These preliminary reviewed condensed consolidated financial statements (condensed financial statements) have been prepared in accordance with the:
The condensed financial statements were compiled under the supervision of NA Thomson CA(SA), the Group’s Chief Financial Officer and authorised for issue on 24 November 2022.
The Group’s accounting policies applied for the year ended 30 September 2022 are consistent with those applied in the prior year’s audited consolidated Annual Financial Statements. These accounting policies comply with IFRS.
These condensed financial statements for the year ended 30 September 2022 have been reviewed by Deloitte & Touche who have expressed an unmodified review conclusion.
The review report on these condensed financial statements is available for inspection at the registered offices of the company together with the condensed financial statements.
Rm | 2022 Reviewed | 2021
Audited |
Revenue from contracts with customers: | ||
Category of revenue | ||
Products | 9 262 | 7 632 |
Services | 1 504 | 1 575 |
10 766 | 9 207 | |
Timing of revenue recognition: | ||
Revenue recognised at a point in time | 9 333 | 7 911 |
Revenue recognised over time | 1 433 | 1 296 |
Total revenue from contracts with customers | 10 766 | 9 207 |
Other revenue: | ||
Interest received on lease and loan receivables | 332 | 340 |
Rental revenue | 31 | 28 |
Total | 11 129 | 9 575 |
Refer to the segmental analysis, for a disaggregation of the total revenue into the revenue contribution by each segment.
Rm | 2022 Reviewed | 2021 Audited |
|
Operating profit is arrived at as follows: | |||
Revenue | 11 129 | 9 575 | |
Items included in operating profit | |||
Changes in inventory | (7 147) | (5 852) | |
Employee costs | (2 061) | (1 984) | |
Salaries and wages | (1 816) | (1 776) | |
Pension and provident fund contributions1 | (126) | (126) | |
Other staff costs2 | (96) | (65) | |
Employee related share-based payment expense3 | (23) | (17) | |
Fair value remeasurements | 85 | 65 | |
Gain on investment at fair value through profit or loss | 6 | 103 | |
Gain on contingent consideration | 3 | 13 | |
Gain on option contract | 16 | 41 | |
Gain/(loss) on option contract | 59 | (92) | |
Gain on put option liability | 1 | – | |
Auditors remuneration | (29) | (28) | |
Audit fees | (28) | (27) | |
Other fees | (1) | (1) | |
Reversal of impairment/(impairment) of financial assets | 5 | (1) | |
Credit write-off | (13) | (20) | |
Expected credit losses | 18 | 19 | |
Net forex gains | 63 | 24 | |
Net realised forex gains4 | 32 | 40 | |
Net unrealised forex gains/(losses)4 | 31 | (16) | |
Other income | 74 | 47 | |
Lease modification | 48 | 49 | |
Profit on disposal of property, plant and equipment and intangible assets | 1 | 12 | |
Interest incurred to finance the lease and loan receivables | (9) | (24) | |
Operating lease charges | (29) | (27) | |
Research and development | (137) | (150) | |
Financial guarantee | (4) | – | |
Other operating expenses5 | (499) | (395) | |
EBITDA6 | 1 490 | 1 311 | |
The following additional disclosable items have been included in arriving at operating profit: | |||
Depreciation and amortisation | (253) | (253) | |
Impairment of non-financial assets | |||
Impairment of property, plant and equipment | – | (1) | |
Profit on disposal of associate | – | 1 | |
Loss on disposal of subsidiary | – | (1) | |
Expenses arising from share-based payment transactions7 | (6) | (7) | |
Operating profit as per the statement of profit or loss | 1 231 | 1 050 | |
1 | Payments to defined contribution retirement plans are charged as an expense as they fall due. | ||||
2 | Includes staff training, staff welfare, skills development levy, commissions and incentives and other staff related costs. | ||||
3 | This is the cost of Reunert Limited shares held by Bargenel, the Group's primary empowerment structure. The underlying structure is considered to be controlled by Reunert Limited for accounting purposes and is thus consolidated.
