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DigiCore Holdings Ltd FY 2012 results
 

DigiCore Holdings Ltd FY 2012 results

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DigiCore Holdings Ltd FY 2012 results

DigiCore Holdings Ltd FY 2012 results

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DigiCore Holdings Ltd FY 2012 results DigiCore Holdings Ltd FY 2012 results Presentation Transcript

  • ANNUAL FINANCIAL STATEMENTS Group and company financial statements for the year ended 30 June 2012 These group and company financial statements have been audited in compliance with the applicable requirements of the Companies Act of South Africa, 71 of 2008. Published 19 September 2012 2012
  • General information Country of incorporation and domicile South Africa Nature of business and principal activities Manufacturing and distribution of fleet management and vehicle tracking solutions Directors SR Aberdein D du Rand NA Gasa MD Rousseau SS Ntsaluba NH Vlok BS Khuzwayo BC Esterhuyzen Prof B Marx Dr L Msengana-Ndlela JD Wiese J Verster G Pretorius AJ Voogt Registered office DigiCore Building, Regency Office Park 9 Regency Drive, Route 21 Corporate Park Irene Ext 30, Centurion, South Africa Postal address PO Box 68270 Highveld Park 0169 Bankers Absa Bank Ltd Auditors PKF (Gauteng) Inc. Registered Auditors Chartered Accountants (SA) Registration Number: 2000/026635/21 Secretary DA Nieuwoudt CA(SA) Company registration number 1998/012601/06 Preparer The group and company financial statements were internally compiled by: AJ Voogt CA(SA), the group chief financial officer and V Venkatkumar CA(SA), the group financial manager JSE share code DGC ISIN ZAE000016945
  • ANNUAL FINANCIAL STATEMENTS 2012 1 Index The reports and statements set out below comprise the group and company financial statements presented to the shareholders: Page Audit and risk committee report 2 Directors’ responsibilities and approval 3 Company secretary’s certification 3 Independent auditors’ report 4 Directors’ report 5 Statements of financial position 8 Statements of comprehensive income 9 Statements of changes in equity 10 Statements of cash flows 11 Accounting policies 12 Notes to the group and company financial statements 21 Group segmental analysis 50
  • 2 Audit and risk committee report This report is provided by the audit and risk committee appointed in respect of the 2012 financial year of DigiCore Holdings Limited. 1. Objective The objective of the committee is to perform its statutory responsibilities regarding the appointment and independence of the external auditor as per section 94 of the Companies Act 71 of 2008, and in performance of its corporate governance responsibilities, to assist the board in discharging its duties and responsibilities relating to financial reporting, auditing and the safeguarding of the company’s assets. 2. Members of the committee The members of the committee are recommended by the board to the shareholders for election at the annual general meeting.The shareholders confirmed the following as members of the committee: Name Qualification Prof B Marx DCom (UJ), MCompt (UFS), CA(SA), RAA,ACCA (UK) SS Ntsaluba BCom (Hons), BCompt (Unisa),CA(SA), HDip Tax Law (RAU) G Pretorius BSc, BIng, LLB (Stell), PMD (Harvard) The committee is satisfied that the members thereof have the required knowledge and experience as set out in section 94(5) of the Companies Act 71 of 2008, and Regulation 42 of the Companies Regulations, 2011. 3. Meetings held by the committee The committee performs the duties laid upon it by section 94(7) of the Companies Act 71 of 2008, by holding meetings with the key role players on a regular basis and by the unrestricted access granted to the external auditors. The committee held five scheduled meetings during the 2012 financial year and all the members of the committee attended all the meetings. 4. External auditor The committee satisfied itself through enquiry that the external auditors are independent as defined by the Companies Act 71 of 2008, and as per the standards stipulated by the auditing profession. Requisite assurance was sought and provided by the Companies Act 71 of 2008, that internal governance processes within the firm support and demonstrate the claim to independence. The committee, in consultation with executive management, agreed to the terms of engagement.The audit fee for the external audit has been considered and approved taking into consideration such factors as the timing of the audit, the extent of the work required and the scope. The committee has considered and pre-approved all non-audit services provided by the external auditors and the extent and scope of the work required and the fees relative thereto so as to ensure the independence of the external auditors is maintained. The committee has nominated PKF (Gauteng) Inc as the independent auditor and Sanjay Ranchhoojee as the designated partner, who is a registered independent auditor, for appointment of the 2013 audit. 5. Group and company financial statements The committee has, based on the information provided to it by management and the external auditors, evaluated whether the financial statements are a true and fair view in all material respects, and have subsequently thereafter recommended the financial statements for approval to the board.The board has subsequently approved the financial statements, which will be open for discussion at the forthcoming annual general meeting. 6. Financial function and finance office As required by the JSE Ltd Listings Requirements, par 3.84(h), the committee has satisfied itself that the chief financial officer,AJ Voogt, has appropriate experience and expertise. The committee has also satisfied itself regarding the experience, expertise and resources of the finance function. On behalf of the audit and risk committee Prof Ben Marx Chairman Centurion 19 September 2012
  • ANNUAL FINANCIAL STATEMENTS 2012 3 Directors’ responsibilities and approval The directors are required in terms of the Companies Act 71 of 2008, to maintain adequate accounting records and are responsible for the content and integrity of the group and company financial statements and related financial information included in this report. It is their responsibility to ensure that the group and company financial statements fairly present the state of affairs of the group as at the end of the financial year and the results of its operations and cash flows for the period then ended, in conformity with International Financial Reporting Standards.The external auditors are engaged to express an independent opinion on the group and company financial statements. The group and company financial statements are prepared in accordance with International Financial Reporting Standards and are based upon appropriate accounting policies consistently applied and supported by reasonable and prudent judgments and estimates. The directors acknowledge that they are ultimately responsible for the system of internal financial control established by the group and place considerable emphasis on maintaining a strong control environment.To enable the directors to meet these responsibilities, the board sets standards for internal control aimed at reducing the risk of error or loss in a cost-effective manner.The standards include the proper delegation of responsibilities within a clearly defined framework, effective accounting procedures and adequate segregation of duties to ensure an acceptable level of risk. These controls are monitored throughout the group and all employees are required to maintain the highest ethical standards in ensuring the group’s business is conducted in a manner that in all reasonable circumstances is above reproach.The focus of risk management in the group is on identifying, assessing, managing and monitoring all known forms of risk across the group.While operating risk cannot be fully eliminated, the group endeavours to minimise it by ensuring that appropriate infrastructure, controls, systems and ethical behaviour are applied and managed within predetermined procedures and constraints. The directors are of the opinion, based on the information and explanations given by management that the system of internal control provides reasonable assurance that the financial records may be relied on for the preparation of the group and company financial statements. However, any system of internal financial control can provide only reasonable, and not absolute, assurance against material misstatement or loss. The directors have reviewed the group’s cash flow forecast for the year to 30 June 2013 and, in the light of this review and the current financial position, they are satisfied that the group has access to adequate resources to continue in operational existence for the foreseeable future. The external auditors are responsible for independently reviewing and reporting on the group and company financial statements.The group and company financial statements have been examined by the group’s external auditors and their report is presented on page 4. The group and company financial statements set out on pages 5 to 51, which have been prepared on the going concern basis, were approved by the board on 19 September 2012 and are signed on its behalf: BC Esterhuyzen AJ Voogt Chief executive officer Chief financial officer Centurion 19 September 2012 Company secretary’s certification Declaration by the group COMPANY secretary in respect of section 88(2)(e) of the Companies Act In terms of section 88(2)(e) of the Companies Act 71 of 2008, as amended, I certify that the group has lodged with the commissioner all such returns as are required of a public company in terms of the Companies Act, 2008, and that all such returns are true, correct and up to date. DA Nieuwoudt CA(SA) Group Company secretary Centurion 19 September 2012
  • 4 Independent auditors’ report TO THE SHAREHOLDERS OF DIGICORE HOLDINGS LIMITED We have audited the consolidated and separate financial statements of Digicore Holdings Limited set out on pages 5 to 51, which comprise the statements of financial position as at 30 June 2012, and the statements of comprehensive income, statements of changes in equity and cash flow statements for the year then ended, and the notes, comprising a summary of significant accounting policies and other explanatory information. Directors’ Responsibility for the Consolidated Financial Statements The company’s directors are responsible for the preparation and fair presentation of these consolidated and separate financial statements in accordance with International Financial Reporting Standards 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 consolidated and separate financial statements that are free from material misstatements, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated and separate financial statements based on our audit.We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated and separate financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated and separate financial statements present fairly, in all material respects, the consolidated and separate financial position of Digicore Holdings Limited as at 30 June 2012 and its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with International Financial Reporting Standards, and the requirements of the Companies Act of South Africa. Other reports required by the Companies Act As part of our audit of the consolidated and separate financial statements for the year ended 30 June 2012, we have read the directors’ report, the audit committee’s report and the company secretary’s certificate for the purpose of identifying whether there are material inconsistencies between these reports and the audited consolidated and separate financial statements.These reports are the responsibility of the respective prepares. Based on reading these report we have not identified material inconsistencies between these reports and the audited consolidated and separate financial statements. However, we have not audited these reports and accordingly do not express an opinion on these reports. PKF (Gauteng) Inc. Registered Auditors Chartered Accountants (SA) Director: Sanjay Ranchhoojee Pretoria 19 September 2012 Tel 0861 753 782 (PKFPTA) • Inti +27 12 347 3820 • Fax +27 12 347 3737 • Email info@pkfpta.co.za • www.pkf.co.za Erasmus Forum A • 434 Rigel Avenue South • Erasmusrand • Pretoria 0181 • Private Bag X4 • Hatfield 0028 PKF (Gauteng) Inc. • Registered Auditors • Chartered Accountants (SA) • Reg No.2000/026635/21 Directors S Ranchhoojee (Managing Director), JF Grobler, MM Manilal,A Salickram, G Bar1ow-Tekie ,AJ Hannington, PR Badrick, JM Borowitz, GM Chaitowitz, B Frey, RM Huiskamp, S Kock,T Schoeman PKF (Gauteng) Inc is a member firm of the PKF South Africa Inc network of legally independent firms which practice as separate incorporated antilles in Bloemfontein, Cape Town. Durban, George, Johannesburg, Port Elizabeth, Pretoria and Welkom. PKF South Africa Inc is a member firm of that PKF lnternational Limited network of legally independent firms and does not accept any responsibility or liability fer the actions on the part of any other individual member firm or firms. PKF (Gauteng) Inc.
  • ANNUAL FINANCIAL STATEMENTS 2012 5 Directors’ report The directors submit their report for the year ended 30 June 2012. 1. Review of activities Main business and operations The company is the ultimate holding company of an international group of companies, which is incorporated in South Africa and listed on the Main Board of the JSE Ltd.The group specialises in the research, design, development, manufacture, sales and support of technologically advanced GPS/GSM fleet management and vehicle tracking solutions. The operating results and state of affairs of the company are fully set out in the attached group and company annual financial statements and do not in our opinion require any further comment. 2. Going concern The group and company financial statements have been prepared on the basis of accounting policies applicable to a going concern.This basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. 3. Events after the reporting period On 31 August 2012, the group obtained an additional 27% shareholding in Ctrack (Pty) Ltd (formerly Vehicle Management Systems (Pty) Ltd) (Incorporated in Australia).This takes the group’s shareholding in the company to 92%.The consideration of AUD783 000 has been paid in cash. On 16 July 2012,TPL Trakker (Private) Ltd listed on the Karachi Stock Exchange at a price of PKR10 per share. During the listing, an additional 30 000 000 shares were issued.This resulted in a dilution of DigiCore’s shareholding in the company from 30,00% to 25,86%.At listing date, the fair value of the investment is PKR561 746 890, which translated at the spot rate of PKR0,0879 : R1 is R49 377 552. Other than those mentioned above, the directors are not aware of any material fact or circumstance arising between the end of the financial year and the date of this report that would require adjustments to the annual financial statements. 4. Directors’ interests in contracts All directors’ interests in contracts were adequately disclosed to the members of the company and noted in the register of directors’ interests in contracts as required by the Companies Act, 2008. 5. Accounting policies The group has adopted all of the new and revised standards issued by the International Accounting Standards Board and International Financial Reporting Standards that are relevant to its operations and effective for the current financial reporting period. The adoption of these standards has not had an impact on the results of the group and company, but has resulted in more disclosure being provided. 6. Authorised and issued share capital Authorised share capital The company’s authorised share capital of 1 000 000 000 par value shares of R0,001 each remains unchanged during the year. Issued shares No shares were issued during the year under review. Unissued shares The remaining unissued ordinary shares are under the control of the directors in terms of a resolution of members passed at the last annual general meeting.This authority remains in force until the next annual general meeting. Further details with respect to authorised and issued share capital are disclosed in note 14 to the group and company financial statements. 7. Share incentive scheme Refer to note 15 for details of share-based payments during the current year. 8. Dividends The dividends already declared and paid to shareholders during the year are as reflected in the attached statements of changes in equity, once the appropriate approval was granted by the board.
  • 6 Directors’ report (continued) 9. Directors The directors of the company during the year and to the date of this report are as follows: Designation Changes SR Aberdein Executive director D du Rand Executive director NA Gasa Lead independent non-executive director and chairman of the remuneration committee MD Rousseau Chief operations officer SS Ntsaluba Independent non-executive director NH Vlok Non-executive director and chairman of the board FJ Schindehutte Chief financial officer Resigned 10 February 2012 Adv BS Khuzwayo Independent non-executive director BC Esterhuyzen Chief executive officer Prof B Marx Independent non-executive director and chairman of the audit and risk committee Dr L Msengana-Ndlela Independent non-executive director JD Wiese Non-executive director and chairman of the social and ethics committee J Verster Chief technology officer G Pretorius Independent non-executive director AJ Voogt Chief financial officer Appointed 3 May 2012 Directors’ interests in shares: Direct Indirect Beneficial Indirect Non- beneficial Total at 30 June 2012* SR Aberdein 1 140 000 8 055 708 191 500 9 387 208 D du Rand 20 000 1 869 000 102 404 1 991 404 BC Esterhuyzen 3 000 000 – – 3 000 000 MD Rousseau – 545 538 – 545 538 J Verster 72 628 – – 72 628 NH Vlok 14 334 669 17 126 735 3 005 350 34 466 754 JD Wiese – 8 813 500 – 8 813 500 18 567 297 36 410 481 3 299 254 58 277 032 at 30 June 2011* SR Aberdein 1 140 000 8 055 708 191 500 9 387 208 D du Rand 20 000 1 907 000 102 404 2 029 404 BC Esterhuyzen 3 000 000 – – 3 000 000 MD Rousseau – 545 538 – 545 538 J Verster 154 760 – – 154 760 NH Vlok 14 247 089 17 055 735 3 005 350 34 308 174 18 561 849 27 563 981 3 299 254 49 425 084 *These are actual number of shares held and are not rounded off. Other than listed below, there have been no changes in beneficial interests that occurred between the end of the reporting period and the date of this report. Mr NH Vlok purchased 136 779 shares between 27 and 28 September 2012 and purchased a further 100 000 shares on 5 October 2012. 10. Secretary The secretary of the company is DA Nieuwoudt of: Business address DigiCore Building A 9 Regency Drive Route 21 Corporate Park Irene Centurion 0156 Postal address PO Box 68270 Highveld Park Centurion South Africa 0169
  • ANNUAL FINANCIAL STATEMENTS 2012 7 11. Interest in subsidiaries Name of subsidiary Country of incorporation if not the RSA DigiCore Electronics (Pty) Ltd Ctrack SA (Pty) Ltd DigiCore Fleet Management SA (Pty) Ltd DigiCore Financial Services (Pty) Ltd DigiCore Properties (Pty) Ltd DigiCore Technology (Pty) Ltd DigiCore International (Pty) Ltd DigiCore Investments (Pty) Ltd DigiCore Brands (Pty) Ltd DigiCore Cellular (Pty) Ltd Integrated Fare Collection Services (Pty) Ltd DigiCore Management Services (Pty) Ltd T/A Ctrack Mzansi Dedical (Pty) Ltd Worldmark SA (Pty) Ltd T/A MotorOne DigiCore Europe BV The Netherlands Ctrack Benelux BV The Netherlands Ctrack Belgium Bvba Belgium Ctrack France Sarl France Ctrack Deutschland GmbH Germany (formerly DigiCore Deutschland GmbH) DigiCore International Holdings BV The Netherlands Ctrack Ltd United Kingdom Ctrack UK Ltd United Kingdom Ctrack Finance Ltd United Kingdom Ctrack Europe Holdings Ltd United Kingdom Ctrack International Holdings Ltd United Kingdom Ctrack Eastern European Holdings Ltd United Kingdom Ctrack Ireland Ltd Ireland Ctrack Polska Sp z oo Poland Ctrack Asia Sdn Bhd Malaysia Ctrack Latin America SA Panama Ctrack (Pty) Ltd Australia (formerly Vehicle Management Systems (Pty) Ltd) Ctrack New Zealand Ltd New Zealand Details of the company’s investments in subsidiaries are set out in note 6. 12. Special resolutions A special resolution for the granting by DigiCore of financial assistance to any company or corporation forming part of the group as contemplated in section 45 of the Companies Act 71 of 2008, was passed by the company at the general meeting held on 6 September 2011. 13. Auditors The directors recommend that PKF (Gauteng) Inc continue in office for the 2013 financial year as the auditors in accordance with section 90 of the Companies Act 71 of 2008. 14. Liquidity and solvency The directors have performed the required liquidity and solvency tests required by the Companies Act 71 of 2008.
