –             –              –           –          –    (48 000)          (48 000)      (10 832)    (58 832)                                                                                                                                                                                                                                                                                                                
Increase in interest of subsidiary                  –          –             –              –           –          –     (4 135)           (4 135)         (866)     (5 001)                                                                                       
Total contributions by and distributions                                                                                                                                                             
to owners of company recognised directly
in equity                                      42 488   (42 488)             –         16 017           –     16 017    (52 135)          (36 118)      (25 877)    (61 995)
Balance at 1 March 2015 as restated            42 488          –        42 488         32 251           –     32 251     285 632           360 371        13 391     373 762 
Profit for the year                                 –          –             –              –           –          –     239 674           239 674        19 813     259 487
Other comprehensive income                          –          –             –          6 168           –      6 168           –             6 168       (2 769)       3 399

Total comprehensive income for the year             –          –             –          6 168           –      6 168     239 674           245 842        17 044     262 886                                                                                                         
Purchase of shares for Share Incentive              –          –             –              –    (12 105)   (12 105)           –          (12 105)             –    (12 105)                                                                                            
Scheme (Treasury shares)                                                                                                                                                                                 
Dividends                                           –          –             –              –           –          –   (150 000)         (150 000)      (14 048)   (164 048)                                                                                    
Total contributions by and distributions                                                                                                                                                             
to owners of company recognised                                                                                                                                                                      
directly in equity                                  –          –             –              –    (12 105)   (12 105)   (150 000)         (162 105)      (14 048)   (176 153)                                                                                             
Balance at 29 February 2016                    42 488          –        42 488         38 419    (12 105)     26 314     375 306           444 108        16 387     460 495                                                                                                    
Note(s)                                             4          4             4  
                                                                                                                                                                   
*R142 is not displaying due to rounding.
   

CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 29 February 2016

                                                                                         Restated    Restated   
Figures in Rand thousand                                          Note(s)        2016        2015        2014   
CASH FLOWS FROM OPERATING
ACTIVITIES                                                                            
Cash generated from operations                                                391 752     343 834     276 326   
Interest income                                                                 6 256       4 533       1 742   
Finance costs                                                                 (3 502)       (360)       (739)   
Tax paid                                                                    (133 120)    (81 491)    (62 410)   
Net cash from operating activities                                            261 386     266 516     214 919   
CASH FLOWS FROM INVESTING
ACTIVITIES                                                                            
Purchase of property, plant and equipment                                   (158 216)   (119 700)    (80 470)   
Sale of property, plant and equipment                                           3 923       4 651       3 170   
Acquisition of subsidiaries, net of cash
acquired                                                                         (15)    (53 428)       2 367   
Net cash from investing activities                                          (154 308)   (168 477)    (74 933)   
CASH FLOWS FROM FINANCING
ACTIVITIES                                                                            
Proceeds on share issue*                                                4           –           *           –   
Increase in loans from related parties                                            243         497           –   
Decrease in loans to related parties                                            3 639      29 777      95 875   
Finance lease (payments)/ receipts                                            (1 596)       3 576         212   
Purchase of shares for Share Incentive
Scheme (Treasury shares)                                                     (12 105)           –           –   
Dividends paid                                                              (164 048)    (58 832)   (205 665)   
Acquisitions resulting in increase in control
of subsidiaries                                                                     –     (5 001)           –   
Buyback of company's own shares                                                     –   (510 000)           –   
Proceeds of share issue                                                             –     510 000           –   
Net cash from financing activities                                          (173 867)    (29 983)   (109 578)   
TOTAL CASH MOVEMENT
FOR THE PERIOD                                                               (66 789)      68 056      30 408   
Cash at the beginning of the period                                           109 933      41 657      12 826   
Effect of exchange rate movement on cash
balances                                                                        1 850         220     (1 577)   
Total cash at end of the period                                                44 994     109 933      41 657   

ACCOUNTING POLICIES

1. PRESENTATION OF GROUP AND COMPANY FINANCIAL STATEMENTS

   Reporting entity
   Cartrack Holdings Limited is a Company domiciled in the Republic of South Africa. These
   consolidated financial statements for the year ended 29 February 2016 comprise the Company
   and its subsidiaries (collectively the "Group" and individually "Group companies"). The Group
   is primarily involved in the design, development and installation of Telematics technology, data
   collection and analysis and the delivery of fleet and mobile asset management solutions delivered
   as Software-as-a-Service ('SAAS') and the tracking and recovery of vehicles.

