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Cartrack Holdings Limited (Registration number 2005/036316/06)

Reviewed Interim Condensed Consolidated Financial Statements for the 6 months ended 31 August 2015

Grant Thornton Chartered Accountants (S.A.)

Registered Auditors These reviewed interim condensed consolidated financial statements have been independently reviewed in compliance with

the applicable requirements of the Companies Act, 71 of 2008. Issued 16 November 2015

Cartrack Holdings Limited (Registration number 2005/036316/06) Reviewed Interim Condensed Consolidated Financial Statements for the 6 months ended 31 August 2015

General Information

Country of incorporation and domicile

Nature of business and principal activities

Directors

Registered office

Business address

Postal address

Holding company

Bankers

Reviewer

Secretary

Company registration number

South Africa

A holding company with the principle activities of the design and development of telematics equipment and software and the prov1sion of fleet management and mobile asset solutions and vehicle recovery services

I.J. Calista (Executive)

J.R. Edmeston (Executive)

D.J. Brown (Non - Executive)

A.T. lkalafeng (Non- Executive)

K. White (Non- Executive)

Cartrack Corner

Corner Jan Smuts & 7th Avenue

Rosebank, Johannesburg

South Africa

2196

Cartrack Corner

Corner Jan Smuts & 7th Avenue

Rosebank, Johannesburg

South Africa

2196

P.O. Box 4709

Rivonia

2128

Onecell Holdings (Pty) Ltd

incorporated in South Africa

First National Bank - a division of FirstRand Bank Limited Standard Bank Limited, Nedbank Limited, Mercantile Bank Limited

Grant Thornton

Chartered Accountants (S.A.)

Registered Auditors

A South African member firm of Grant Thornton International

A. De Villiers

2005/036316/06


Index

The reports and statements set out below comprise the reviewed interim condensed consolidated financia l statements presented to the shareholders:

Index

Directors' Responsibilities and Approval

Independent Reviewer's Report

Reviewed Consolidated Interim Statement of Financial Position

Reviewed Consolidated Interim Statement of Profit or loss and Other Comprehensive Income

Reviewed Consolidated Interim Statement of Changes in Equity

Reviewed Consolidated Interim Statement of Cash Flows

Accounting Policies

Notes to the Reviewed Interim Condensed Consolidated Financial Statements

Level of assurance

Page

3

4

5

6

7

8

9

10-25

These reviewed interim condensed consolidated financial statements have been independently reviewed in compliance with the applicable requirements of the Companies Act, 71 of 2008.

Preparer

F. Hassim CA (SA) Group Reporting Accountant

Published

16 November 2015

2


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 reviewed interim condensed consolidated financial statements and related financial information included in this report. It is their responsibility to ensure that the reviewed interim condensed consolidated financial statements fairly present the slate of affairs of the group as at the end of the financial 6 months and the results of its operations and cash flows for the 6 months then ended , in conformity with lAS 34 Interim Financial Reporting .

The reviewed interim condensed consolidated financial statements are prepared in accordance with lAS 34 Interim Financial Reporting and are based upon appropriate accounting policies consistently applied and supported by reasonable and prudent judgements and estimates.

The directors acknowledge that they are ultimately responsible for the system of internal financial control established by the group and place considerable importance 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 reviewed interim condensed consolidated 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 6 months to 28 February 2016 and , in light of this review and the current financial position, they are satisfied that the group has or had access to adequate resources to continue in operational existence for the foreseeable future.

The independent reviewer is responsible for independently reviewing and reporting on the group's reviewed interim condensed consolidated financial statements. The reviewed interim condensed consolidated financial statements have been examined by the group's independent reviewer and their report is presented on page 4. ..--

The reviewed interim condensed consolidated financial statements set o going concern basis, were approved by the board on 16 November 201

on pages 5 to 25, which have been prepared on the were signed on their behalf by:

I.J . Calisto (Executive} J.R. Edmeston (Executive}

Rosebank

16 November 2015

3

Grant Thornton

Independent Reviewer's Report To the shareholders of

Cartrack Holdings Limited

Report on the interim condensed consolidated financial statements for the period ended 31 August 2015 We have reviewed the interim condensed consolidated financial statements of Cartrack Holdings Limited set out on pages 5 to 25, which comprise the statement of financial position as at 31 August 2015, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the period then ended, and the notes, comprising a summary of significant accounting policies and other explanatory information.

