NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS – NOTE 9

9. FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTS BY CATEGORY

Group financial assets Financial
assets at
amortised cost
Financial
assets at fair
value through
profit and loss
Available for  
sale financial  
assets*
Total  
 June 2016          
Trade and other receivables 365 004 –   365 004  
Financial assets at fair value 305 355 18 444   323 799  
Cash and cash equivalent 373 068 –   373 068  
June 2015          
Trade and other receivables 228 884 –   228 884  
Financial assets at fair value 18 444   18 444  
Cash and cash equivalent 334 051 –   334 051  
* In the prior year Afrocentric Health Solutions Limited (the Kenya Investment), an associate, transferred its insurance book to AAR Insurance Holdings (Pty) Ltd (“AAR”). In return, AAR issued 3% of its shares to Afrocentric Health Solutions Limited which was subsequently declared as a dividend in specie to Medscheme Holdings (Pty) Ltd. This investment was subsequently classified as an available for sale financial asset (refer to note 9.5).

During the year funds were invested into share investment schemes and Jasco Electronics Holdings was reclassified as fair value through profit and loss (Previously held as non-current asset held for sale).

Group financial assets Financial
assets at
amortised cost
Financial
assets at fair
value through
profit and loss
Available for
sale financial
assets*
Total  
June 2016          
Trade and other receivables 815 815  
Financial assets at fair value 305 355 305 355  
Cash and cash equivalent 145 884 145 884  
June 2015          
Trade and other receivables 1 631 1 631  
Cash and cash equivalent 34 011 34 011  
Receivables for subsidiaries 567 004 567 004  

During the year funds were invested into share investment schemes and Jasco Electronics Holdings was reclassified as fair value through profit and loss (Previously held as non-current asset held for sale).

FINANCIAL INSTRUMENTS BY CATEGORY

Group financial liabilities Liabilities at fair
value through
profit and loss
Amortised cost Total  
June 2016        
Trade and other payables 383 029 383 029  
June 2015        
Trade and other payables 146 317 146 317  
Borrowings 61 224 61 224  
Company financial liabilities        
June 2016        
Trade and other payables 7 139 7 139  
Loans from Group companies 44 477 44 477  
June 2015        
Trade and other payables 20 221 20 221  
Loans from Group companies 60 705 60 705  
9.1 TRADE RECEIVABLES

Trade receivables that are less than three months past due are not considered for impairment. As at 30 June 2016, trade receivables of R58.3 million (2015: R16.2 million) were past due but not impaired. These relate to a number of independent customers for whom there is no recent history of default and are expected to be recoverable.

Ageing of trade and other receivables (R’000):

Group Current 30 days 60 days 90+ days Total  
June 2016            
Gross trade debtors 200 810 7 470 7 959 46 786 263 025  
Net trade debtors 200 810 7 470 7 959 42 905 259 144  
Past due but not impaired 7 470 7 959 42 905 58 334  
Other receivables 5 949 5 076 80 6 803 17 908  
June 2015            
Gross trade debtors 107 629 6 484 4 933 5 634 124 680  
Net trade debtors 107 629 6 484 4 933 4 750 123 796  
Past due but not impaired 6 484 4 933 4 750 16 167  
Other receivables 5 934 5 149 82 6 900 18 065  

Disclosure of trade debtors:

  June 2016 
R'000 
  June 2015 
R'000 
 
Gross trade debtors 263 025    124 680   
Provision for impairment of trade receivables as above (3 881)   (884)  
Net trade debtors (note 9.2) 259 144    123 796   
Movement in the provision for impairment of trade receivables are as follows:        
At beginning of the period 884    418   
Reversal of provision for doubtful debts –    –   
Other adjustments (including the effect of foreign exchange rates) 2 997    466   
  3 881    884   

No ageing is applicable to the other categories within trade and other receivables. However, all trade and other receivables of the Company are current or due on demand.

The majority of its client base comprises large medical healthcare providers for open schemes and listed blue chip companies with regards to closed medical schemes. Amounts invoiced to these clients are banked in advance before invoice date and therefore the risk of non-recovery is very low.

