Business combinations during the period
Businesses acquired | Nature of business | Operating segment | Date acquired | Interest acquired % | Purchase consideration Rm | ||||
Surgipharm Limited | Markets and distributes pharmaceutical, medical, surgical and allied supplies in Kenya | Logistics African Regions | July 2017 | 70 | 490 | ||||
---|---|---|---|---|---|---|---|---|---|
Pentagon Motor Holdings Limited | Headquartered in Derbyshire, England, operates 21 prime retail dealerships for numerous leading car and van manufacturers | Vehicle Retail and Rental | August 2017 | 100 | 479 | ||||
SWT Group Proprietary Limited | Based in Australia operates 16 car dealerships | Vehicle Retail and Rental | September 2017 | 75 | 261 | ||||
1 230 |
Reasons for the acquisitions are outlined on Capital allocation.
FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED AT DATE OF ACQUISITION*R million | Surgipharm | Pentagon | SWT | Total | |||||
Assets | |||||||||
Intangible assets (excluding goodwill) | 191 | 2 | 193 | ||||||
Property, plant and equipment | 33 | 357 | 26 | 416 | |||||
Deferred tax assets | 10 | 10 | |||||||
Inventories | 234 | 775 | 256 | 1 265 | |||||
Trade and other receivables | 280 | 423 | 48 | 751 | |||||
Current tax assets | 22 | 10 | 32 | ||||||
Cash resources | 12 | 74 | 23 | 109 | |||||
772 | 1 641 | 363 | 2 776 | ||||||
Liabilities | |||||||||
Deferred tax liabilities | 37 | 4 | 41 | ||||||
Interest-bearing borrowings | 82 | 69 | 240 | 391 | |||||
Other financial liabilities | 198 | 198 | |||||||
Trade and other payables and provisions | 249 | 1 253 | 50 | 1 552 | |||||
Current tax liabilities | 8 | 8 | |||||||
566 | 1 326 | 298 | 2 190 | ||||||
Acquirees' carrying amount at acquisition | 206 | 315 | 65 | 586 | |||||
Non-controlling interests | (62) | (21) | (16) | (99) | |||||
Net assets acquired | 144 | 294 | 49 | 487 | |||||
Purchase consideration transferred | 490 | 479 | 261 | 1 230 | |||||
Cash paid | 398 | 479 | 261 | 1 138 | |||||
Contingent consideration | 92 | 92 | |||||||
Excess of purchase price over net assets acquired | 346 | 185 | 212 | 743 | |||||
* The initial accounting for the business combinations is incomplete and based on provisional figures. |
DETAILS OF CONTINGENT CONSIDERATION
The contingent consideration requires the group to pay the vendors an additional total amount of R92 million over a period of eighteen months if Surgipharm’s net profit after tax exceeds certain profit targets.
ACQUISITION COSTSAcquisition costs for business acquisitions concluded during the period amounted to R7 million and have been recognised as an expense in profit or loss in the ‘Other non-operating items’ line.
IMPACT OF THE ACQUISITION ON THE RESULTS OF THE GROUPFrom the dates of acquisition the businesses acquired during the period contributed revenue of R4 581 million, operating profit of R59 million and after tax profit of R1 million. The after tax profit of R1 million includes the after tax impact of the funding cost of R11 million calculated on the cash consideration paid on acquisitions and the amortisation of intangible assets arising out of the business combinations of R17 million.
Had all the acquisitions been consolidated from 1 July 2017, they would have contributed revenue of R6 357 million, operating profit of R22 million and after tax loss of R32 million. The group’s total revenue for the period would have been R68 296 million, operating profit would have been R3 056 million and after tax profit R1 336 million.
SEPARATE IDENTIFIABLE INTANGIBLE ASSETSAs at the acquisition date the fair value of the separate identifiable intangible assets for Surgipharm was R191 million. This fair value, which is classified as level 3 in the fair value hierarchy, was determined using the multi-period excess earnings method (MEEM) valuation technique for contract based intangible assets and the relief-from-royalty method for the brand name.
The significant unobservable valuation inputs were as follows:
% | |||
Brand name | |||
– Discount rate | 17,4 | ||
– Royalty rate | 0,75 | ||
Contract-based intangible assets | |||
– Weighted average discount rates | 15,0 - 15,8 | ||
– Terminal growth rate | 5,6 |
The assumptions used in arriving at projected cash flows were based on past experience and adjusted for any expected changes.
OTHER DETAILSTrade and other receivables had gross contractual amounts of R825 million of which R74 million was doubtful. Non-controlling interests have been calculated based on their proportionate share in the acquiree’s net assets. None of the goodwill is deductible for tax purposes.