Directors ' responsibility for the condensed consolidated financial statements The company's directors are responsible for the preparation of these condensed consolidated financial statements in accordance with the basis of accounting described in note 1 and the requirements of the Companies Act of South Africa, and for such internal control as the directors detennine is necessary to enable the preparation of the condensed consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements 2410, Review of Interim Financial information Performed by the Independent Auditor. A Review of Interim financial information consists primarily of making inquiries of management and others within the entity involved in financial and accounting matters, applying analytical and other review procedures.

The procedures performed in a review engagement are substantially less that those performed in an audit conducted in accordance with International Standards on Auditing. Accordingly, we do not express an audit opinion on these interim condensed financial statements.

Conclusion Based on our review, nothing has come to our attention that causes us to believe that the interim condensed financial statements of Cartrack Holdings Limited are not prepared in all material respects in accordance with the basis described in note 1 to the interim condensed financial statements and the requirements of the Companies Act of South Africa.

GRANT THORNTON JOHANNESBURG PARTNERSHIP Chartered Accountants (SA) Registered Auditors

MZ Sadek Partner Chartered Accountant (SA) Registered Auditor

16 November 2015

@Grant Thornton Wanderers Office Park 52 Corlett Drive lllovo, 2196

Audit · Tu · Advloory

4


Reviewed Consolidated Interim Statement of Financial Position as at 31 August 2015

Reviewed Audited Restated 31 August 28 February 31 August

Figures in Rand thousand Note(s) 2015 2015 2014

Assets

Non-Current Assets Property, plant and equipment 3 176,869 150,530 126,844

Goodwill 4 146,085 144,269 142,162 Deferred tax 11 ,728 8,910 6,330

334,682 303,709 275,336

Current Assets Inventories 91 ,932 62,532 52,106 Loans to related parties 8 5,346 5,263 2,810 Trade and other receivables 79,843 68,177 49,077 Current tax receivable 4,847 449 1,110 Cash and cash equivalents 67,044 110,047 57,279

249,012 246,468 162,382

Total Assets 583,694 550,177 437,718

Equity and Liabilities

Equity

Equity Attributable to Equity Holders of Parent Share capital 42,488 42,488 42,488 Reserves 37,451 32,317 22,481 Retained income 319,152 300,415 200,421

399,091 375,220 265,390 Non-controlling interest 31 ,255 24,082 32,367

430,346 399,302 297,757

Liabilities

Non-Current Liabilities Finance lease obligation 6,392 5,618 4,043 Deferred tax 908 236 55

7,300 5,854 4,098

Current Liabilities Trade and other payables 106,543 101 ,133 80,669 Loans from related parties 8 1 '113 1,235 1,587 Finance lease obligation 5,988 6,218 5,667 Current tax payable 31,853 36,321 38,254 Dividend payable 9,619 Bank overdraft 551 114 67

146,048 145,021 135,863

Total Liabilities 153,348 150,875 139,961

Total Equity and Liabilities 583,694 550,177 437,718

5


Reviewed Consolidated Interim Statement of Profit or loss and Other Comprehensive Income

Reviewed Audited Restated 6 months 12 months 6 months

ended ended ended 31 August 28 February 31 August


Revenue 5 469,728 843,701 397 ,647 Cost of sales (83,888) (185,536) (72,492)

Gross profit 385,840 658,165 325,155 Other income 5,942 6,852 3,737 Operating expenses (230,211) (366,539) (184,205)

Operating profit 161,571 298,478 144,687

Foreign exchange gains 2,328 433 10 Investment revenue 4,638 4,533 681 Finance costs (3,963) (924) (516)

Profit before taxation 164,574 302,520 144,862 Taxation 6 (46,757) (88,442) (40,714)

Profit for the period 117,817 214,078 104,148

Other comprehensive income:

Items that may be reclassified to profit or loss: Exchange differences on translating foreign operations 3,913 (7,292) 3,637

Other comprehensive income for the period net of taxation 3,913 (7,292) 3,637

Total comprehensive income for the period 121 ,730 206,786 107,785

Profit attributable to: Owners of the parent 108,737 195,244 96,935 Non-controlling interest 9,080 18,834 7,213

117,817 214,078 104,148

Total comprehensive income attributable to: Owners of the parent 113,871 190,490 97,998 Non-controlling interest 7,859 16,296 9,787

121 ,730 206,786 107,785

Earnings per share

Per share information Basic earnings per share (c) 9 0.36 0.65 0.32 Headline earnings per share (c) 10 0.37 0.65 0.32