Provisions for impairment are raised when there is evidence that amounts are not recoverable in full or part from the debtor. Disputed claims and long outstanding debts are usually indicators of non-recovery. The Group does not raise a general provision for all outstanding debtors due to the high quality of its debtors and an impeccable repayment history. The provision raised above relates to specific debtors.

The creation and release of provision for impaired receivables have been included in ‘other expenses’ in the statement of comprehensive income. Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash.

The other classes within trade and other receivables, detailed in note 9.2 do not contain impaired assets.

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security.

9.2 TRADE AND OTHER RECEIVABLES

  Group   Company  
  June
2016
R'000
  June
2015
R'000
  June
2016
R'000
  June
2015
R'000
 
Trade debtors* 259 144   123 796      
Deposits 12 629   7 941      
Prepayments 35 767   33 306   45    
Sundry debtors 39 556   45 776   770   1 631  
Other receivables 17 908   18 065      
  365 004   228 884   815   1 631  

All receivables are current. The carrying amounts of all trade and other receivables approximate fair value.

Refer to note 9.1 for ageing of trade and other receivables.

* The increase in trade debtors is due to the trade balances relating to Pharmacy Direct (Pty) Ltd.

9.3 RECEIVABLES FROM SUBSIDIARY

      Group   Company  
  Effective
% holding
  June
2016
R'000
  June
2015
R'000
  June
2016
R'000
  June
2015
R'000
 
ACT Healthcare Assets (Pty) Ltd 100%         567 004  
            567 004  

The receivable from the subsidiary has been accounted for at amortised cost. The fair value of the loan approximates the carrying value of the receivable. This loan has been partially settled and written off at year-end.

9.4 RECEIVABLES FROM ASSOCIATES

      Group   Company  
  Effective
% holding
  June
2016
R'000
  June
2015
R'000
  June
2016
R'000
  June
2015
R'000
 
ACT Healthcare Assets (Pty) Ltd 26%   20 437        
      20 437        

Management has assessed the likelihood of non-recovery of outstanding amounts due from its associates and determined that no impairment is necessary due to the fact that all associates are profitable or will be profitable in the foreseeable future.

9.5 AVAILABLE FOR SALE FINANCIAL INSTRUMENTS

  Group   Company  
  June
2016
R'000
  June
2015
R'000
  June
2016
R'000
  June
2015
R'000
 
Non-current assets                
AAR Insurance Holdings Kenya 18 444   18 444      
  18 444   18 444      

CLASSIFICATION OF INVESTMENT AS AVAILABLE FOR SALE

Due to the 3% shareholding of AAR being declared as a dividend in specie to Medscheme Holdings (Pty) Ltd, the investment in AAR was accounted for as an available for sale financial instrument as management intends to hold the investment for the medium to long term and is not held for trading.

  Opening
Carrying
Amount
Dividend
in specie
Transaction
costs
Gains and losses
recognised
in other
comprehensive
income
Closing
Carrying
Amount
 
Non-current assets            
AAR Insurance Holdings Kenya 18 444 18 444  
  18 444 18 444  

IMPAIRMENT INDICATORS FOR THE AVAILABLE FOR SALE INVESTMENT

The investment is considered to be impaired if there has been a significant or prolonged decline in the fair value below its cost. The Group evaluates the duration and the extent to which the fair value of the investment is less than its cost, and the financial health of and short term business outlook for the investee (including factors such as industry and sector performance, changes in technology and operational and financing cash flows). Due to the factors listed above, the Group has determined that an impairment is not required in the 2016 financial year.

SIGNIFICANT ESTIMATES

The fair value of the investment in AAR Insurance Holdings Kenya is not traded in an active market and as a result is determined using valuation techniques. The Group uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of the reporting period. At year end, based on the latest financial information provided to us, the carrying amount approximates the fair value.