   Statement of compliance
   The consolidated financial statements are prepared in compliance with JSE Listings Requirements,
   International Financial Reporting Standards (IFRS) and interpretations of those standards, as issued
   by the International Accounting Standards Board (IASB), the financial reporting pronouncements
   as issued by the FRSC (Financial Reporting Standards Council) that are relevant to its operations
   and have been effective for the annual reporting period ending 29 February 2016, and the SAICA
   Financial Reporting Guides as issued by the Accounting Practices Committee and the South African
   Companies Act, No 71 of 2008, as amended. The annual financial statements were approved for
   issue by the Board of Directors on 30 May 2016 and are subject to approval by the Annual General
   Meeting of shareholders, on 21 July 2016.

   Basis of measurement
   The consolidated financial statements have been prepared on the historical cost basis, except for
   the measurement of certain financial assets and liabilities at fair value.

   Functional and presentation currency
   These consolidated financial statements are presented in South African Rand (ZAR), which is the
   Company's functional currency. All financial information presented has been rounded off to the
   nearest thousand Rand.

   Going concern
   The consolidated financial statements are prepared on the going-concern basis as the Directors
   believe that funds will be available to finance future operations and that the realisation of assets and
   settlement of liabilities, contingent obligations and commitments will occur in the ordinary course
   of business.

   During the year there has been a correction of an accounting error which is detailed in note 2.

NOTES TO THE CONSOLIDATED ANNUAL
FINANCIAL STATEMENTS

2. CORRECTION OF ACCOUNTING ERROR

   Group practice is to invoice subscriptions in advance and to defer recognising such subscriptions
   in revenue to the subsequent accounting period(s) to which they relate. During 2016 it has been
   identified that the deferral of advance billings has not been applied correctly in all circumstances.

   In the ordinary course of business in South Africa and certain other African countries, a proportion
   of subscriber contracts are entered into on an annual basis and are invoiced, and paid, annually in
   advance. In the past, revenue has consistently been recognised on these annual contracts in full in
   the year of invoice. On the other hand, certain subscription billing was being incorrectly deferred to
   the subsequent month although it was in fact due in respect of the invoicing month.

   With effect from the 2016 year this incorrect accounting treatment has been rectified such that
   the proportion of revenue invoiced in any accounting period is now deferred to the period to which it
   relates and recorded in the balance sheet as a current liability.

   In giving effect to this correction in accounting treatment, the financial statements in respect of the
   two previous financial years have been restated.

   Figures in Rand thousand                                2015        2014   
   Consolidated Statement of Financial Position                           
   Asset                                                                  
   Deferred tax asset net of liability                                        
   Previously stated                                      8 674       5 047   
   Adjustment                                            11 500       7 988   
                                                         20 174      13 035   
   Trade and other receivables                                                
   Previously stated                                     68 177      45 081   
   Adjustment                                            13 528      10 823   
                                                         81 705      55 904   
   Liabilities                                                                
   Trade and other payables                                                   
   Previously stated                                  (101 135)    (73 750)   
   Adjustment                                          (48 147)    (36 484)   
                                                      (149 282)   (110 234)   
   Income tax asset net of liability                                          
   Previously stated                                   (35 872)    (26 790)   
   Adjustment                                           (2 419)     (1 679)   
                                                       (38 291)    (28 469)   
   Equity                                                                     
   Retained Earnings Closing                                                  
   Previously stated                                  (300 413)   (157 307)   
   Adjustment                                            14 781      11 351   
                                                      (285 632)   (145 956)   
   Foreign currency translation reserve                                       
   Previously stated                                   (32 317)    (21 005)   
   Adjustment                                                66        (46)   
                                                       (32 251)    (21 051)   
    
   Figures in Rand thousand                                2015        2014   
   Non-controlling interest                                                   
   Previously stated                                   (24 082)    (33 713)   
   Adjustment                                            10 691       8 047   
                                                       (13 391)    (25 666)   
   2014 Opening Retained Earnings                                             
   Previously stated                                          –   (204 587)   
   Adjustment                                                 –      10 524   
                                                              –   (194 063)   
   2014 Non-controlling interest                                              
   Previously stated                                          –    (32 080)   
   Adjustment                                                 –     (6 110)   
                                                              –    (38 190)   
   2014 Opening Foreign currency translation reserve                          
   Previously stated                                          –    (11 452)   
   Adjustment                                                 –        (77)   
                                                              –    (11 529)   
   Consolidated Statement of Comprehensive Income                             
   Revenue                                                                    
   Previously stated                                    843 701     637 020   
   Adjustment                                           (8 906)     (4 263)   
                                                        834 795     632 757   
   Taxation                                                                   
   Previously stated                                   (88 442)    (74 130)   
   Adjustment                                             2 796       1 422   
                                                       (85 646)    (72 708)   
   Profit attributable to:                                                    
   Owners of the parent                                 191 811     170 765   
   Previously stated                                    195 244     171 591   
   Adjustment                                           (3 433)       (826)   
   Non-controlling interest                              16 157      10 920   
   Previously stated                                     18 834      12 935   
   Adjustment                                           (2 677)     (2 015)   
                                                        207 968     181 685   
   Basic earnings per share (cents)                                           
   Previously stated                                         65          59   
   Adjustment                                               (1)           –   
                                                             64          59   
   Headline earnings per share (cents)                                        
   Previously stated                                         65          58   
   Adjustment                                               (1)           –   
                                                             64          58   