6


Reviewed Consolidated Interim Statement of Changes in Equity Share capital Share premium Total share Foreign Retained Total Non-controlling Total equity

capita l currency income attributable to interest translation equity holders

reserve of the group I Figures in Rand thousand company

Opening balance as previously reported - 42,488 42,488 22,481 155,523 220,492 32,367 252,859 Change in accounting policy - - - - 44,898 44,898 - 44,898

Balance at 01 September 2014 - 42,488 42,488 22,481 200,421 265,390 32,367 297,757

Profit 1 September 2014 to 28 February 2015 - - - - 99,994 99,994 11,450 111 ,444 Other comprehensive income 1 September 2014 to 28 - - - (6,181) - (6, 181) (4, 748) (1 0 ,929) February 2015

Total comprehensive income for the period - - - (6,181 ) 99,994 93,813 6,702 100,515

Foreign currency translation movements within equity - - - 16,017 - 16,017 (1 6,017) Acquisition of subsidiaries with NCI portion - - - - - 1,837 1,837 Share Issue* 42,488 (42,488) Buyback and cancellation of shares (510,000) - (510,000) - - (510,000) - (510,000) Issue of new shares 510,000 - 510,000 - - 510,000 - 510,000 Dividends - - - - - - (807) (807)

Total contributions by and d istributions to owners of 42,488 (42,488) - 16,017 - 16,017 (1 4,987) 1,030 company recognised directly in equity

Balance at 01 March 2015 42,488 - 42,488 32,317 300,415 375,220 24,082 399,302

Profit 1 March 2015 to 31 August 2015 - - - - 108,737 108,737 9,080 117,817 Other comprehensive income 1 March 2015 to 31 August - - - 5,134 - 5,134 (1 ,221) 3,913 2015

Total comprehensive income for the period - - - 5,134 108,737 113,871 7,859 121,730

Dividends - - - - (90,000) (90,000) (686) (90,686)

Total contributions by and distributions to owners of - - - - (90,000) (90,000) (686) (90,686) company recognised directly in equity

Balance at 31 August 2015 42,488 - 42,488 37,451 319,1 52 399,091 31,255 430,346

• R300 not displaying due to rounding.

7


Reviewed Consolidated Interim Statement of Cash Flows Reviewed Audited Restated 6 months 12 months 6 months

ended ended ended 31 August 28 February 31 August


Cash flows f rom operating activities

Cash generated from operations 7 171,929 343,832 163,165 Interest income 4,638 4,533 681 Finance costs (3,288) (360) (267) Tax paid (57,949) (81 ,491 ) (31 ,595)

Net cash from operating activities 115,330 266,514 131,984

Cash flows from investing activities

Purchase of property, plant and equipment (71 ,162) (119,698) (59,356) Sale of property, plant and equipment 507 4,651 1,843 Acquisition of subsidiaries. net of cash acquired (15) (53,428) (39,119)

Net cash from investing activities (70,670) (168,475) (96,632)

Cash flows from financing activities

Proceeds on share issue .. Increase/ (decrease) in loans from related parties (122) 498 856 (Increase)/ decrease in loans to related parties (83) 29,778 32,223 Finance lease (payments)/ receipts 1,217 3,576 1,888 Dividends paid (90,686) (58,832) (48,405) Acquisitions resu lting in increase in control of subsidiaries (5,000) (5,000) Buyback of company's own shares* (510,000) Proceeds of share issue* 510,000

Net cash from financing activities (89,674) (29,980) (18,438)

Total cash movement for the period (45,014) 68,059 16,914 Cash at the beginning of the period 109,933 41 ,656 41 ,656 Effect of exchange rate movement on cash balances 1,574 218 (1,358)

Total cash at end of the period 66,493 109,933 57,212

*This is additional disclosure not disclosed at year end, however the impact is nil .The amounts relate to the proceeds from the private placement used to settle the purchase price, in terms of the buyback agreement.

**R300 not displaying due to rounding.

8


Accounting Policies

1. Presentation of reviewed interim condensed consolidated financial statements

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

This is the first interim report being prepared and the effect of the change in accounting policy,made in the year ended 28 February 2015, is reflected in note 2 for the comparative period ended 31 August 2014.

9



2. Changes in accounting policy

The reviewed interim condensed consolidated financial statements have been prepared in accordance with lAS 34 Interim Financial Reporting on a basis consistent with the annual financial statements for the year ended 28 February 2015.

