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CARTRACK HOLDINGS LIMITED - Unaudited interim results for the period ended 31 August 2016

Release Date: 27/10/2016 07:05
Code(s): CTK     PDF:  
Wrap Text
Unaudited interim results for the period ended 31 August 2016

Cartrack Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2005/036316/06)
Share code: CTK       ISIN: ZAE000198305
("Cartarck" or "the Group")

UNAUDITED INTERIM RESULTS FOR THE PERIOD ENDED 31 AUGUST 2016

SALIENT FEATURES

- Subscriber base of 551 391 up 19%
- Revenue of R554 million up 18%
- Operating profit of R168 million up 3%
- Operating profit margin of 30%
- EBITDA of R236 million up 12%
- EBITDA margin of 43%
- Profit after tax of R119 million up 1%
- EPS of 39 cents up 6%
- HEPS of 38 cents up 3%
- Cash generated from operating activities of R212 million
- Dividend per share of 20 cents (H1 2016: 20 cents)

COMMENTARY

Group profile
Cartrack is a leading global provider of fleet management ('Fleet'), stolen vehicle recovery ('SVR') and
insurance telematics services, with a focus on technology development to enhance customer experience.
Cartrack already has an extensive footprint in Africa, Europe, Asia and the Middle East. More recently, it
commenced operations in the United States of America ('USA') and New Zealand, expanding its presence
to 24 countries. With a base of more than 551 000 active subscribers, the Group ranks among the largest
telematics companies globally.

Cartrack is a service-centric organisation focusing on in-house design, development and installation of
telematics technology and data analytics. It provides fleet-, mobile asset- and workforce management
solutions, underpinned by real-time actionable business intelligence, delivered as Software-as-a-Service
('SaaS'), as well as the tracking and recovery of stolen vehicles.

Cartrack's technology is widely accepted by motor manufacturers and insurers. Its customer telematics
web interface provides a comprehensive set of features ensuring the optimisation of both fleet and human
resources. As an expansion of its integrated service offering, Cartrack also provides driver risk assessment
offerings in the insurance telematics field.

In addition, Cartrack specialises in vehicle tracking and recovery. An industry leading audited recovery
rate of 94% in South Africa (as at 29 February 2016) reflects the superior quality of its technology and
services. The technology and infrastructure required for the recovery of stolen vehicles is a key barrier to
entry for competitors looking to enter the telematics industry in any high crime region.

Cartrack's vision is to achieve global industry leadership in the telematics industry, including Fleet, SVR
and insurance telematics services, by ensuring that it is the technology of choice to manage both fleets
and workforces. Its mission is to provide its customers and partners with real-time actionable business
intelligence, based on advanced technology and reliable data.

Group performance
Cartrack operates in developed and emerging markets across five continents.

Economic and fiscal challenges have been particularly severe in Africa, compounded by a material weakening
in local currencies. The consequences thereof are reflected in the Africa-Other (Africa excluding South
Africa) segment which has impacted the Group. Despite these challenges, the Africa-Other segment remains
operationally sound, highly profitable and cash generative in local currency terms. However, significant
currency fluctuations have had a severe impact on consolidated results reported in Rand.

The Group continues to invest in operating capacity, aimed at future revenue growth. Sales margins do, however,
remain under slight pressure as competition grows for a share in the largely untapped telematics market.

If the Africa-Other segment is excluded from the consolidated figures, both subscriber growth and revenue
growth are over 21% while operating profit growth is at 10%. These interim results are in line with Cartrack's
investment strategy for growth. The order book is substantially stronger than in previous years.

Within this context the Group has nevertheless delivered strong subscriber and revenue growth, with a 6%
increase in EPS.

The Group's global subscriber base grew from more than 462 000 to over 551 000 contracts, representing
19% growth period on period. Fleet subscribers grew by 78 000 while SVR subscribers grew by 11 000. Most
Fleet subscribers in South Africa and the Africa-Other segment elect to include the SVR technology bundled
with the Cartrack Fleet services. The bundling of SVR and Fleet services is essential in high crime territories.
Subscriber growth was achieved in all segments in line with expectations, except in the Africa-Other segment
where growth was 4%. Historically subscribers remain on Cartrack's books for an average of 60 months.

The Group achieved revenue growth of 18% to R554 million (H1 2016 – R470 million), with all operating
segments contributing positively in local currency terms. The appreciation of the Rand since 1 March 2016
resulted in a decrease in consolidated revenue of R17 million. Average revenue per unit ('ARPU') has
decreased by less than 1% to R1 051 (H1 2016 – R1 052) period on period for the six months ended
31 August 2016.

Gross profit margin has decreased to 80% (H1 2016 – 82%). The primary causes of this margin decline
were the negative impact arising on the consolidation of international revenues at the recently appreciated
Rand exchange rate, compounded by the slight downward pricing pressures experienced in most of the
channels to market and the increased costs of hardware sales as a result of components being procured
early in the first half of the calendar year when the Rand was weak. In the context of continued investment
in operating capacity in emerging market subsidiaries and increased provisions for doubtful debts,
particularly in Africa, operating profit margin decreased to 30% (H1 2016 – 35%). The cash generating
ability of the Group is reflected in the EBITDA margin which remained high at 43% (H1 2016 – 45%).
The overall results emphasise the resilience of the recurring subscriber revenue model.

Operating expenses increased as Europe, the USA, Asia and the Middle East continued to build the
operational capacity required to generate the revenues projected for these regions. This investment has
already yielded positive results in Europe and Asia where the revenue pipeline is strengthening, resulting
in encouraging revenue growth. Over time their operating cost base will stabilise, while increased revenues
will contribute positively to operating margins.