|
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4 | Transactions denominated in a foreign currency are initially recognised at the ruling rates of exchange at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated to the exchange rates prevailing at that date. Exchange differences on monetary items are recognised in the statement of profit or loss in the period in which they arise. Derivative instruments are initially measured at fair value at the date the derivative contract is entered into and are subsequently remeasured to fair value at each reporting date. The resulting gains or losses are recognised in the statement of profit or loss. |
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5 | There is no income which offset expenses included in this amount. | ||||
6 | Earnings before net interest, tax, depreciation and amortisation, impairment of property, plant and equipment, profit on disposal of associate, loss on disposal of subsidiary and expenses arising from share-based payment transactions. EBITDA includes interest income received on lease and loan receivables in the ICT Segment. | ||||
7 | The minority shareholders' shares in Bargenel (the Group’s empowerment vehicle) were repurchased for a total consideration of R9,6 million. Of this, R3,3 million was charged to equity and R6,3 million was included as a charge to profit or loss. (2021: an empowerment charge in the ICT Segment of R6 million and in the AE Segment of R1 million). |
Rm
30 September 2022 |
Carrying amount as at the beginning of the year | (Released)/ raised during the year through the statement of profit or loss | Utilised | Disposal of subsidiary | Foreign exchange movement | Carrying amount as at the end of the year |
Lease and loan receivables | 152 | (11) | (40) | – | – | 101 |
Trade and other receivables | 167 | (7) | (6) | – | 11 | 165 |
Credit write-off for trade and other receivables | 13 | |||||
Reversal of impairment of financial assets per the statement of profit or loss | (5) | |||||
30 September 2021 | ||||||
Lease and loan receivables | 210 | (29) | (29) | – | – | 152 |
Trade and other receivables | 192 | 10 | (39) | (2) | 6 | 167 |
Credit write-off for trade and other receivables | 20 | |||||
Impairment of financial assets per the statement of profit or loss | 1 |
Economic activity has started to recover subsequent to the outbreak of the COVID-19 pandemic in early 2020 and the resulting societal restrictions put in place to curb its impact. The credit environment has correspondingly improved.
The Group has also assessed the potential impact of the Russia-Ukraine conflict and the impact of this is expected to be mainly on input costs, rising inflation and interest rates and economic forecasts indicate a high probability of global recession in 2023.
The Group has considered the residual impact of COVID-19 and the ongoing impact of the Russia-Ukraine conflict as well as the consequent probability of the economic recession in their assessment of the ECL.
The Group applies the IFRS 9 Financial Instruments general approach to measuring the ECL required in respect of lease and loan receivables.
This is first calculated by applying a historical loss ratio to the lease and loan receivables at each reporting date. The loss ratio for the lease and loan receivables is calculated according to the ageing/payment profile, as at the reporting date, by applying historic write-offs to the profile of the population as at that date.
The ECL resulting from the historic loss ratio is then adjusted for forward-looking information to determine the required ECL at the reporting date.
In assessing whether the credit risk of a lease and loan receivable has increased significantly since initial recognition, the Group compares the risk of a default occurring as at the reporting date with the risk of a default occurring as at the date of initial recognition. In making this assessment, the Group considers quantitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort. In assessing the stage categorisation, receivables that include balances which are 30 days overdue are classified as stage 2 and receivables that include balances that are 90 days overdue are classified as stage 3.
The Group has considered these factors above and also used the following key assumptions in estimating the ECL as at 30 September 2022:
Rm | 2022
Reviewed |
2021 Audited |
Probability of default (PD) | 3,6% | 5,6% |
Loss given default (LGD) | 63,2% | 63,0% |
Exposure at default (EAD) | Exposure of receivables at 30 September 2022 |
Exposure of receivables at 30 September 2021 |
Management previously applied both Moody’s PD and their experience as to which industry segments of the book were experiencing, or likely to experience, credit stress. In the current year, management, instead of simply applying the Moody’s Global PD, has used forward-looking information derived from a detailed assessment of the book undertaken in conjunction with a South African credit bureau, Experian. This exercise determined the industry classification of each rental customer and which industries were considered to be likely to experience future adverse credit risk. This enhanced approach to determining the PD was adopted in the current year as the Group now has three years of actual data and experience of the impact of COVID-19 on the credit risk in its rental base. This contrasts with when the Moody's Global PD was adopted at the start of the Pandemic, when the group had no relevant experience and therefore used the best source of external information available to it to assess the potential impact of the pandemic on customer credit risk.