For the year ended 28 February 2015, the group changed its accounting policy with respect to the treatment of capital rental units. The capital rental units meet the definition of property, plant and equipment in terms of lAS 16, and thus have been reclassified to property, plant and equipment as capital rental units. These were previously accounted for as a prepayment asset. Acquisition costs which are directly related to vehicle tracking contracts are now being capitalised to the capital rental units and depreciated over the period of the contracts. The typical duration of a rental contract is 36 months. These costs were previously expensed when incurred. This policy was adopted as management believes the policy will more closely match acquisition costs to revenue generation.

The aggregate effect of the changes in accounting policy on the interim condensed consolidated financial statements for the 6 months ended August 2014 was as follows:

Consolidated Statement of Financial Position

Property, plant and equipment Previously stated Adjustment

Net Deferred tax (liability)/asset Previously stated Adjustment

Retained earnings Previously stated Adjustment

Net Income tax asset (liability) Previously stated Adjustment

Trade and other receivables* Prepayment previously stated Adjustment

Subtotal Reclassification (Note 14) Trade debtors previously stated

10

Restated 31 August

2014 R'OOO

36,780 90,064

126,844

(3,616) 9,891

6,275

(155,523) (44,898)

(200,421 )

(14,876) (22,268)

(37,144)

43,642 (32,789)

10,853 (9,507) 47,731

49,077


Figures in Rand thousand

2. Changes in accounting policy (continued)

Profit or Loss

Cost of sales* Previously stated Adjustment

Subtotal Reclassification (Note 14)

Operating expenses* Previously stated Adjustment

Subtotal Reclassification (Note 14)

Tax Previously stated Adjustment

Earnings per share (cents) Previously stated Adjustment

• To be read in conjunction with Note 14.

11

Restated 31 August

2014

73,778 (5,251)

68,527 3,965

72,492

199,880 (11 ,710)

188,170 (3,965)

184,205

35,964 4,750

40,71 4

0.28 0.04

0.32


Notes to the Reviewed Interim Condensed Consolidated Financial Statements Figures in Rand thousand

3. Property, plant and equipment

Reviewed Audited 31 August 2015 28 February 2015

Cost Accumulated Carrying value Cost Accumulated Carrying value depreciation depreciation

Buildings 4,878 (458) 4,420 4,961 (212) 4,749 Plant and equipment 1,988 (1,131) 857 1,391 (1.004) 387 Furniture and fixtures 7,959 (3,405) 4,554 5,059 (1,751) 3,308 Motor vehicles 44,323 (23,845) 20,478 40,866 (20,988) 19,878 Office equipment 3,291 (2,772) 519 3,294 (1 ,907) 1,387 IT equipment 15,197 (10,649) 4,548 14,220 (9,206) 5,014 Computer software 1,023 (566) 457 814 (406) 408 Leasehold improvements 4,642 (4,637) 5 722 (666) 56 Capital rental units 235,121 (94,214) 140,907 174,570 (59,403) 115,167 Security equipment 464 (340) 124 459 (283) 176

Total 318,886 (142,017) 176,869 246,356 (95,826) 150,530

12

Restated 31 August 201 4

Cost Accumulated Carrying value depreciati on

4,624 (128) 4,496 3,991 (3,877) 114 4,831 (1 ,936) 2,895

37 ,484 (19,134) 18,350 7,626 (5,248) 2,378

12,775 (8,945) 3,830 755 (304) 451 722 (605) 117

132,191 (38,037) 94,154 306 (247) 59

205,305 (78,461 ) 126,844



Reconciliation of property, plant and equipment- 31 August 2015

Opening Additions Additions Disposals balance through

business combinations

Buildings 4,749 - - -Plant and equipment 388 382 75 -Furniture and fixtures 3,307 446 153 -Motor vehicles 19,879 3,760 - (225) Office equipment 1,387 129 - -IT equipment 5,014 1,456 10 (16) Computer software 409 130 30 -Leasehold improvements 57 - -Capital rental units 115,164 64,848 - -Security equipment 176 11 - -

150,530 71 ,162 268 (241)

13

Translation Depreciation Total adjustments

(283) (46) 4,420 65 (53) 857

1,094 (446) 4,554 (53) (2,883) 20,478

(846) (151) 519 (276) (1,640) 4,548

6 (118) 457 - (52) 5

1,831 (40,936) 140,907 - (63) 124

1,538 (46,388) 176,869



Reconciliation of property, plant and equipment- 28 February 2015

Opening Additions Additions Disposals Transfers and Translation balance through reclassifications adjustments

business combinations

Buildings 5,044 - - - - (105) Plant and equipment 156 64 8 - 125 87 Furniture and fixtures 2,125 1,820 518 (223) - (175) Motor vehicles 15,996 9,676 426 (2,310) - 1,822 Office equipment 2,114 1,766 47 (1,251) - (591) IT equipment 2,406 2,857 1,665 (130) - 843 Computer software 291 145 201 - - (28) Leasehold improvements 181 - - (125) -Capital rental units 73,181 100,354 - - 2,926 -Security equipment 69 153 - - - -Other fixed assets 2,926 - - - (2,926)