Cartrack's telematics database continues to grow in volume and granularity. The value of this data to
markets is yet to be realised and represents a further revenue opportunity that is receiving continued
executive attention.

Overall, strong sales performance was offset by the consolidation impact of an appreciating Rand,
investment in operating capacity and an increase in provisions for doubtful debts, primarily in Africa.
Operating profit increased by 3% to R168 million (H1 2016 – R164 million), while headline earnings and
HEPS increased to R115 million (H1 2016 – R112 million) and 38c (H1 2016 – 37c), respectively.

Impact of foreign exchange rate changes on financial performance(1)
There has been considerable exchange rate volatility in Cartrack's operating currencies, and these
fluctuations have had a noteworthy impact on the consolidated Group results. Operating profit would
have been R19 million higher on the assumption of a constant currency basis consistent with H1 2016,
which would have resulted in period on period comparative growth in operating profit of 14%. The constant
currency HEPS would have increased to 43 cents, or by 15% period on period. The segment impact is
shown in the segment report included in the unaudited condensed interim financial statements.

(1)The purpose of this pro forma information is to provide insight into the impact of foreign exchange movements on the
   statement of comprehensive income and related earnings information, and is for illustrative purposes only. Due to its nature,
   it may not fairly present Cartrack's financial position, changes in equity, results of operations or cash flows.

This pro forma information is the responsibility of the directors of Cartrack.


The impact is computed as a combination of the following two calculations:

-  Components included in cost of sales are largely procured in US Dollars. The impact of currency fluctuations on cost of sales
   for the period to 31 August 2016 was recomputed by applying the average exchange rates applicable to the corresponding
   31 August 2015 cost of sales, being those rates applicable at the dates of stock procurement. On this basis, the cost of sales
   for the period to 31 August 2016 would have decreased by 26%; and 
-  All other actual 31 August 2016 line items were recalculated at the average exchange rates applied for the period ended
   31 August 2015.

Segment performance
South Africa
The South African segment achieved robust results for the six months ended 31 August 2016. Revenue
grew by 16% period on period to R413 million, largely as a result of strong subscriber base growth. South
Africa has achieved record sales in three consecutive months, validating the investment in operating
capacity reported at 31 August 2015.

Sales margins are under slight pressure as competition intensifies for a share of the growing telematics
market. However, strong subscriber base growth and a largely fixed infrastructure cost base protect profit
margins. Subscribers are increasingly moving towards Fleet products combined with SVR, as opposed to
just SVR products, as their understanding of the benefits of diverse telematics data increases. The vast
volume of telematics data accumulated to date is an inherently valuable asset for analytical and marketing
purposes and represents a future revenue opportunity to be exploited.

South African consumers have been under strain for some time and continue to suffer the impact of
low economic growth, higher inflation and a series of interest rate hikes. As a result, Cartrack's arrears
debtors' book grew in the six months to 31 August 2016. For this reason, Cartrack recorded write-offs and
additional provisions for doubtful debts amounting to R4 million. This increased the debtors' coverage
ratio, ensuring that potential payment defaults remain adequately provided for. Nevertheless, operating
costs increased at a lower rate than revenue growth.

The gross profit margin and profit before tax margin have been maintained at 81% and 35% respectively,
despite the abovementioned pricing and cost pressures. Profit before tax grew by 14% to R145 million.

Africa-Other
Africa continues to experience significant economic headwinds. Severe currency devaluations and
poor economic performance have resulted in both corporates and individuals experiencing cash flow
constraints. As a result, despite increased revenues in local currency terms, segmental revenue decreased
by 7% to R57 million. Profit before tax decreased by 37% to R19 million. In light of these increasingly
difficult economic conditions, the quality of the debtors' book has again been thoroughly reviewed.
An additional R4 million has accordingly been provided for doubtful debts.

New sales in the first six months of this financial year were encouraging. This was partially offset by
cancellations as a result of cash flow constraints experienced by customers. Nevertheless, the subscriber
base grew by 4% and ARPU was up 3% in local currencies. Profitability was impacted by higher cost of sales
due to weaker local currencies, local inflationary impact on salaries, prudent bad debt provisions and the
investment in sales capacity. Cartrack is satisfied that the local operations have weathered these testing
times well.

Mozambique, in particular, has experienced severe economic and fiscal challenges. Many Mozambican
businesses have either closed or scaled down their operations. Market research and forecasts do, however,
indicate that the long-term outlook for a turnaround remains positive. Mozambique remains the largest
subsidiary in the Africa-Other segment, contributing more than 50% of revenues and profit for the
segment. Despite the challenging conditions, the subscriber base grew by 1% and Cartrack Mozambique
remains operationally sound, highly profitable in local currency terms and well positioned for an economic
turnaround. However, the significant deterioration in local currency severely impacted on consolidated
results reported in Rand.

The trading environment in the Africa-Other segment is likely to remain challenging in the medium term.
Under these conditions Cartrack will focus on maintaining strong local currency performance. This will be
achieved through robust sales efforts and customer retention practices, tougher debtors' management
and greater discipline regarding operating costs. At this time Cartrack is convinced that the operating
capacity exists within all of the subsidiaries to remain profitable in the foreseeable future.

Europe
Europe has performed well, bearing testament to Cartrack's telematics value proposition. Revenue has
increased by 41% to R55 million largely as a result of strong subscriber growth. Profit before tax has
decreased by 27% to R10 million due to a strategic investment in operating capacity which commenced in
the second half of the 2016 financial year. Cartrack is confident that the increased investment in capacity
will positively impact operating profit margins in the next financial year.

