Wrap Text
Reviewed interim results for the six months ended 30 September 2018
Novus Holdings Limited
(Incorporated in the Republic of South Africa)
JSE share code: NVS
ISIN code: ZAE000202149
Registration number: 2008/011165/06
("Novus Holdings" or "the Company" or "the Group")
REVIEWED INTERIM RESULTS
For the six months ended 30 September 2018
Novus Holdings' core operations comprises of an extensive network of specialised printing and manufacturing plants servicing customers across the continent. The Group's activities include print production of all medium to long run requirements of magazines, retail inserts, catalogues, books, newspapers, commercial and digital work, labels, educational materials, flexible packaging and manufacturing of tissue products.
SALIENT FEATURES
- Revenue remained stable at R2 297 m (2017: R2 295 m)
- Decline in gross profit margin to 26,1% (2017: 28,7%)
- Operating profit (excl. impairments, profit / (loss) on disposal of assets and loss on de-recognition of foreign subsidiary) decreased by 31,4% to R228 m (2017: R332 m)
- Headline earnings per share decreased by 31,2% to 49,4 cents per share (2017: 71,7 cents per share)
- Free cash flow* improved by R162 m to an outflow of R45 m (2017: an outflow of R207 m)
* Cash (utilised)/generated from operations less capital expenditure spent on property, plant and equipment and intangibles (excluding proceeds on disposal of assets), less taxation paid.
PERFORMANCE OVERVIEW
PRINT DIVISION
As anticipated, external print revenue declined by 14,1% to R1 828 m and operating profit declined by 38,3% to R212 m. This is a direct impact of the Media24 tender renewal which had a negative impact on the newspaper and magazine categories, coupled with diminishing consumer spend specifically impacting magazine volumes.
The majority of the Department of Basic Education (DBE) workbook tender was printed during this period with a small portion of volume to be produced in H2 of this financial year. The full DBE volumes were printed in H1 of the previous year. Consequently, the revenue contribution of the books and directories category declined by 3,6%.
Retail inserts and catalogue work, which makes up 26% of the Group's revenue, has increased by 5,5% year-on-year. This increase is mainly due to internal organic growth and existing customers increasing their print volumes and print marketing spend to counter declining consumer spend.
PACKAGING DIVISION
The Packaging division revenue significantly increased in this period following the acquisition of ITB Plastics on 01 October 2017. This revenue contribution has compensated for the majority of the loss of turnover in the Print division albeit at weaker margins. Operating profit in the Packaging division increased by 90,8%.
ITB Plastics production and sales was hindered by a 27-day strike in this period. This business has also faced unfavourable economic trading conditions and rising costs of raw materials creating further margin pressure due to the difficulty of passing price increases on to the end user.
As this is a growth and focus area, the Group is pleased with Paarl Labels performance as it increased revenue by 23,2%. This is largely due to increased allocation of work from existing larger customers.
TISSUE DIVISION
The Tissue division increased sales revenue by 50,3% with the additional mill capacity coming online. Measures were implemented to reduce losses, and while this business has improved and is close to break-even, it is still not performing to satisfaction.
OVERHEADS AND CASH UTILISATION
The Group has seen the benefit of the implementation of its right-sizing measures following the changes to the Media24 contracts with operating expenses reduced by 4% on a like-for-like basis.
The impact of the fluctuating foreign exchange rate in this period was negligible and mostly negated by the Group's forex cover policy.
Utilisation of cash resources has been a major focus during the period. Capital expenditure has reduced by R30 m, net working capital improved by R181 m, share buy-backs have been introduced and a prudent level of balance sheet gearing has been allowed.
The closure of a key local paper mill has necessitated the importation of certain paper grades which impacted the amount of stock held, increasing cash outlay by more than R80 m compared to the prior year.
Despite the R57 m expended on share buy-backs (ex. dividend) and reduced EBITDA, the Group has managed to reduce cash outflow during this period by R81 m.