  • 8 Statements of Financial position as at 30 June 2012 Group Company 2012 2011 2012 2011 Notes R’000 R’000 R’000 R’000 Assets Non-current assets Property, plant and equipment 3 203 730 158 265 – – Goodwill 4 220 584 156 234 – – Intangible assets 5 79 487 53 626 – – Investments in subsidiaries 6 – – 24 648 75 628 Investments in associates 7 7 110 4 525 708 708 Other financial assets 9 1 250 19 901 – – Deferred tax 10 29 358 24 470 14 28 541 519 417 021 25 370 76 364 Current assets Inventories 11 95 763 93 859 – – Loans to group companies 8 – – 506 684 368 659 Current tax receivable 2 426 2 046 – 536 Trade and other receivables 12 225 628 216 919 5 537 994 Cash and cash equivalents 13 41 319 53 092 1 335 15 698 365 136 365 916 513 556 385 887 Assets held for sale 32 28 606 – – – Total assets 935 261 782 937 538 926 462 251 Equity and liabilities EQUITY Equity attributable to equity holders of parent Share capital 14 166 324 166 215 219 570 219 461 Foreign currency translation reserve 16 (524) (14 194) – – Share-based payment reserve 9 989 7 288 9 989 7 288 Retained income 468 199 454 673 31 683 40 665 643 988 613 982 261 242 267 414 Non-controlling interest (14 524) 17 322 – – Total equity 629 464 631 304 261 242 267 414 Liabilities Non-current liabilities Other financial liabilities 17 22 995 26 324 – 3 985 Finance lease obligation 18 7 810 6 731 – – Deferred tax 10 2 235 2 075 – – 33 040 35 130 – 3 985 Current liabilities Loans from group companies 8 – – 219 087 183 320 Other financial liabilities 17 10 183 6 560 4 236 3 985 Current tax payable 16 222 12 214 522 – Finance lease obligation 18 7 111 4 923 – – Trade and other payables 20 66 279 81 412 3 675 3 447 Provisions 19 6 244 10 871 – 100 Bank overdraft 13 70 170 523 50 164 – 176 209 116 503 277 684 190 852 Liabilities held for sale 32 96 548 – – – Total liabilities 305 797 151 633 277 684 194 837 Total equity and liabilities 935 261 782 937 538 926 462 251 Net asset value per share (cents) 260,0 247,9 Net tangible asset value per share (cents) 138,9 163,1
  • ANNUAL FINANCIAL STATEMENTS 2012 9 Statements of Comprehensive income for the year ended 30 June 2012 Group Company 2012 2011 2012 2011 Notes R’000 R’000 R’000 R’000 Revenue 21 844 379 712 248 13 200 7 800 Cost of sales (251 820) (227 854) – – Gross profit 592 559 484 394 13 200 7 800 Other income 19 563 5 458 – 1 623 Operating expenses (566 552) (405 937) (7 646) (4 126) Operating profit 22 45 570 83 915 5 554 5 297 Investment revenue 24 100 85 3 346 2 067 Income from equity accounted investments 2 259 436 – – Finance costs 26 (6 033) (6 283) (2 788) (3 206) Profit before taxation 41 896 78 153 6 112 4 158 Taxation 27 (11 886) (23 733) (1 759) (1 954) Profit for the year 30 010 54 420 4 353 2 204 Other comprehensive income: Exchange differences on translating foreign operations 13 670 7 550 – – Total comprehensive income 43 680 61 970 4 353 2 204 Total comprehensive income attributable to: Owners of the parent 41 792 57 004 4 353 2 204 Non-controlling interest 1 888 4 966 – – 43 680 61 970 4 353 2 204 Profit attributable to: Owners of the parent 28 122 49 454 4 353 2 204 Non-controlling interest 1 888 4 966 – – 30 010 54 420 4 353 2 204 Earnings per share (Per share information) Basic earnings per share (cents) 40 12,74 22,40 Diluted earnings per share (cents) 40 12,74 22,40
  • 10 Statements of Changes in equity for the year ended 30 June 2012 Share capital R’000 Share premium R’000 Total share capital R’000 Foreign currency translation reserve R’000 Share- based payment reserve R’000 Total reserves R’000 Retained income R’000 Total attributable to equity holders of the group/ company R’000 Non- controlling R’000 Total equity R’000 Group Balance at 1 July 2010 218 82 367 82 585 (21 744) 4 484 (17 260) 420 065 485 390 12 356 497 746 Changes in equity Total comprehensive income for the year 7 550 7 550 49 454 57 004 4 966 61 970 Issue of shares 30 83 600 83 630 83 630 83 630 Share-based payment cost 2 804 2 804 2 804 2 804 Dividends paid (14 846) (14 846) (14 846) Balance at 1 July 2011 248 165 967 166 215 (14 194) 7 288 (6 906) 454 673 613 982 17 322 631 304 Changes in equity Total comprehensive income for the year 13 670 13 670 28 122 41 792 1 888 43 680 Share-based payment cost 3 675 3 675 3 675 3 675 Share options exercised 109 109 (974) (974) 974 109 109 Dividends paid (15 570) (15 570) (15 570) Non-controlling interest acquired (33 635) (33 635) Acquisition of 47% interest in integrated Fare Cllection Services (Pty) Ltd from outside shareholders (99) (99) Balance at 30 June 2012 248 166 076 166 324 (524) 9 989 9 465 468 199 643 988 (14 524) 629 464 Notes 14 14 14 16 and 28 28 Company Balance at 1 July 2010 218 135 544 135 762 4 484 4 484 52 421 192 667 192 667 Changes in equity Total comprehensive income for the year 2 204 2 204 2 204 Issue of shares 30 83 669 83 699 83 699 83 699 Share-based payments cost 2 804 2 804 2 804 2 804 Dividends paid (13 960) (13 960) (13 960) Balance at 1 July 2011 248 219 213 219 461 7 288 7 288 40 665 267 414 267 414 Changes in equity Total comprehensive income for the year 4 353 4 353 4 353 Share-based payment cost 3 675 3 675 3 675 3 675 Share options exercised 109 109 (974) (974) 974 109 109 Dividends paid (14 309) (14 309) (14 309) Balance at 30 June 2012 248 219 322 219 570 – 9 989 9 989 31 683 261 242 – 261 242 Notes 14 14 14 16 and 28 28
  • ANNUAL FINANCIAL STATEMENTS 2012 11 Statements of Cash flows for the year ended 30 June 2012 Group Company 2012 2011 2012 2011 Notes R’000 R’000 R’000 R’000 Cash flows from operating activities Cash generated from operations 29 95 255 109 713 4 814 11 145 Interest income 100 85 – – Dividends received – – 3 346 2 067 Finance costs (6 033) (6 283) (2 788) (3 206) Taxation paid 30 (12 416) (23 816) (687) (1 300) Net cash from operating activities 76 906 79 699 4 685 8 706 Cash flows from investing activities Purchase of property, plant and equipment 3 (81 677) (65 075) – – Proceeds on sale of property, plant and equipment 3 1 013 2 984 – – Purchase of other intangible assets 5 (30 926) (18 257) – – Business combinations 31 (10 941) (2 496) – – Investment in associates (2 000) (356) – – Payment to Integrated Fare Collection Services (Pty) Ltd – – (5 000) – Loans advanced to group companies – – (46 169) (28 342) Movement in financial assets (1 250) (12 594) – – Net cash from investing activities (125 781) (95 794) (51 169) (28 342) Cash flows from financing activities Proceeds on share issue 14 – 83 630 – 83 699 Repayment of other financial liabilities (10 062) (5 779) (3 734) (3 387) Finance lease payments (6 913) (6 659) – – Dividends paid (15 570) (14 846) (14 309) (13 960) Net cash from financing activities (32 545) 56 346 (18 043) 66 352 Total cash movement for the year (81 420) 40 251 (64 527) 46 716 Cash and cash equivalents at the beginning of the year 52 569 12 318 15 698 (31 018) Total cash and cash equivalents at the end of the year 13 (28 851) 52 569 (48 829) 15 698
  • 12 Accounting policies 1. Presentation of group and company financial statements Statement of compliance The consolidated financial statements have been prepared in compliance with the Companies Act, 2008, International Financial Reporting Standards (IFRS),AC 500 Standards and its interpretations issued by the International Accounting Standards Board (IASB), and the JSE Ltd Listings Requirements that are relevant to its operations and have been effective for the annual reporting period ended 30 June 2012. Basis of measurement The consolidated financial statements have been prepared on the historical cost basis, except for financial instruments which have been accounted for in terms of IAS 39. Use of estimates and judgments The preparation of financial statements in conformity with IFRS requires management to make judgmental estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgment about carrying values of assets and liabilities that are not readily apparent from other sources.Actual results may differ from these estimates.The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Functional and presentation currency These consolidated financial statements are presented in South African Rand (ZAR), which is the company’s functional currency.All financial information presented in Rands has been rounded to the nearest thousand. Going concern The consolidated and separate financial statements are prepared on the going concern basis. These accounting policies are consistent with the previous period. 1.1 Financial reporting terms These definitions of financial reporting terms are provided to ensure clarity of meaning as certain terms may not always have the same meaning or interpretation in all countries. Associate An entity, other than a subsidiary or joint venture, in which the group, holding a material long-term interest, has significant influence, but no control, over financial and operating policies. Company A legal business entity registered in terms of the applicable legislation of that country. Foreign operation An entity whose activities are based or conducted in a country or currency other than those of the reporting entity (DigiCore Holdings Ltd). Operation A component of the group that: • represents a separate major line of business or geographical area of operation; and • is distinguished separately for financial and operating purposes. Group The group comprises DigiCore Holdings Ltd, its subsidiaries and its interests in associates and special purpose entities. Subsidiary Any entity over which the group has the power to exercise control. Special purpose entity An entity established to accomplish a narrow and well-defined objective, including the facilitation of the group’s black economic empowerment transactions, and where the group receives the majority of the benefits related to the operations and net assets of the entity, is exposed to the majority of the risks incident to the entity’s activities and retains the majority of the residual or ownership risks related to the entity or its assets. Acquisition date The date on which control in subsidiaries, special purpose entities, joint control in joint ventures and significant influence in associates commences. Cash-generating unit The smallest identifiable group of assets which can generate cash inflows independently from other assets or groups of assets. Consolidated group financial statements The financial results of the group which comprise the financial results of DigiCore Holdings Ltd and its subsidiaries, special purpose entities, and its interest in associates. Control The ability, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities.When assessing the ability to control an entity, the existence and effect of potential voting rights that are presently exercisable or convertible are taken into account. Discount rate The rate used for purposes of determining discounted cash flows defined as the yield on AAA credit rated bonds (for entities outside South Africa) and relevant South African government bonds (for South African entities) that have maturity dates approximating the term of the related cash flows.This pre-tax interest rate reflects the current market assessment of the time value of money.To the extent that, in determining the cash flows, the risks specific to the asset or liability are taken into account in determining those cash lows, they are not included in determining the discount rate. Disposal date The date on which control in subsidiaries, special purpose entities, and significant influence in associates ceases. Fair value The value for which an asset could be exchanged or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. Functional currency The currency of the primary economic environment in which the entity operates. Long term A period longer than 12 months from the reporting date.
  • ANNUAL FINANCIAL STATEMENTS 2012 13 The results of subsidiaries are included in the consolidated group financial statements from the effective date of acquisition to the effective date of disposal. Adjustments are made when necessary to the financial statements of subsidiaries to bring their accounting policies in line with those of the group. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. Non-controlling interests in the net assets of consolidated subsidiaries are identified and recognised separately from the group’s interest therein, and are recognised within equity. Losses of subsidiaries attributable to non-controlling interests are allocated to the non-controlling interest even if this results in a debit balance being recognised for non- controlling interest. Transactions, which result in changes in ownership levels, where the group has control of the subsidiary both before and after the transaction are regarded as equity transactions and are recognised directly in the statements of changes in equity. The difference between the fair value of consideration paid or received and the movement in non-controlling interest for such transactions is recognised in equity attributable to the owners of the parent. Where a subsidiary is disposed of and a non-controlling shareholding is retained, the remaining investment is measured to fair value with the adjustment to fair value recognised in profit or loss as part of the gain or loss on disposal of the controlling interest. Business combinations The group accounts for business combinations using the acquisition method of accounting.The cost of the business combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed and equity instruments issued. Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt, which are amortised as part of the effective interest and costs to issue equity which are included in equity. Contingent consideration is included in the cost of the combination at fair value as at the date of acquisition. Subsequent changes to the assets, liability or equity, which arise as a result of the contingent consideration, are not affected against goodwill, unless they are valid measurement period adjustments. The acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS 3: Business Combinations, are recognised at their fair values at acquisition date, except for non-current assets (or disposal group) that are classified as held-for-sale in accordance with IFRS 5: Non-current Assets Held-for-sale and Discontinued Operations, which are recognised at fair value less costs to sell. Contingent liabilities are only included in the identifiable assets and liabilities of the acquiree where there is a present obligation at acquisition date. On acquisition, the group assesses the classification of the acquiree’s assets and liabilities and reclassifies them where the classification is inappropriate for group purposes.This excludes lease agreements and insurance contracts, whose classification remains as per their inception date. Non-controlling interest arising from a business combination is measured either at their share of the fair value of the assets and liabilities of the acquiree or at fair value.The treatment is not an accounting policy choice but is selected for each individual business combination, and disclosed in the note for business combinations. Other comprehensive income Comprises items of income and expense (including reclassification adjustments) that are not recognised in the statements of comprehensive income and includes the effect of translation of foreign operations. Recoverable amount The amount that reflects the greater of the fair value less costs to sell and value in use that can be attributed to an asset as a result of its on-going use by the entity. In determining the value in use, expected future cash flows are discounted to their present values using the appropriate discount rate. Related party Parties are considered to be related if one party, directly or indirectly, has the ability to control or jointly control the reporting entity (DigiCore Holdings Ltd) or exercise significant influence over the reporting entity or is a member of the key management of the reporting entity. Revenue Comprises revenues from the sale of goods, rendering of services and rental income. Share-based payment A transaction in which an entity issues equity instruments,share options or incurs a liability to pay cash based on the price of the entity’s equity instruments to another party as compensation for goods received or services rendered. Significant influence The ability, directly or indirectly, to participate in, but not exercise control over, the financial and operating policy decisions of an entity so as to obtain economic benefit from its activities. Financial instrument terms: Effective interest rate The derived rate that discounts the expected future cash flows to the current net carrying amount of the financial asset or financial liability. Equity instrument Any financial instrument (including investments) that evidences a residual interest in the assets of an enterprise after deducting all of its liabilities. Financial asset Cash or cash equivalents, a contractual right to receive cash, an equity instrument in another entity or a contractual right to exchange a financial instrument under favourable conditions. Financial liability A contractual obligation to pay cash or transfer other benefits or an obligation to exchange a financial instrument under unfavourable conditions. Loans and receivables A financial asset with fixed or determinable repayments that are not quoted in an active market, other than: • a derivative instrument; or • an available-for-sale financial asset. 1.2 Consolidation Basis of consolidation The consolidated group financial statements incorporate the financial statements of the company and all entities, including special purpose entities, which are controlled by the company.
  • 14 Accounting policies (continued) The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the statements of comprehensive income within operating expenses.When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against operating expenses in the statements of comprehensive income. Loans and receivables comprise loans, trade receivables, cash and cash equivalents and other receivables. For all financial instruments carried at amortised cost where the effects of time value of money are not considered to be material, the instruments are not discounted as their face values approximate their amortised cost. The fair value of loans and receivables is estimated at the present value of future cash flows, discounted at the market rate of interest at the reporting date.This fair value is determined for disclosure purposes or when acquired in a business combination. Allowance for slow-moving, damaged and obsolete stock An allowance for stock to write stock down to the lower of cost or net realisable value. Management has made estimates of the selling price and direct cost to sell on certain inventory items.The write down is included in the inventories note. Options granted Management used the Black-Scholes Model to determine the value of the options at issue date.Additional details regarding the estimates are included in note 15: share-based payments. Fair value estimation The carrying value less impairment provision of trade receivables is assumed to approximate their fair values.The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the group for similar financial instruments. Impairment testing The recoverable amounts of cash-generating units and individual assets have been determined based on the higher of value-in-use calculations and fair values less costs to sell.These calculations require the use of estimates and assumptions. It is reasonably possible that the group’s forecast may change which may then impact our estimations and may then require a material adjustment to the carrying value of goodwill, tangible assets and other intangible assets. The group reviews and tests the carrying value of assets when events or changes in circumstances suggest that the carrying amount may not be recoverable. In addition, goodwill is tested on an annual basis for impairment. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared of expected future cash flows for each group of assets. Expected future cash flows used to determine the value in use of goodwill, tangible assets and other intangible assets are inherently uncertain and could materially change over time.They are significantly affected by a number of factors including production estimates and supply demand, together with economic factors such as exchange rates and inflation rates. Provisions Provisions were raised and management determined an estimate based on the information available.Additional disclosure of these estimates of provisions is included in note 19: provisions. In cases where the group held a non-controlling shareholding in the acquiree prior to obtaining control, that interest is measured to fair value as at acquisition date.The measurement to fair value is included in profit or loss for the year.Where the existing shareholding was classified as an available-for-sale financial asset, the cumulative fair value adjustments recognised previously to other comprehensive income and accumulated in equity are recognised in profit or loss as a reclassification adjustment. Goodwill is determined as the consideration paid, plus the fair value of any shareholding held prior to obtaining control, plus non-controlling interest and less the fair value of the identifiable assets and liabilities of the acquiree. Goodwill is not amortised but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently reversed. Goodwill arising on acquisition of foreign entities is considered an asset of the foreign entity. In such cases the goodwill is translated to the functional currency of the group at the end of each reporting period with the adjustment recognised in equity through to other comprehensive income. Investment in associates An investment in associate is accounted for using the equity method, except when the investment is classified as held for sale in accordance with IFRS 5: Non-current Assets Held-for-sale and Discontinued Operations. Under the equity method, investments in associates are carried in the consolidated statements of financial position at cost adjusted for post-acquisition changes in the group’s share of net assets of the associate, less any impairment losses. Losses in an associate in excess of the group’s interest in that associate are recognised only to the extent that the group has incurred a legal or constructive obligation to make payments on behalf of the associate. Any goodwill on acquisition of an associate is included in the carrying amount of the investment, however, a gain on acquisition is recognised immediately in profit or loss. Profits on transactions between the group and an associate are eliminated to the extent of the group’s interest therein. Losses on transactions between the group and an associate are only eliminated to the extent that there is not an indication of impairment. 1.3 Significant judgments and sources of estimation uncertainty Significant judgments include: Loans and receivables Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 60 days overdue) are considered indicators that the trade receivable is impaired.The allowance recognised is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.