104,489 116,835 2,865 (3,914) - 1,853

14

Depreciation Total

(190) 4,749 (53) 387

(757) 3,308 (5,732) 19,878

(698) 1,387 (2,627) 5,014

(201) 408 - 56

(61 ,294) 115,167 (46) 176

(71,598) 150,530

Cartrack Holdings Limited (Registration number 20051036316106) Reviewed Interim Condensed Consolidated Financial Statements for the 6 months ended 31 August 2015


Reconciliation of property, plant and equipment- 31 August 2014

Opening Additions Disposals Transfers and balance reclassifications

Buildings Plant and equipment Furniture and fixtures Motor vehicles Office equipment IT equipment Computer software Leasehold improvements Capital rental units Security equipment Other fixed assets

Assets subject to finance lease (net carrying amount)

The carrying value of assets subject to finance lease agreement are as follows:


Motor vehicles

5,044 135

2,125 15,996 2,114 2,427

290 182

73,181 69

2,926

104,489

Reviewed 31 August

2015

157 1

1,376 5,519

622 2,695

228 -

46,174 -

2,584

59,356

Audited 28 February

2015

16,571 11 ,968

(559) -

(222) (309)

(12) (315)

-----

(1 ,417)

Restated 31 August

2014

7 ,346

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.

15

--------

4,048 -

(4,048)

-

Foreign Depreciation Total exchange

movements (95) (51) 4,496

(2) (20) 114 (12) (372) 2,895

(9) (2,847) 18,350 60 (406) 2,378 (9) (968) 3,830

(67) 451 (65) 117

(29,249) 94,154 (10) 59

(168) (1 ,294)

(235) (35,349) 126,844



4. Goodwill

South Africa Africa - Europe Asia & Other Middle

East Balance 1 March 2014 1,499 95,100 2,834 Additions 382 37,400 471 Translation adjustments 4,966 (867) 377

31 August 2014 1,499 100,448 36,533 3,682 Addition 7,641 Translation adjustments (1 '1 92) (2,524) (1 ,818)

28 February 2015 1,499 99,256 41 ,650 1,864 Addition 157 Translation adjustments (4,322) 5,783 198

31 August 2015 1,656 94,934 47,433 2,062

Refer to note 12 for new acquisitions.

16

Total

99,433 38,253 4,476

142,162 7,641

(5,534)

144,269 157

1,659

146,085



5. Revenue

Sale of hardware Subscription revenue Sundry sales

6. Taxation

Major components of the tax expense

Current Local income tax - current period

Deferred Deferred tax

Reconciliation of the tax expense

Reconciliation between accounting profit and tax expense.

Accounting profit

Tax at the applicable tax rate of 28% (2015: 28%)

Tax effect of adjustments on taxable income Unrecognised deferred asset on tax losses Foreign tax differential Non-taxable income Non-deductible expenses

Reviewed 31 August

2015

69,313 394,177

6,238

469,728

49,083

(2,326)

46,757

164,574

46,081

1 ' 103 (2,579) 2,152

46,757

Audited 28 February

2015

130,685 711,173

1,843

843,701

90,573

(2,131)

88,442

302,520

84,706

3,160 2,357

(3,223) 1,442

88,442

Restated 31 August

2014

61,593 335,185

869

397,647

41 ,943

(1 ,229)

40,714

144,862

40,562

(1 ,737) 1,889

40,714

The income tax rate for the subsidiaries in South Africa is 28% and the foreign owned subsidiaries are taxed at the tax rate applicable in thei r countries.