GROUP GOVERNANCE
CHANGES TO THE BOARD
After serving on the Board for three and a half years, Mr. Bernard Olivier has retired as non-executive director effective 17 August 2018. Mr Olivier served as chairman of the Audit Committee and Remuneration Committee, and was a member of the Nominations Committee. The Board wishes to thank Mr. Olivier for his long-standing and valuable contribution to the Group.
Mr. Christoff Botha has been appointed as chairman of the Audit and Risk Committee as well as the chairman of the Remuneration Committee.
Effective 20 August 2018, Mr. Dennis Mack was appointed as independent non-executive director. Mr. Mack has been appointed to the Audit and Risk Committee, the Remuneration Committee and the Nominations Committee.
After being appointed as acting chief financial officer (CFO) effective 02 July 2018, Mr. Harry Todd was subsequently appointed as CFO and executive director, effective 01 October 2018. Group financial manager, Ms. Keshree Alwar was identified as CFO designate and appointed as an alternate director, effective 01 October 2018.
The Nominations subcommittee has made good progress in identifying potential candidates to assume the chairman role and the Board looks forward to finalising the appointment in the near future.
The composition of the Board and balance of power remains aligned with the requirements of the King IV Report on Corporate Governance™ for South Africa.
CHANGES TO THE COMPANY SECRETARY
In compliance with paragraph 3.59(a) of the JSE Listing Requirements, Kilgetty Statutory Services (Pty) Ltd has been replaced by Ms. Melonie Brink as Group Company Secretary, effective 01 October 2018.
OUTLOOK
The first half of the year has witnessed the stabilisation of the print segment with new bases having been set.
The ITB Plastics acquisition has been bedded down satisfactorily, however the current results have been below expectation. In order to ensure acceptable profit contribution and growth, it will be supported by further Group management involvement.
While the preferred outcome for the Tissue operation remains an exit strategy on the most beneficial terms, we remain committed to ensuring that this business' profitability continues to improve.
Raw material pricing (paper and polymer) has shown a steady increase during the year which will result in a negative impact on the second half should this continue. Further weakness in the exchange rate could create further margin pressure going forward.
Further to the Business Update issued via SENS dated 28 September 2018, the Group will continue to focus on maximising efficiency throughout its operations, along with disciplined cash allocation with priority given to existing assets.
The drive to enhance the Group's B-BBEE credentials will continue.
The forecast information for the full financial year as provided in the Business Update remains within range, shareholders will be advised should there be any known changes to this forecast information.
16 November 2018
Cape Town
Sponsor: Investec Bank Limited
RESULTS PRESENTATION
Shareholders are advised that Novus Holdings will host a live audio webcast at 10h00 (SA time) on 20 November 2018. The webcast can be accessed at http://www.corpcam.com/Novus20112018. Once concluded, a recording of the webcast will be available on the Group's website at www.novus.holdings.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 September 30 September 31 March
2018 2017 2018
Reviewed Reviewed Audited
Note R'000 R'000 R'000
ASSETS
Non-current assets 2 210 728 2 360 473 2 253 283
Property, plant and equipment 10 1 894 411 2 092 353 1 919 115
Goodwill 6 173 054 155 419 173 054
Other intangible assets 28 030 40 370 30 790
Available-for-sale financial assets - 3 000 3 090
Financial assets at fair value through other comprehensive income 3 126 - -
Loans and receivables - 6 580 6 517
Financial assets at amortised cost 5 434 - -
Deferred taxation assets 106 673 62 751 120 717
Current assets 1 739 325 1 849 098 1 520 199
Inventory 587 455 345 214 474 675
Trade and other receivables 1 011 452 1 244 300 702 154
Derivative financial instruments 15 14 322 22 670 731