The LGD rate used was obtained from the quoted recovery rate of the World Bank for South African debt of 37%. This remains the best independent and credible information available to estimate the expected LGD and results in an LGD of 63,2%.
Categorisation of stages
Expected credit losses | |||||
Rm | Carrying amount before ECL | Stage 1 | Stage 2 | Stage 3 | Net carrying amount after ECL |
30 September 2022 | 2 372 | (20) | (24) | (57) | 2 271 |
Lease receivables | 625 | (6) | (6) | (7) | 606 |
Loan receivables | 1 747 | (14) | (18) | (50) | 1 665 |
30 September 2021 | 2 628 | (41) | (13) | (98) | 2 476 |
Lease receivables | 707 | (9) | (6) | (9) | 683 |
Loan receivables | 1 921 | (32) | (7) | (89) | 1 793 |
The Group has consistently applied the IFRS 9 Financial Instruments simplified approach to measuring ECL for trade receivables which uses a lifetime expected loss model. ECLs are calculated by using a provision matrix and applying a loss ratio to the age analysis of trade receivables and contract assets of each entity in the Group. These have been aggregated into groupings that represent, to a large degree, major risk types and how the Group manages its receivables and contract assets. This also illustrates the spread of credit risk at each reporting date.
The loss ratio is calculated according to the ageing/payment profile of sales by applying historic write-offs to the payment profile of the sales population. Similarly, the sales population selected to determine the ageing/payment profile of the sales is representative of the entire population and in line with future payment expectations.
The Group assessed for impairment all business units with goodwill balances. In addition, the Group considered and evaluated whether there were any indicators of impairment for its cash generating units (CGU) at 30 September 2022.
No impairments were required resulting from the Group's impairment assessment of goodwill.
Both internal and external factors, including local and global economic conditions, such as the residual impacts of the COVID-19 pandemic, the ongoing Russia-Ukraine conflict and the expectations of a global recession in 2023 were considered to determine whether there were indicators of impairment.
Pre-tax discount rates ranging from 18,2% to 23,9% and a terminal value growth rate of 4% were used in these assessments.
In accordance with IAS 36 Impairment of Assets, management conducted a sensitivity analysis, which included the potential impact of a 5% reduction in forecast revenue on the cash flow forecasts without factoring in any management actions required from the decrease in revenue. The results of this sensitivity analysis were that impairments would be required for Reutech Communications (R2 million), Reutech Radar (R21 million), Omnigo (R16 million) and Skywire (R70 million) if revenue forecasts are not met by 5% i.e. a 95% achievement.
A 1% increase in pre-tax discount rates would result in an impairment of goodwill in Skywire of R7 million and in Omnigo of R0,5 million.
Rm | 2022 Reviewed | 2021 Audited |
Carrying amount at the beginning of the year | 934 | 924 |
Disposal of subsidiary | – | (4) |
Acquisition of businesses | 26 | 14 |
Carrying amount at the end of the year | 960 | 934 |
Due to reduced factory throughput leading to under recoveries of fixed costs and reduced cash flow as a consequence of lower sales, as well as the impact of an over stocked position on cash flow, CBi Telecoms was placed into business rescue on 2 March 2022. Consequently, the Group has lost joint control over its investment in CBi Telecoms and has therefore changed the classification of the investment from equity accounting under IAS 28 Investments in Associates to a financial asset under IFRS 9 Financial Instruments. In addition to the equity investment, the Group has made both a fully recoverable post business rescue funding loan and other operating loans to CBi Telecoms which continue to be recognised as receivables measured at the amounts expected to be recovered under the terms of the business rescue plan (55c:Rand).
The Group has made an election to recognise any subsequent changes in fair value of the investment under IFRS 9 Financial Instruments through other comprehensive income. At 30 September 2022, CBi Telecoms remained in business rescue. Based on the latest available information received from the business rescue practitioner, including the expected realisation of assets and settlement of liabilities, the Group has remeasured the investment in CBi Telecoms to R1 at 30 September 2022, being the expected equity recovery arising from the two provisional offers for the business, which are under consideration by the business rescue practitioner.