  • ANNUAL FINANCIAL STATEMENTS 2012 15 Taxation Judgment is required in determining the provision for income taxes due to the complexity of legislation.There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business.The group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due.Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. The group recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future.Assessing the recoverability of deferred income tax assets requires the group to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction.To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the group to realise the net deferred tax assets recorded at the end of the reporting period could be impacted. Residual values and useful lives of property, plant and equipment The estimation of the useful lives of property, plant and equipment is based on historic performance as well as expectations about future use and therefore requires a significant degree of judgment to be applied by management.The depreciation rates used represent management’s current best estimate of the useful lives of the assets. Useful lives of intangible assets The estimation of the useful lives of intangible assets is based on historic performance as well as expectations about future use and therefore requires a significant degree of judgment to be applied by management.These rates represent management’s best estimate of the useful lives of these assets. 1.4 Property, plant and equipment The cost of an item of property, plant and equipment is recognised as an asset when: • it is probable that future economic benefits associated with the item will flow to the company; and • the cost of the item can be measured reliably. Property, plant and equipment is initially measured at cost. Costs include costs incurred initially to acquire or construct an item of property, plant and equipment and costs incurred subsequently to add to, replace part of, or service it. If a replacement cost is recognised in the carrying amount of an item of property, plant and equipment, the carrying amount of the replaced part is derecognised. Property, plant and equipment is subsequently carried at cost less accumulated depreciation and any impairment losses. Property, plant and equipment is depreciated on the straight line basis over their expected useful lives to their estimated residual value. The useful lives of items of property, plant and equipment have been assessed: Depreciation is provided to write down property, plant and equipment as follows: Item Average useful life Land Indefinite Buildings 50 years Plant and machinery 5 years Furniture and fixtures 6 years Motor vehicles 4 to 5 years Office equipment 3 to 4 years IT equipment 3 years Computer software 2 years Leasehold improvements 5 years Rental stock 3 to 6 years The residual value, useful life and depreciation method of each asset is reviewed at the end of each reporting period. If the expectations differ from previous estimates, the change is accounted for as a change in accounting estimate. The depreciation charge for each period is recognised in profit or loss unless it is included in the carrying amount of another asset. The gain or loss arising from the derecognition of an item of property, plant and equipment is included in profit or loss when the item is derecognised.The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item. 1.5 Goodwill For the measurement of goodwill at initial recognition, refer to the accounting policy in note 1.2. Goodwill is measured at cost less accumulated impairment losses. In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment, and an impairment loss on such an investment is not allocated to any asset, including goodwill, that forms part of the carrying amount of the equity accounted investee. Impairments to investments in associates are allocated to the investment as a whole. On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Internally generated goodwill is not recognised as an asset and is expensed directly to profit or loss. On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. 1.6 Intangible assets An intangible asset is recognised when: • it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity; and • the cost of the asset can be measured reliably. Intangible assets are initially recognised at cost.
  • 16 Accounting policies (continued) Expenditure on research (or on the research phase of an internal project) is recognised as an expense when it is incurred. An intangible asset arising from development (or from the development phase of an internal project) is recognised when: • it is technically feasible to complete the asset so that it will be available for use or sale; • there is an intention to complete and use or sell it; • there is an ability to use or sell it; • it will generate probable future economic benefits; • there are available technical, financial and other resources to complete the development and to use or sell the asset; and • the expenditure attributable to the asset during its development can be measured reliably. Intangible assets are subsequently carried at cost less any accumulated amortisation and any impairment losses. An intangible asset is regarded as having an indefinite useful life when, based on all relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows.Amortisation is not provided for these intangible assets, but they are tested for impairment annually and whenever there is an indication that the asset may be impaired. For all other intangible assets, amortisation is provided on a straight line basis over their useful life. Intangible assets under development are not amortised until they are ready for use, and up until that point they are tested for impairment annually and whenever there is an indication that they may be impaired. The amortisation period and the amortisation method for intangible assets are reviewed every period-end. Re-assessing the useful life of an intangible asset with a finite useful life after it was classified as indefinite is an indicator that the asset may be impaired.As a result the asset is tested for impairment and the remaining carrying amount is amortised over its useful life. Internally generated brands, mastheads, publishing titles, customer lists and items similar in substance are not recognised as intangible assets. Amortisation is provided to write down the intangible assets, on a straight line basis, to their residual values as follows: Item Useful life Technology-related contracts 4 years Intangible assets under development 5 years Customer contracts 6 to 8 years 1.7 Investments in subsidiaries Company financial statements In the company’s separate financial statements, investments in subsidiaries are carried at cost less any accumulated impairment. The cost of an investment in a subsidiary is the aggregate of: • the fair value, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the company; and • any costs directly attributable to the purchase of the subsidiary. An adjustment to the cost of a business combination contingent on future events is included in the cost of the combination if the adjustment is probable and can be measured reliably. 1.8 Investments in associates Company financial statements An investment in an associate is carried at cost less any accumulated impairment. 1.9 Financial instruments Classification The group classifies financial assets and financial liabilities into the following categories: • loans and receivables; and • financial liabilities measured at amortised cost. Initial recognition and measurement Financial instruments are recognised initially when the group becomes a party to the contractual provisions of the instruments. The group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial instruments are measured initially at fair value, except for equity investments for which a fair value is not determinable, which are measured at cost and are classified as available-for-sale financial assets. For financial instruments, which are not at fair value through profit or loss, transaction costs are included in the initial measurement of the instrument. Subsequent measurement Dividend income is recognised in profit or loss as part of other income when the group’s right to receive payment is established. Loans and receivables are subsequently measured at amortised cost, using the effective interest method, less accumulated impairment losses. Financial liabilities at amortised cost are subsequently measured at amortised cost, using the effective interest method. Derecognition Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the group has transferred substantially all risks and rewards of ownership. Financial liabilities are derecognised when the group’s obligations specified in the contract expire or are discharged or cancelled. Fair value determination The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the group establishes fair value by using valuation techniques.These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash
  • ANNUAL FINANCIAL STATEMENTS 2012 17 In accounting for a transfer of a financial asset that does not qualify for derecognition, the group will not offset the transferred asset and the associated liability. 1.10 Taxation Income taxation assets and liabilities Income taxation for current and prior periods is, to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset. Income taxation liabilities (assets) for the current and prior periods are measured at the amount expected to be paid to (recovered from) the taxation authorities, using the taxation rates (and taxation laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets and liabilities Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxation assets and liabilities are measured at the taxation rates that are expected to apply to the period when the asset is realised or the liability is settled, based on taxation rates (and taxation laws) that have been enacted or substantively enacted by the end of the reporting period. Tax expenses Current and deferred taxations are recognised as income or an expense and included in profit or loss for the period, except to the extent that the taxation arises from: • a transaction or event, which is recognised in the same or a different period to other comprehensive income or equity; or • a business combination. Current taxation and deferred taxes are charged or credited to other comprehensive income if the taxation relates to items that are credited or charged, in the same or a different period, to other comprehensive income. Current taxation and deferred taxes are charged or credited directly to equity if the taxation relates to items that are credited or charged, in the same or a different period, directly in equity. 1.11 Leases A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership to the lessee.A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership. Finance leases – lessee Finance leases are recognised as assets and liabilities in the statements of financial position at amounts equal to the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statements of financial position as a finance lease obligation. The discount rate used in calculating the present value of the minimum lease payments is the interest rate implicit in the lease. The lease payments are apportioned between the finance charge and reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate on the remaining balance of the liability. flow analysis, and option pricing models making maximum use of market inputs and relying as little as possible on entity specific inputs. Impairment of financial assets At each reporting date the group assesses all financial assets, to determine whether there is objective evidence that a financial asset or group of financial assets has been impaired. For amounts due to the group, significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy and default of payments are all considered indicators of impairment. Impairment losses are recognised in profit or loss. Impairment losses are reversed when an increase in the financial asset’s recoverable amount can be related objectively to an event occurring after the impairment was recognised, subject to the restriction that the carrying amount of the financial asset at the date that the impairment is reversed shall not exceed what the carrying amount would have been had the impairment not been recognised. Where financial assets are impaired through use of an allowance account, the amount of the loss is recognised in profit or loss within operating expenses.When such assets are written off, the write off is made against the relevant allowance account. Subsequent recoveries of amounts previously written off are credited against operating expenses. Loans to (from) group companies These include loans to and from fellow subsidiaries, subsidiaries, and associates. Loans to group companies are classified as loans and receivables. Loans from group companies are classified as financial liabilities measured at amortised cost. Loans to shareholders, directors, managers and employees These financial assets are classified as loans and receivables. Trade and other payables Trade payables are classified as financial liabilities at amortised cost. Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Cash and cash equivalents are classified as loans and receivables. Bank overdrafts and borrowings Bank overdrafts and borrowings are classified as financial liabilities at amortised cost.Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in accordance with the group’s accounting policy for borrowing costs. All short-term instruments are carried at amortised cost.Where the impact of discounting is considered to be immaterial, the instruments are not discounted using the effective interest rates, as their initial fair value net of transaction costs approximate the amortised cost values. Offsetting a financial asset and a financial liability Financial assets and financial liabilities are offset and the net amount presented in the statements of financial position when, and only when, the group has a current legally enforceable right to set off the recognised amount and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
  • 18 Accounting policies (continued) An entity assesses at each reporting date whether there is any indication that an impairment loss recognised in prior periods for assets, other than goodwill, may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated. The increased carrying amount of an asset, other than goodwill, attributable to a reversal of an impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior periods. A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortisation, other than goodwill, is recognised immediately in profit or loss. 1.14 Share capital and equity An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. 1.15 Share-based payments The fair value of share options granted to employees is recognised as an employee expense with a corresponding increase in equity.The fair value is measured at grant date and expensed over the period during which the employees are required to provide services in order to become unconditionally entitled to the equity instruments. The fair value of the instruments granted is measured using generally accepted valuation techniques, taking into account the terms and conditions upon which the instruments are granted.The amount recognised as an expense is adjusted to reflect the actual number of share options that vest. Goods or services received or acquired in a share-based payment transaction are recognised when the goods or as the services are received.A corresponding increase in equity is recognised if the goods or services were received in an equity-settled share-based payment transaction or a liability if the goods or services were acquired in a cash- settled share-based payment transaction. When the goods or services received or acquired in a share-based payment transaction do not qualify for recognition as assets, they are recognised as expenses. For equity-settled share-based payment transactions the goods or services received and the corresponding increase in equity are measured, directly, at the fair value of the goods or services received, provided that the fair value can be estimated reliably. If the fair value of the goods or services received cannot be estimated reliably, their value and the corresponding increase in equity, indirectly, are measured by reference to the fair value of the equity instruments granted. For cash-settled share-based payment transactions, the goods or services acquired and the liability incurred are measured at the fair value of the liability. Until the liability is settled, the fair value of the liability is re‑measured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period. If the share-based payments granted do not vest until the counterparty completes a specified period of service, group accounts for those services as they are rendered by the counterparty during the vesting period (or on a straight line basis over the vesting period). If the share-based payments vest immediately the services received are recognised in full. Operating leases – lessee Operating lease payments are recognised as an expense on a straight line basis over the lease term.The difference between the amounts recognised as an expense and the contractual payments is recognised as an operating lease liability.This liability is not discounted. Operating lease expenses are recognised in the statements of comprehensive income.Any contingent rents are expensed in the period they are incurred. 1.12 Inventories Inventories are measured at the lower of cost and net realisable value on the weighted average basis. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The cost of inventories is assigned using the weighted average cost formula.The same cost formula is used for all inventories having a similar nature and use to the entity. 1.13 Impairment of non-financial assets The group assesses at each end of the reporting period whether there is any indication that an asset may be impaired. If any such indication exists, the group estimates the recoverable amount of the asset. Irrespective of whether there is any indication of impairment, the group also: • tests intangible assets with an indefinite useful life or intangible assets not yet available for use for impairment annually by comparing its carrying amount with its recoverable amount.This impairment test is performed during the annual period and at the same time every period; and • tests goodwill acquired in a business combination for impairment annually. If there is any indication that an asset may be impaired, the recoverable amount is estimated for the individual asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit to which the asset belongs is determined. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss. An impairment loss of assets carried at cost less any accumulated depreciation or amortisation is recognised immediately in profit or loss. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash- generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination.This is only done for the purposes of impairment testing. An impairment loss is recognised for cash-generating units if the recoverable amount of the unit is less than the carrying amount of the units.The impairment loss is allocated to reduce the carrying amount of the assets of the unit in the following order: • first, to reduce the carrying amount of any goodwill allocated to the cash-generating unit; and • then, to the other assets of the unit, pro rata on the basis of the carrying amount of each asset in the unit.
  • ANNUAL FINANCIAL STATEMENTS 2012 19 For share-based payment transactions in which the terms of the arrangement provide either the entity or the counterparty with the choice of whether the entity settles the transaction in cash (or other assets) or by issuing equity instruments, the components of that transaction are recorded, as a cash-settled share-based payment transaction if, and to the extent that, a liability to settle in cash or other assets has been incurred, or as an equity- settled share-based payment transaction if, and to the extent that, no such liability has been incurred. 1.16 Employee benefits Short-term employee benefits The cost of short-term employee benefits (those payable within 12 months after the service is rendered, such as paid vacation leave and bonuses), are recognised in the period in which the service is rendered and are not discounted. The expected cost of compensated absences is recognised as an expense as the employees render services that increase their entitlement or, in the case of non-accumulating absences, when the absence occurs. The expected cost of profit sharing and bonus payments is recognised as an expense when there is a legal or constructive obligation to make such payments as a result of past performance. Defined contribution plans Payments to defined contribution retirement benefit plans are charged as an expense as they fall due. Payments made to industry-managed (or State plans) retirement benefit schemes are dealt with as defined contribution plans where the group’s obligation under the schemes is equivalent to those arising in a defined contribution retirement benefit plan. 1.17 Provisions and contingencies Provisions are recognised when: • the group has a present obligation as a result of a past event; • it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and • a reliable estimate can be made of the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where some or all of the expenditure required to settle a provision is expected to be reimbursed by another party, the reimbursement shall be recognised when, and only when, it is virtually certain that reimbursement will be received if the entity settles the obligation.The reimbursement shall be treated as a separate asset.The amount recognised for the reimbursement shall not exceed the amount of the provision. Provisions are not recognised for future operating losses. After their initial recognition, contingent liabilities recognised in business combinations that are recognised separately are subsequently measured at the higher of: • the amount that would be recognised as a provision; and • the amount initially recognised less cumulative amortisation. Contingent assets and contingent liabilities are not recognised. 1.18 Revenue Revenue from the sale of fleet management and vehicle tracking solutions is recognised when all the following conditions have been satisfied: • the group has transferred to the buyer the significant risks and rewards of ownership of the goods; • the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; • the amount of revenue can be measured reliably; • it is probable that the economic benefits associated with the transaction will flow to the group; and • the costs incurred or to be incurred in respect of the transaction can be measured reliably. When the outcome of a transaction involving the rendering of subscription and support services can be estimated reliably, revenue associated with the transaction is recognised by reference to the stage of completion of the contract at the end of the reporting period.The outcome of a transaction can be estimated reliably when all the following conditions are satisfied: • the amount of revenue can be measured reliably; • it is probable that the economic benefits associated with the transaction will flow to the group; • the stage of completion of the transaction at the end of the reporting period can be measured reliably; and • the costs incurred for the transaction and the costs to complete the transaction can be measured reliably. When the outcome of the transaction involving the rendering of services cannot be estimated reliably, revenue shall be recognised only to the extent of the expenses recognised that are recoverable. Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for goods and services provided in the normal course of business, net of trade discounts and volume rebates, and value-added taxation. Interest is recognised, in profit or loss, using the effective interest rate method. Dividends are recognised, in profit or loss, when the company’s right to receive payment has been established. Service fees included in the price of the product are recognised as revenue over the period during which the service is performed. 1.19 Cost of sales When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised.The amount of any write down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write down or loss occurs.The amount of any reversal of any write down of inventories, arising from an increase in net realisable value, is recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs. The related cost of providing services recognised as revenue in the current period is included in cost of sales. Contract costs comprise: • costs that relate directly to the specific contract; • costs that are attributable to contract activity in general and can be allocated to the contract; and • such other costs as are specifically chargeable to the customer under the terms of the contract. 1.20 Borrowing costs All borrowing costs are recognised as an expense in the period in which they are incurred.
  • 20 Accounting policies (continued) 1.21 Translation of foreign currencies Functional and presentation currency Items included in the group and company financial statements of each of the group entities are measured using the currency of the primary economic environment in which the entity operates (functional currency). The consolidated group and company financial statements are presented in Rand, which is the group’s functional and presentation currency. Foreign currency transactions A foreign currency transaction is recorded, on initial recognition in Rands, by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction. At the end of the reporting period: • foreign currency monetary items are translated using the closing rate; and • non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous group and company financial statements are recognised in profit or loss in the period in which they arise. When a gain or loss on a non-monetary item is recognised to other comprehensive income and accumulated in equity, any exchange component of that gain or loss is recognised to other comprehensive income and accumulated in equity.When a gain or loss on a non-monetary item is recognised in profit or loss, any exchange component of that gain or loss is recognised in profit or loss. Cash flows arising from transactions in a foreign currency are recorded in Rands by applying to the foreign currency amount the exchange rate between the Rand and the foreign currency at the date of the cash flow. Investments in subsidiaries and associates The results and financial position of a foreign operation are translated into the functional currency using the following procedures: • assets and liabilities for each statements of financial position presented are translated at the closing rate at the date of that statements of financial position; • income and expenses for each item of profit or loss are translated at average exchange rates for the financial period; and • all resulting exchange differences are recognised to other comprehensive income and accumulated as a separate component of equity. Exchange differences arising on a monetary item that forms part of a net investment in a foreign operation are recognised initially to other comprehensive income and accumulated in the translation reserve.They are recognised in profit or loss as a re-classification adjustment through to other comprehensive income on disposal of net investment. Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of that foreign operation are treated as assets and liabilities of the foreign operation. 1.22 Earnings and headline earnings Earnings per share The group presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the group by the weighted average number of ordinary shares outstanding during the year, adjusted for own shares held. Diluted earnings per share is determined by dividing the profit or loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding, adjusted for own shares held as well as the effect of all dilutive potential ordinary shares. Headline earnings per share Headline earnings per share is calculated as per the rules set out in Circular 3/2009 – Headline Earnings. 1.23 Segment reporting An operating segment is a component of the group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the group’s other components.All operating segments’ operating results are reviewed regularly by the group’s CEO to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available. Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.All assets are allocated to reportable segments. Goodwill is allocated to group services.Assets used jointly by reportable segments are allocated on the basis of the revenues earned by individual reportable segments; and all liabilities are allocated to reportable segments. Liabilities for which reportable segments are jointly liable are allocated in proportion to segment assets. Segment capital expenditure is the total cost incurred during the year to acquire property, plant and equipment, and intangible assets, other than goodwill. The revenue from external parties and all other items of income, expenses, profits or losses reported in the segment report is measured in a manner consistent with that in the statements of comprehensive income.