7. Cash generated from operations

Profit before taxation 164,574 302,520 144,862 Adjustments for: Depreciation 46,388 71,598 35,349 ProfiU (Loss) on disposal of property, plant and equipment (266) (738) (426) ProfiU (Loss) on foreign exchange (2,328) (433) (10) Interest received - investment (4,638) (4,533) (681) Finance costs 3,963 924 516 Changes in working capital: Increase in inventories (29,400) (29,792) (19,366) Increase in trade and other receivables (1 1,666) (23,097) (3,997) Increase in trade and other payables 5,302 27,383 6,918

171,929 343,832 163,165

17



8. Related parties

Relationships Ultimate holding company Holding company Related Parties

Subsidiary companies

Related by virtue of control

Members of key management

18

Madeira Calisto Family Holdings (Pty) Ltd Onecell Holdings (Pty) Ltd

Onecell Community Phones (Pty) Ltd Onecell Community Services (Pty) Ltd Onecell Data Solutions (Pty) Ltd Onecell Namibia (Pty) Ltd Purple Rain Properties No. 444 (Pty) Ltd Onecell (Pty) Ltd Cartrack Education Fund (NPO) A.H.Nyimbo (shareholder) J.Marais (shareholder) P.Lim (shareholder) S.M.Machel Jr. (shareholder)

Cartrack (Pty) Ltd Retriever Ltd Cartrack Tanzania Ltd Retriever Rwanda Ltd Cartrack Engineering Technologies Ltd Cartrack Namibia (Pty) Ltd Cartrack Technologies (Pty) Ltd Cartrack Technologies Asia Pte. Ltd Cartrack Management Services (Pty) Ltd Cartrack Manufacturing (Pty) Ltd Cartrack North East (Pty) Ltd Cartrack Limitada Cartrack Polska.SP.ZO.O. Cartrack Fleet Management (Pty) Ltd Labohlano (Pty) Ltd Plexique (Pty) Ltd Combined Telematics Services (Pty) Ltd Cartrack Investments UK Ltd Cartrack Malaysia SON. BHD. Cartrack Technologies PHL. INC Cartrack Technologies South East Asia Pte. Ltd Cartrack Technologies (China) Ltd Cartrack Europe SGPS, S.A Cartrack Capital SGPS, S.A Cartrack Espana, S.L. Cartrack - Sistema de Controlo e ldentificacao de Veiculos, S.A PT. Cartrack Technologies Indonesia Cartrack Technologies (Thailand) Company Ltd Cartrack Technologies LLC

Pro-Fit Fitment Centre (Pty) Ltd

I.J. Calista J.R. Edmeston J. Marais C. Sanderson R.Schubert



8. Related parties (continued)

Related party balances

Loan accounts -Owing (to) by related parties A.H.Nyimbo Cartrack Education Fund J.Marais Onecell Community Services (Pty) Ltd Onecell Holdings (Pty) Ltd Onecell Manufacturing (Pty) Ltd * P.Lim Pro-Fit Fitment Centre (Pty) Ltd S.M.Machel Jr.

Current Assets Current Liabilities

Amounts included in Trade receivable (Trade Payable) regarding related parties Onecell Holdings (Pty) Ltd Onecell (Pty) Ltd Onecell Manufacturing (Pty) Ltd* Onecell Data Solutions (Pty) Ltd Bonito Recruitment Services (Pty) Ltd** Pro-Fit Fitment Centre (Pty) Ltd Onecell Holdings (Pty) Ltd Pro-Fit Fitment Centre (Pty) Ltd Onecell (Pty) Ltd Onecell Manufacturing (Pty) Ltd* Onecell Community Phones (Pty) Ltd Onecell Data Solutions (Pty) Ltd Bonito Recruitment Services (Pty) ltd** Onecell Community Services (Pty) Ltd Purple Rain Properties No. 444 (Pty) Ltd

Related party transactions

Sales to related parties Onecell Holdings (Pty) Ltd Cartrack Technologies (Pty) Ltd Onecell (Pty) Ltd Onecell Manufacturing (Pty) Ltd* Onecell Data Solutions (Pty) Ltd Pro-Fit Fitment Centre (Pty) Ltd Purple Rain Properties No. 444 (Pty) Ltd

Purchases from related parties Onecell Holdings (Pty) Ltd Cartrack Technologies (Pty) Ltd Onecell (Pty) Ltd

19

Reviewed Audited 31 August 28 February

2015 2015

(1 '113) 1,657

2,066

1,623

4,233

5,346 (1,113)

4,233

2,600

1 '101 (1,556)

(296) (32)

(187) (137)

1,493

(17)

(9,549)

(1,138)

606

170

(960) 1,573

2,066 (29)

(245) 1,623

4,028

5,263 (1 ,235)

4,028

852 1,692

386

(4,731)

(35) (14, 179)

(389) (263)

(3)

(16,670)

(350) (4,373)

(10,081 ) (7,325)

(461 )

6,702 4,373

467

Restated 31 August

2014

(889) 74 52

2,066

2 (698) 476 140

1,223

2,810 (1 ,587)