Asia-Pacific and Middle East
Cartrack's greenfield operations in Asia and the Middle East are growing in line with our investment case
for the region. Revenue has grown by 147% to R29 million period on period. This is largely due to a 203%
growth in subscriber base, as well as a full period of revenue for contracts initiated during the second half
of the 2016 financial year.

Singapore has performed particularly well. The subscriber base has grown by 163% period on period,
generating revenue of R23 million and profit before tax of R7 million for the Group. Singapore is also at the
forefront of Cartrack's technology developments as it services a technology driven and data dependant
society. Additionally, Singapore tests Cartrack's ability to operate in countries with exceptionally high
cost structures. Cartrack Singapore started operations in the 2015 financial year, supporting Cartrack's
view that most greenfield investments should turn a profit within three years, and that they should show a
positive return on investment within four years. Cartrack Singapore's strong operational presence and its
proximity to other subsidiaries in the region, lead us to believe that our other subsidiaries in this segment
should develop similarly over a similar timeframe.

The other subsidiaries in this segment have grown their revenues and subscribers in line with expectations
and continue to extend their operating capacities.

The loss before tax for the segment has decreased from R6 million to R4 million.

United States of America ('USA')
Cartrack has recently established an operational base in California and has incurred limited start-up
operational costs. An executive management team is in place, and operations are planned to commence
in November 2016. The focus of this operation will be primarily on Fleet, combining all the key metrics for
electronic driver logging devices required by law to be installed in long haul vehicles in the USA. Product
development for this market has largely been completed. The USA is a demanding market with healthy
competition. However, Cartrack is confident that its value proposition will greatly benefit US companies,
yielding tangible benefits from a compliance and profitability perspective.

Managing our balance sheet
Working capital management and cash generation are key business objectives for the Group and, as a
consequence of subdued global economic conditions, continue to receive particular attention.

Inventory management remains a key focus for the Group. Inventory days have improved from 173 days
to 144 days. Subsidiaries continue to carry buffer stock sufficient to satisfy sales forecasts and to provide
for adequate lead-times associated with global distribution and unforeseen component shortages or
obsolescence.

Both quick and current ratios have decreased to 1.0 (2016 – 1.4) and 0.7 (2016 – 0.9), respectively.
This is mainly as a result of the acquisition of the remaining minority interest in Cartrack North East (Pty)
Ltd, the deployment of expansionary capital in Europe, Asia and the Middle East as well as start-up costs
incurred in the USA.

Debtors' days (after provision for bad debts) have improved from 33 days to 31 days since 29 February
2016. A focus on credit management, improved collections processes and prudent provisioning practices
will continue to improve this key metric of operating effectiveness.

As a result, Cartrack continues to be highly cash generative with a strong and positive cash flow forecast
to year-end and beyond.

Acquisitions
In July 2016, the Group acquired the remaining 24.5% minority interest in Cartrack North East (Pty)
Ltd for a cash consideration of R7 million. This acquisition will further contribute to economies of scale,
standardisation, integration and operational simplification within the Group.

Outlook(2)
The telematics industry is growing strongly globally. Industry penetration is relatively low in all markets.
The application of telematics data continues to find traction in a broader range of asset classes and
industries.

Having commenced business as a specialist SVR service provider, Cartrack evolved to incorporate
the more data intensive and analytical fleet and insurance telematics technologies. Moving forward,
accelerated investment will be made in software and data analytical skills to extend and enhance our
service offerings to our customer. Cartrack will continue to position itself as a strong technology partner
for businesses requiring actionable data.

The focus on hardware and software design, functionality and application, as well as new market
development will position Cartrack for continued growth in the future.

For the South African segment, Cartrack expects continued strong performance based on customer
growth and expansion of its technological offerings.

Cartrack continues to closely monitor operations across Africa in order to improve penetration, collection
times and collection rates. Cartrack is confident that this segment is well positioned to weather the current
challenges it faces and to grow once trading conditions stabalise.

Cartrack has invested heavily in the operating capacity of its European operations. Cartrack expects this
region to show an improved return on that investment over the next 18 months, firstly in subscriber growth
followed by revenue growth and significant improvement in operating profit margins. A new in-house sales
workflow management system has been implemented in this segment on a pilot basis. The system will be
implemented globally once its benefits are confirmed.

Cartrack's subsidiaries in Asia and the Middle East will continue to show significant subscriber and revenue
growth while reducing operating losses over time. In line with the business case for this region, Cartrack
expects that subsidiaries will show a positive return on investment.

Cartrack USA will receive much support and investment in operating capacity over the next 18 months.
Subscriber growth is expected to be gradual as the brand is established in that market. However, Cartrack
is confident that its value proposition will be quickly accepted resulting in positive operating margin
contribution in the medium term.

Despite challenging and changing global economic conditions, and expected prolonged African
challenges, Cartrack is well positioned for organic growth and strong operating results. Under these
conditions Cartrack will, in addition to the outward growth initiatives, focus internally to optimise
profit margins.

Further consolidation within the global telematics industry is evident from the number of mergers and
acquisitions reported recently. Cartrack will remain vigilant to such industry developments. Opportunities
that may arise to provide economies of scale as well as improved subscriber value will be considered on
their merits.

Under the current prevailing economic circumstances and exchange rate levels in the regions in which
Cartrack operates, Cartrack is well positioned to deliver double digit normalised EPS for the year ending
28 February 2017.