  • ANNUAL FINANCIAL STATEMENTS 2012 21 IAS 27: Separate Financial Statements Consequential amendment as a result of IFRS 10.The amended standard now only deals with separate financial statements.The effective date of the amendment is for years beginning on or after 1 January 2013. The group expects to adopt the amendment for the first time in the 2014 group and company financial statements. The adoption of this amendment is not expected to impact on the results of the company, but may result in more disclosure than is currently provided in the group and company financial statements. IFRS 12: Disclosure of Interests in Other Entities The standard sets out disclosure requirements for investments in subsidiaries, associates, joint ventures and unconsolidated structured entities.The disclosures are aimed to provide information about the significance and exposure to risks of such interests.The most significant impact is the disclosure requirement for unconsolidated structured entities or off-balance sheet vehicles. The effective date of the standard is for years beginning on or after 1 January 2013. The group expects to adopt the standard for the first time in the 2014 group and company financial statements. The adoption of this standard is not expected to impact on the results of the company, but may result in more disclosure than is currently provided in the group and company financial statements. IFRS 13: Fair Value Measurement New standard setting out guidance on the measurement and disclosure of items measured at fair value or required to be disclosed at fair value in terms of other IFRS. The effective date of the standard is for years beginning on or after 1 January 2013. The group expects to adopt the standard for the first time in the 2014 group and company financial statements. The impact of this standard is currently being assessed. IAS 1: Presentation of Financial Statements The amendment now requires items of other comprehensive income to be presented as: • those which will be re-classified to profit or loss; and • those which will not be re-classified to profit or loss. The related tax disclosures are also required to follow the presentation allocation. In addition, the amendment changed the name of the statements of comprehensive income to the statement of profit or loss and other comprehensive income. The effective date of the amendment is for years beginning on or after 1 July 2012. The group expects to adopt the amendment for the first time in the 2012 group and company financial statements. The adoption of this amendment is not expected to impact on the results of the company, but may result in more disclosure than is currently provided in the group and company financial statements. IAS 12: Income Taxes: Amendment: Deferred Tax: Recovery of Underlying Assets The amendment now provides that for investment property measured at fair value, the recovery of the carrying amount is assumed to be through sale; with the result that deferred tax arising on the valuation is measured using the prevailing tax rate for capital gains. 2. New standards and interpretations Standards and interpretations not yet effective The group has chosen not to early adopt the following standards and interpretations, which have been published and are mandatory for the group’s accounting periods beginning on or after 1 July 2012: IFRS 9: Financial Instruments This new standard is the first phase of a three-phase project to replace IAS 39: Financial Instruments: Recognition and Measurement.To date, the standard includes chapters for classification, measurement and derecognition of financial assets and liabilities.The following are main changes from IAS 39: • Financial assets will be categorised as those subsequently measured at fair value or at amortised cost. • Financial assets at amortised cost are those financial assets where the business model for managing the assets is to hold the assets to collect contractual cash flows (where the contractual cash flows represent payments of principal and interest only).All other financial assets are to be subsequently measured at fair value. • Under certain circumstances, financial assets may be designated as at fair value. • For hybrid contracts, where the host contract is an asset within the scope of IFRS 9, the whole instrument is classified in accordance with IFRS 9, without separation of the embedded derivative. In other circumstances, the provisions of IAS 39 still apply. • Voluntary re-classification of financial assets is prohibited. Financial assets shall be re-classified if the entity changes its business model for the management of financial assets. In such circumstances, re-classification takes place prospectively from the beginning of the first reporting period after the date of change of the business model. • Financial liabilities shall not be re-classified. • Investments in equity instruments may be measured at fair value through other comprehensive income. When such an election is made, it may not subsequently be revoked, and gains or losses accumulated in equity are not recycled to profit or loss on derecognition of the investment.The election may be made per individual investment. • IFRS 9 does not allow for investments in equity instruments to be measured at cost. • The classification categories for financial liabilities remains unchanged. However, where a financial liability is designated as at fair value through profit or loss, the change in fair value attributable to changes in the liabilities’ credit risk shall be presented in other comprehensive income.This excludes situations where such presentation will create or enlarge an accounting mismatch, in which case the full fair value adjustment shall be recognised in profit or loss. The effective date of the standard is for years beginning on or after 1 January 2013. The group expects to adopt the standard for the first time in the 2014 group and company financial statements. The impact of this standard is currently being assessed. IFRS 10: Consolidated Financial Statements This standard replaces the consolidation sections of IAS 27: Consolidated and Separate Financial Statements, and SIC 12: Consolidation Special Purpose Entities.The standard sets out a new definition of control, which exists only when an entity is exposed to, or has rights to, variable returns from its involvement with the entity, and has the ability to effect those returns through power over the investee. The effective date of the standard is for years beginning on or after 1 January 2013. The group expects to adopt the standard for the first time in the 2014 group and company financial statements. The impact of this standard is currently being assessed. Notes to the group and company financial statements for the year ended 30 June 2012
  • 22 Notes to the group and company financial statements (continued) for the year ended 30 June 2012 The effective date of the amendment is for years beginning on or after 1 January 2012. The group expects to adopt the amendment for the first time in the 2013 group and company financial statements. The impact of this amendment is currently being assessed. IFRS 1: First-time Adoption of International Financial Reporting Standards The amendment clarifies the option available to users when repeated application of IFRS 1 is required and to add relevant disclosure requirements.There is also an amendment to the treatment of borrowing costs. The effective date of the amendment is for years beginning on or after 1 January 2013. The group expects to adopt the amendment for the first time in the 2014 group and company financial statements. It is unlikely that the amendment will have a material impact on the company’s group and company financial statements. IFRS 7: Financial Instruments: Disclosures The amendment requires entities to disclose gross amounts subject to rights of set off, amounts set off in accordance with the accounting standards followed, and the related net credit exposure. The effective date of the amendment is for years beginning on or after 1 January 2013. The group expects to adopt the amendment for the first time in the 2014 group and company financial statements. It is unlikely that the amendment will have a material impact on the company’s group and company financial statements. IFRS 11: Joint Arrangements New standard that deals with the accounting for joint arrangements and focuses on the rights and obligations of the arrangement, rather than its legal form.The standard requires a single method of accounting for interests in jointly controlled entities. The effective date of the standard is for years beginning on or after 1 January 2013. The group expects to adopt the standard for the first time in the 2014 group and company financial statements. It is unlikely that the standard will have a material impact on the company’s group and company financial statements. IAS 16: Property, Plant and Equipment The amendment relates to the recognition and classification of servicing equipment. The effective date of the amendment is for years beginning on or after 1 January 2013. The group expects to adopt the amendment for the first time in the 2014 group and company financial statements. It is unlikely that the amendment will have a material impact on the company’s group and company financial statements. IAS 19: Employee Benefits The amendment relates to the accounting for current and future obligations resulting from the provision of defined benefit plans.The effective date of the amendment is for years beginning on or after 1 January 2013. The group expects to adopt the amendment for the first time in the 2014 group and company financial statements. It is unlikely that the amendment will have a material impact on the company’s group and company financial statements. IAS 28: Investments in Associates Consequential amendments as a result of IFRS 10, 11 and 12. The effective date of the amendment is for years beginning on or after 1 January 2013. The group expects to adopt the amendment for the first time in the 2014 group and company financial statements. It is unlikely that the amendment will have a material impact on the company’s group and company financial statements. IAS 32: Financial Instruments: Presentation The amendment requires entities to disclose gross amounts subject to rights of set off, amounts set off in accordance with the accounting standards followed, and the net related credit exposure.This information will help investors understand the extent to which an entity has set off in its balance sheet and the effects of rights of set off on the entity’s rights and obligations. Further amendments to clarify the tax effect of distribution to holders of equity instruments. The effective date of the amendment is for years beginning on or after 1 January 2013. The group expects to adopt the amendment for the first time in the 2014 group and company financial statements. The impact of this amendment is currently being assessed. IAS 34: Interim Financial Reporting Amendments to improve the disclosures for interim financial reporting and segment information for total assets and liabilities.The effective date of the amendment is for years beginning on or after 1 January 2013. The group expects to adopt the amendment for the first time in the 2014 group and company financial statements. The adoption of this amendment is not expected to impact on the results of the company, but may result in more disclosure than is currently provided in the group and company financial statements.
  • ANNUAL FINANCIAL STATEMENTS 2012 23 Reconciliation of property, plant and equipment Opening balance R’000 Additions R’000 Additions through business combina- tions R’000 Disposals R’000 Foreign exchange movements R’000 Deprecia- tion R’000 Total R’000 Group 2012 Land 3 560 – – – – – 3 560 Buildings 35 401 – – – – (748) 34 653 Plant and machinery 1 331 – 730 – (165) (614) 1 282 Furniture and fixtures 2 513 1 166 586 – 613 (894) 3 984 Motor vehicles 19 465 4 157 2 632 (116) 1 641 (6 748) 21 031 Office equipment 4 795 987 471 (4) 458 (1 765) 4 942 IT equipment 2 336 4 561 535 – 125 (2 411) 5 146 Computer software 5 704 2 710 28 (886) (477) (3 003) 4 076 Leasehold improvements 3 657 743 509 – 223 (1 432) 3 700 Rental stock 79 503 73 477 – – 1 802 (33 426) 121 356 158 265 87 801 5 491 (1 006) 4 220 (51 041) 203 730 Group 2011 Land 3 560 – – – – – 3 560 Buildings 36 148 – – – – (747) 35 401 Plant and machinery 1 281 999 – – 501 (1 450) 1 331 Furniture and fixtures 2 887 958 – (8) (720) (604) 2 513 Motor vehicles 11 086 10 936 – (2 080) 79 (556) 19 465 Office equipment 4 080 2 317 – (10) 125 (1 717) 4 795 IT equipment 3 061 1 368 – (27) – (2 066) 2 336 Computer software 6 818 1 268 – – – (2 382) 5 704 Leasehold improvements 2 423 2 239 – – – (1 005) 3 657 Rental stock 49 037 57 652 – – – (27 186) 79 503 120 381 77 737 – (2 125) (15) (37 713) 158 265 3. Property, plant and equipment Group 2012 2011 Cost R’000 Accumulated depreciation R’000 Carrying value R’000 Cost R’000 Accumulated depreciation R’000 Carrying value R’000 Land 3 560 – 3 560 3 560 – 3 560 Buildings 37 356 (2 703) 34 653 37 356 (1 955) 35 401 Plant and machinery 3 755 (2 473) 1 282 2 907 (1 576) 1 331 Furniture and fixtures 8 504 (4 520) 3 984 5 536 (3 023) 2 513 Motor vehicles 30 110 (9 079) 21 031 23 249 (3 784) 19 465 Office equipment 13 482 (8 540) 4 942 13 314 (8 519) 4 795 IT equipment 23 625 (18 479) 5 146 16 277 (13 941) 2 336 Computer software 17 374 (13 298) 4 076 16 127 (10 423) 5 704 Leasehold improvements 8 281 (4 581) 3 700 6 713 (3 056) 3 657 Rental stock 234 896 (113 540) 121 356 157 766 (78 263) 79 503 380 943 (177 213) 203 730 282 805 (124 540) 158 265
  • 24 Notes to the group and company financial statements (continued) for the year ended 30 June 2012 4. Goodwill Group 2012 2011 Cost R’000 Accumu- lated impairment R’000 Carrying value R’000 Cost R’000 Accumu- lated impairment R’000 Carrying value R’000 Goodwill 220 584 – 220 584 156 234 – 156 234 Reconciliation of goodwill Opening balance R’000 Additions through business combina- tions R’000 Group 2012 Goodwill 156 234 48 674 Group 2011 Goodwill 153 409 560 Group 2012 R’000 2011 R’000 Pledged as security Carrying value of assets pledged as security: Land and buildings 34 591 34 591 The building serves as security for a mortgage bond with Absa Bank Ltd (refer to note 17: other financial liabilities) Assets subject to finance lease (net carrying amount) Motor vehicles 11 690 12 749 Leasehold improvements 3 700 3 657 15 390 16 406 Details of properties Sectional title units 1, 2, 11 and 12 in scheme SS Regency Office Park, Route 21 Office Park – Purchase price: 30 January 2008 34 591 34 591 – Capitalised expenditure 2 765 2 765 37 356 37 356 Land situated on portion 35 of the farm Merlish 205 – Purchase price: 2006 1 098 1 098 – Additions since purchase or valuation 2 462 2 462 3 560 3 560 A register containing the information required by Regulation 25(3) of the Companies Regulations, 2011, is available for inspection at the registered office of the company. The above represents a reconciliation for the group as the company does not own any property,plant and equipment.
  • ANNUAL FINANCIAL STATEMENTS 2012 25 uses cash flow projections based on the 2013 financial year budgets approved by management, cash flow projections have been calculated for a further four years to 2017.The discount rate used for the determination of the value-in-use was between 20% and 23%. For the purposes of the calculations, cash flows beyond that period have been extrapolated using a steady 6% growth rate.The growth rate does not exceed the long-term average growth rate for the market in which the entity operates and is consistent with the long-term average of the industry. The pre-tax discount rate for each cash-generating unit was applied in determining the recoverable amount of each cash-generating unit. The discount rate was estimated based on an industry average weighted average cost of capital, and using a pre‑tax market interest rate of 9%. The values assigned to the key assumptions represent management’s assessment of future trends in the industry and are based on both external sources and internal sources (historical data). Overseas operations The recoverable amount of above CGUs have been determined based on a value-in-use calculation.The calculation uses cash flow projections based on the 2013 financial year budgets approved by management. Cash flow projections have been calculated for a further four years to 2017.The discount rate used for the determination of the value-in-use is between 8,5% and 10,5%. For the purposes of the calculations, cash flows beyond that period have been extrapolated using a steady growth rate of between 4,0% and 4,5%.The growth rate does not exceed the long-term average growth rate for the market in which the entity operates and is consistent with the long-term average of the industry. The pre-tax discount rate for each cash-generating unit was applied in determining the recoverable amount of each cash-generating unit.The discount rate was estimated based on an industry average weighted average cost of capital, and using a pre-tax market interest rate of between 0,5% to 1%. The values assigned to the key assumptions represent management’s assessment of future trends in the industry and are based on both external sources and internal sources (historical data). 5. Intangible assets Group 2012 2011 Cost R’000 Accumu- lated amortisation R’000 Carrying value R’000 Cost R’000 Accumu- lated amortisation R’000 Carrying value R’000 Technology-related contracts 14 571 (7 460) 7 111 12 496 (3 483) 9 013 Customer contracts 16 936 (4 551) 12 385 14 348 (2 047) 12 301 Intangible assets under development 73 542 (13 551) 59 991 41 472 (9 160) 32 312 105 049 (25 562) 79 487 68 316 (14 690) 53 626 Reconciliation of goodwill 2012 R’000 2011 R’000 Goodwill has been allocated to the following cash-generating units (CGUs) for the purposes of impairment testing: Cash-generating unit South African operations DigiCore Electronics (Pty) Ltd 8 953 8 953 Ctrack SA (Pty) Ltd 9 195 9 195 DigiCore Fleet Management SA (Pty) Ltd 1 458 1 458 Worldmark SA (Pty) Ltd 41 131 – Overseas operations Ctrack Ltd 48 173 40 809 DigiCore Europe BV 57 127 53 093 Ctrack Benelux BV 34 156 33 015 DigiCore Deutschland GmbH 4 396 3 726 Ctrack UK Ltd 7 059 5 985 Ctrack (Pty) Ltd (formerly Vehicle Management Systems (Pty) Ltd 8 936 – 220 584 156 234 The increase in goodwill in the current financial year is due to the business combinations with Ctrack (Pty) Ltd and Worldmark SA (Pty) Ltd. Refer to the business combinations in note 31. Impairment Goodwill is reviewed annually for impairment, or more frequently when there are indicators that impairment may have occurred, by comparing the carrying value to its recoverable amount. The impairment loss is recognised separately in the statements of comprehensive income. For all the CGUs mentioned above, the recoverable amounts for these CGUs were in excess of the carrying amount of the goodwill allocated to them. The cash-generating capabilities of all CGUs were determined by discounting the future cash flows generated from continuing operations. Key assumptions used in impairment testing for goodwill impaired in the current period The recoverable amount of each operation’s CGU is based on value-in-use calculations.The calculations are based upon discounting expected pre-tax cash flows at a risk adjusted interest rate appropriate to the cash-generating unit, the determination of both of which requires the exercise of judgments.The estimation of pre-tax cash flows is sensitive to the periods for which forecasts are available and to assumptions regarding the long-term sustainable cash flows.While forecasts are compared with actual performance and external economic data, expected cash flows naturally reflect management’s view of future performance. South African operations The recoverable amount of above CGUs has been determined based on a value-in-use calculation.The calculation
  • 26 Notes to the group and company financial statements (continued) for the year ended 30 June 2012 6. Investments in subsidiaries Name of company Held by % voting power 2012 % voting power 2011 % holding 2012 % holding 2011 Carrying amount 2012 R’000 Carrying amount 2011 R’000 Dedical (Pty) Ltd* 6 51 51 DigiCore Management Services (Pty) Ltd* (trading as Ctrack Mzansi) 6 51 51 DigiCore Brands (Pty) Ltd* 1 100 100 100 100 DigiCore Properties (Pty) Ltd* 1 100 100 100 100 DigiCore Financial Services (Pty) Ltd* 1 100 100 100 100 DigiCore Cellular (Pty) Ltd* 1 100 100 100 100 DigiCore Investments (Pty) Ltd* 1 100 100 100 100 DigiCore International (Pty) Ltd* 1 100 100 100 100 DigiCore Technologies (Pty) Ltd* 1 100 100 100 100 DigiCore Electronics (Pty) Ltd 1 100 100 100 100 8 953 8 953 DigiCore Fleet Management SA (Pty) Ltd 1 70 70 70 70 1 488 1 488 Ctrack SA (Pty) Ltd 1 100 100 100 100 9 196 9 196 DigiCore International Holdings BV 7 100 100 100 100 321 DigiCore Europe BV@ 2 100 100 100 100 Ctrack Benelux BV% 3 100 100 100 100 Ctrack Belgium Bvba> 3 100 100 100 100 Ctrack France Sarl> 3 100 100 100 100 Ctrack Deutschland GmbH (formerly DigiCore Deutschland GmbH)> 3 100 100 100 100 Integrated Fare Collections Services (Pty) Ltd 1 98 51 98 51 5 011 Ctrack Ltdô 2 100 100 100 100 55 670 Ctrack Finance Ltd^ 2 100 100 100 100 Ctrack UK Ltd* 2 100 100 100 100 Ctrack Ireland Ltd} 5 100 100 100 100 Ctrack Latin America SA] 5 90 90 90 90 Ctrack Asia Sdn Bhd? 5 90 90 90 90 Worldmark SA (Pty) Ltd{ 4 50 50 Ctrack Europe Holdings Ltd* 7 100 100 Ctrack Eastern European Holdings Ltd* 2 100 100 Ctrack International Holdings Ltd* 1 100 100 Ctrack Polska S.p. z o.o* 8 75 75 Ctrack (Pty) Ltd (formerly Vehicle Management Systems (Pty) Ltd)+ 5 65 65 Ctrack New Zealand Ltd* 9 100 100 24 648 75 628 The carrying amounts of subsidiaries are shown net of impairment losses. Reconciliation of intangible assets Opening balance R’000 Additions R’000 Foreign exchange movements R’000 Amortisa- tion R’000 Total R’000 Group 2012 Technology-related contracts 9 013 – 1 826 (3 728) 7 111 Customer contracts 12 301 – 2 111 (2 027) 12 385 Intangible assets under development 32 312 30 926 1 090 (4 337) 59 991 53 626 30 926 5 027 (10 092) 79 487 Opening balance R’000 Additions R’000 Additions through business combinations R’000 Foreign exchange movements R’000 Amortisa- tion R’000 Impairment loss R’000 Total R’000 Group 2011 Technology-related contracts 12 073 – 1 049 (672) (3 437) – 9 013 Customer contracts 15 062 – – (685) (2 076) – 12 301 Intangible assets under development 17 628 18 257 – – (3 435) (138) 32 312 44 763 18 257 1 049 (1 357) (8 948) (138) 53 626 Technology-related contracts Technology related contracts arose due to the business combinations with Ctrack UK Ltd, Ctrack Ireland and Minor Planet systems BV, which occurred in the 2011 financial year.These assets are amortised over the expected useful life of four years. Customer contracts Customer contracts were acquired due to the business combination with Ctrack UK Ltd, which occurred during 2011.These assets are amortised over the expected useful life of six to eight years. Refer to the business combinations in note 31. Development costs Development costs relate to costs incurred in developing vehicle tracking and fleet management solutions for world-wide distribution. Once these projects are ready for commencement, the asset is amortised over the expected useful life of five years.