3. GOODWILL

   Goodwill is allocated to cash generating units (CGUs) within the reportable segments.

                                                                                Asia &
                             South Africa Africa – Other         Europe    Middle East        Total

   Balance 1 March 2013             1 499         80 756              –              –       82 255
   Additions                            –          1 763              –            899        2 662
   Translation adjustments              –         14 400              –            116       14 516
   28 February 2014                 1 499         96 919              –          1 015       99 433
   Additions                            –            382         45 041            471       45 894
   Translation adjustments              –          1 955         (3 390)           377      (1 058)
   28 February 2015                 1 499         99 256         41 651          1 863      144 269
   Additions                          157              –              –              –          157
   Translation adjustments              –        (3 074)         14 031            628       11 585
   29 February 2016                 1 656         96 182         55 682          2 491      156 011

Impairment testing
The group performs goodwill impairment testing on an annual basis.

The recoverable amount of the cash generating units is determined using a discounted cash flow
technique, which requires the use of assumptions. The cash flow projections are based on financial
budgets and forecasts covering a five-year period. The cash flow projections include specific
estimates for five years and a terminal growth rate thereafter.

The key assumptions used for the projection of cash flows are:

Assumption            Approach used in determining values

Compound annual       This is the average annual compound growth rate in the subscriber base that
growth rate (CAG%) of is derived from the forecast acquisition of new subscribers less cancellations
subscriber base       ("churn") from year 1 (the budget period) through to year 5. Thereafter a
                      terminal value has been calculated assuming a 3% per annum growth rate in
                      net cash flow after year 5. The growth rate applied for the acquisition of new
                      subscribers is considered to be the main driver of revenue, profitability and
                      hence free cash flow. CGUs are at different maturity levels in their business
                      cycles and hence will reflect considerably different growth rates; the various
                      geographical markets the CGUs operate within also have differences in
                      their economics which have been taken into consideration. The growth rate
                      determined by management is based on historical data from both external
                      and internal sources and is consistent with reported global Telematics growth
                      forecasts for the medium to long term and with the assumptions that a market
                      participant would make.

Assumption            Approach used in determining values
     
Discount rates        The rate reflects the specific risks relating to the country and industry in
                      which the entity operates.
     
Other cashflow        Revenue forecasts are based on 2016 selling price structures without any
assumptions           inflationary impact. Operating costs assume appropriate increases for both
                      inflationary and infrastructural increases. Capital expenditure and working
                      capital requirements to support the forecast growth have been taken into
                      account. Exchange rates ruling at 29 February 2016 have been applied
                      throughout the five-year forecast period.

The following CAG and discount rates have been applied to the CGUs within each operating segment:

                                                      29 February 2016

                             South Africa      Africa – Other           Europe     Asia
                                        %                   %                %        %

Compound annual growth                 12                  19               25       38
rate in subscribers
Discount rates                         20                  34               19       10

                                                          28 February 2015

                                 South Africa     Africa – Other        Europe    Asia
                                        %                   %                %       %

Compound annual growth rate in         10                   8               10      10
subscribers
Discount rates                         20                  20               20      20

Management has reassessed the risks applicable to each operating segment and the projections for
growth of each CGU within the segments. This has resulted in a greater variability in both projected
growth rates and discount (risk) rates being applied in the 2016 goodwill impairment testing process
compared to 2015 and is considered more comprehensive and appropriate.

Based on the above assumptions and calculations it was determined that there was sufficient
headroom above goodwill, therefore no impairment was necessary.

Sensitivity analysis
To test the sensitivity of the two key assumptions, being the future compound subscriber growth rate
and the discount rate (i.e risk profile), the following changes have been made to these factors:
-  Compound annual subscriber growth rate: the projected growth rates per segment have been
   adjusted downwards in South Africa by 2%, Africa by 4%, Europe by 2% and Asia by 2%.
-  Discount rate: the projected discount rates per segment have been increased by 5%.