In summary, the Group will invest heavily in research and development, data analytical skills and
distribution channels to expand and grow the subscriber base significantly. The increased sales are
expected to generate a greater number of rental contracts which will require funding. The Group will
continue to be highly cash generative going forward, but will require the retention of funding necessary
to enable Cartrack to invest for accelerated growth.

Consequently, management has re-evaluated the dividend policy, presently being a targeted cover of
between 1.25 and 1.55 times HEPS. The revised dividend policy provides for a cover of between 1.25
and 2.5 times HEPS, to be effective for FY17. Management's expectations are that the final dividend
cover for FY17 will be between 1.75 and 2.5 times HEPS.

(2)Any forecast information included in this section has not been reviewed or reported on by Cartrack's auditor in accordance
   with 8.40(a) of the JSE Listings Requirements. The directors take sole responsibility for the statements.

Basis of accounting
The interim consolidated financial statements are prepared in accordance with the requirements of
the Listings Requirements of the JSE Limited for interim reports, and the requirements of the Companies
Act applicable to interim financial statements. The Listings Requirements require interim reports to be
prepared in accordance with the framework concepts and the measurement and recognition requirements
of International Financial Reporting Standards ('IFRS') and the SAICA Financial Reporting Guides as
issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial
Reporting Standards Council and to also, as a minimum, contain the information required by IAS 34 Interim
Financial Reporting. The accounting policies applied in the preparation of the consolidated financial
statements from which the condensed financial statements were derived are in terms of IFRS and are
consistent with those accounting policies applied in the preparation of the previous consolidated annual
financial statements, apart from the improvements made to the accounting standards and interpretations.

Restatement
Group practice is to invoice subscriptions in advance and to defer recognising such subscriptions
in revenue to the subsequent reporting period(s) to which they relate. During the February 2016
year-end it was identified that this practice had not been correctly applied in all circumstances.
The 29 February 2016 results showed the impact of correcting this error for the 2014 and 2015 financial
year ends. The 31 August 2015 results have been restated for this same reason.

Dividend declaration
Ordinary shareholders are advised that the board of directors has declared an interim gross cash dividend
of 20 cents per ordinary share (17 cents net of dividend withholding tax) for the six months ended
31 August 2016 ('the cash dividend'). The cash dividend will be paid out of profits of the company.

Share code                                    CTK
ISIN                                          ZAE000198305
Company registration number                   2005/036316/06
Company tax reference number                  9108121162
Dividend number                               5
Gross cash dividend per share                 20 cents
Issued share capital as at declaration date   300 000 000
Declaration date                              Thursday, 27 October 2016
Last date to trade cum dividend               Tuesday, 6 December 2016
Shares commence trading ex dividend           Wednesday, 7 December 2016
Record date                                   Friday, 9 December 2016
Dividend payment date                         Monday, 12 December 2016

Share certificates may not be dematerialised or rematerialised between Wednesday, 7 December 2016
and Friday, 9 December 2016, both days 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

27 October 2016

Sponsor
Investec Bank Limited

UNAUDITED INTERIM CONSOLIDATED
STATEMENT OF FINANCIAL POSITION
as at 31 August 2016 

                                                                                                  Restated
                                                                       Unaudited      Audited    unaudited
                                                                      six months    12 months   six months
                                                                           ended        ended        ended
                                                                       31 August  29 February    31 August
Figures in Rand thousand                                       Note(s)      2016         2016         2015

ASSETS
Non-current assets                                                                                     
Property, plant and equipment                                            258 146      207 534      176 869   
Goodwill                                                                 151 615      156 011      146 085   
Deferred tax                                                              43 287       34 517       25 693   
                                                                         453 048      398 062      348 647   
Current assets                                                                                               
Inventories                                                               86 705       88 318       91 932   
Loans to related parties                                                   1 823        1 624        5 347   
Trade and other receivables                                          7   130 956      128 655       94 746   
Current tax receivable                                                     2 576        5 500        4 847   
Cash and cash equivalents                                                 56 615       45 181       67 044   
                                                                         278 675      269 278      263 916   
Total assets                                                             731 723      667 340      612 563   
EQUITY AND LIABILITIES                                                                                       
Equity                                                                                                       
Share capital                                                             42 488       42 488       42 488   
Reserves                                                                   8 145       26 314       37 385   
Retained income                                                          379 271      375 306      304 767   
Equity attributable to equity holders                                             
of parent                                                                429 904      444 108      384 640   
Non-controlling interest                                                  17 945       16 387       20 215   
                                                                         447 849      460 495      404 855   
Liabilities                                                                                                  
Non-current liabilities                                                                                      
Finance lease obligation                                                  11 645        7 789        6 392   
Deferred tax                                                               2 423        1 040          908   
                                                                          14 068        8 829        7 300   
Current liabilities                                                                                          
Trade and other payables                                                 174 680      159 085      156 044   
Loans from related parties                                                 1 228        1 478        1 113   
Finance lease obligation                                                  10 848        6 604        5 988   
Current tax payable                                                       44 321       26 652       36 712   
Share-based payment liability                                              6 028        4 010            –   
Bank overdraft                                                            32 701          187          551   
                                                                         269 806      198 016      200 408   
Total liabilities                                                        283 874      206 845      207 708   
Total equity and liabilities                                             731 723      667 340      612 563   


UNAUDITED INTERIM CONSOLIDATED
STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
for the six months ended 31 August 2016

                                                                                                 Restated
                                                                     Unaudited      Audited     unaudited
                                                                    six months    12 months    six months
                                                                         ended        ended         ended
                                                                     31 August  29 February     31 August
Figures in Rand thousand                                   Note(s)        2016         2016          2015