1,223

35 764 673 48

2

(422)

(2) (6,862)

(274)

(6,038)

(82)

(3,433) (3,493)

(121) (1 81 ) (288)

324

181

Cartrack Holdings Limited (Registration number 2005/036316/06) Reviewed Interim Condensed Consolidated F1nanc1al Statements for the 6 months ended 31 August 2015


8. Related parties (continued) Onecell Manufacturing (Pty) Ltd* Onecell Community Phones (Pty) Ltd Bonito Recruitment Services (Pty) Ltd** Onecell Data Solutions (Pty) Ltd Onecell Community Services (Pty) Ltd Pro-Fit Fitment Centre (Pty) Ltd

Rent paid to (received from) related parties Purple Rain Properties No. 444 (Pty) Ltd

Administration fees paid to (received from) related parties Onecell Holdings (Pty) Ltd

Reviewed 31 August

2015

872 1,473

2,130

Audited 28 February

2015

109,219

26 231

1,372 1,617

3,819

1,890

Restated 31 August

2014

45,825 606

23

1,317

1,890

* Cartrack Manufacturing (Pty) Ltd (previously Onecell Manufacturing {Pty) Ltd) was acquired by the group on 1 March 2015.

•• Cartrack Management Services {Pty) Ltd (previously Bonito Recruitment Services (Pty) Ltd) was acquired by the group on 1 March 2015.

20


Notes to the Reviewed Interim Condensed Consolidated Financial Statements Figures in Rand thousand Reviewed Audited

31 August 28 February 2015 2015

9. Basic earnings per share

Continuing earnings per share (cents) 0 .36 0.65

Restated 31 August

2014

0.32

The calculation of basic earnings per ordinary share is based on the profits attributable to equity holders of the parent and a weighted average number of shares in issue as per the table below.

The shares in issue on 1 March 2014 were 142 ordinary par value shares. In preparation for the listing in December 2014 , these 142 par value shares were converted to 142 no par value shares and an additional299,999,858 shares were issued to Onecell Holdings Proprietary Limited for R300 to take the total issued shares to 300,000,000 ordinary shares of no par value. For purposes of determining the weighted average number of shares in issue, this share conversion and subsequent share issue have been treated as a share 'split'. Consequently, the weighted average shares in issue for each of the comparative periods have been determined to be 300,000,000 shares. This provides the user with more comparable and relevant information.

Weighted average number of ordinary shares ('000)

Profit attributable to ordinary shareholders Profit for the year attributable to the equity holders of parent

10. Headline earnings per share

Headline earnings per share (cents)

300,000

108,737

0.37

300,000 300,000

195,244 96,935

0.65 0. 32

The calculation of headline earnings per share has been based on the following profit attributable to ordinary shareholders and the weighted average number of shares in issue as determined above in note 9.

Weighted average number of ordinary shares ('000)

Reconciliation between basic earnings (loss) and headline earnings (loss) Basic earnings Adjusted fo r : Reversal of bargain purchase Gain on disposal of assets net of tax

21

300,000

108,737

3,278 (266)

111 ,749

300,000

195,244

(738)

194,506

300,000

96,935

(426)

96,509



11. Segment reporting

The group is organised into geographical business units and has four reportable segments. The group monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment.

Segment Report • 31 August 2015

Revenue lntersegment elimination of revenue

Revenue before segment elimination

Profit before taxation includes the following items Investment revenue Finance costs Foreign exchange gains Depreciation

Total tangible assets Total liabilities Goodwill

Equity

Segment Report • 28 February 2015





Equity

South Africa

356,243 98,507

454,750

125478 2,388 3,698

465 37,298

281,633 (106,929)

South Africa

627,175 34,974

662,149

236,986 1,617

693 35

58,816

277,562 (107,459)

22

Africa -Other

62,618

62,618

31,403 2,250

240 1,996 1,004

87,393 (19,358)

Africa -Other

124,280

124,280

56,777 2,916

210 307

1,917

77.606 (25,042)

Europe

39,147

39,147

13,240 .

11 (115)

7,466

45,181 (19,064)

Europe

80,422

80.422

15,835 . 8 8

10,389

36,605 (13,097)

Asia & Middle

East 11 ,720

11 ,720

(5,547) .

14 (18) 620

23,402 (7,997)

Asia & Middle East

11 ,824

11 ,824

. (7 078) .