The adjusted growth and discount rates on which the sensitivity has been based are shown in the
table below:

                                                  Key assumptions – sensitivity analysis
                                                           29 February 2016

                              South Africa     Africa – Other          Europe            Asia
                                         %                  %               %               %
 
Compound annual growth rate             10                 15              23              36
in subscribers
Discount rates                          25                 39              24              15

Based on these independently downward adjusted growth rate assumptions and increased risk
assumptions, there remains sufficient headroom above goodwill so as not to require any impairment.

4. SHARE CAPITAL

   Authorised                                              2016        2015     2014

   1 000 000 000 Ordinary shares of no par value      1 000 000   1 000 000        –
   1 000 Ordinary shares of R1 each at par value              –           –        1
                                                      1 000 000   1 000 000        1
   700 000 000 Unissued shares are under the
   control of the directors in terms of a resolution
   passed at the AGM on 25 August 2015.
   Reconciliation of number of shares issued:
   Reported as at beginning of year                     300 000           *        *
   Issue of no par value                                      –     300 000        –
   Issue of par value shares – ordinary shares                –           –        *
                                                        300 000     300 000        *
   * Amounts not displaying due to rounding

   Issued
   300 000 000 ordinary shares of no par value           42 488      42 488   42 488

5. DIRECTORS' AND KEY MANAGEMENT EMOLUMENTS

   29 February 2016

                                                     Other   Provident   Directors'
                            Emoluments   Bonuses  benefits        fund        fees      Total
   
   Directors
   IJ Calisto (Executive)        2 852      160          –           –           –      3 012
   JR Edmeston
   (Executive)                   1 872    1 370        102           –           –      3 344
   DJ Brown
   (Non-executive)                  –         –          –           –         957        957
   AT Ikalafeng
   (Non-executive)                  –         –          –           –         540        540
   K White
   (Non-executive)                  –         –          –           –         531        531
   Key management
   Paid by subsidiary
   companies                     3 956      689       120          120           –      4 885
                                 8 680    2 219       222          120       2 028     13 269
   
28 February 2015
   
                                                     Other   Provident   Directors'
                            Emoluments   Bonuses  benefits        fund        fees      Total
   
   Directors
   IJ Calisto (Executive)        1 712      160          –           –           –      1 872
   JR Edmeston
   (Executive)                   1 758    1 387         96           –           –      3 241
   J Marais (Executive)          1 452      131        120           –           –      1 703
   C Sanderson
   (Executive)                   1 017      211          –          53           –      1 281
   DJ Brown
   (Non-executive)                  –         –          –           –         319        319
   AT Ikalafeng
   (Non-executive)                  –         –          –           –         189        189
   K White
   (Non-executive)                  –         –          –           –         168        168
                                 5 939    1 889        216          53         676      8 773
    
                                                     Other   Provident   Directors'
                           Emoluments   Bonuses   benefits        fund        fees     Total
    
   Directors 
   JR Edmeston 
   (Executive)                  1 654     1 115        96            –            –    2 865
   J Marais (Executive)         1 363       114       120            –            –    1 597
   C Sanderson 
   (Executive)                    720        47         –            –            –      767
                                3 737     1 276       216            –            –    5 229
    
   Directors and Key Management emoluments are paid for through subsidiary companies of the group.
   
6. BASIC EARNINGS PER SHARE

                                                                2016             2015             2014

   Basic earnings per share (cents)                               80               64               59

   The calculation of basic earnings per share has been based on the following profit attributable to
   ordinary shareholders and the weighted average number of shares in issue.

   Figures in Rand thousand                                     2016             2015              2014

   Weighted average number of ordinary shares
   ('000) at the beginning of the year                       300 000          300 000                 –
   Issued ordinary shares at 1 March 2013                          –                –           211 268
   Effect of shares issued in April 2013                           –                –            78 279
   Effect of treasury shares                                    (51)                –                 –
                                                             299 949          300 000           289 547
   Basic earnings                                            239 674           191 811          170 764

   In 2014 and 2015 the 300 000 000 shares in issue, weighted accordingly, were treated as a share
   split for earnings per share purposes. This provides the user with more comparable and relevant
   information.
   
7. HEADLINE EARNINGS PER SHARE

                                                                2016             2015             2014

   Headline earnings per share (cents)                            81               64               58

   The calculation of headline earnings per share has been based on the following profit attributable to
   ordinary shareholders and the weighted average number of ordinary shares in issue as determined
   above in note 6.