Revenue                                                          8     554 148    1 005 481       469 751   
Cost of sales                                                        (108 711)    (186 749)      (84 388)   
Gross profit                                                           445 437      818 732       385 363   
Other income*                                                            3 052        6 062         3 521   
Operating expenses*                                             13   (280 398)    (479 988)     (224 962)   
Operating profit                                                       168 091      344 806       163 922   
Investment revenue                                                       2 095        6 256         4 638   
Non-operating foreign exchange gains                                         –       15 667             –   
Finance costs                                                          (2 117)      (4 463)       (3 963)   
Profit before taxation                                                 168 069      362 266       164 597   
Taxation                                                         9    (48 704)    (102 779)      (46 732)   
Profit for the six months                                              119 365      259 487       117 865   
OTHER COMPREHENSIVE INCOME:                                                                                 
Items that may be reclassified to profit
or loss:                                                        
Exchange differences on translating                                                                         
foreign operations                                                    (19 397)        3 399         3 913   
Other comprehensive income for the
six months net of taxation                                            (19 397)        3 399         3 913   
Total comprehensive income for the
six months                                                              99 968      262 886       121 778   
Profit attributable to:                                                                                     
Owners of the parent                                                   115 100      239 674       109 135   
Non-controlling interest                                                 4 265       19 813         8 730   
                                                                       119 365      259 487       117 865   
Total comprehensive income
attributable to:                                                              
Owners of the parent                                                    96 931      245 842       113 917   
Non-controlling interest                                                 3 037       17 044         7 861   
                                                                        99 968      262 886       121 778   
EARNINGS PER SHARE                                                                                          
Basic earnings per share (cents)                                10          39           80            36   


* Bad debts recovered, previously included in other income, have been included in operating expenses 
  (August 2016: R3 079 530; February 2016: R6 029 026; August 2015: R2 421 005). This presentation fairly 
  presents the financial performance of the Group.

UNAUDITED INTERIM CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY
for the six months ended 31 August 2016

                                                                                                                      Total
                                                                   Foreign                                     attributable
                                                                  currency                                        to equity           Non-
                                                       Share   translation    Treasury      Total    Retained    holders of    controlling       Total
Figures in Rand thousand                             capital       reserve      Shares   reserves      income     the Group       interest      equity

Opening balance as previously reported                42 488        37 451           -     37 451     319 151       399 090         31 255     430 345
Adjustments
Prior period error - Note 2                                -          (66)           -       (66)    (14 384)      (14 450)       (11 040)    (25 490)
Balance at 1 September 2015 restated                  42 488        37 385           -     37 385     304 767       384 640         20 215     404 855
Profit 1 September 2015 to 29 February 2016                -             -           -          -     130 539       130 539         11 082     141 621
Other comprehensive income 1 September 2015 to
29 February 2016                                           -         1 034           -      1 034           -         1 034        (1 548)       (514)
Total comprehensive income for six months                  -         1 034           -      1 034     130 539       131 573          9 534     141 107
Purchase of own treasury shares for Share Incentive        -             -    (12 105)   (12 105)           -      (12 105)              -    (12 105)
Scheme (Treasury shares)
Dividends                                                  -             -           -          -    (60 000)      (60 000)       (13 362)    (73 362)
Total contributions by and distributions to owners
of company recognised directly in equity                   -             -    (12 105)   (12 105)    (60 000)      (72 105)       (13 362)    (85 467)
Balance at 1 March 2016                               42 488        38 419    (12 105)     26 314     375 306       444 108         16 387     460 495
Profit 1 March 2016 to 31 August 2016                      -             -           -          -     115 100       115 100          4 265     119 365
Other comprehensive income 1 March 2016
to 31 August 2016                                          -      (18 169)           -   (18 169)           -      (18 169)        (1 228)    (19 397)
Total comprehensive income for the period                  -      (18 169)           -   (18 169)     115 100        96 931          3 037      99 968
Dividends                                                  -             -           -          -   (105 000)     (105 000)          (614)   (105 614)
Changes in ownership interest - control not lost           -             -           -          -     (6 135)       (6 135)          (865)     (7 000)
Total contributions by and distributions to owners 
of company recognised directly in equity                   -             -           -          -   (111 135)     (111 135)        (1 479)   (112 614)
Balance at 31 August 2016                             42 488        20 250    (12 105)      8 145     379 271       429 904         17 945     447 849
                                                   
UNAUDITED CONDENSED INTERIM
CONSOLIDATED STATEMENT OF CASH FLOWS
for the six months ended 31 August 2016

                                                                                                Restated
                                                                    Unaudited      Audited     unaudited
                                                                   six months    12 months    six months
                                                                        ended        ended         ended
                                                                    31 August  29 February     31 August
Figures in Rand thousand                                 Note(s)         2016         2016          2015

Cash flows from operating activities                                  211 569      261 386       115 330   
Cash flows from investing activities                                (126 906)    (154 308)      (70 670)   
Cash flows from financing activities                                (103 190)    (173 867)      (89 674)   
Total cash movement for the period                                   (18 527)     (66 789)      (45 014)   
Cash at the beginning of the period                                    44 994      109 933       109 933   
Effect of exchange rate movement on cash                                                                   
balances                                                              (2 553)        1 850         1 574   
Total cash at end of the period net of                                                                     
bank overdraft                                                         23 914       44 994        66 493   