13 83

476

14.135 (5,277)

Total

469,728 98,507

568,235

164,574 4,638 3,963 2,328

46,388

437,609 (153,348) 146,085

430,346

Total

843,701 34,974

878,675

302,520 4,533

924 433

71 ,598

405,908 (150,875) 144,269

399,302



11 . Segment reporting (continued)

Segment Report • 31 August 2014





Equity

South Africa

302,757 15,924

318,681

124,639 680 307

(130) 26,459

164,615 (55,533)

23

Africa· Other

53,046

53,046

15,358 1

203 137 818

64,897 (44,581)

Europe

36,914

36,914

6,514

5 3

7,936

27,698 (18,091)

Asia& Middle

East 4,930

4 ,930

(1,649)

136

2,346 (21,756)

Total

397,647 15,924

413,571

144,862 681 516

10 35,349

259,556 (139,961) 142,162

297,757



12. Business combinations

Immaterial Business Combinations occurring during the period ended 31 August 2015

On 1 March 2015, the group acquired 100% of the shares in Cartrack Manufacturing (Pty) Ltd (previously Onecell Manufacturing (Pty) Ltd) from Onecell Holdings (Pty) Ltd for a cash consideration. The group acquired this company in order to manage and control the procurement and manufacture of its products.

On 1 March 2015, the group acquired 100% of the shares in Cartrack Management Services (Pty) Ltd (previously Bon1to Recruitment Services (Pty) Ltd) from Onecell Holdings (Pty) Ltd for a cash consideration. The group acquired this dormant company in order to account separately for group management services and related costs from within the group.

Immaterial Business combinations occurring during the year ended 28 February 2015

In May 2014, the group acquired 60% of the shares in Retriever Rwanda Ltd from AH Nyimbo for a cash consideration, to increase its footprint in Africa.

In August 2014, the group acquired 100% of the shares in Cartrack Technologies (Pty) Ltd (previously Onecell Technologies (Pty) Ltd from Onecell Holdings (Pty) Ltd) for a cash consideration. The group acquired this entity for the development of technologies in the industry.

Material Business Combinations occurring during the year ended 28 February 2015

In March 2014, the group acquired 100% of the shares in Cartrack- Sistema de Controlo e ldentificacoa de Veiculos S.A, Cartrack Espana S.L, Cartrack Europe SGPS, Cartrack Capital SGPS, and Cartrack Investments UK Ltd from JMV Matias for a consideration of R46,223, 160. The group acquired these entities to obtain a global footprint in Europe. The acquisition has been accounted for using the acquisition method. The goodwill recognised is primarily attributed to the expected synergies from combining the assets and activities of the European acquisitions with those of the group and to the economies of scale to be achieved through future growth.

Fair value of assets acquired and liabilities assumed


Property, plant and equipment Loan receivable Investments in subsidiaries Inventories Trade and other receivables Borrowings Trade and other payables Tax liabilities Cash Outside shareholders Goodwill

Cash consideration paid Net cash outflow on acquisition Cash consideration paid Cash acquired

24

Audited 28 February

2015

1,645 59,636 12,635 3,016

20,625 (78,682) (16,260)

(1 ,072) 736

(1 ,097) 45,041

46,223

(46,223) 736

(45,487)



13. Commitments

Mercantile Bank Limited has provided a facility of R40 million to Cartrack Manufacturing (Pty) Ltd. Cartrack (Pty) Ltd has provided limited suretyship in favour of Mercantile Bank Limited.

14. Comparative figures

Certain comparative figures have been reclassified from operating expenses to cost of sales to provide an appropriate allocation of expenses that directly relate to cost of sales.

The effect of the reclassifications is as follows:

Figures in Rand thousand Reviewed 31 August

2015

Audited 28 February

2015

Restated 31 August

2014

Profit o r Loss Cost of sales Operating expenses

Certain comparative figures have been reclassified from other income to foreign exchange gains.


Profit and Loss Other income Foreign exchange gains

10,544 (10,544)

(433) 433

3,965 (3,965)

(10) 10

Certain comparative figures have been reclassified in the consolidated statement of financial position. Other receivables, other payables and finance lease obligations have been reclassified to be consistent with the February 2015 reporting format.


Statement of f inancial position Trade and other receivables mcluding prepayments Deferred Income Trade and other payables Finance lease obligation long term Finance lease obligation short term

Certain comparative figures have been restated due to a change in accounting policy. Refer to note 2 of the financial statements.

25

(9 ,507) 3,399 6 ,108 5,667

(5,667)

grant thornton - cartrack · 2019-06-20 · cartrack holdings limited (registration number...

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