Current income tax receivable 19 179 - 8 000
Cash and cash equivalents 79 630 173 510 243 948
Non-current assets held for sale 11 27 287 63 404 90 691
TOTAL ASSETS 3 950 053 4 209 571 3 773 482
EQUITY AND LIABILITIES
Capital and reserves attributable to the
Group's equity holders 2 727 820 2 961 455 2 787 087
Share capital 602 656 606 040 606 040
Treasury shares (427 824) (368 172) (368 172)
Other reserves (74 516) (780 669) (80 596)
Retained earnings 2 627 504 3 504 256 2 629 815
Non-controlling interest 4 150 (371) 3 672
TOTAL EQUITY 2 731 970 2 961 084 2 790 759
LIABILITIES
Non-current liabilities 377 972 374 143 374 163
Post-employment benefit obligations and provisions 19 950 19 183 20 191
Long-term liabilities 91 510 58 886 99 252
Cash-settled share-based payment liability - 1 469 1 845
Deferred taxation liabilities 237 320 251 268 221 357
Deferred income 29 192 43 337 31 518
Current liabilities 840 111 874 344 608 560
Provisions 4 167 186 4 538
Current portion of long-term liabilities 15 274 2 098 16 254
Trade and other payables 613 535 500 828 528 611
Current income tax payable - 13 843 -
Dividends payable 110 - -
Derivative financial instruments 15 5 144 54 21 055
Bank overdrafts 199 111 355 458 35 332
Deferred income 2 770 1 877 2 770
TOTAL EQUITY AND LIABILITIES 3 950 053 4 209 571 3 773 482
CONDENSED CONSOLIDATED INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME
Six months ended Year ended
30 September 31 March
2018 2017 2018
Reviewed Reviewed Audited
Note R'000 R'000 R'000
CONSOLIDATED INCOME STATEMENT
Revenue 2 297 452 2 294 583 4 308 102
Cost of sales (1 698 461) (1 635 939) (3 181 105)
Gross profit 598 991 658 644 1 126 997
Operating expenses (371 033) (326 537) (626 278)
Other gains /(losses) (5 627) 6 415 (358 772)
Operating profit 222 331 338 522 141 947
Finance income 4 111 6 499 12 948
Finance costs (15 106) (13 429) (52 894)
Profit before taxation 211 336 331 592 102 001
Taxation (58 501) (97 839) (30 898)
Net profit for the period 152 835 233 753 71 103
Net profit for the period attributable to:
Equity holders of the Group 152 702 233 751 70 418
Non-controlling interest 133 2 685
152 835 233 753 71 103
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Other comprehensive income, net of taxation 1 894 17 495 (2 735)
Items that may be subsequently reclassified to profit or loss
- Effect of cash flow hedges 2 595 24 371 (2 080)
- Tax effect (727) (6 823) 582
- Translation of foreign operations - (74) (2 697)
- Tax effect - 21 755
- Fair value reserve 36 - 90
- Tax effect (10) - (25)
Items that will not be reclassified to profit or loss
- Remeasurement of post-employment benefit obligations and provisions - - 730
- Tax effect - - (90)
Total comprehensive income 154 729 251 248 68 368
Total comprehensive income attributable to:
Equity holders of the Group 154 596 251 246 67 683
Non-controlling interest 133 2 685
154 729 251 248 68 368
Earnings per share (cents)
Basic 7 48.09 73.15 22.04
Diluted 7 48.09 73.15 22.04
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Six months ended Year ended
30 September 31 March
2018 2017 2018
Reviewed Reviewed Audited
Note R'000 R'000 R'000
Balance at beginning of the period 2 790 759 2 882 465 2 882 465
Changes in accounting policies 16 5 828 - -
Balance at the beginning of the period (restated) 2 796 587 2 882 465 2 882 465
Transactions with owners and non-controlling interests
Changes in share capital, premium and treasury shares
- Share buy-backs 17 (59 652) - -
- Cancellation of repurchased shares (3 384) - -
Changes in reserves
- Total comprehensive income for the period 154 596 251 246 67 683
- Share-based compensation movement 388 6 317 15 007
- Other movements - - 504
- Reclassification of foreign currency translation reserve
on sale of subsidiary 18 3 798 - -
- Dividends paid 14 (160 840) (178 946) (178 946)
Changes in non-controlling interest
- Total comprehensive income for the period 133 2 685
- Transactions with non-controlling interests 345 - 3 361
Balance at the end of the period 2 731 970 2 961 084 2 790 759
Comprising:
Share capital and premium 602 656 606 040 606 040
Treasury shares (427 824) (368 172) (368 172)