  • ANNUAL FINANCIAL STATEMENTS 2012 27 The carrying amounts of associates are shown net of impairment losses. On 16 July 2012,TPL Trakker (Private) Ltd listed on the Karachi Stock Exchange at a price of PKR10 per share. During the listing, an additional 30 000 000 shares were issued.This resulted in a dilution of DigiCore’s shareholding in the company from 30,00% to 25,86%. At listing date, the fair value of the investment is PKR561 746 890, which translated at the spot rate of PKR0,0879 : R1 is R49 377 552. Group 2012 R’000 2011 R’000 Summary of group’s interest in associate TPL Trakker (Private) Ltd Total assets 220 618 288 038 Total liabilities 6 975 123 301 Revenue 83 334 68 229 Profit 9 146 9 239 Alchemist House (Pty) Ltd Total assets 11 994 Total liabilities 4 392 Revenue 5 957 (Loss) (1 864) Dedical (Pty) Ltd Total assets 17 706 Total liabilities 26 013 Revenue 5 (Loss) (2 874) Ctrack (Pty) Ltd (formerly Vehicle Management Services (Pty) Ltd) Total assets 12 492 Total liabilities 13 268 Revenue 41 504 (Loss) (451) TPL Trakker (Private) Ltd is incorporated in Pakistan.Total assets and liabilities have been translated at spot rate at 30 June 2012 and 30 June 2011, respectively, and revenue and profit or loss have been translated at average rates for the respective financial years. The following exchange rates have been used: 2012 – spot rate at 30 June 2012 – PKR (Pakistani Rupee) 11,3993: R1, average rate for the year – PKR 11,5199: R1. 2011 – spot rate at 30 June 2011 – PKR (Pakistani Rupee) 12,5684: R1, average rate for the year – PKR 12,0907: R1. Alchemist House (Pty) Ltd is incorporated in South Africa and became an associate of the group on 1 September 2011. * Carrying amount of investment is less than R1 000. @ The investment in DigiCore Europe BV is held by Ctrack Europe Holdings Ltd, the carrying amount of this investment is R61 176 292. % The investment in Ctrack Benelux BV is held by DigiCore Europe BV, the translated carrying amount of this investment is R33 903 169. > The investments in these companies are held by DigiCore Europe BV, the translated carrying amount of these investments is less than R1 000. ô The investment in Ctrack Ltd has been transferred to Ctrack Europe Holdings Ltd in the current financial year, the carrying amount of this investment is R55 669 656.This has resulted in a decrease in investment in subsidiaries and a corresponding increase in loans to group companies. Refer to loans to (from) group companies in note 8. ^ The investment in Ctrack UK Ltd is held by Ctrack Europe Holdings Ltd, the carrying amount of this investment is R34 944 811. } The investment in Ctrack Ireland Ltd is held by DigiCore International Holdings BV, the translated carrying amount is less than R1 000. ] The investment in Ctrack Latin America SA is held by DigiCore International Holdings BV, the translated carrying amount is R7 078. ? The investment in Ctrack Asia Sdn Bhd is held by DigiCore International Holdings BV, the translated carrying amount is R1 197 000. { The investment in Worldmark SA (Pty) Ltd is held by Ctrack SA (Pty) Ltd, the carrying amount of this investment is R5 930 000. + The investment in Ctrack (Pty) Ltd (formerly Vehicle Management Systems (Pty) Ltd) is held by DigiCore International Holdings BV, the carrying amount of this investment is R8 477 699. 1 DigiCore Holdings Ltd. 2 Ctrack Europe Holdings Ltd. 3 DigiCore Europe BV. 4 Ctrack SA (Pty) Ltd. 5 DigiCore International Holdings BV. 6 DigiCore Fleet Management SA (Pty) Ltd. 7 Ctrack International Holdings Ltd. 8 Ctrack Eastern European Holdings Ltd. 9 Ctrack (Pty) Ltd (formerly Vehicle Management Systems (Pty) Ltd). 7. Investments in ASSOCIATEs Name of company Listed/ Unlisted % holding 2012 % holding 2011 Group 2012 R’000 Group 2011 R’000 Com- pany 2012 R’000 Com- pany 2011 R’000 TPL Trakker (Private) Ltd Listed 30 30 5 595 4 282 708 708 Dedical (Pty) Ltd Unlisted – 35 – – – – Ctrack (Pty) Ltd (formerly Vehicle Management Services (Pty) Ltd} Unlisted – 25,2 – 243 – – Alechemist House (Pty) Ltd (trading as Fleet Connect) Unlisted 30 1 515 – – – 7 110 4 525 708 708
  • 28 Notes to the group and company financial statements (continued) for the year ended 30 June 2012 Loans to (from) group companies Loans to and from subsidiaries are unsecured, bear no interest and are not subject to any fixed terms of repayment. Loan to (from) DigiCore Europe BV The loan has been ceded to Barclays Bank London as security for term loan facilities granted to DigiCore Holdings Ltd. Rrefer to the other financial liabilities in note 17. Company 2012 R’000 2011 R’000 Current assets 506 684 368 659 Current liabilities (219 087) (183 320) 287 597 185 339 Fair value of loans to and from group companies No impairment has been recognised on loans to group companies for the year ended 30 June 2012 (2011: Rnil). The maximum exposure to credit risk at the reporting date is the fair value of each loan mentioned above.The group does not hold any collateral as security. Currencies The carrying amount of loans to and from group companies is denominated in the following currencies: Company 2012 R’000 2011 R’000 Rand 238 947 198 122 British Pound 55 718 (5 130) Euro (7 068) (7 653) Dedical (Pty) Ltd is incorporated in South Africa.The company has become a subsidiary of the group effective from 1 October 2011. Refer to business combinations in note 31. Ctrack (Pty) Ltd has become a subsidiary of the group effective from 1 July 2011. Refer to business combinations in note 31. There are no significant restrictions on the ability of associates to transfer funds to the investor in the form of cash dividends, or repayment of loans or advances. Associates with different reporting dates The financial year-end of Alchemist House (Pty) Ltd is 29 February 2012.The reason for the reporting date not being in line with group is that the group does not have the influence to align the associate’s reporting date to that of the group. Management accounts are used to equity account the associate for the month that falls outside the reporting period. 8. Loans to (from) group companies Company 2012 R’000 2011 R’000 Subsidiaries DigiCore Staff Share Trust 44 340 44 370 DigiCore Fleet Management SA (Pty) Ltd (76 705) (29 631) DigiCore Electronics (Pty) Ltd (68 389) (93 647) DigiCore Properties (Pty) Ltd (19 931) (19 687) Ctrack SA (Pty) Ltd 152 343 83 461 Integrated Fare Collection Services (Pty) Ltd (1 828) 77 DigiCore Technologies (Pty) Ltd (10 317) (10 317) DigiCore Management Services (Pty) Ltd 11 – DigiCore Investments (Pty) Ltd 162 496 162 499 DigiCore International (Pty) Ltd 61 342 61 342 Ctrack Finance Ltd (3 270) (3 154) Ctrack Ltd 3 318 (1 976) DigiCore Financial Services (Pty) Ltd (20 483) (14 715) DigiCore Brands (Pty) Ltd 12 761 12 761 DigiCore Europe BV (18 164) (10 193) Ctrack Asia Sdn Bhd 1 296 522 Ctrack Latin America SA 2 011 1 087 DigiCore International Holdings BV 10 775 2 540 Ctrack Europe Holdings Ltd 55 670 – Ctrack International Holdings Ltd 321 – 287 597 185 339
  • ANNUAL FINANCIAL STATEMENTS 2012 29 10. Deferred tax Group Company 2012 R’000 2011 R’000 2012 R’000 2011 R’000 Deferred tax asset (liability) The balance comprises: Accelerated capital allowances for tax purposes (2 109) (1 021) Accrued leave pay 885 543 Provisions 8 052 6 470 14 28 Provision for obsolete stock 3 819 1 686 Assessed losses 16 476 14 717 27 123 22 395 14 28 Represented by: Deferred tax asset 29 358 24 470 14 28 Deferred tax liability (2 235) (2 075) 27 123 22 395 14 28 Opening balance (22 395) (18 575) (28) (28) 4 728 3 820 (14) – Recognition of deferred tax asset Deferred income tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax benefit through future taxable profits is probable. The group and company consider it probable that sufficient taxable income will be available in the future, the deferred tax asset raised based on future income to be generated.The sufficiency of future taxable income was supported by budgets for the 2013 financial year as well as historical trading results of the various subsidiaries within the group as well as the historical trading results of the company. 9. Other financial assets Group 2012 R’000 2011 R’000 Loans and receivables Loan to associate – Alchemist House (Pty) Ltd 1 250 Loan to Dedical (Pty) Ltd 19 901 1 250 19 901 Non-current assets Loans and receivables 1 250 19 901 Loan to Dedical (Pty) Ltd Portion granted by DigiCore Fleet Management SA (Pty) Ltd 13 469 Portion granted by DigiCore Electronics (Pty) Ltd 6 441 19 910 Dedical (Pty) Ltd became a subsidiary of the group effective from 1 October 2011.The loan is unsecured, bears no interest and has no fixed terms of repayment.The loan has been re-classified as a loan to a group company and eliminated on consolidation. The loan to Alchemist House (Pty) Ltd has been granted by DigiCore Fleet Management SA (Pty) Ltd.The loan is unsecured, bears no interest and is not subject to any fixed terms of repayment. DigiCore Fleet Management SA (Pty) Ltd will not demand repayment of this loan within the next 12 months. No impairment has been recognised against loans and receivables for the year ended 30 June 2012 (2011: Rnil). The maximum exposure to credit risk at the reporting date is the fair value of each loan mentioned above. Credit quality of other financial assets The credit quality of financial assets that are neither past due nor impaired is considered to be fair.
  • 30 Notes to the group and company financial statements (continued) for the year ended 30 June 2012 Exposure to credit risk The carrying amount of trade and other receivables represents the maximum credit exposure. The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was: Group 2012 R’000 2011 R’000 Region South Africa 162 794 154 783 United Kingdom 9 267 28 711 Europe 21 644 22 798 Australia 8 785 – Rest of world 693 610 203 183 206 902 Credit quality of trade and other receivables Trade receivables The following represents information on the credit quality of trade receivables that are neither past due, nor impaired: A 85 85 B 15 15 100 100 A – the percentage of debtors are of good credit quality and no default in payment is expected. B – this percentage of debtors usually pay, but have previously paid late and therefore there is a possibility that these debtors will not be recoverable. None of the financial assets that are fully performing have been renegotiated in the last year. Please refer to note 39 for detailed information regarding the credit risk of trade and other receivables. Fair value of trade and other receivables Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost.The average credit period on sales of goods is 60 days. No interest is charged on outstanding balances.The group has recognised an allowance for impairment of 13% against all receivables over 120 days. No allowances for impairment are recognised against trade receivables between 60 and 90 days and 90 and 120 days as the group estimates that these amounts are fully recoverable. Before accepting any new customer, the group uses a pre-determined credit scoring system to assess the potential customer’s credit quality and defines credit limits by customer. Of the trade receivables balance at the end of the year R10 475 521 is due from the South African Police Service (30 June 2011: R6 632 255 due from TPL Trakker (Private) Ltd), the group’s largest customer.There are no other customers who represent more than 5% of the total balance of trade receivables. 11. Inventories Group Company 2012 R’000 2011 R’000 2012 R’000 2011 R’000 Raw materials 22 503 9 159 – – Work in progress 15 181 26 720 – – Finished goods 71 891 64 000 – – 109 575 99 879 – – Inventories (write downs) (13 812) (6 020) – – 95 763 93 859 – – The cost of inventories recognised as an expense during the period was R176 957 419 (2011: R204 817 131). The cost of inventories recognised as an expense includes R13 812 610 (2011: R6 020 732) in respect of provision for write downs of inventory to net realisable value. 12. Trade and other receivables Group Company 2012 R’000 2011 R’000 2012 R’000 2011 R’000 Trade receivables 203 183 206 902 – – Pre-payments 692 2 985 692 – Deposits 14 798 3 214 4 845 994 VAT 1 884 922 – – Other receivables 5 071 2 896 – – 225 628 216 919 5 537 994
  • ANNUAL FINANCIAL STATEMENTS 2012 31 The ageing of these loans is as follows: Group 2012 R’000 2011 R’000 120 days + 34 282 23 880 Currencies The carrying amount of trade and other receivables are denominated in the following currencies: Rand 138 258 134 208 US Dollar 6 008 12 215 British Pound 35 798 36 354 Euro 35 250 34 142 Australian Dollar 10 314 – Reconciliation of provision for impairment of trade and other receivables Opening balance 23 880 17 307 Provision for impairment 31 914 6 573 Unused amounts reversed (21 512) – 34 282 23 880 The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned above.The group does not hold any collateral as security. The group assesses its trade and loans receivables for impairment at each reporting date. In determining whether an impairment loss should be recorded in the statements of comprehensive income, the group makes judgments as to whether there is observable data indicating a measurable decrease in the estimated future cash flows from a financial asset. The impairment for trade and loans receivable is calculated on a specific basis, based on historical loss ratios, adjusted for national and industry-specific economic conditions and other indicators present at the reporting date. Trade receivables disclosed above include amounts (see below for aged analysis) that are past due at the end of the reporting period but against which the group has not recognised an allowance for impairment because there has not been a significant change in credit quality and the amounts are still considered recoverable. Trade and other receivables past due but not impaired Trade and other receivables which are less than four months past due are not considered to be impaired. At 30 June 2012, R 82 062 220 (2011: R 83 018 124) were past due but not impaired. The ageing of amounts past due but not impaired is as follows: Group 2012 R’000 2011 R’000 60 to 90 days 12 534 12 204 90 to 120 days 3 754 10 465 120 + days 65 774 60 349 Trade and other receivables impaired In determining the recoverability of a trade receivable, the group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the end of the reporting period. Other than the concentration mentioned above, the concentration of credit risk is limited due to the customer base being large and unrelated.As of 30 June 2012, trade and other receivables of R34 281 555 (2011: R23 879 792) were impaired and provided for.
