Basis of presentation of summarised consolidated financial statements
These summarised provisional financial statements have been prepared in accordance with the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards (IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by Financial Reporting Standards Council, and includes, at a minimum disclosure as required by IAS 34 Interim Financial Reporting, the Companies Act of South Africa and the JSE Listing Requirements. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding to the changes in the Group’s financial position and performance since the last annual consolidated financial statements as at and for the year ended 30 June 2017.
In preparing the consolidated financial statements from which these summarised provisional consolidated financial statements are prepared, directors make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
The significant judgements made by directors in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 30 June 2018.
Significant accounting policies
The accounting policies applied in these summarised consolidated financial statements in terms of IFRS and are the same as those applied in the Group’s consolidated financial statements as at and for the year ended 30 June 2017.
Commitments
At the reporting date the Group’s total capital expenditure commitments amounted to R1 664 million (2017: R1 995 million). Bidvest Freight has commenced the development of an LPG tank farm in the port of Richards Bay, to 30 June 2018, R201 million has been spent with an additional R736 million committed to the project, the estimated completion date is July 2020. Bidvest Properties and Bidvest Bank are parties to the development of a property in the Sandton CBD and have a combined commitment of R250 million. Bidvest Properties has committed R138 million to build a fit-for-purpose warehouse for Bidvest Panalpina Logistics in Mobeni,
KwaZulu-Natal.
Fair value of financial instruments
The Group’s investments of R2 803 million (2017: R2 843 million) include R32 million (2017: R62 million) recorded at cost, R1 714 million (2017: R1 785 million) recorded and measured at fair values using quoted prices (level 1) and R1 057 million (2017: R996 million) recorded and measured at fair value using factors not based on observable data (level 3). Fair value gains on level 3 investments recognised in the income statement total R57 million (2017: R95 million).
Analysis of investments at a fair value not determined by observable market data
| R’000 | Year ended 30 June 2018 Audited |
Year ended 30 June 2017 Audited |
||||
| Balance at the beginning of year | 995 961 | 935 017 | ||||
|---|---|---|---|---|---|---|
| On acquisition of business | – | 39 087 | ||||
| On disposal of business | – | (6 087) | ||||
| Purchases, loan advances or transfers from other categories | 5 434 | 5 700 | ||||
| Fair value adjustment arising during the year recognised in the income statement | 56 559 | 95 326 | ||||
| Proceeds on disposal, repayment of loans or transfers to other categories | – | (72 679) | ||||
| Exchange rate adjustments | (966) | (403) | ||||
| 1 056 988 | 995 961 | |||||
The Group’s effective beneficial interest in the Indian-based Mumbai International Airport Private Limited (MIAL) is included in unlisted investments held for trade, where the fair value is not based on observable market data (level 3). The carrying value of this investment at 30 June 2018, based on the directors’ valuation of 30 June 2018, is R988 million (US$72 million) (2017: R940 million (US$72 million)). The valuation of MIAL is fair value less cost to sell. The calculation used the pleasing underlying performance of MIAL (EBITDA +13% for the year to March 2018), takes consideration of the illiquid nature of the asset and applies a discount to the median peer group multiple, which is in a range of 12.5 and 14.1x EBITDA. A 1% change in the multiple or EBITDA will result in US$1.4 million change in the value.
During August 2018, the Group launched a public process to dispose of the stake.
MIAL is a foreign based asset and the ruling year end exchange rate, US$1 = R13.72 (2017: US$1 = R13.06), is a further factor that affects the carrying value.
The carrying values of all financial assets and liabilities approximate their fair values, with the exception of borrowings of R12 477 million whose carrying value is R12 468 million.