ACCOUNTING POLICIES

1. PRESENTATION OF GROUP FINANCIAL STATEMENTS

   The interim unaudited condensed consolidated financial statements are prepared in accordance with
   the requirements of the JSE Limited Listings Requirements for interim reports, and the requirements
   of the Companies Act applicable to interim financial statements. The Listings Requirements require
   interim reports to be prepared in accordance with the framework concepts and the measurement and
   recognition requirements of International Financial Reporting Standards ('IFRS') and the SAICA Financial
   Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as
   issued by the Financial Reporting Standards Council and to also, as a minimum, contain the information
   required by IAS 34 Interim Financial Reporting. The accounting policies applied in the preparation of
   the consolidated financial statements from which the condensed financial statements were derived
   are in terms of IFRS and are consistent with those accounting policies applied in the preparation of
   the previous consolidated annual financial statements, apart from the improvements made to the
   accounting standards and interpretations.

NOTES TO THE UNAUDITED CONDENSED INTERIM
CONSOLIDATED 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 reporting period(s) to which they relate. During the February 2016
   year-end it was identified that this practice had not been correctly applied in all circumstances.
   The 29 February 2016 results showed the impact of correcting this error for the 2014 and 2015
   financial year ends. The 31 August 2015 results have been restated for this same reason.

   The aggregate effect of the correction of accounting error on the consolidated interim financial
   statements is as follows:

                                                             31 August
Figures in Rand thousand                                          2015
Consolidated Statement of Financial Position
Asset
Deferred tax asset net of liability
Previously stated                                               10 820
Adjustment                                                      13 965
                                                                24 785
Trade and other receivables
Previously stated                                               79 843
Adjustment                                                      14 903
                                                                94 746 
Liabilities                                                              
Trade and other payables                                                 
Previously stated                                            (106 545)   
Adjustment                                                    (49 499)   
                                                             (156 044)   
Income tax asset net of liability                                        
Previously stated                                             (27 006)   
Adjustment                                                     (4 859)   
                                                              (31 865)   
Retained earnings closing                                                
Previously stated                                            (319 151)   
Adjustment                                                      14 384   
                                                             (304 767)   
Foreign currency translation reserve                                     
Previously stated                                             (37 451)   
Adjustment                                                          66   
                                                              (37 385)   
Non-controlling interest                                                 
Previously stated                                             (31 255)   
Adjustment                                                      11 040   
                                                              (20 215)   
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

                                                             31 August
Figures in Rand thousand                                          2015

Revenue
Previously stated                                              469 728
Adjustment                                                          23
                                                               469 751
Taxation
Previously stated                                             (46 757)
Adjustment                                                          25
                                                              (46 732)
Profit attributable to:
Owners of the parent                                           109 135
Previously stated                                              108 737
Adjustment                                                         398
Non-controlling interest                                         8 730
Previously stated                                                9 080
Adjustment                                                       (350)

                                                               117 865
Basic earnings per share (cents)
Previously stated                                                36.25
Adjustment                                                        0.13
                                                                 36.38
Headline earnings per share (cents)
Previously stated                                                37.25
Adjustment                                                        0.13
                                                                 37.38

3. SEGMENT REPORTING

   The group is organised into geographical business units and has five 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 revenue and profit or loss and is measured consistently with consolidated financial statements.

                                                                                                  Asia Pacific and
Segment report -                                     South Africa    Africa-Other       Europe         Middle East         USA        Total
31 August 2016
Revenue                                                   413 154          56 972       55 063              28 959           -      554 148
Intersegment elimination of revenue                       157 200               -          719                 157           -      158 076
Revenue before segment elimination                        570 354          56 972       55 782              29 116           -      712 224
Profit before taxation includes the following items       144 668          19 171        9 630             (4 183)     (1 217)      168 069
Investment revenue                                          1 264             807            -                  24           -        2 095
Finance costs                                             (1 971)               -        (138)                 (8)           -      (2 117)
Net foreign exchange (loss)/gain**                          (501)         (1 415)           47               (193)           -      (2 062)
Depreciation                                             (48 792)         (1 227)     (14 500)             (3 113)           -     (67 632)
Total tangible assets                                     368 032          80 562       82 958              46 825       1 731      580 108
Total liabilities                                       (190 312)        (41 825)     (31 875)            (19 617)       (245)    (283 874)
Goodwill                                                                                                                            151 615
Equity                                                                                                                              447 849
29 February 2016
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/(loss)**                          2 830           3 891          298              19 780           -       26 799
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
31 August 2015
Revenue                                                   357 328          61 556       39 147              11 720           -      469 751
Intersegment elimination of revenue                        19 507               -            -                   -           -       19 507
Revenue before segment elimination                        376 835          61 556       39 147              11 720           -      489 258
Profit before taxation includes the following items       126 564          30 340       13 240             (5 547)           -      164 597
Investment revenue                                          2 388           2 250            -                   -           -        4 638
Finance costs                                             (3 698)           (240)         (11)                (14)           -      (3 963)
Net foreign exchange gains/(loss)**                           465           1 996        (115)                (18)           -        2 328
Depreciation                                             (37 298)         (1 004)      (7 466)               (620)           -     (46 388)
Total tangible assets                                     307 653          90 242       45 181              23 402           -      466 478
Total liabilities                                       (124 823)        (55 824)     (19 064)             (7 997)           -    (207 708)
Goodwill                                                                                                                            146 085
Equity                                                                                                                              404 855

**This amount includes both operating and non-operating net foreign exchange (loss)/gain, as applicable.
Please refer to annexure 1 for a constant currency comparison of the financial performance of these segments.