Existing control business combination reserve (128 460) (857 897) (128 460)
Share based compensation reserve 54 430 63 686 54 042
Hedging reserve (1 399) 15 269 (3 268)
Actuarial reserve 822 182 822
Foreign currency translation reserve - (1 909) (3 797)
Fair value reserve 91 - 65
Retained earnings 2 627 504 3 504 256 2 629 815
Non-controlling interest 4 150 (371) 3 672
2 731 970 2 961 084 2 790 759
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended Year ended
30 September 31 March
2018 2017 2018
Reviewed Reviewed Audited
Note R'000 R'000 R'000
Cash flows from operating activities
Cash (utilised)/generated from operations (8 942) (36 522) 683 632
Finance income 4 111 6 415 12 948
Finance costs (8 228) (6 319) (18 254)
Taxation paid (42 378) (94 227) (169 226)
Net cash (utilised in)/generated from operating activities (55 437) (130 653) 509 100
Cash flows from investing activities
Acquisition of property, plant and equipment (54 574) (84 082) (138 065)
Proceeds on disposal of property, plant and equipment 61 129 9 579 21 424
Loans and receivables advanced (1 083) (4 450) (3 448)
Proceeds from other loans and receivables - - 227
Purchase of intangible assets (616) (1 433) (1 887)
Insurance proceeds - - 2 086
Acquisition of subsidiaries/businesses (42 041) - (202 149)
Net cash utilised in investing activities (37 185) (80 386) (321 812)
Cash flows from financing activities
Repayment of long-term loans (6 475) - (26 950)
Repayment of short-term loans (1 478) (16 667) -
Repayment of capitalised finance leases (3 704) (2 520) -
Payment for shares bought back (62 374) - -
Share buy-back transaction costs (604) - -
Dividends paid 14 (160 840) (178 946) (178 946)
Net cash utilised in financing activities (235 475) (198 133) (205 896)
Net decrease in cash and cash equivalents (328 097) (409 172) (18 608)
Cash and cash equivalents at the beginning of the period 208 616 227 224 227 224
Cash and cash equivalents at the end of the period (119 481) (181 948) 208 616
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2018
1. Basis of preparation
The condensed consolidated interim financial statements for the six months ended 30 September 2018 have been prepared in accordance with International Financial Reporting Standards (IFRS), (IAS) 34 Interim Financial Reporting and the IFRS Interpretations Committee (IFRIC), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, Financial Pronouncements as issued by the Financial Reporting Standards Council, the Companies Act of South Africa and the JSE Limited ("JSE") Listings Requirements.
The accounting policies used in preparing the condensed consolidated interim financial statements are in terms of International Financial Reporting Standards and are consistent with those applied in the previous annual financial statements, except for the adoption of IFRS 15 Revenue from Contracts with Customers and IFRS 9 Financial Instruments
(see note 16).
Other than the above, none of the new or amended accounting pronouncements that are effective for the financial year commencing 01 April 2018 are expected to have a material impact on the Group. Management is in process of assessing the impact of IFRS 16 Leases on the Group which is not expected to have a material impact on total assets. Current operating leases relate to leased property.
2. Estimates
The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 March 2018.
3. Seasonality of operations
Due to the seasonal nature of the operating segments within the Group, revenue and operating profit in the second half of the year will not necessarily be in line with the first six months.
4. Preparation of the Condensed Consolidated Interim Financial Statements
The preparation of the condensed consolidated interim financial statements was supervised by the Group chief financial officer, Harry Todd CA(SA).
5. Review by the Independent Auditor
The condensed consolidated interim financial statements have been reviewed by the Group's auditor, PricewaterhouseCoopers Inc., whose unqualified review opinion appears at the end of this report. The review opinion does not necessarily cover all the information contained in this interim report.