Due to the nature of the inputs used to determine the fair value of CBi Telecoms, no sensitivity analysis was required.
Rm | 2022 Reviewed |
Carrying amount at the beginning of the year (Investment in joint venture) | 56 |
Share of joint venture's loss (up to date of business rescue and loss of joint control) | (8) |
Transfer to investment at fair value through other comprehensive income | (48) |
Carrying amount at the end of the year (Investment in joint venture) | – |
Carrying amount at the beginning of the year (Investment at fair value through other comprehensive income) | – |
Transfer from investment in joint venture | 48 |
Fair value remeasurement | (48) |
Carrying amount at the end of the year (Investment at fair value through other comprehensive income)1 | – |
1 | The carrying amount at the end of the year has been included in other investments and loans on the statement of financial position. |
In terms of IAS 28 Investments in Associates, Reunert is presumed to have significant influence over CAFCA Limited (CAFCA) as it owns more than 20% of CAFCA's share capital. However, as it has less than 20% representation on its board of directors and does not have the ability to appoint additional directors, the Group does not equity account its investment in CAFCA as it does not, in fact, have significant influence over CAFCA. Therefore, the Group’s interest is measured at fair value through profit or loss. Although CAFCA is listed on the Zimbabwean Stock Exchange, there is limited trading in the share.
During the current financial year, the Group sold a further 5 200 245 CAFCA shares for R29 million and subsequent to this sale the Group holds a residual interest in CAFCA of 28,65%. During the prior financial year, the Group received and accepted two unsolicited offers for a portion of its investment in CAFCA for R27 million. The fair value was remeasured by applying a weighted probability of fair values including a fair value derived using an appropriate price/net asset value multiple and a fair value using the latest transaction price. Accordingly, the Group recognised a gain of R6 million in the current year (2021: gain of R103 million).
In the prior year, the fair value was derived by using the price/net asset value multiple basis. The change to the weighted probability basis in the current year takes into consideration the significant movement in the Zimbabwean Dollar to US Dollar official exchange rate over the past 12 months. This new probability basis provided management with a more appropriate estimation of the fair value of CAFCA.
This is a level 3 instrument in the fair value hierarchy.
If the price/net asset value had been 1% higher or lower and all other variables remained constant, the Group's profit after tax for the year ended 30 September 2022 would increase by R1 million (2021: R1 million). If the historical net asset value per share in US$ had been 1% higher or lower and all other variables remained constant, the Group's profit after tax for the year ended 30 September 2022 would increase by R1 million (2021: R1 million).
Accordingly, the Group recognised a gain as follows:
Rm | 2022 Reviewed | 2021 Audited |
|
Reconciliation of the carrying amount | |||
Fair value of investment through profit or loss | |||
Carrying amount at the beginning of the year | 76 | – | |
Fair value remeasurement of investment in CAFCA | 6 | 103 | |
- Realised gain on remeasurement of investment | – | 27 | |
- Unrealised gain on remeasurement of investment | 6 | 76 | |
Disposals | (29) | (27) | |
Carrying amount at the end of the year | 53 | 76 | |
Rm | 2022 Reviewed | 2021 Audited |
|
Put option derivative financial asset | 57 | 41 | |
Call option derivative financial liability | 33 | 92 | |
Net carrying amount at the end of the year | 24 | (51) | |
Reconciliation of the carrying amount | |||
Net carrying amount at the beginning of the year | (51) | – | |
Fair value remeasurement | 75 | (51) | |
Gain on option contract | 16 | 41 | |
Gain/(loss) on option contract | 59 | (92) | |
Net carrying amount at the end of the year | 24 | (51) | |
In the 2021 financial year the Group concluded an agreement with AP Moller Capital through AIF I Africa C&I Renewable Energy LLP (AIF I) to establish a joint venture, Lumika Renewables (Pty) Ltd (Lumika). The Group subscribed for a 50,1% interest in Lumika. Although the Group holds a 50,1% interest, due to the contractual arrangement with AP Moller Capital, the Group exercises joint control over the venture.