    Figures in Rand thousand                                   2016              2015             2014

   Reconciliation between basic earnings and
   headline earnings
   Basic earnings                                           239 674           191 811          170 764
   Adjusted for:
   Reversal of bargain purchase                               3 279                 –                –
   Bargain purchase                                               –                 –          (3 353)
   Gain on disposal of assets net of tax                    (1 019)             (738)            (833)
                                                            241 934           191 073          166 578

8. DILUTED EARNINGS PER SHARE

   There are no dilutive instruments and therefore diluted earnings per share is the same as basic
   earnings per share.

9. NORMALISED EARNINGS PER SHARE

                                                              2016             2015             2014

   Normalised earnings per share (cents)                        75               64               58

   The calculation of normalised 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 6 .

    Figures in Rand thousand                                  2016             2015             2014

   Reconciliation between headline earnings and
   normalised earnings
   Headline earnings                                       241 934          191 073          166 578
   Net foreign exchange gain on intercompany
   financing arrangements                                 (15 667)                –                –
                                                           226 267          191 073          166 578

10. 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. Segment information
    is evaluated based on profit or loss and is measured consistently with consolidated financial
    statements.

    Segment Report –                                                                                       Asia &               
    29 February 2016                                       South Africa   Africa – Other     Europe   Middle East       Total   
    Revenue                                                     748 600          139 198     90 036        27 647   1 005 481   
    Intersegment elimination                                                                                                    
    of revenue*                                                 195 551              271        841         1 899     198 562   
    Revenue before segment
    elimination                                                 944 151          139 469     90 877        29 546   1 204 043   
    Profit before taxation
    includes the following
    items:                                                      274 711           60 110     23 477         3 968     362 266   
    Investment revenue                                            2 987            3 268          –             1       6 256   
    Finance costs                                                 4 360               10         78            15       4 463   
    Net foreign exchange gain                                     2 830            3 891        498        19 780      26 999   
    Depreciation                                                 79 692            2 317     18 657         1 994     102 660   
    Total tangible assets                                       188 102           79 049     83 273       160 905     511 329   
    Total liabilities                                          (84 377)         (54 544)   (53 355)      (14 569)   (206 845)   
    Goodwill                                                                                                          156 011   
    Equity                                                                                                            460 495   
    
    Segment Report –                                                                                       Asia &               
    28 February 2015                                       South Africa   Africa – Other     Europe   Middle East       Total   
    Revenue                                                     628 547          114 002     80 422        11 824     834 795   
    Intersegment elimination
    of revenue                                                   34 974                –          –             –      34 974   
    Revenue before segment                                                                                                      
    elimination                                                 663 521          114 002     80 422        11 824     869 769   
    Profit before taxation
    includes the following
    items:                                                      238 358           46 499     15 835       (7 078)     293 614   
    Investment revenue                                            1 617            2 916          –             –       4 533   
    Finance costs                                                   693              210          8            13         924   
    Net foreign exchange gain**                                      35              307          8            83         433   
    Depreciation                                                 58 816            1 917     10 389           475      71 597   
    Total tangible assets                                       291 359           88 837     36 605        14 135     430 936   
    Total liabilities                                         (134 009)         (49 060)   (13 097)       (5 277)   (201 443)   
    Goodwill                                                                                                          144 269   
    Equity                                                                                                            373 762   

    *  The amount of R195 551 in the South African segment includes Cartrack Manufacturing (Pty) Ltd which was acquired on 1 March 2015.
    ** Includes operating and non-operating exchange gains.

CORPORATE INFORMATION

Registered office
Cartrack Holdings Limited
11 Keyes Avenue
Rosebank
2196
(PO Box 4709, Rivonia, 2128)

Directors
Independent Non-executive Directors
David Brown (Independent Chairman)
Thebe Ikalafeng
Kim White

Executive Directors
Isaias Jose Calisto (Global Chief Executive Officer)
John Richard Edmeston (Global Chief Financial Officer)

Company Secretary
Anname de Villiers
Cartrack Corner
11 Keyes Road
Rosebank
Johannesburg
2196
(PO Box 4709, Rivonia, 2128)

Sponsor
Investec Bank Limited
2nd Floor
100 Grayston Drive
Sandown
Sandton
2196
(PO Box 785700, Sandton, 2146)

Transfer Secretary
Computershare Investor Services Proprietary Limited
70 Marshall Street
Johannesburg
2001
(PO Box 61051, Marshalltown, 2107)

www.cartrack.co.za

Date: 31/05/2016 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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