6. Goodwill
Goodwill arises on the acquisition of interests in subsidiaries and is subject to an annual impairment assessment. There has been no impairment charge recognised during the period. Movements in the Group's goodwill for the period are detailed below:
Six months ended Year ended
30 September 31 March
2018 2017 2018
Reviewed Reviewed Audited
R'000 R'000 R'000
Goodwill
Cost 235 632 155 419 235 632
Accumulated impairment (62 578) - (62 578)
Closing balance 173 054 155 419 173 054
7. Earnings per share
Basic earnings per share
Earnings per share is calculated using the weighted average number of ordinary shares in issue during the period and is based on the net profit attributable to ordinary shareholders. For the purpose of calculating earnings per share, treasury shares are deducted from the number of ordinary shares in issue. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares and is based on the net profit attributable to ordinary shareholders, adjusted for the after-tax dilutive effect. Currently the share options granted and vested under equity settled schemes to participating employees and directors are anti-dilutive.
Headline earnings per share
Headline earnings per share is calculated using the weighted average number of ordinary shares in issue during the period and is based on the net profit attributable to ordinary shareholders, after excluding those items as required by Circular 4/2018 issued by the South African Institute of Chartered Accountants (SAICA).
Six months ended Year ended
30 September 31 March
2018 2017 2018
Reviewed Reviewed Audited
R'000 R'000 R'000
Calculation of headline earnings
Net profit attibutable to shareholders 152 702 233 751 70 418
Adjusted for:
- Loss / (profit) on sale of property, plant and equipment 2 275 (6 256) (11 293)
- Reclassification of foreign currency translation reserve on
sale of subsidiary 3 798 - -
- Profit on sale of foreign subsidiary (446) - -
- Insurance proceeds - (159) (2 086)
- Impairment in value of property, plant and equipment - - 297 126
- Impairment in value of intangible assets - - 12 448
- Impairment in value of goodwill - - 62 577
158 329 227 336 429 190
Total tax effect of adjustments (1 576) 1 796 (100 456)
Headline earnings 156 753 229 132 328 734
Number of ordinary shares in issue 346 656 348 347 332 454 347 332 454
Weighted average number of shares 317 552 998 319 545 857 319 545 857
Earnings per ordinary share (cents)
Basic 48.09 73.15 22.04
Diluted 48.09 73.15 22.04
Headline earnings per ordinary share (cents)
Basic 49.36 71.71 102.88
Diluted 49.36 71.71 102.88
8. Segmental analysis
The Group has identified its operating segments based on business by service or product and aggregated it into the reportable segments based on the nature of the operating segment and it meeting the aggregation criteria in terms of IFRS 8 paragraph 12 as they have similar profit margins, production processes, customers and suppliers. These reportable segments are Print which comprises printing of books, magazines, retail inserts and newspapers; Packaging which produces flexible packaging products and prints flexible labels and Tissue which manufactures tissue paper. Other includes all non-print or packaging related transactions. In the prior year the Other segment included Tissue, Packaging and all non-print related transactions. The prior year segment disclosure has been amended to reflect the change in reportable segments.
Six months ended Year ended
30 September 31 March
2018 2017 2018
Reviewed Reviewed Audited
R'000 R'000 R'000
Revenue 2 297 452 2 294 583 4 308 102
Print 1 835 080 2 135 469 3 648 197
Packaging 380 438 110 921 492 770
Tissue 109 805 73 069 174 576
Other - - 24 180
Intersegmental eliminations (27 871) (24 876) (31 622)
EBITDA 302 976 441 914 340 590
Print 276 383 431 910 475 194
Packaging 36 936 19 420 60 499
Tissue (10 343) (9 416) (200 637)
Other - - 5 534
Operating profit 222 331 338 522 141 947
Print 212 236 344 241 311 299
Packaging 24 868 13 031 42 362
Tissue (14 773) (18 750) (217 250)
Other - - 5 536
Total assets 3 950 053 4 209 571 3 773 482
Print 3 896 027 4 321 874 3 692 691
Packaging 637 807 250 035 610 295
Tissue 398 770 496 577 395 249
Other - - -
Intersegmental eliminations (982 551) (858 915) (924 753)
Total liabilities 1 218 083 1 248 487 982 723
Print 964 784 1 172 187 713 111
Packaging 519 556 285 179 491 908
Tissue 716 294 650 036 702 457
Other - - -
Intersegmental eliminations (982 551) (858 915) (924 753)
9. Commitments
Commitments relate to amounts for which the Group has contracted, but that have not yet been recognised as obligations in the statement of financial position. Operating lease commitments relate mainly to leased property.