9.6 CASH AND CASH EQUIVALENTS

  Group   Company  
  June
2016
R'000
  June
2015
R'000
  June
2016
R'000
  June
2015
R'000
 
Cash at bank and short-term bank deposits                
AA – ABSA Bank Limited 56 702   50 127   6 174   8 389  
BBB- – Nedbank Limited 104 882   279 653   19 792   25 622  
AA – Standard Bank Limited 93 070     57 324    
AA – Investec Limited 62 525     62 525    
BBB+ – Sasfin Limited 55 889   4 271   69    
Total Cash at bank and short-term bank deposits 373 068   334 051   145 884   34 011  

The rating scores are based on the following broad investment grade definitions:

AA The financial instrument is judged to be of high quality, is subject to very low credit risk and indicates quality issuers.
BBB+ Obligations are medium-grade and subject to moderate credit risk with a positive outlook. Obligations may possess certain speculative characteristics.
BBB- Obligations are medium-grade and subject to moderate credit risk with a negative outlook. Obligations may possess certain speculative characteristics.

  Group   Company  
  June
2016
R'000
  June
2015
R'000
  June
2016
R'000
  June
2015
R'000
 
Cash 161 584   127 986   25 966   34 011  
Short-term deposits* 211 484   206 065   119 918    
  373 068   334 051   145 884   34 011  
* Short-term deposits relate to cash at the year-end deposited into specific bank accounts.

For purposes of the statement of cash flows, the year-end cash and cash equivalents comprise the following:

  Group   Company  
  June
2016
R'000
  June
2015
R'000
  June
2016
R'000
  June
2015
R'000
 
Cash and bank balances 373 068   334 051   145 884   34 011  

Included in the cash balance is an amount of R10 million deposited at Nedbank Limited as a good-faith deposit on behalf of a strategic target for acquisition. This is a loan receivable and not cash in the bank. The effective interest rate applicable to cash at bank is 5.25% (June 2015: 5.46%).

9.7 TRADE AND OTHER PAYABLES

  Group   Company  
  June
2016
R'000
  June
2015
R'000
  June
2016
R'000
  June
2015
R'000
 
Trade payables* 216 081   37 060   532   697  
Accruals 29 577   25 761   119   826  
Payroll creditors 39 764   34 355      
Shareholders for dividends 9 919   13 120   4 604   7 063  
Other payables** 87 688   36 021   1 884   11 635  
  383 029   146 317   7 139   20 221  

All trade and other payables are current and are expected to be settled with the next 12 months. The carrying values at the year-end approximate their fair values.

* The increase in trade payables is due to the WAD acquisition.
** The increase in other payables is due to the amounts owing from the AfroCentric Health minority buy-out.
9.8 BORROWINGS

  Group   Company  
  June
2016
R'000
  June
2015
R'000
  June
2016
R'000
  June
2015
R'000
 
Bank borrowings   61 224      
Maturity analysis                
Non-current        
Current   61 224      
      61 224      

The interest bearing borrowings above bear interest at 87% of the Prime rate.

ABSA Bank has provided AfroCentric Investment Corporation Limited a primary lending facility of R10 million. (June 2015: R10 million). This facility ranks “pari-passu” with the preference share facility in the name of ACT Funding (Pty) Ltd and shares in the security provided for this facility. There has been no drawn down of this facility at year end.

ABSA Bank has provided ACT Funding (Pty) Ltd with a preference share facility of R200 million, guaranteed by AfroCentric Investment Corporation Limited and ACT Healthcare Assets (Pty) Ltd. This facility was initially due for redemption in March 2014, but agreement was reached with the lenders to extend the redemption over a period of 3 years to 11 February 2017. This loan was settled in December 2015.

9.9 LOANS FROM GROUP COMPANIES

  Group   Company  
  June
2016
R'000
  June
2015
R'000
  June
2016
R'000
  June
2015
R'000
 
AfroCentric Health (Pty) Ltd     43 116   60 705  
ACT Funding (Pty) Ltd     1 361    
      44 477   60 705  

The loan with ACT Funding (Pty) Ltd is unsecured and interest free.