In 2021, the Group sold an effective 25% interest in Terra Firma Solutions (Pty) Ltd (TFS) (the Group’s Solar PV business) to Lumika and concluded a put and a call option for the sale of its residual 72,2% interest in TFS (the residual interest increased by a further 7,2% from the prior financial year due to the Group acquiring the shares from the non-controlling shareholders in TFS). The put option is exercisable from 1 April 2023 until 30 June 2023 and the call option is exercisable from 1 July 2023 until 30 September 2023, however, the effective date of the transaction will be 1 October 2023.
In terms of these arrangements, the Group has the right to put its remaining interest in TFS to Lumika in exchange for a strike price in US dollars (US$) and Lumika has the right to call the remaining interest in TFS from the Group at the same price. The put and call options have both been recognised as a non-current derivative asset and liability respectively at their fair values through profit or loss. The put and call are considered to be derivatives as, although they are for a fixed number of shares, they are for a variable Rand consideration as the consideration is priced in US$.
The equity value of TFS was determined at the reporting date. This equity value, the strike price in US dollars and other inputs (see below) were then input into a Black Scholes valuation model to determine the value of the put and the call.
The following significant unobservable inputs were used in the determination of the value of the put and the call and the resulting fair value gain:
The put and call options are both considered to be a level 3 instrument in the fair value hierarchy.
The following details the Group's sensitivity to a change in the strike price, average revenue growth rate, and post-tax discount rate against the current derivatives.
If the forward exchange rate had been 10% higher or lower and all other variables remained constant, the Group's profit after tax for the year ended 30 September 2022 would increase/decrease by R24 million respectively (2021: increase/decrease by R20 million respectively). If the average revenue growth rate in TFS had been 5% higher or lower and all other variables remained constant, the Group's profit after tax for the year ended 30 September 2022 would decrease by R65 million and increase by R69 million respectively (2021: decrease/increase by R53 million respectively). If the post-tax discount rate had been 1% higher or lower and all other variables remained constant, the Group's profit after tax for the year ended 30 September 2022 would increase by R36 million and decrease by R40 million respectively (2021: increase by R26 million and decrease by R29 million respectively).
Rm | 2022 Reviewed | 2021 Audited |
Weighted average number of shares in issue, net of empowerment and treasury shares1, for basic earnings and headline earnings per share (millions of shares) | 1592 | 1612 |
Adjusted by the dilutive effect of unexercised share options granted (millions of shares) | 1 | – |
Weighted average number of shares for diluted basic and diluted headline earnings per share (millions of shares) | 160 | 161 |
Profit for the year attributable to equity holders of Reunert (earnings used to determine earnings per ordinary share and diluted earnings per share) | 827 | 777 |
1 | The empowerment shares relate to Reunert Limited shares held by Bargenel. The treasury shares relate to shares held by the Group's treasury company Julopro (Pty) Ltd. These entities are consolidated by the Group. |
2 | The Group has elected to treat the shares under the equity forward contract as issued shares, not treasury shares, for the purposes of calculating the earnings per share. This amounts to 2 346 930 shares (2021: 2 346 930). |
1 | Contingent consideration that arose during the prior financial year on the acquisition of the non-controlling interest in Kopano Solutions Company (Pty) Ltd. |
2 | Remeasurement gain of R3 million for Dopptech (Pty) Ltd in the current financial year arising from the related targets not being achieved. |
3 | Includes a remeasurement gain of R11 million for Blue Nova Energy (Pty) Ltd in the prior financial year arising from the related targets not being achieved. |
The contingent consideration for the acquisition made in the current financial year was recognised at a fair value of R28 million, which will be settled in five annual tranches based on the achievement of pre-defined future profit targets.
The contingent consideration was calculated using the discounted cash flow method. The following unobservable inputs were used to calculate the contingent consideration:
The fair value of the contingent consideration as at 30 September 2022 amounts to R28 million.
These were classified as level 3 instruments in the fair value hierarchy.
The sensitivity analysis has been determined based on the Group’s exposure to change in revenue targets achieved and the subsequent impact on the contingent consideration payable at the statement of financial position date.
If the revenue growth rate had been 1% lower and all other variables remained constant, the Group’s profit after tax for the year ended 30 September 2022 would decrease by R1 million. If the revenue growth rate had been 1% higher and all other variables remained constant, the Group’s profit after tax for the year ended 30 September 2022 would increase by R1 million.