Six months ended Year ended
30 September 31 March
2018 2017 2018
Reviewed Reviewed Audited
R'000 R'000 R'000
Commitments
Capital expenditure 6 562 12 882 19 834
Operating lease commitments 89 536 24 780 99 961
96 098 37 662 119 795
10. Property, plant and equipment
The movement in property, plant and equipment
is mainly due to the following:
Cash acquisitions the period 54 574 84 082 138 065
Depreciation 77 265 100 588 190 920
Impairments - - 297 126
11. Non-current assets held for sale
At March 2018, the balance included the Paarl Media Paarl building which was subsequently sold in July 2018. The remaining balance relates to the Paarl Coldset Pietermaritzburg building which was classified as held for sale at March 2018.
12. Changes in working capital
Trade receivables
The increase in trade receivables compared to 31 March 2018 relates mainly to the seasonality of the business and the accounting for the contract asset in terms of IFRS 15. The contract asset amounted to R286 million.
Inventory and Trade payables
The requirement to import newsprint paper has led to higher stockholding and was the main contributor to the increased trade payables.
13. Related party transactions
During the prior financial year, in September 2017, Media24 Proprietary Limited reduced its shareholding in Novus as a result of the unbundling process which was a condition ordered by the Competition Tribunal. This changed the group relationship with Media24 as it was no longer Novus' holding company. Related-party transactions similar to those disclosed in the Group's annual financial statements for the year ended 31 March 2018 took place during the current period and there are no material related party transactions to disclose outside of the Novus Holdings Limited Group.
14. Dividends
A dividend of R161 million (2018: R 179 million) that relates to the period to 31 March 2018 was paid in September 2018.
15. Financial risk management and financial instruments
15.1 Financial risk factors
The Group's activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk.
The condensed consolidated interim Group financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the Group's annual financial statements as at 31 March 2018. There have been no material changes in the Group's credit, liquidity and market risk or key inputs in measuring fair value since 31 March 2018.
IFRS 9 eliminates the previous categories of loans and receivables and available-for-sale financial assets. Under IFRS 9, on initial recognition, a financial asset is classified at: amortised cost; fair value through other comprehensive income; or fair value through profit or loss. Loans and receivables are held to collect payments of principle and interest and will continue to be shown at amortised cost. The available-for-sale investment is measured at fair value through other comprehensive income.
15.2 Fair value estimation
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined.
Level 1 Level 2 Level 3 Total
Quoted prices
in active Significant
markets for other Significant
identical assets observable unobservable
or liabilities inputs inputs
R'000 R'000 R'000 R'000
30 September 2018
Assets
Financial assets at fair value through other
comprehensive income - 3 126 - 3 126
Foreign exchange contracts - 14 322 - 14 322
- 17 448 - 17 448
Liabilities
Contingent consideration - - 1 627 1 627
Foreign exchange contracts - 5 144 - 5 144
- 5 144 1 627 6 771
30 September 2017
Assets
Available -for- sale financial assets - 3 000 - 3 000
Foreign exchange contracts - 22 670 - 22 670
- 25 670 - 25 670
Liabilities
Foreign exchange contracts - 54 - 54
- 54 - 54
31 March 2018
Assets
Available -for- sale financial assets - 3 090 - 3 090
Foreign exchange contracts - 731 - 731
- 3 821 - 3 821
Liabilities
Contingent consideration - - 43 668 43 668
Foreign exchange contracts - 21 055 - 21 055
- 21 055 43 668 64 723
15.3 Valuation techniques used to derive Level 2 fair values
Foreign exchange contracts - in measuring the fair value of foreign exchange contracts, the Group makes use of market observable quotes of forward foreign exchange rates on instruments that have a maturity similar to the maturity profile of the Group's foreign exchange contracts. Key inputs used in measuring the fair value of foreign exchange contracts include current spot exchange rates, market forward exchange rates, and the term of the Group's foreign exchange contracts.