  • 32 Notes to the group and company financial statements (continued) for the year ended 30 June 2012 The following has been provided as security for facilities granted by Absa Bank Ltd for facilities granted to DigiCore Holdings Ltd: • Cession of CFC accounts • Negative pledge of assets • Unlimited cession of loan to DigiCore Europe BV For facilities granted to the DigiCore group, unlimited cross-suretyship between the following entities: • DigiCore Investments (Pty) Ltd • Ctrack SA (Pty) Ltd • DigiCore Brands (Pty) Ltd • DigiCore Properties (Pty) Ltd • DigiCore Financial Services (Pty) Ltd • DigiCore Technology (Pty) Ltd • DigiCore Electronics (Pty) Ltd • DigiCore International (Pty) Ltd • DigiCore Cellular (Pty) Ltd • DigiCore Holdings Ltd Cession of inter-company loans by: • Ctrack SA (Pty) Ltd • DigiCore Cellular (Pty) Ltd • DigiCore Technology (Pty) Ltd • DigiCore Electronics (Pty) Ltd • DigiCore International (Pty) Ltd • DigiCore Fleet Management SA (Pty) Ltd • DigiCore Holdings Ltd Cession of trade receivables excluding inter-company loans by: • Ctrack SA (Pty) Ltd • DigiCore Cellular (Pty) Ltd • DigiCore Technology (Pty) Ltd • DigiCore Electronics (Pty) Ltd • DigiCore International (Pty) Ltd 13. Cash and cash equivalents Group Company 2012 R’000 2011 R’000 2012 R’000 2011 R’000 Cash and cash equivalents consist of: Cash on hand 496 538 – – Bank balances 40 784 52 554 1 335 15 698 Other cash and cash equivalents 39 – – – Bank overdraft (70 170) (523) (50 164) – (28 851) 52 569 (48 829) 15 698 Current assets 41 319 53 092 1 335 15 698 Current liabilities (70 170) (523) (50 164) – (28 851) 52 569 (48 829) 15 698 Local companies have facilities with Absa Bank Ltd, except for Worldmark SA (Pty) Ltd, which has facilities with Nedbank Ltd. Bank balances of the foreign subsidiaries are managed with the subsidiaries’ own bankers. The following facilities have been made available by Absa Bank Ltd: • DigiCore Holdings Ltd: – Overdraft – R6 080 000 – Call loan – R30 000 000 – Credit card – R25 000 – Debit order – R50 000 • DigiCore Electronics (Pty) Ltd: – Overdraft – R100 000 – Credit card – R20 000 – FEC – R1 000 000 • Ctrack SA (Pty) Ltd: – Funds transfer direct debit – R5 000 000 – Asset-based loans – R3 935 000 – Funds transfer direct credit – R8 000 000 • DigiCore Fleet Management SA (Pty) Ltd: – ACB – R5 000 000 • DigiCore Financial Services (Pty) Ltd: – ACB – R500 000
  • ANNUAL FINANCIAL STATEMENTS 2012 33 Outstanding options Exercise date within one year Exercise date from two to five years Total Options with exercise price of R3,65 849 000 849 000 1 698 000 Options with exercise price of R3,10 180 000 540 000 720 000 Options with exercise price of R3,00 1 963 000 5 889 000 7 852 000 Options with exercise price of R2,95 432 000 1 728 000 2 160 000 Options with exercise price of R2,70 1 670 000 6 680 000 8 350 000 Group Company 2012 R’000 2011 R’000 2012 R’000 2011 R’000 Information on options granted during the year Weighted fair value of options issued during the year 0,41 0,70 The company operates several share option schemes. Share options are granted to executive directors of the company and/or its subsidiaries or key management personnel or a combination of both. As at 30 June 2012 the following schemes were still in effect: • Option Scheme C – granted to directors only on 1 December 2002 with an option price of R0,60 • Option Scheme D – granted to directors only on 31 May 2004 with an option price of R1,42 • Option Scheme E – granted to directors only on 26 June 2005 with an option price of R2,47 • Option Scheme F – granted to directors only on 15 December 2005 with an option price of R2,79 • Option Scheme G – granted to directors only on 7 December 2006 with an option price of R4,07 • Option Scheme H – granted to directors and key management personnel on 30 April 2007 with an option price of R5,89 • Option Scheme I – granted to directors only on 17 October 2007 with an option price of R8,41 only (cancelled during the 2009 financial year as the options were out of the money) • Option Scheme J – granted to directors and key management personnel on 12 October 2010 with an option price of R3,65 • Option Scheme K – granted to directors and key management personnel on 6 August 2010 with an option price of R3,10 • Option Scheme L – granted to directors and key management personnel on 14 March 2011 with an option price of R3,00 • Option Scheme M – granted to directors and key management personnel on 2 April 2012 with an option price of R2,95 • Option Scheme N – granted to directors and key management personnel on 29 June 2012 with an option price of R2,70 14. Share capital Group Company 2012 R’000 2011 R’000 2012 R’000 2011 R’000 Authorised 1 000 000 000 ordinary shares of R0,001 each 1 000 1 000 1 000 1 000 Issued 247 669 272 ordinary shares of R0,001 each 248 248 248 248 Share premium 166 076 165 967 219 322 219 213 166 324 166 215 219 570 219 461 Reconciliation of number of shares issued: Reported as at 1 July 2011 247 669 272 217 669 272 247 669 272 217 669 272 Rights issue – 30 000 000 ordinary shares – 30 000 000 – 30 000 000 247 669 272 247 669 272 247 669 272 247 669 272 15. Share-based payments Share options – Group Number ’000 Weighted exercise price R Total value R’000 Outstanding at the beginning of the year 17 827 3,26 58 403 Granted during the year 10 510 2,75 28 917 Forfeited during the year (2 542) 3,29 (8 353) Outstanding at the end of the year 25 795 3,06 78 967 Exercisable at the end of the year 5 015 3,06 15 346 Of the options outstanding at 30 June 2012, 20 780 000 options are not yet exercisable. No options expired during the year. Weighted average share price at exercise date of options was R2,97 (2011: R3,16).
  • 34 Notes to the group and company financial statements (continued) for the year ended 30 June 2012 16. Foreign currency translation reserve Translation reserve comprises exchange differences on consolidation of foreign subsidiaries and the translation of goodwill arising at the date of acquisition of foreign operation to spot rate at year-end. Group 2012 R’000 2011 R’000 Opening balance (14 194) (21 744) Exchange differences on translating foreign operations 724 7 173 Ctrack Ltd – translation of goodwill on acquisition 7 324 – Ctrack (Pty) Ltd – translation of goodwill on acquisition 1 212 – DigiCore Europe BV – translation of goodwill on acquisition 3 337 2 580 Ctrack UK Ltd – translation of goodwill on acquisition 1 073 (2 203) (524) (14 194) Share options vest in tranches over four years from the grant date on the condition that the employee remains in the group’s employment.The number of share options is calculated in accordance with group’s policy in appraising employees and as approved by the remuneration committee of the group. Upon resignation the share options will lapse immediately. Share options remain exercisable after vesting and expire 10 years after grant date. This option scheme is equity-settled and is based on one share option converting into one ordinary share of DigiCore Holdings Ltd on exercise.The reserve is recognised in the statements of financial position based on the measurement of the fair value of the share options. The fair value of options granted was determined by using the Black-Scholes-Mertion Option Pricing Model. The following inputs were used for option scheme M granted during the year: • Exercise price – R2,95 • Expected volatility – 34,6%* • Option life – 366 to 1 466 days • Expected dividends – 1,97% • The risk-free interest rate – 6,67%** * The expected volatility in the value of the share options granted was determined using the historical volatility of DigiCore’s share price from 25 January 2011 to 2 April 2012 (grant date). ** The risk-free rate for periods within the contractual term of the share options was based on the South African long-term government bond rate in effect at the time of the grant. The following inputs were used for Option Scheme N granted during the year: • Exercise price – R2,70 • Expected volatility – 34,1%* • Option life – 366 to 1 466 days • Expected dividends – 1,97% • The risk-free interest rate – 6,01%** * The expected volatility in the value of the share options granted was determined using the historical volatility of DigiCore’s share price from 25 January 2011 to 29 June 2012 (grant date). ** The risk-free rate for periods within the contractual term of the share options was based on the South African long-term government bond rate in effect at the time of the grant. Early exercising of options is not permitted.Total expenses of R3 674 900 related to equity-settled share-based payments transactions were recognised in 2012 (2011: R2 804 232).
  • ANNUAL FINANCIAL STATEMENTS 2012 35 Group Company 2012 R’000 2011 R’000 2012 R’000 2011 R’000 Non-current liabilities At amortised cost 22 995 26 324 – 3 985 Current liabilities At amortised cost 10 183 6 560 4 236 3 985 33 178 32 884 4 236 7 970 The group’s borrowing powers are unlimited and the group has not exceeded the borrowing powers in terms of the Memorandum of Incorporation of the holding company and of the underlying subsidiaries. The carrying amounts of financial liabilities at amortised cost are denominated in the following currencies: Group Company 2012 R’000 2011 R’000 2012 R’000 2011 R’000 Rand 25 806 24 914 Euro 4 236 7 970 4 236 7 970 Australian Dollar 3 136 18. Finance lease obligation Minimum lease payments due – within one year 7 698 5 365 – – – in second to fifth year inclusive 8 555 7 337 – – 16 253 12 702 – – Less: Future finance charges (1 332) (1 048) – – Present value of minimum lease payments 14 921 11 654 – – Present value of minimum lease payments due – within one year 7 111 4 923 – – – in second to fifth year inclusive 7 810 6 731 – – 14 921 11 654 – – Non-current liabilities 7 810 6 731 – – Current liabilities 7 111 4 923 – – 14 921 11 654 – – It is group policy to lease certain motor vehicles and equipment under finance leases. The average lease term is three to five years and the average effective borrowing rate was 9% (2011: 9%). 17. Other financial liabilities Group Company 2012 R’000 2011 R’000 2012 R’000 2011 R’000 Held at amortised cost Bank loan 4 236 7 970 4 236 7 970 A loan of EUR1 725 000 from Barclays Bank London was obtained in the 2005 financial year to fund the Ctrack Benelux BV acquisition. In September 2007, the initial loan was restructured and a total loan value of EUR2 027 000 was obtained to fund the remaining DigiCore Europe BV shareholding acquisition.The term of the loan is five years with equal annual repayments of EUR405 400 payable in October of each year. Interest is payable quarterly in arrears and based on the LIBOR rate plus 1,5% per annum margin. The capital balance outstanding is EUR405 400 (2011: EUR810 800). Loan from Capital Finance Australia (Pty) Ltd 11 The loan is unsecured, bears no interest and has no fixed terms of repayment. Loan to shareholders of Dedical (Pty) Ltd 3 514 The loan is unsecured, bears no interest and has no fixed terms of repayment. Loan from Vineport (Pty) Ltd 2 898 Vineport (Pty) Ltd has a non-controlling interest in Ctrack (Pty) Ltd.The loan is unsecured, bears interest at 10% and is repayable in monthly instalments of AUD22 500 each. Loan from Perfekt (Pty) Ltd 227 Perfekt (Pty) Ltd has a non-controlling interest in Ctrack (Pty) Ltd.The loan is unsecured, bears no interest and has no fixed terms of repayment. Mortgage bond 22 292 24 914 The loan carries interest at prime minus 1,75% per annum.At year-end this rate was 6,75% (2011: 8,25%).The current instalment is R386 218 per month and the loan is repayable in 10 years. This mortgage bond is secured by the property in the Regency Office Park. Refer to property, plant and equipment in note 3. 33 178 32 884 4 236 7 970
  • 36 Notes to the group and company financial statements (continued) for the year ended 30 June 2012 Reconciliation of provisions Opening balance R’000 Total R’000 Company 2011 Other provisions 100 100 All provisions are recognised in accordance with the group and company’s accounting policies. Provision for product warranties The warranty provision represents management’s best estimate of the group’s liability under one period warranties granted on electrical products, based on prior experience and industry averages for defective products. Other provisions Other provisions relates to provisions for consulting fees, professional fees and other small items. Employee benefits The employee benefits provision relates to provisions for bonuses to directors and employees. The estimated timing of the above provisions to be utilised has been estimated to be between 12 and 24 months. 20. Trade and other payables Group Company 2012 R’000 2011 R’000 2012 R’000 2011 R’000 Trade payables 19 434 59 723 2 511 2 642 Value-added taxation 7 880 1 715 1 114 805 Accrued leave pay 4 514 2 836 – – Accrued expenses 16 074 6 860 50 – Accrued payroll charges 7 734 1 024 – – Other payables 10 643 9 254 – – 66 279 81 412 3 675 3 447 Fair value of trade and other payables The average credit period on purchases of certain goods from suppliers is two months. No interest is charged on the trade payables outstanding balances.The group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms. Due to the short-term nature of the group’s trade and other payables, the carrying value approximates their fair value. Interest rates are linked to prime at the contract date.All leases have fixed repayments and no arrangements have been entered into for contingent rent. The group’s obligations under finance leases are secured by the lessor’s charge over the leased assets. Refer to note 5. 19. Provisions Reconciliation of provisions Opening balance R’000 Additions R’000 Utilised during the year R’000 Reclassi- fied to accrued expenses R’000 Total R’000 Group 2012 Product warranties 3 443 118 (362) 3 199 Other provisions 118 5 032 (2 105) 3 045 Provision for employee benefits 7 310 (2 796) (4 514) 10 871 5 150 (5 263) (4 514) 6 244 Group 2011 Product warranties 2 768 675 3 443 Other provisions 1 851 (1 733) 118 Provision for restructuring costs 2 021 235 (2 256) Provision for employee benefits 2 542 4 810 (42) 7 310 9 182 5 720 (1 775) (2 256) 10 871 Opening balance R’000 Utilised during the year R’000 Total R’000 Company 2012 Other provisions 100 (100) –
  • ANNUAL FINANCIAL STATEMENTS 2012 37 Group Company 2012 R’000 2011 R’000 2012 R’000 2011 R’000 23. Auditors’ remuneration Fees 2 151 1 687 Prior years under provision 312 45 Other fees – 195 Tax and secretarial services – 122 Expenses 238 – 2 701 2 049 24. Investment revenue Dividend revenue Subsidiaries – local – – 3 346 2 067 Interest revenue Bank 100 85 – – 100 85 3 346 2 067 25. Income from equity accounted investments TPL Trakker (Private) Ltd 2 744 1 790 – – Dedical (Pty) Ltd – (1 241) – – Ctrack (Pty) Ltd (formerly Vehicle Management Systems (Pty) Ltd) – (113) – – Alchemist House (Pty) Ltd (485) – – – 2 259 436 – – No dividends were received from equity- accounted investments (2011: Rnil). 26. Finance costs Finance leases 1 010 839 – – Bank 4 625 5 444 2 788 3 206 Other financial liabilities 398 – – – 6 033 6 283 2 788 3 206 Group Company 2012 R’000 2011 R’000 2012 R’000 2011 R’000 Currencies The carrying amounts of trade and other payables are denominated in the following currencies: Rand 34 932 63 963 Euro 12 148 9 177 US Dollar 1 467 2 194 British Pound 10 007 6 079 Australian Dollar 7 725 – 21. Revenue Sale of goods 329 801 417 888 – – Rendering of services 466 173 266 393 – – Rental income 48 405 27 967 – – Management fees – – 13 200 7 800 844 379 712 248 13 200 7 800 22. Operating profit Operating profit for the year is stated after accounting for the following: Operating lease charges Premises –  Straight line amounts 18 241 14 417 112 Motor vehicles –  Straight line amounts 69 18 Equipment –  Straight line amounts 1 563 2 141 19 873 16 576 112 Loss/(profit) on sale of property, plant and equipment 129 (749) – – Impairment on intangible assets – 139 – – Impairment loss on re-measurement of assets and liabilities held for sale 100 – – – (Profit)/loss on exchange differences (8 216) 3 766 175 1 107 Amortisation of intangible assets 10 096 8 948 – – Depreciation on property, plant and equipment 51 038 37 713 – – Employee costs 316 310 226 123 2 775 701 Research and development 1 756 546 – – Bargain purchase on acquisition of Dedical (Pty) Ltd (567) – – –
  • 38 Notes to the group and company financial statements (continued) for the year ended 30 June 2012 28. Other comprehensive income Components of other comprehensive income Gross R’000 Tax R’000 Net R’000 Group 2012 Exchange differences on translating foreign operations Exchange differences arising during the year 13 670 – 13 670 Group 2011 Exchange differences on translating foreign operations Exchange differences arising during the year 7 550 – 7 550 Group Company 2012 R’000 2011 R’000 2012 R’000 2011 R’000 27. Taxation Major components of the tax expense Current Local income tax – current period 18 910 23 040 787 602 Secondary tax on companies 1 714 1 647 958 1 352 Foreign income tax or withholding tax – current period (4 010) 2 866 – – 16 614 27 553 1 745 1 954 Deferred Originating and reversing temporary differences (4 728) (3 820) 14 – 11 886 23 733 1 759 1 954 Reconciliation of the tax expense Reconciliation between accounting profit and tax expense: Accounting profit 41 896 78 153 6 112 4 158 Tax at the applicable tax rate of 28% (2011: 28%) 11 731 21 883 1 711 1 164 Tax effect of adjustments on taxable income Expenses not tax deductible 2 580 248 (910) (562) Income not subject to taxation (2 311) (579) 958 1 352 Secondary tax on companies 1 714 1 647 – – Prior year over provision – (472) – – Reversal of de-grouping charge – Ctrack UK Ltd (2 808) – – – Differences between foreign tax rates and South African tax rates 980 1 006 – – 11 886 23 733 1 759 1 954
  • ANNUAL FINANCIAL STATEMENTS 2012 39 31. Business combinations Ctrack (Pty) Ltd (formerly Vehicle Management Systems (Pty) Ltd) On 1 July 2011 the group acquired a further 39,9% of the voting equity interest of Ctrack (Pty) Ltd, which resulted in the group obtaining control over Ctrack (Pty) Ltd.This was in addition to an existing interest of 25,1% which was obtained on 1 August 2010. Ctrack (Pty) Ltd’s results were accounted for using the equity method until 30 July 2011. The fair value purchase consideration for this transaction was R8 234 135, which was paid in cash. Ctrack (Pty) Ltd is principally involved in the fleet management industry in the Australian and New Zealand markets.As a result of the acquisition, the group is expecting to be the leading provider of fleet management products and services in those markets. It is also expecting to reduce costs through economies of scale. Goodwill of R7 543 447 arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the entities. Fair value of assets acquired and liabilities assumed Recognised values on acquisition 2012 R’000 Property, plant and equipment 799 Deferred tax 691 Inventories 1 987 Trade and other receivables 7 427 Cash and cash equivalents 2 050 Other financial liabilities (5 179) Current tax payable (121) Trade and other payables (6 214) Total identifiable net assets 1 440 Non-controlling interest (505) Goodwill 7 543 8 478 Non-controlling interest Non-controlling interest is measured at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. Acquisition date fair value of consideration paid Cash (8 234) Fair value of investment on 30 June 2011 (244) (8 478) Group Company 2012 R’000 2011 R’000 2012 R’000 2011 R’000 29. Cash generated from operations Profit before taxation 41 896 78 153 6 112 4 158 Adjustments for: Depreciation and amortisation 61 134 46 661 – – Loss/(profit) on sale of property plant and equipment 129 (748) – – (Profit)/loss on foreign exchange (8 216) 3 766 – – Income from equity accounted investments (2 259) (436) – – Dividends received (3 346) (2 067) Interest received (100) (85) Finance costs 6 033 6 283 2 788 3 206 Impairment loss 100 139 – – Movements in provisions (4 627) 3 149 (100) – Other non-cash items – investments in associates – 1 431 Other non-cash items – loan decrease 19 901 – – – Other non-cash items – share-based payment expense 3 675 2 804 3 675 2 804 Other non-cash items – foreign currency translation movement 13 770 6 614 – – Other non-cash items – bargain purchase on acquisition of Dedical (Pty) Ltd (567) – – – Changes in working capital: Inventories (2 432) (6 301) – – Trade and other receivables (4 807) (43 048) (4 543) (867) Trade and other payables (28 375) 12 762 228 2 480 95 255 109 713 4 814 11 145 30. Taxation paid Balance at beginning of the year (10 168) (6 104) 536 1 190 Current tax for the year recognised in profit or loss (15 923) (27 880) (1 745) (1 954) Acquisition of Ctrack (Pty) Ltd (121) – – – Balance at end of the year 13 796 10 168 522 (536) (12 416) (23 816) (687) (1 300)