As part of the original acquisition of TFS in 2017, the Group granted and settled options in favour of the non-controlling shareholders. The final elements of these put options were exercised and settled in the current financial year.
Rm | 2022 Reviewed | 2021 Audited |
Carrying amount at the beginning of the year | 25 | – |
Raised | – | 25 |
Fair value remeasurement | (1) | – |
Settlement | (24) | – |
Carrying amount at the end of the year | – | 25 |
The obligation was classified as a level 3 instrument in the fair value hierarchy.
With effect from 1 October 2021, the Group, through +OneX, acquired 100% of the business and related net assets of "MAVEN". MAVEN comprises of two companies, Moov Innovation (Pty) Ltd and Maven Agency (Pty) Ltd, focused on the development of bespoke software and applications.
The existing workforce is appropriately skilled to enable them to service their existing client base as well as future client gains arising from its incorporation into the Reunert ICT Segment.
The acquisition of MAVEN complements the ICT Segment’s expansion strategy and increases the geographical presence of +OneX.
Rm | 2022 Reviewed |
Cash paid | 16 |
Contingent considerations | 28 |
Working capital offset against the purchase price | (4) |
Total purchase consideration | 40 |
Represented by: | |
Property, plant and equipment | 1 |
Goodwill | 26 |
Intangible assets | 24 |
Deferred tax liabilities | (7) |
Trade and other payables | (4) |
Net assets acquired (fair value at acquisition date) | 40 |
Revenue since acquisition – effective 1 October 2021 | 103 |
Profit after tax since acquisition – effective 1 October 2021 | 8 |
There is no material litigation against the Group.
Subsequent to the reporting date, the following transactions have taken place:
During September 2022, +OneX Solutions entered into a sale of business agreement with EUC Africa (Pty) Ltd (EUC) to acquire 100% of the business and related assets. EUC is a leading provider of desktop-as-a-service and desktop virtualisation.
The acquisition strengthens +OneX’s capabilities in end-user computing.
EUC has attained both Citrix Platinum Solution Advisor Status as well as Microsoft Gold Cloud Competency certification. The company has helped leading retail, finance, public sector and technology clients to use the combination of Citrix technology running on the Azure cloud to optimise costs, security and performance across their end-user computing environments.
On 1 October 2022 all conditions precedent in the sale of shares agreement between Reunert Limited and Etion Limited (Etion) were met. As a result, Reunert Applied Electronics Holdings Proprietary Limited (RAEH), has acquired 100% of the issued share capital of Etion Create from Etion for a purchase consideration of R202 million, being the agreed value of Etion Create, on the effective date.
Etion Create is an original design manufacturer with a product portfolio that covers industrial, defence and the rail sectors. The company has a significant local and Middle East market presence with opportunities in South East Asia, a strong order book which should result in future growth in revenues and profitability.
The acquisition will result in synergies with other companies in the Applied Electronics Segment specifically in enhanced design and manufacturing capabilities, as well as increasing the span of the segment product portfolio and improving access to key export markets.
At the reporting date the valuation of the acquired intangible assets is still in progress and accordingly the final purchase price allocation has not been finalised.
Subsequent to year-end, the Group sold a further R49 million from its lease and loan book to a third party financial institution.
The Group continues to make good progress in assessing alternate funding mechanisms for Quince to release the Group’s current loan funding of the book to redeploy these funds, over time, into the Group’s higher yielding strategic investments.
The Group retains its focus on the continued expansion of the ICT Segment’s new-age ICT offerings in the Solutions and Systems Integration cluster, primarily through further acquisitions.
The directors have reviewed the Group’s financial position, existing credit facilities and available cash resources and are satisfied that the Group will continue as a going concern for at least the next 12 months from the date of the approval of these annual financial statements.
Deloitte & Touche has issued an unmodified review report on the reviewed condensed consolidated financial statements for the year ended 30 September 2022. The review was concluded in accordance with ISRE 2410 – Review of Interim Financial Information performed by the independent auditor of the entity. A copy of their unmodified review report is available for inspection at Reunert’s registered office.
The auditor’s review report does not necessarily report on all information contained in this announcement. Investors are, therefore, 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 from Reunert’s registered office.
Any reference to future performance included in this announcement has not been reviewed or reported on by the auditors.