Financial assets at fair value through other comprehensive income - the use of quoted market prices for similar instruments.
The carrying amounts of the other financial assets and liabilities is a reasonable approximation of their fair values.
16. Changes in accounting policies
The Group has applied both IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers using the modified retrospective approach, by recognising the cumulative effect of initially applying IFRS 9 and IFRS 15 as an adjustment to the opening balance of equity at 01 April 2018. Therefore the comparative information has not been restated and continues to be reported under IAS 18 Revenue and IAS 39 Financial Instruments. IFRS 9 was assessed by management at the reporting date and concluded that there is no material impact for the Group.
IFRS 9 Financial instruments
IFRS 9 replaces the 'incurred loss' model in IAS 39 with an 'expected credit loss' (ECL) model. The new impairment model applies to financial assets measured at amortised cost, contract assets and debt investments at FVOCI, but not investments in equity instruments. Under IFRS 9, credit losses are recognised earlier than under IAS 39.
Under IFRS 9, loss allowances are measured on either of the following bases:
- 12-month ECLs: these are ECLs that result from possible default events within the 12 months after the reporting date; and
- life time ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument.
The Group will measure loss allowances at an amount equal to lifetime ECLs.
IFRS 15 Revenue from Contracts with Customers
The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer. A contract asset is raised for products printed but not yet invoiced/delivered as per the below policy. Management has assessed the effects of applying the new standard on the Group's financial statements and has identified the following:
Type of product/service Revenue recognition and timing Nature of change in accounting policy
Printing revenue Revenue is recognised at a point in time when control Revenue will be recognised once the
passes to the customer which is when the products are product is completed to specification
completed to the customer's specifications and accepted and accepted by the customer rather
by the customer as this is when ownership passes. than upon delivery under IAS 18.
Tissue revenue Revenue is recognised at a point in time upon delivery No change under IFRS 15.
of the related product and customer acceptance.
Packaging revenue Revenue is recognised based on contractual arrangements Revenue will be recognised once the
with customers, either when control passes to the product is completed to specification
customer which is when the products are completed to and accepted by the customer or upon
customer's specifications and accepted by the customer delivery dependent on contract terms.
as this is when ownership has passed (point in time),
or upon delivery of the related product (point in time).
Waste revenue Revenue is recognised at a point in time upon delivery No change under IFRS 15.
of the related product and customer acceptance.
Other revenue Revenue is recognised at a point in time upon delivery No change under IFRS 15.
of the related product and customer acceptance.
The following table summarises the impact of transition to IFRS 15 on retained earnings at 01 April 2018:
Previously reported IFRS 15 Restated
31 March 2018 31 March 2018
R'000 R'000 R'000
Income statement
Revenue 4 308 102 33 741 4 341 843
Cost of sales (3 181 105) (25 644) (3 206 749)
Deferred tax (30 898) (2 269) (33 167)
Net profit after tax 71 103 5 828 76 931
Statement of financial position
Trade and other receivables 702 154 33 741 735 895
Inventory 474 674 (25 644) 449 030
Retained earnings 2 629 815 5 828 2 635 643
Deferred taxation liability 221 357 2 269 223 626
The IFRS 15 impact on net profit after tax for the period ended 30 September 2018 amounted to R60 million.