  • 40 Notes to the group and company financial statements (continued) for the year ended 30 June 2012 Revenue and profit or loss of Worldmark SA (Pty) Ltd Revenue of R26 831 391 and profit of R2 420 048 of Worldmark SA (Pty) Ltd have been included in the group’s results since the date of acquisition. If the acquisition had occurred on 1 July 2011, management estimates that Worldmark SA (Pty) Ltd would have contributed a loss after taxation of R196 417 and revenue of R58 608 979, respectively. In determining these amounts, management have assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 July 2011. Initial accounting incomplete The acquisition of Worldmark SA (Pty) Ltd is based on provisional fair values as the group has not yet determined the provisional fair values of the assets, liabilities and or contingent liabilities acquired.The fair value of the business will be accurately determined by the next reporting date. Dedical (Pty) Ltd On 1 October 2011, the group acquired a further 16% of the voting equity interest of Dedical (Pty) Ltd, which resulted in the group obtaining control over Dedical (Pty) Ltd.This was in addition to an existing interest of 35%. The results of Dedical (Pty) Ltd have been accounted for using the equity method until 30 September 2011.The fair value purchase consideration for this transaction was set at R1 000, which was paid in cash. Dedical is principally involved in the public transport industry. Revenue and profit or loss of Ctrack (Pty) Ltd (formerly Vehicle Management Systems (PTY) LTD) Revenue of R58 609 053 and profit of R7 185 795 of Ctrack (Pty) Ltd have been included in the group’s results since the date of acquisition. Worldmark SA (Pty) Ltd (trading as MotorOne) On 1 February 2012 the group acquired 50,1% of the voting equity interest of Worldmark SA (Pty) Ltd, which resulted in the group obtaining control over Worldmark SA (Pty) Ltd.The fair value purchase consideration for this transaction was set at R5 930 000 which was paid in cash.Worldmark SA (Pty) Ltd is principally involved in the vehicle parts and accessories industry in South Africa.As a result of the acquisition, the group is expecting to increase its presence in this industry. It is also expecting to reduce costs through economies of scale. Goodwill of R41 131 269 arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the entities. Fair value of assets acquired and liabilities assumed Recognised values on acquisition 2012 R’000 Property, plant and equipment 4 094 Pre-payments 2 798 Inventories 3 229 Trade and other receivables 10 284 Cash and cash equivalents 1 123 Other financial liabilities (84 025) Trade and other payables (7 765) Total identifiable net assets (70 262) Non-controlling interest 35 061 Goodwill 41 131 5 930 Non-controlling interest Non-controlling interest is measured at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. Acquisition date fair value of consideration paid Cash (5 930)
  • ANNUAL FINANCIAL STATEMENTS 2012 41 32. Assets and liabilities of disposal groups Worldmark SA (Pty) Ltd is presented as a non-current held for sale, following the commitment of group’s management, on 30 June 2012 to a plan to sell the 50,1% held subsidiary due to the purchaser having an enhanced national footprint of motor vehicle dealerships. Efforts to sell the subsidiary have commenced and a sale is expected by 30 June 2013. An impairment loss of R100 000 on the re-measurement of the disposal group to the lower of its carrying amount and its fair value less cost to sell has been recognised in other income or expenses.Worldmark SA (Pty) Ltd formed part of the South African distribution segment. At 30 June 2012 the disposal group comprised the following assets and liabilities: Group 2012 R’000 2011 R’000 Assets classified as held for sale Property, plant and equipment 5 355 – Inventories 9 392 – Trade and other receivables 13 517 – Cash and cash equivalents 342 – 28 606 – Liabilities classified as held for sale Other financial liabilities 81 995 – Finance lease obligation 1 148 – Trade and other payables 13 405 – 96 548 – Cumulative income or expense recognised in other comprehensive income No cumulative income or expense has been recognised in other comprehensive income relating to Worldmark SA (Pty) Ltd. Fair value of assets acquired and liabilities assumed Recognised values on acquisition 2012 R’000 Property, plant and equipment 598 Other financial assets 851 Inventories 3 638 Trade and other receivables 4 254 Cash and cash equivalents 295 Other financial liabilities (3 298) Trade and other payables (5 226) Total identifiable net assets 1 112 Non-controlling interest (544) Gain on bargain purchase (567) 1 Non-controlling interest Non-controlling interest is measured at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. Acquisition date fair value of consideration paid Cash (1) Revenue and profit or loss of Dedical (Pty) Ltd Revenue of Rnil and loss of R984 274 of Dedical (Pty) Ltd have been included in the group’s results since the date of acquisition. If the acquisition had occurred on 1 July 2011, management estimates that Dedical (Pty) Ltd would have contributed revenue of Rnil and a loss after taxation of R984 274. In determining these amounts, management has assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition, would have been the same if the acquisition had occurred on 1 July 2011. Initial accounting incomplete The acquisition of Dedical (Pty) Ltd is based on provisional fair values as the group has not yet determined the fair values of the identifiable assets, liabilities and/or contingent liabilities.The fair value of the business will be accurately determined by the next reporting date.
  • 42 Notes to the group and company financial statements (continued) for the year ended 30 June 2012 Group Company 2012 R’000 2011 R’000 2012 R’000 2011 R’000 Related party transactions Rent paid to related parties Bawco (Pty) Ltd 723 545 Maralton CC^ – 470 Vepro Properties (Pty) Ltd 457 565 Luna Holdings (Pty) Ltd* – 1 055 Administration fees received from related parties Ctrack SA (Pty) Ltd – – (5 500) (5 000) DigiCore Electronics (Pty) Ltd – – (4 500) (600) DigiCore Fleet Management SA (Pty) Ltd – – (2 500) (2 100) DigiCore Financial Services (Pty) Ltd – – (400) – DigiCore Properties (Pty) Ltd – – (300) (100) ^ MW Hill is no longer a member of Maralton CC from 1 July 2011. * During the current financial year R20 600 worth of expenses were reimbursed to Luna Holdings (Pty) Ltd by the group. During the year, certain related parties in the ordinary course of business, entered into various loans and transactions with the group under arm’s length terms no less favourable than those arranged with other third parties. Properties leased from related parties DigiCore Holdings Ltd and its subsidiaries entered into operating lease agreements for premises with entities whose directors and/or members are also directors of DigiCore Holdings Ltd and/or its subsidiaries. These directors are: • NH Vlok • SR Aberdein The lease periods for the properties range from three to five years and are rented under terms that are no less favourable to the company than those arranged with third parties.Total rent paid included in the financial statements relating to the aforementioned related parties amounts to R1 180 000 (2011: R2 635 000). Premises leased Bawco (Pty) Ltd – DigiCore Electronics (Pty) Ltd – Factory Premises Vepro Properties (Pty) Ltd – DigiCore Fleet Management SA (Pty) Ltd – Boksburg Branch. 33. Commitments Group 2012 R’000 2011 R’000 Operating leases – as lessee (expense) Minimum lease payments due: – within one year 13 222 8 260 – in second to fifth year inclusive 11 548 17 283 24 770 25 543 Operating lease payments represent rentals payable by the group for certain of its office premises, equipment and vehicles. Leases are negotiated for an average term of three years and rentals are fixed for an average of three years. No contingent rent is payable. 34. Events after the reporting period On 31 August 2012, the group obtained an additional 27% shareholding in Ctrack (Pty) Ltd (formerly Vehicle Management Systems (Pty) Ltd).This takes the group’s shareholding in the company to 92%.The consideration of AUD783 000 has been paid in cash. On 16 July 2012,TPL Trakker (Private) Ltd listed on the Karachi Stock Exchange at a price of PKR10 per share. During the listing, an additional 30 000 000 shares were issued.This resulted in a dilution of DigiCore’s shareholding in the company from 30,00% to 25,86%.At listing date, the fair value of the investment is PKR561 746 890, which translated at the spot rate of PKR0,0879: R1 is R49 377 552. Other than those mentioned above, the directors are not aware of any material fact or circumstance arising between the end of the financial year and the date of this report that would require adjustments to the annual financial statements. 35. Related parties Relationships Subsidiaries Refer to note 6 Associates Refer to note 7 Loans to (from) group companies Refer to note 8 Loans to associates Refer to note 9 Company controlled by director – NH Vlok – Vepro Properties (Pty) Ltd Company in which a close family member of a director of DigiCore Holdings Bawco (Pty) Ltd is a director – SR Aberdein Close corporation of which a director of a subsidiary of DigiCore Holdings Maralton CC Ltd is a member – MW Hill Company controlled by director – BC Esterhuyzen – Luna Holdings (Pty) Ltd
  • ANNUAL FINANCIAL STATEMENTS 2012 43 Non-executive Directors’ fees R’000 Committees fees R’000 Directors’ fees for services as directors of subsidiaries R’000 Total R’000 2012 NA Gasa 125 – 6 131 SS Ntsaluba 77 24 – 101 NH Vlok 2 168 – – 2 168 BS Khuzwayo 62 – – 62 Prof B Marx 77 50 – 127 Dr L Msengana-Ndlela 62 – 10 72 JD Wiese 77 – – 77 G Pretorius 77 24 – 101 2 725 98 16 2 839 Directors’ fees R’000 Committee fees R’000 Total R’000 2011 NA Gasa 175 180 355 SS Ntsaluba 56 15 71 BS Khuzwayo 98 45 143 Prof B Marx 98 45 143 Dr L Msengana-Ndlela 63 11 74 JD Wiese 42 – 42 G Pretorius 14 – 14 546 296 842 All non-executive directors’ fees are paid by the company. 36. Directors’and prescribed officer’s remuneration Executive Emolu- ments R’000 Provident fund contribu- tions R’000 Medical aid contribu- tions R’000 Bonus R’000 Other benefits R’000 Directors’ fees for services as directors of subsidiaries R’000 Total R’000 2012 SR Aberdein 1 544 118 34 141 – – 1 837 D du Rand 1 715 125 29 157 – – 2 026 MD Rousseau 1 726 114 31 460 – 389 2 720 FJ Schindehutte* 1 052 66 – 219 63 – 1 400 BC Esterhuyzen 1 430 94 – 250 750 – 2 524 J Verster 1 682 118 8 259 – – 2 067 AJ Voogt^ 301 22 14 – – – 337 9 450 657 116 1 486 813 389 12 911 Emolu- ments R’000 Provident fund contribu- tions R’000 Medical aid contribu- tions R’000 Total R’000 2011 SR Aberdein 1 319 109 36 1 464 D du Rand 1 592 113 26 1 731 MD Rousseau 1 708 105 67 1 880 NH Vlok 2 469 165 53 2 687 FJ Schindehutte 1 582 104 5 1 691 BC Esterhuyzen 1 044 – 4 1 048 J Verster 426 38 6 470 10 140 634 197 10 971 All executive directors’ emoluments are paid by subsidiaries. * FJ Schindehutte resigned on 10 February 2012. ^ AJ Voogt was appointed on 3 May 2012.
  • 44 Notes to the group and company financial statements (continued) for the year ended 30 June 2012 The following share options are issued to directors: Date granted Expiry date Strike price (R) Number of options issued but not exercised Share options cancelled Options forfeited Share options exercised Date exercised Gain Number of options issued but not exercised SR Aberdein 2005/12/15 2015/12/15 2,47 120 000 120 000 2006/06/27 2016/06/27 2,79 60 000 60 000 2006/12/07 2016/12/07 4,09 80 000 80 000 D du Rand 2005/12/15 2015/12/15 2,47 120 000 120 000 2006/06/27 2016/06/27 2,79 60 000 60 000 2006/12/07 2016/12/07 4,09 80 000 80 000 2007/10/17 2017/10/17 8,41 800 000 (800 000) – 2009/10/12 2019/10/12 3,65 600 000 600 000 2011/03/14 2021/03/14 2,95 700 000 700 000 2012/06/29 2022/06/29 2,70 500 000 500 000 MD Rousseau 2005/06/26 2015/06/26 1,42 60 000 60 000 2005/12/15 2015/12/15 2,47 120 000 120 000 2006/06/27 2016/06/27 2,79 60 000 60 000 2006/12/07 2016/12/07 4,09 80 000 80 000 2007/10/17 2017/10/17 8,41 800 000 (800 000) – 2009/10/12 2009/10/12 3,65 600 000 600 000 2011/03/14 2021/03/14 2,95 1 200 000 1 200 000 2012/06/29 2022/06/29 2,70 1 000 000 1 000 000 J Verster 2011/03/14 2021/03/14 2,95 1 000 000 1 000 000 2012/06/29 2022/06/29 2,70 800 000 800 000 BC Esterhuyzen 2011/03/14 2021/03/14 2,95 2 450 000 2 450 000 FJ Schindehutte 2007/10/17 2017/10/17 8,41 500 000 (500 000) – 2009/10/12 2009/10/12 3,65 500 000 (500 000) – 2011/03/14 2021/03/14 2,95 800 000 (800 000) NH Vlok 2005/12/15 2015/12/15 2,47 120 000 (60 000) (60 000) 2008/12/30 115 800 – 2006/06/27 2016/06/27 2,79 60 000 (60 000) – 2006/12/07 2016/12/07 4,09 80 000 (60 000) (20 000) 2008/12/30 6 200 – 2007/10/17 2017/10/17 8,41 1 900 000 (1 900 000) AJ Voogt 2012/04/02 2022/04/02 2,95 600 000 600 000 2012/06/29 2022/06/29 2,70 500 000 500 000 16 350 000 (4 000 000) (1 480 000) (80 000) 122 000 10 790 000
  • ANNUAL FINANCIAL STATEMENTS 2012 45 38. Financial liabilities by category The accounting policies for financial instruments have been applied to the line items below: Financial liabilities at amortised cost R’000 Non- financial instruments R’000 Total R’000 Group 2012 Other financial liabilities 17 993 – 17 993 Trade and other payables 34 643 31 636 66 279 Bank overdraft 70 170 – 70 170 118 242 31 636 154 442 Group 2011 Other financial liabilities 13 291 – 13 291 Trade and other payables 68 978 12 434 81 412 Bank overdraft 523 – 523 82 792 12 434 95 226 Company 2012 Loans from group companies 219 087 – 219 087 Trade and other payables 2 561 1 114 3 675 Bank overdraft 50 164 – 50 164 271 762 1 114 272 926 Company 2011 Loans from group companies 183 320 – 183 320 Other financial liabilities 3 985 – 3 985 Trade and other payables 2 642 805 3 447 189 947 805 190 752 37. Financial assets by category The accounting policies for financial instruments have been applied to the line items below: Loans and receivables R’000 Non- financial instruments R’000 Total R’000 Group 2012 Other financial assets 1 250 – 1 250 Trade and other receivables 223 052 2 576 225 628 Cash and cash equivalents 41 319 – 41 319 265 621 2 576 268 197 Group 2011 Other financial assets 19 901 – 19 901 Trade and other receivables 213 012 3 907 216 919 Cash and cash equivalents 53 092 – 53 092 286 005 3 907 289 912 Company 2012 Loans to group companies 506 684 – 506 684 Trade and other receivables 5 537 – 5 537 Cash and cash equivalents 1 335 – 1 335 513 556 – 513 556 Company 2011 Loans to group companies 368 659 – 368 659 Trade and other receivables 994 – 994 Cash and cash equivalents 15 698 – 15 698 385 351 – 385 351
  • 46 Notes to the group and company financial statements (continued) for the year ended 30 June 2012 The group has established a credit policy under which each new customer is analysed individually for creditworthiness before the group’s standard payment and delivery terms and conditions are offered. More than 70% of the group’s customers have been transacting with the group for over four years, and minimal impairment losses have been recognised against these customers. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or legal entity, whether they are a wholesale, retail or end-user customer, geographic location, industry, aging profile, maturity and existence of previous financial difficulties. The group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables.The main components of this allowance are a specific loss component that relates to individually significant exposures.The collective loss allowance is determined based on historical data of payment statistics for similar financial assets. At the reporting date, the group did not consider there to be any significant concentration of credit risk which has not been adequately provided for. The board has delegated the responsibility of managing the credit risk to the managing executives of each subsidiary, who are responsible for: • Establishing the authorisation structure for the approval and renewal of credit facilities; • Reviewing and assessing credit risk; • Monitoring the financial position of customers on an on-going basis; and • Formulating credit policies in relation to the subsidiary’s business and customer base. Financial assets exposed to credit risk at year-end were as follows: Group Company Financial instrument 2012 R’000 2011 R’000 2012 R’000 2011 R’000 Bank – favourable balances 40 784 52 623 1 335 15 698 Other financial assets 1 250 19 901 – – Trade receivables 223 052 213 012 5 537 994 Loans to group companies – – 504 846 368 659 Loans made to group subsidiaries do not expose the group to credit risk as the group manages this risk by setting off future transactions with the group against these balances. The maximum exposure to credit risk does not exceed the amounts mentioned above. Liquidity risk Liquidity risk is the risk that the group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset.The group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the group’s reputation. The group’s risk to liquidity is a result of the funds available to cover future commitments.The group manages liquidity risk through an on-going review of future commitments and credit facilities. 39. Risk management Introduction and overview The group has exposure to the following risks from its use of financial assets and liabilities: • Credit risk • Liquidity risk • Market risks (foreign exchange risk and interest rate risk) • Capital risk management This note presents information about the group’s exposure to each of the above risks, the group’s objectives, policies and processes for measuring and managing risk, and the group’s management of capital. Risk management framework The board has overall responsibility for the establishment and oversight of the group’s risk management framework. The board has established the audit and risk management committee, which is responsible for developing and monitoring the group’s risk management policies.The committee reports regularly to the board of directors on its activities. The group’s risk management policies are established to identify and analyse the risks faced by the group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions, products and services offered.The group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The group audit and risk committee oversees how management monitors compliance with the group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the group.The group audit and risk committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee. There have been no changes to the objectives, policies and processes for managing the risk and methods used to manage the risk from the prior year. Credit risk Credit risk is managed on a group basis. Credit risk relates to the risk of financial loss to the group relating to customers, loans receivables and other financial instruments who fail to meet their contractual obligations.The potential exposure on these financial instruments is inherent in trade receivables, loans, bank and call deposits. Trade and other receivables Trade receivables comprise a widespread customer base. Management evaluates credit risk relating to customers on an on-going basis.The group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the group’s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk. If customers are independently rated, these ratings are used. Otherwise, if there is no independent rating, risk control assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the board.The utilisation of credit limits is regularly monitored. Sales to retail customers are settled in cash or using major credit cards. Credit guarantee insurance is purchased when deemed appropriate.