Acquisition and disposal of businesses, subsidiaries, associates and investments
Acquisitions
The Group acquired 100% of the share capital and voting rights of Noonan Topco Limited (UK), holding company of the Noonan Services Group (Noonan) with effect from 1 September 2017. Noonan, which is based and operates throughout the Republic of Ireland and in the United Kingdom, has a clear leadership position and a 40-year track record of delivering high-quality integrated facility management services and solutions. Its services include soft, technical and ancillary services and range from cleaning and security to building services and facilities management. The board believes that Noonan’s business model and geographic presence will be complementary to Bidvest’s Service division. The purchase price was funded by way of a three-year euro denominated offshore credit facility at an attractive variable interest rate.
Effective 1 October 2017, the Group acquired 100% of the share capital and voting rights of Ultimate Security Services Limited (USS). USS, a building security company operating primarily in London (United Kingdom), provides building security risk management solutions, “front of house” security management, reception services and mail- room handling services to more than 240 of London’s most prestigious and iconic locations. USS was founded in 1999 and currently has a staff complement of 2 100 experienced security officers. The acquisition enhances the service offerings provided by Noonan. The purchase price was funded by way of existing euro denominated offshore credit facility.
The Group also made a number of less significant acquisitions during the year. These acquisitions were funded from existing cash resources.
The following table summarises the assets acquired and liabilities assumed at fair value which have been included in these results from the respective acquisition dates. These values represent the final at acquisition fair values consolidated by the Group.
| R’000 | Noonan Services |
Ultimate Security Services |
Other acquisitions |
Total acquisitions |
||||||||
| Property, plant and equipment | 110 555 | 8 911 | 18 565 | 138 031 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred taxation | (185 673) | – | (38 576) | (224 249) | ||||||||
| Interest in associates | – | – | 35 221 | 35 221 | ||||||||
| Investments and advances | – | – | 431 933 | 431 933 | ||||||||
| Inventories | 2 134 | – | 54 184 | 56 318 | ||||||||
| Trade and other receivables | 845 610 | 233 777 | 86 236 | 1 165 623 | ||||||||
| Cash and cash equivalents | 84 583 | 4 | 37 963 | 127 069 | ||||||||
| Borrowings | (33 537) | – | (1 429) | (34 966) | ||||||||
| Trade and other payables and provisions | (649 430) | (233 320) | (64 542) | (947 292) | ||||||||
| Taxation | 13 032 | (6 372) | (911) | 5 749 | ||||||||
| Intangible assets | 1 573 116 | – | 93 663 | 1 666 779 | ||||||||
| 1 760 390 | 7 519 | 652 307 | 2 420 216 | |||||||||
| Non-controlling interest | – | – | 27 487 | 27 487 | ||||||||
| Goodwill | 890 478 | 369 050 | 80 687 | 1 340 215 | ||||||||
| Net assets acquired | 2 650 868 | 376 569 | 760 481 | 3 787 918 | ||||||||
| Settled as follows: | ||||||||||||
| Cash and cash equivalents acquired | (127 069) | |||||||||||
| Acquisition costs | 50 190 | |||||||||||
| Transfer to non-controlling interest put option | (22 922) | |||||||||||
| Net change in vendors for acquisition | 16 815 | |||||||||||
| Net acquisition of businesses, subsidiaries, associates and investments | 3 704 932 | |||||||||||
Goodwill arose on the acquisitions as the anticipated value of future cash flows that were taken into account in determining the purchase consideration exceeded the net assets acquired at fair value. The acquisitions have enabled the Group to expand its range of complementary products and services and, as a consequence, has broadened the Group’s base and geographic reach in the marketplace.
With effect from 1 February 2018 the USS acquisition was integrated into Noonan Services. The combined acquisitions of Noonan and USS contributed R5 241 million to revenue and R284 million to operating profit.
Had the Noonan and USS acquisitions taken place 1 July 2017, the contribution to revenue would have been R5 771 million and R293 million to operating profit. Other smaller acquisitions contributed R613 million to revenue and R22 million to operating profit, had these other smaller acquisitions taken place 1 July 2017, the revenue contribution would have been R707 million and operating profit R27 million.