17 Share buy-backs
In terms of a general authority granted by Novus Holdings shareholders at the Company's annual general meeting held on 17 August 2018, a special resolution was passed to approve the repurchase of its ordinary shares. The Group purchased a total of 12 758 403 ordinary shares in the Company during August/September 2018. The shares were acquired at an average price of R4,65 per share including share transaction costs, ranging from R4,10 to R4,80 per share. The total cost of R59 651 193,35, including transaction costs of R353 503,39 was accounted for as a debit to equity as these shares are held as treasury shares in the Group.
18 Disposal of International Printing Group Limitada
During the period, the Group disposed of its 97,74% interest in its only foreign subsidiary, International Printing Group Limitada. The exchange differences previously recognised in equity were reclassified to profit or loss with a profit of disposal of foreign subsidiary being recognised.
19 Events after reporting date
The directors are not aware of any matter or circumstance, other than the below, arising since the end of the reporting date that would significantly affect the operations of the Group or the results of its operations. During October/November 2018, the Group has repurchased an additional 9 952 509 ordinary shares at a total cost of R42 415 575,85. These shares are held as treasury shares.
INDEPENDENT AUDITOR’S REVIEW REPORT ON INTERIM FINANCIAL STATEMENTS TO THE SHAREHOLDERS OF NOVUS HOLDINGS LIMITED
We have reviewed the condensed consolidated interim financial statements of Novus Holdings Limited, which comprise the condensed consolidated statement of financial position as at 30 September 2018 and the related condensed consolidated income statement, statement of comprehensive income, changes in equity and cash flows for the six-months then ended, and selected explanatory notes.
DIRECTOR'S RESPONSIBILITY FOR THE INTERIM FINANCIAL STATEMENTS
The directors are responsible for the preparation and presentation of these interim financial statements in accordance with the International Financial Reporting Standard, (IAS) 34 Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of interim financial statements that are free from material misstatement, whether due to fraud or error.
AUDITOR'S RESPONSIBILITY
Our responsibility is to express a conclusion on these interim financial statements. We conducted our review in accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. ISRE 2410 requires us to conclude whether anything has come to our attention that causes us to believe that the interim financial statements are not prepared in all material respects in accordance with the applicable financial reporting framework. This standard also requires us to comply with relevant ethical requirements.
A review of interim financial statements in accordance with ISRE 2410 is a limited assurance engagement. We perform procedures, primarily consisting of making inquiries of management and others within the entity, as appropriate, and applying analytical procedures, and evaluate the evidence obtained.
The procedures in a review are substantially less than and differ in nature from those performed in an audit conducted in accordance with International Standards on Auditing. Accordingly, we do not express an audit opinion on these interim financial statements.
CONCLUSION
Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated interim financial statements of Novus Holdings Limited for the six months ended 30 September 2018 are not prepared, in all material respects, in accordance with the International Financial Reporting Standard, (IAS) 34 Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and the requirements of the Companies Act of South Africa.
PricewaterhouseCoopers Inc.
Director: V. Harri
Registered Auditor
Cape Town
15 November 2018
DIRECTORATE
INDEPENDENT NON-EXECUTIVE DIRECTORS
Jan Potgieter (Acting Chairman)
Christoffel Botha
Dennis Mack
Lulama Mtanga
Sandile Zungu
Non-independent non-executive director
Noluvuyo Mkhondo
EXECUTIVE DIRECTORS
Neil Birch
Harry Todd
Keshree Alwar (Alternate)
COMPANY SECRETARY
Melonie Brink
COMPANY INFORMATION
Novus Holdings registered office: 10 Freedom Way, Milnerton, Cape Town, 7441
Listing: Johannesburg Stock Exchange (JSE)
Transfer secretary: Link Market Services South Africa Proprietary Limited
Sponsor: Investec Bank Limited
Auditor: PricewaterhouseCoopers Inc. Cape Town
ADMINISTRATIVE INFORMATION
Novus Holdings Limited (Incorporated in the Republic of South Africa)
("Novus Holdings" or "the Company" or "the Group")
Registration number: 2008/011165/06
JSE share code: NVS
ISIN code: ZAE000202149
www.novus.holdings
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