  • ANNUAL FINANCIAL STATEMENTS 2012 47 Less than one year R’000 Between one and five years R’000 Over five years R’000 Total R’000 COMPANY At 30 June 2012 Loans to group companies 504 846 – – 504 846 Trade and other receivables 5 537 – – 5 537 Cash and cash equivalents 1 335 – – 1 335 Total financial assets 511 718 – – 511 718 Trade and other payables 3 447 – – 3 447 Other financial liabilities 4 240 – – 4 240 Loans from group companies 224 626 – – 224 626 Bank overdraft 50 164 – – 50 164 Total financial liabilities 282 477 – – 282 477 Net liquidity gap 229 241 – – 229 241 At 30 June 2011 Loans to group companies 368 659 – – 368 659 Trade and other receivables 994 – – 994 Cash and cash equivalents 15 698 – – 15 698 Total financial assets 385 351 – – 385 351 Other financial liabilities 3 985 3 985 – 7 970 Trade and other payables 2 643 – – 2 643 Loans from group companies 183 320 – – 183 320 Total financial liabilities 189 948 3 985 – 193 933 Net liquidity gap 195 403 (3 985) – 191 418 Capital risk management The group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. Typically the group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 60 days, including the servicing of financial obligations.This excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. Cash flow forecasts are prepared and adequate utilised borrowing facilities are monitored. The table below analyses the group’s financial liabilities into relevant maturity groupings based on the remaining period at the statements of financial position to the contractual maturity date.The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant. Less than one year R’000 Between one and five years R’000 Over five years R’000 Total R’000 Group At 30 June 2012 Other financial assets – 1 250 – 1 250 Cash and cash equivalents 41 319 – – 41 319 Trade and other receivables 223 052 – – 223 052 Total financial assets 264 371 1 250 – 265 621 Other financial liabilities 15 899 19 485 2 704 38 088 Finance lease obligation 7 698 8 555 – 16 253 Trade and other payables 30 079 – – 30 079 Bank overdraft 70 710 – – 70 710 Total financial liabilities 124 386 28 040 2 704 155 130 Net liquidity gap 139 985 (26 790) (2 704) 110 491 At 30 June 2011 Other financial assets – 19 910 – 19 910 Cash and cash equivalents 53 092 – – 53 092 Trade and other receivables 213 012 – – 213 012 Total financial assets 266 104 19 910 – 286 014 Bank overdraft 523 – – – Other financial liabilities 9 074 22 978 7 338 39 390 Finance lease obligation 5 365 7 337 – 12 702 Trade and other payables 68 978 – – 68 978 Total financial liabilities 83 417 30 315 7 338 121 070 Net liquidity gap 182 687 (10 405) (7 338) 164 944
  • 48 Notes to the group and company financial statements (continued) for the year ended 30 June 2012 constant, post-tax profit for the year would have been R113 050 (2011: R59 763) lower, mainly as a result of higher interest expense on floating rate borrowings. Cash flow interest rate risk Financial instrument Current interest rate % Due in less than a year R’000 Due in one to two years R’000 Due in two to three years R’000 Due in three to four years R’000 Due after five years R’000 Bond over property – floating rate 6,75% 4 635 4 635 4 635 4 635 5 406 Term loan Barclays Bank 1,90% 4 236 The above amounts represent the maximum exposure at reporting date. Foreign exchange risk The group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US Dollar, British Pound,Australian Dollar and the Euro. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. The group does not hedge foreign exchange fluctuations. The group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the group’s foreign operations is managed primarily through borrowings denominated in the relevant foreign currencies. At 30 June 2012, if the Rand had weakened by 10% against the US Dollar, British Pound and Euro with all other variables held constant, post-tax profit for the year would have been R488 748 higher (2011: R147 231 lower), mainly as a result of foreign exchange losses on translation of US Dollar, British Pound and Euro denominated trade and other receivables and trade and other payables. At 30 June 2012, if the Rand had strengthened by 10% against the US Dollar, British Pound and Euro with all other variables held constant, post-tax profit for the year would have been R488 748 lower (2011: R147 231 higher), mainly as a result of foreign exchange losses on translation of US Dollar, British Pound and Euro denominated trade and other receivables and trade and other payables. The capital structure of the group consists of debt, which includes the borrowings disclosed in notes 8, 17, 18, cash and cash equivalents disclosed in note 13, and equity attributable to holders of the parent as disclosed in the statements of financial position. In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Consistent with others in the industry, the group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including ‘current and non-current borrowings’ as shown in the statements of financial position) less cash and cash equivalents.Total capital is calculated as ‘equity’ as shown in the statements of financial position plus net debt. The group’s strategy is to maintain a gearing ratio of between 10% and 50%. From time to time the group purchases its own shares on the market.The timing of these purchases depends on market prices. Primarily the shares are intended to be used for issuing shares under the group’s share option scheme. Buy and sell decisions are made on a specific transaction basis by the board and approved by the shareholders at the AGM.The group does not have a defined share buy-back plan. There have been no changes to what the group manages as capital, the strategy for capital maintenance or externally imposed capital requirements from the previous year. The gearing ratio at 2012 and 2011, respectively, was as follows: Group Company 2012 % 2011 % 2012 % 2011 % Gearing ratio 18 13 51 41 The gearing ratio has increased owing to additional facilities obtained during the current year. Refer to note 13 and 17 for additional information. Interest rate risk The group’s cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate owing to changes in the market interest rates.The fair value interest rate risk is the risk that the value of the financial instrument will fluctuate because of changes in the market interest rates.The group assumes exposure to the effects of fluctuations in the prevailing levels of market interest rates on both the fair value and cash flow risks. The group’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the group to cash flow interest rate risk. Borrowings issued at fixed rates expose the group to fair value interest rate risk. Group policy is to maintain all of its borrowings in variable rate instruments. During 2012 and 2011, the group’s borrowings at variable rate were denominated in the Rand and the Euro. The group analyses its interest rate exposure on a dynamic basis.The group is not highly geared and does not hedge against fluctuations in interest rates. At 30 June 2012, if interest rates on Rand-denominated borrowings had been 0% higher with all other variables held constant, post-tax profit for the year would have been R234 950 (2011: R274 015) lower, mainly as a result of higher interest expense on floating rate borrowings. At 30 June 2012, if interest rates on Euro-denominated borrowings had been 1% higher with all other variables held
  • ANNUAL FINANCIAL STATEMENTS 2012 49 40. Earnings and dividends per share 2012 R’000 2011 R’000 Profit for the year 30 010 54 420 Less: Non-controlling interest (1 888) (4 966) Basic and diluted earnings 28 122 49 454 Reconciliation of headline earnings: Basic and diluted earnings 28 122 49 454 Adjusted for: (Profit)/loss on sale of property, plant and equipment 129 (749) Impairment of intangible assets 139 Impairment loss on re-measurement of assets and liabilities held for sale 100 – Bargain purchase on acquisition of Dedical (Pty) Ltd (567) – 27 784 48 844 Tax effect of adjustments (36) 210 Non-controlling interest in adjustments 228 – Basic and diluted headline earnings 27 976 49 054 Reconciliation of weighted number of shares in issue* Weighted number of shares in issue (’000) 220 756 220 756 Weighted number of shares in issue to be used in the calculation of basic and diluted earnings per share (’000) 220 756 220 756 Indicators (cents) Basic earnings per share 12,74 22,40 Diluted earnings per share 12,74 22,40 Basic headline earnings per share 12,67 22,22 Diluted headline earnings per share 12,67 22,22 Dividend per share 6,22 5,99 * The share options per the share-based payment scheme do not have a dilutive effect as the options are out of the money. Basic earnings and headline earnings per share are calculated by dividing the relevant earnings amount by the weighted average number of shares in issue. Diluted earnings and diluted headline earnings per share are calculated by dividing the relevant earnings by the weighted average number of shares in issue after taking the dilutive impact of potential ordinary shares to be issued into account. Dividends per share calculations are based on a declared dividends during the year of R15 426 000 (2011: R14 846 000) and shares of 247 669 772 (2011: 247 669 772). Foreign currency exposure at the end of the reporting period EUR GBP USD AUD 30 June 2012 Trade and other receivables 3 371 768 726 1 226 Cash and cash equivalents 1 200 513 – 593 Other financial liabilities (405) – – (446) Trade and other payables (3 324) (1 857) (177) (918) 842 (576) 549 455 30 June 2011 Trade and other receivables 3 513 7 802 1 785 – Cash and cash equivalents 1 514 26 109 – Other financial liabilities (810) – – – Trade and other payables (1 156) (2 097) 332 – 3 061 5 731 2 226 – Exchange rates used for conversion of foreign items were: 2012 2011 USD – spot rate at year-end 8,28 6,84 GBP – spot rate at year-end 12,93 10,95 EUR – spot rate at year-end 10,46 9,83 AUD – spot rate at year-end 8,41 – MYR – spot rate at year-end 2,59 2,25 USD – average rate for the year 7,77 7,01 GBP – average rate for the year 12,31 11,14 EUR – average rate for the year 10,40 9,55 AUD – average rate for the year 8,01 – MYR – average rate for the year 2,52 2,27 There have been no changes in the way the group manages its exposure to foreign currency risk.
  • 50 Group segmental analysis for the year ended 30 June 2012 SA distribution R’000 Foreign distribution R’000 Product develop- ment and manufac- turing R’000 Group services R’000 Eliminated R’000 Consoli- dated R’000 30 June 2012 Revenue 579 426 281 480 194 434 27 957 (238 918) 844 379   External revenue 539 627 250 018 44 915 9 819 – 844 379   Internal revenue 39 799 31 462 149 519 18 138 (238 918) – Other operating income 504 2 761 4 034 19 025 (17 856) 8 468 Operating income 579 930 284 241 198 468 46 982 (256 774) 852 847 Operating expenses (478 070) (289 435) (188 459) (54 940) 256 744 (754 160)   External operating expenses (324 727) (186 034) (188 459) (54 940) – (754 160)   Internal operating expenses (153 343) (103 401) – – 256 744 – Profit/(loss) exchange differences – 425 10 536 (2 745) – 8 216 (Loss)/profit disposal of assets (357) 37 – 191 – (129) Depreciation and amortisation (41 065) (10 662) (5 347) (4 060) – (61 134) Impairment loss on re‑measurement of assets and liabilities held for sale (100) – – – – (100) Operating profit/(loss) 60 338 (15 394) 15 198 (14 572) – 45 570 Investment revenue – 100 – 12 706 (12 706) 100 Finance costs (10 452) (442) – (4 499) 9 360 (6 033) Income from equity-accounted investments – – – 2 259 – 2 259 Segment result: Profit/(loss) before tax 49 886 (15 736) 15 198 (4 106) (3 346) 41 896 Taxation – – – – – (11 886) Profit for the year 30 010 Other disclosures: Total segment assets 285 513 150 832 110 375 452 348 (63 807) 935 261   Segment assets 278 403 150 832 110 375 452 348 (63 807) 928 151   Investment in associates 7 110 – – – – 7 110 Segment liabilities (152 106) (79 127) (24 905) (113 466) 63 807 (305 797) Capital expenditure 79 876 11 615 1 515 – – 93 006 Segment information is presented only at group level, where it is most meaningful. Operating segments are identified on the basis of internal reports about components of the group that are regularly reviewed by the chief operating decision- maker in order to allocate resources to the segment and to assess its performance. The group has identified its operating segments based on its business by service or product and aggregated them into the following reporting segments: • South African Distribution – This operating segment focuses on distribution of manufactured fleet management and vehicle tracking solutions within the South African consumer market; • Foreign Distribution – This operating segment focuses on distribution of manufactured fleet management and vehicle tracking solutions all around the world; • Product Development and Manufacturing – This operating segment focuses on investing in research, manufacturing and development of vehicle tracking and fleet management solutions for distribution; and • Group Management – This operating segment renders management services to the group. The group is not reliant on any one major customer as the group’s products are consumed by the general public in various countries. Geographical information The group operates in three main geographical areas: 1. South Africa – The group derives revenues from product manufacturing and developing and distribution of fleet management and vehicle tracking solutions within the South African Market; 2. United Kingdom and Europe – The group’s activities comprise distribution of fleet management and vehicle tracking solutions to the UK and European markets; and 3. Australia – Owing to the acquisition of Ctrack (Pty) Ltd, the group has expanded into the Australian market which has resulted in an additional segment.The group’s activities comprise distribution of fleet management and vehicle tracking solutions in this market.
  • ANNUAL FINANCIAL STATEMENTS 2012 51 Geographical Information South Africa Europe and UK Australia Eliminations Consolidated 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 R’000 Revenue 801 817 749 663 222 871 198 040 58 609 – (238 918) (235 455) 844 379 712 248   External revenue 594 361 514 208 191 409 198 040 58 609 – – – 844 379 712 248   Internal revenue 207 456 235 455 31 462 – – – (238 918) (235 455) – – Segment operating profit/(loss) 60 964 80 907 (20 929) 3 008 5 535 – – – 45 570 83 915 Segment assets 848 236 696 323 141 653 135 771 9 179 – (63 807) (49 157) 935 261 782 937 Segment liabilities (290 477) (166 796) (65 221) (33 994) (13 906) – 63 807 49 157 (305 797) (151 633) Capital expenditure 81 391 66 336 11 160 1 040 455 – – – 93 006 67 376 SA distribution R’000 Foreign distribution R’000 Product develop- ment and manufac- turing R’000 Group services R’000 Eliminated R’000 Consoli- dated R’000 30 June 2011 Revenue 523 397 198 040 206 157 20 109 (235 455) 712 248   External revenue 480 049 198 040 26 770 7 389 – 712 248   Internal revenue 43 348 – 179 387 12 720 (235 455) – Other operating income 15 924 – 2 484 – (15 350) 3 058 Operating income 539 321 198 040 208 641 20 109 (250 805) 715 306 Operating expenses (449 837) (186 693) (185 371) (11 789) 250 805 (582 885)   External operating expenses (368 404) (146 447) (56 245) (11 789) – (582 885)   Internal operating expenses (81 433) (40 246) (129 126) – 250 805 – (Loss)/profit exchange differences – (313) (2 659) 516 – (2 456) Profit on disposal of assets 749 – – – – 749 Depreciation and amortisation (31 421) (8 026) (5 812) (1 402) – (46 661) Impairment of intangible assets – – (138) – – (138) Operating profit 58 812 3 008 14 661 7 434 – 83 915 Investment revenue 9 117 85 – (9 117) 85 Finance costs (10 043) (236) – (5 121) 9 117 (6 283) Income from equity-accounted investments – – – 436 – 436 Segment result: Profit before tax 57 886 2 857 14 661 2 749 – 78 153 Taxation – – – – – (23 733) Profit for the year – – – – – 54 420 Other disclosures: Total segment assets 287 701 135 771 161 814 246 808 (49 157) 782 937   Segment assets 283 419 135 348 161 814 246 808 (49 157) 778 232   Investment in associates 4 282 423 – – – 4 705 Segment liabilities (50 845) (33 994) (25 864) (90 087) 49 157 (151 633) Capital expenditure 64 807 1 040 1 382 147 – 67 376
  • Head Office: DigiCore Building, Regency Office Park, 9 Regency Drive, Route 21 Corporate Park Irene Ext 30, Centurion, South Africa Tel: +27 12 450 2222  Fax: +27 12 450 2497 www.digicore.com      www.ctrack.com