The loan with AfroCentric Health (Pty) Ltd is unsecured and bears interest at the prime interest rate calculated monthly.

These loans has not fixed terms of repayment but payable on demand.

9.10 RECOGNISED FAIR VALUE MEASUREMENTS

FAIR VALUE HIERARCHY

The following hierarchy is used to classify financial and non-financial instruments for fair value measurement purposes:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices included within level that are observable for the asset or liability either directly (that is, as prices) or indirectly (that is, derived from prices).
Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. The significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.

The following table presents the groups assets and liabilities that are measured at fair value at 30 June 2016:

  Group Company  
  Level 1 Level 2 Level 3 Level 1 Level 2 Level 3  
Investment in Jasco (note 9.11) 37 182 37 182  
Investment in collective schemes 268 173     268 173      
Investment in AAR (note 9.5) 18 444  
Contingent consideration (note 36) 134 893 134 893  
Investment Property (note 7) 15 000  
  305 355 168 337 305 355 134 893  
2015              
Investment in Jasco (note 9.11) 24 788 24 788  
Investment in AAR (note 9.5) 18 444  
Investment Property (note 7) 15 000  
  24 788 33 444 24 788  

Specific valuation techniques used to value financial and non-financial instruments include:

the use of quoted market prices or dealer quotes for similar instruments. The Jasco Electronics Holdings Limited and the collective investment schemes share price was obtained from the Johannesburg Stock Exchange (JSE)
the fair value of the remaining financial instruments is determined using discounted cash flow analysis and PE ratios.
The fair value of the investment property is determined using current prices in an active market for similar property

The assets disclosed above have been classified as a Level 3 financial and non-financial instruments i.e. the inputs are not based on observable market data except for the investment in, Jasco Electronics Holdings Limited, which is classified as a Level 1 financial instrument (non-current asset held for sale). The carrying amount of all assets in the table above approximates the fair value of the assets.

Group fair value measurements using significant unobservable inputs (Level 3):

  Contingent
consideration
R'000
Investment
in AAR
R'000
Investment
Property
R'000
 
Opening balance 18 444 15 000  
Additions 134 893  
Transaction costs  
Closing balance 134 893 18 444 15 0  

VALUATION INPUTS AND RELATIONSHIPS TO FAIR VALUE

INVESTMENT IN AAR

The fair value of the investment in AAR Insurance Holdings is derived by valuation techniques using the most recent financial information available to AfroCentric Investment Corporation Limited. Management are satisfied that valuation of the investment in the AAR represents the fair value.

INVESTMENT PROPERTY

The fair value of the investment property is derived by an external property valuer using current prices in an active market for similar property in the same location and condition. In applying this approach the valuer has selected other properties that have similar risk, growth and cash-generating profiles. Management reviews the valuation performed by the external valuer and is satisfied that the inputs used by the external property valuer are reasonable.

CONTINGENT CONSIDERATION

Discounted cash flow method was used to capture the present value of the expected future economic benefits that will flow out of the Company arising from the contingent consideration. Under the contingent consideration arrangement, AfroCentric Investment Corporation Limited is required to issue Glen Eden Trading 58 (Proprietary) Limited an additional 26 192 902 shares based on management’s best estimate as per the Acquisition of shares agreement. R134.9 million is the estimated fair value of this obligation at year-end.

The following table summarises the quantitative information about the significant unobservable inputs used in level 3 fair value measurements.

Description Fair value at 30 June 2016   Unobservable inputs Input Value used   Sensitivity of unobservable inputs on profit and loss  
Investment in AAR (unlisted investment) 18 444   Price earnings ratio 11.32   If a P/E ratio of 10.32 were used the investment in AAR would increase by R1.762 million in other comprehensive income.

If a P/E ratio of 12.32 were used the investment in AAR would increase by R1.748 million in other comprehensive income.

 
Investment Property 15 000   Price per square meter R1 500 per square meter   The higher the price per square meter the higher the fair value.  
Contingent consideration 134 893   Average growth rate 5%   If an average growth rate of 4% were used the contingent consideration would decrease by R2.596 million in profit and loss.