4. COMMITMENTS

   Mercantile Bank Limited has provided a facility of R40 million (February 2016: R40 million; 
   August 2015: R40 million) to Cartrack Manufacturing Proprietary Limited. Cartrack Proprietary Limited has
   provided limited suretyship in favour of Mercantile Bank Limited for this facility. At the end of the
   period, the amount utilised was R32 701 840 (February 2016: R NIL; August 2015: R NIL).

   Nedbank Limited has provided a facility of R5 million (February 2016: R2.5 million; 
   August 2015: R2.5 million) to Plexique Proprietary Limited. Cartrack Proprietary Limited has provided a limited
   guarantee for the facility in favour of Nedbank Limited. At the end of the period, the amount utilised
   was R1 124 398 ( February 2016: R 1 124 398, August 2015:NIL).

   The Private Security Industry Regulatory Authority ('PSIRA') requires the directors of Cartrack North
   East Proprietary Limited ('the directors') to provide a suretyship for due payment of any amounts due
   to the PSIRA pursuant to registration with PSIRA in terms of the Private Security Industry Regulation
   Act, No 56 of 2001. Cartrack Proprietary Limited has provided an indemnity to the directors, limited
   to an amount of R20 000 (February 2016: R20 000; August 2015: R NIL), which indemnity will be
   reviewed on an annual basis.

   Cartrack Investments UK Limited has provided Cartrack Espana, S.L with a loan in the amount of Euro
   1 392 486 (February 2016: Euro 1 392 486; August 2015: Euro 1 392 486) ('the Loan'). Cartrack
   Technologies Asia Pte. Ltd has provided Cartrack Investments UK Limited with a guarantee for
   repayment of the loan.

   Cartrack Manufacturing Proprietary Limited has forward exchange contracts in the amounts of
   R26 440 155 which expires on 2 December 2016 and R44 214 000 which expires on 3 April 2017
   (February 2016: R5 740 000; August 2015: R NIL).

5. BUSINESS COMBINATIONS

   Business combinations occurring during the current six months
   Immaterial business combinations occurring during the 31 August 2016 year end
   In July 2016, the group acquired the full minority interest of 24.5% in Cartrack North East Proprietary
   Limited for a cash consideration of R7 million. The new holding in Cartrack North East Proprietary
   Limited is 100%. The group acquired this company in order to achieve economies of scale,
   standardisation, integration and operational simplification.

   Immaterial business combinations occurring during the February 2016 year end
   On 1 March 2015, the group acquired 100% of the shares in Cartrack Manufacturing Proprietary
   Limited (previously Onecell Manufacturing Proprietary Limited) from Onecell Holdings Proprietary
   Limited for a cash consideration. The group acquired this company in order to manage and control
   the procurement and manufacture of its products.

   On 1 March 2015, the group acquired 100% of the shares in Cartrack Management Services
   Proprietary Limited (previously Bonito Recruitment Services Proprietary Limited) from Onecell
   Holdings Proprietary Limited for a cash consideration. The group acquired this dormant company in
   order to account separately for group management services and related costs from within the group.

   The acquisitions detailed above are immaterial in aggregate.

6. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT

   Financial assets and liabilities are materially short term in nature and settled in the ordinary course
   of business with the exception of finance lease agreements. The fair values of these short term
   financial instruments approximate in all material respects the carrying amounts of the instruments
   as disclosed in the statement of financial position. Finance lease agreements are variable rate
   instruments which mature over a period of approximately 60 months. We estimate that the fair value
   of these agreements materially approximate the carrying amounts of the instruments as disclosed in
   the statement of financial position.

7. TRADE AND OTHER RECEIVABLES


                                                                                             Restated
                                                                 Unaudited      Audited     Unaudited
                                                                six months    12 months    six months
                                                                     ended        ended         ended
                                                                 31 August  29 February     31 August
Figures in Rand thousand                                              2016         2016          2015

Trade receivables                                                  133 004      126 272        84 248   
Provision for impairment of trade receivables                     (21 862)     (19 509)      (13 298)   
                                                                   111 142      106 763        70 950   
Prepayments                                                         11 553       12 031        11 547   
Deposits                                                             1 679        4 616         1 568   
Sundry debtors                                                       5 423        3 512         2 403   
Vat receivable                                                       1 159        1 733         8 278   
                                                                   130 956      128 655        94 746   


The credit quality of trade and other receivables can be assessed by reference to historical information.
Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy, legal
handover, financial reorganisation and default or delinquency in payments (more than 30 days overdue)
are considered indicators that the trade receivable is impaired.

The creation and release of allowances for impaired receivables have been included in operating expenses.

8. REVENUE

                                                                                             Restated
                                                                 Unaudited      Audited     Unaudited
                                                                six months    12 months    six months
                                                                     ended        ended         ended
                                                                 31 August  29 February     31 August
    Figures in Rand thousand                                          2016         2016          2015

Sale of hardware                                                    76 881      147 360        69 313   
Subscription revenue                                               467 292      842 095       394 200   
Sundry sales                                                         9 975       16 026         6 238   
                                                                   554 148    1 005 481       469 751   
                                                       
                                                                                             Restated
                                                                   Unaudited      Audited   Unaudited
                                                                  six months    12 months  six months                                                   
                                                                       ended        ended       ended
                                                                   31 August  29 February   31 August
      Figures in Rand thousand                                          2016         2016        2015