Disposals
Effective 30 June 2018, the Group disposed of its entire interest in Bidvest Namibia Fisheries Holdings Proprietary Limited (Bidfish) to Tunacor Fisheries Limited. Bidfish was a 100% held subsidiary of Bidvest Namibia Limited (Bidvest Namibia). Bidvest Nambia disposed of the Bidfish shares to Tunacor for a cash consideration equal to the net asset value of Bidfish as at 30 June 2018.
| R’000 | Bidfish | Other disposals |
Total disposals |
||||||
| Property, plant and equipment | (193 288) | (19 761) | (213 049) | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Deferred taxation | 62 116 | 35 673 | 97 789 | ||||||
| Interest in associates | (16 965) | (680) | (17 645) | ||||||
| Investments and advances | (2 561) | (390 193) | (392 754) | ||||||
| Inventories | (66 510) | (9 447) | (75 957) | ||||||
| Trade and other receivables | (125 081) | (156 368) | (281 449) | ||||||
| Cash and cash equivalents | (317 700) | (13 712) | (331 412) | ||||||
| Borrowings | – | 18 421 | 18 421 | ||||||
| Trade and other payables and provisions | 378 778 | 568 | 379 346 | ||||||
| Taxation | 3 096 | 55 | 3 151 | ||||||
| Intangible assets | – | (86) | (86) | ||||||
| (278 115) | (535 530) | (813 645) | |||||||
| Non-controlling interest | 87 375 | 33 465 | 120 840 | ||||||
| Realisation of foreign currency translation reserve | – | 673 | 673 | ||||||
| Realisation of share-based payment reserve | 1 022 | – | 1 022 | ||||||
| Goodwill | (4 628) | (40 240) | (44 868) | ||||||
| Net assets disposed of | (194 346) | (541 632) | (735 978) | ||||||
| Settled as follows: | |||||||||
| Cash and cash equivalents disposed of | 331 412 | ||||||||
| Net loss on disposal of operations | 148 247 | ||||||||
| Receivable arising on disposal of subsidiaries and associates | 190 741 | ||||||||
| Net proceeds on disposal of businesses, subsidiaries, associates and investments | (65 578) | ||||||||
Disposal group held for sale
Bidvest Namibia has identified a purchaser and agreed terms for the disposal group, Comet Investments Capital Inc. (Comet), a company incorporated in the Peoples Republic of Angola. Bidvest Namibia has a 69.55% interest in Comet, which in turn owns 49.0% of Pesca Fresca Limitada, an Angolan fishing company with a strong focus on sardinella fishing.
Subsequent events
Subsequent to year-end R1 billion of the cumulative redeemable preference share funding included in Long-term portion of borrowings, with a maturity date of 11 September 2019, was settled using existing facilities.
During August 2018 the Group initiated a formal process to dispose of its 6.75% equity investment in MIAL.
Audit report
The auditors, Deloitte & Touche, have issued their opinion on the consolidated financial statements for the year ended 30 June 2018. The audit was conducted in accordance with International Standards on Auditing. They have issued an unmodified opinion. A copy of the auditor’s report together with a copy of the audited consolidated financial statements are available for inspection at the Company’s registered office.
These summarised consolidated financial statements have been derived from the consolidated financial statements and are consistent in all material respects with the consolidated financial statements. These summarised provisional consolidated financial statements have been audited by the Company’s auditors who have issued an unmodified opinion, which is available for inspection at the registered office. The auditor’s report does not necessarily report on all of the information contained in this announcement. Shareholders are advised, that in order to obtain a full understanding of the nature of the auditor’s engagement they should obtain a copy of that report together with the accompanying financial information from the Company’s registered office. Any reference to future financial information included in this announcement has not been reviewed or reported on by the auditors.
Preparer of the summarised consolidated financial statements
The consolidated financial statements and provisional summarised consolidated financial statements have been prepared under the supervision of the Chief Financial Officer, MJ Steyn BCom CA (SA), and were approved by the board of directors on 31 August 2018.