If an average growth rate of 6% were used the contingent consideration would increase by R2.630 million in profit and loss.

 
      Expected cash inflows R21.8m–R24.2m   If expected cash flows were 10% higher or lower, the fair value would increase/decrease by R13.489m.  

VALUATION PROCESS

The finance department of the Group performs the valuations of the investments for financial reporting purposes, including level 3 fair values (excluding the investment property). The team reports directly to the Chief Financial Officer (“CFO”). Discussions of the valuation processes and results are held between the CFO and the Group Finance department at least once every six months, in line with the Group’s bi-annual reporting periods.

The following table reflects the impact on the statement of comprehensive income and other comprehensive income should the fair value increase or decrease by 10%.

  Impact of change in volatility of the
fair value adjustment on profit or loss
 
  Increase +10%
R'000
Decrease -10%
R'000
 
Investment in Jasco 1 239 (1 239)  
Contingent consideration 13 489 (13 489)  
Investment in AAR Insurance Holdings 1 844 (1 844)  
Investment Property 1 500 (1 500)  
  18 072 (18 072)  
9.11 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS

  Group   Company  
  June
2016
R'000
  June
2015
R'000
  June
2016
R'000
  June
2015
R'000
 
Non-current assets                
Collective share investment Scheme 268 173     268 173    
Jasco Electronics Holdings Limited 37 182     37 182    
  305 355     305 355    

As disclosed in Note 10, in 2016 Jasco Electronics Holdings Limited no longer met the classification of non-current asset held for sale. The reason for no longer meeting the classification as a non-current asset held for sale is due to the fact the Group is currently not actively searching for a buyer but is still committed to sell the investment in the near future.

During the year AfroCentric Investment Corporation Limited invested funds into four different investments, namely:

Coronation Strategic Income Fund
Prescient Income Proper Fund
Sanlam SIM Inflation Plus Fund B4
Sanlam SIM Active Income Fund B5

CLASSIFICATION FINANCIAL ASSETS THROUGH PROFIT AND LOSS

As a result of holding these assets for the medium term these have been designated at fair value through profit and loss.

  Opening
carrying
amount
Additions Fair value
gains and
losses

Disposals

Closing
carrying
amount
 
Non-current assets            
Collective share investment Scheme 253 481 14 692 268 173  
Jasco Electronics Holdings Limited 24 788 12 394 37 182  
  278 269 27 086 305 355  

IMPAIRMENT INDICATORS FOR FAIR VALUE THROUGH PROFIT AND LOSS INVESTMENT

Any impairment will be reflected in the share price which would result in a fair value loss that would be recognised in the statement of comprehensive income.

9.12 FINANCIAL ASSETS AT AMORTISED COST

  Group   Company  
  June
2016
R'000
  June
2015
R'000
  June
2016
R'000
  June
2015
R'000
 
Non-current assets                
AA – Standard Bank 70 496     70 496    
AA – Investec Bank 73 265     73 265    
  143 761     143 761    

AA – The financial instrument is judged to be of high quality, is subject to very low credit risk and indicates quality issuers.

During the year AfroCentric Investment Corporation Limited invested funds into the following investments, namely:

Standard Bank Notice Deposit
Investec Wholesale Structured Deposit

CLASSIFICATION FINANCIAL ASSETS AT AMORTISED COST

Deposits are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market. The deposits are included as non-current assets, except for those with maturities less than 12 months from the end of the reporting period, which would be classified as current assets. The carrying amount approximates the fair value of the investments.

The following tables represent the fair value hierarchical disclosure if the Investments at amortised costs were to be classified at fair value:

  Impact of change in volatility of the
fair value adjustment on profit or loss
 
 

Increase +10%
R'000

Decrease -10%
R'000
 
Investment at amortised cost 367 (367)  

The following table presents the investments that are measured at fair value at 30 June 2016:

  Group Company  
2016 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3  
Investment at amortised cost 143 761 143 761  

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS – NOTE 9