9.    TAXATION 
      Major components of the tax expense                                                           
      Current                                                                                         
      Local income tax – current period                               62 256      114 547      51 522   
      Local income tax – prior period                                      –        1 434           –   
                                                                      62 256      115 981      51 522   
      Deferred                                                                                          
      Deferred tax                                                  (13 552)     (10 060)     (4 790)   
      Deferred tax – prior period                                          –      (3 142)           –   
                                                                    (13 552)     (13 202)     (4 790)   
                                                                      48 704      102 779      46 732   
10.   BASIC EARNINGS PER SHARE                                                                       
      Basic earnings per share (cents)                                    39           80          36   
      The calculation of basic earnings per share has                                                   
      been based on the following profit attributable to                                                
      ordinary shareholders and the weighted average                                                    
      number of ordinary shares in issue.                                                               
      Weighted average number of ordinary shares                                                        
      ('000) at the beginning of the year                            300 000      300 000     300 000   
      Effect of treasury shares                                      (1 234)         (51)           –   
                                                                     298 766      299 949     300 000   
      Basic earnings                                                 115 100      239 674     109 135   

11.   HEADLINE EARNINGS PER SHARE                                                                     
      Headline earnings per share (cents)                                 38           81          37   
      Reconciliation between basic earnings and
      headline earnings                                   
      Basic earnings                                                 115 100      239 674     109 135   
      Adjusted for:                                                                                     
      Reversal of bargain purchase                                         –        3 279       3 279   
      Gain on disposal of assets net of tax                            (231)      (1 019)       (266)   
                                                                     114 869      241 934     112 148   


                                                        
                                                                                             Restated
                                                                  Unaudited      Audited    Unaudited
                                                                 six months    12 months   six months                              
                                                                      ended        ended        ended
                                                                  31 August  29 February    31 August
Figures in Rand thousand                                               2016         2016         2015

12.   NORMALISED EARNINGS PER SHARE                                                                
      Normalised earnings per share (cents)                              38           75           37   
      Reconciliation between headline earnings and
      normalised earnings                                  
      Headline earnings                                             114 869      241 934      112 148   
      Net non-operating foreign exchange gain on                                                        
      intercompany financing arrangements                                 –     (15 667)            –   
                                                                    114 869      226 267      112 148   
13.   OPERATING EXPENSE                                                                                 
      Employee related expenses                                     142 536      272 912      129 812   
      Loss/(profit) on exchange differences                           2 062     (11 332)      (2 328)   
      Lease related expenses                                         10 460       23 068       11 818   
      Depreciation                                                   67 632      102 660       46 388   
      Motor vehicle expenses                                         19 337       34 852       15 871   
      Other operating expenses                                       38 371       63 857       26 322   
                                                                    280 398      486 017      227 883   


UNAUDITED CONSOLIDATED CONSTANT
CURRENCY SEGMENT REPORT(1)
Period: Six months to 31 August 2016

                                                                                   Asia
                                                                                Pacific
                                                                                    and
(All amounts in                                  South   Africa –                Middle                 HI 17       HI 16
R000's)                                         Africa      Other     Europe       East       USA       Total       Total

Revenue                                        413 154     65 863     45 906     24 040         –     548 963     469 751   
Cost of sales:                                (67 835)   (11 064)    (7 712)    (4 481)         –    (91 092)    (84 388)   
Gross profit                                   345 319     54 799     38 194     19 559         –     457 871     385 863   
Other income                                     2 238        213         63        509         –       3 023       3 521   
Net operating foreign
exchange gain/(loss)                             (501)    (1 514)         39        105         –     (1 871)         610   
Operating expenses                           (189 425)   (29 880)   (28 878)   (22 407)   (1 217)   (271 807)   (225 572)   
Operating profit                               157 631     23 618      9 418    (2 234)   (1 217)     187 216     163 921   
Financing cost                                 (1 971)          –      (113)        (7)         –     (2 091)     (3 963)   
Financing revenue                                1 264      1 102          –         20         –       2 386       4 638   
Net non-operating
foreign exchange gain                                –          –          –          –         –           –           –   
Profit before taxation                         156 924     24 720      9 305    (2 221)   (1 217)     187 510     164 597   
Taxation                                      (42 289)    (8 286)      (257)        462              (50 370)      46 732   
Net profit after
taxation                                       114 635     16 434      9 048    (1 759)   (1 217)     137 140     117 865   
Profitability ratios                                                                                                        
Gross profit margin                                84%        83%        83%        81%         –         83%         82%   
Operating profit
margin                                             38%        36%        21%       (9%)         –         34%         35%   
Net profit margin
(before tax)                                       38%        38%        20%       (9%)         –         34%         35%   
EBITDA (R'000)                                 206 423     24 845     21 600        302   (1 217)     251 953     210 327   
EBITDA margin                                      50%        38%        47%         1%         –         46%         45%   


(1) This pro forma information is the responsibility of the directors of Cartrack.
    The purpose of this pro forma information is to provide insight into the impact of foreign exchange movements on the
    statement of comprehensive income and related earnings information, and is for illustrative purposes only. Due to its nature,
    it may not fairly present Cartrack's financial position, changes in equity, results of operations or cash flows.

The impact is computed as a combination of the following two calculations:

1.  Components included in cost of sales are largely procured in US Dollars. The impact of currency fluctuations on cost of sales
    for the period to 31 August 2016 was recomputed by applying the average exchange rates applicable to the corresponding
    31 August 2015 cost of sales, being those rates applicable at the dates of stock procurement. On this basis, the cost of sales
    for period to 31 August 2016 would have decreased by 26%, and
2.  All other actual 31 August 2016 line items were recalculated at the average exchange rates applied for the period ended
    31 August 2015.

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



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