Karooooo .(US:KARO)2022-06-09 20:26PART I Item 3. Key Information This section details the significant risks associated with the company's business, operations, and stock Risk Factors The company identifies numerous risks including business operations, third-party dependencies, and cybersecurity - Key business risks include the ability to acquire and retain customers, the effects of the COVID-19 pandemic, adapting to rapid technological change, and competition516979 - The company depends on key component suppliers, and interruptions like the global semiconductor shortage could adversely affect hardware manufacturing105106 - Growth strategies face risks related to effective management of expansion, successful execution in new international markets, and ensuring investments yield desired results110111116 - Significant risks exist around data privacy and cybersecurity, including compliance with regulations like GDPR and the POPI Act, and potential service disruptions128130143 - Operations in emerging markets expose the company to foreign exchange fluctuations, high inflation, political instability, and specific local regulations174177187 - As a 'foreign private issuer' and a 'controlled company', Karooooo is exempt from certain Nasdaq corporate governance standards, potentially offering less protection to minority shareholders61232238 Item 4. Information on the Company Karooooo is a global provider of a cloud-based SaaS platform for smart transportation management and analytics History and Development of the Company The company evolved from a stolen vehicle recovery service to a global SaaS provider, relocating to Singapore - The company was founded in 2001 in South Africa and moved its global headquarters to Singapore in 2020245246 Business Overview The company offers a vertically integrated mobility SaaS platform serving over 1.5 million subscribers globally - The company operates a vertically integrated business model, controlling hardware design, software development, client acquisition, and customer service250256 Key Operational Metrics (as of Feb 28, 2022) | Metric | Value | | :--- | :--- | | Subscribers | > 1.5 million | | Commercial Customers | > 88,000 | | Countries of Operation | 23 | | Platform Uptime | 99.9% | - The company's growth strategy includes increasing subscription sales to existing customers, expanding its global customer base, and enhancing platform features265271272 - The SaaS platform offers a wide range of applications, including Fleet Telematics, LiveVision (AI-enabled video), and Karooooo Logistics278280 - The company is developing next-generation mobility solutions such as Carzuka (a vehicle marketplace) and an insurtech platform283 Organizational Structure Karooooo Ltd is the Singapore-based parent entity of the group, with several key operating subsidiaries - Karooooo Ltd is the parent company, holding 100% of Cartrack and Carzuka, and 70.1% of Picup (Karooooo Logistics)318319 Property, Plant and Equipment The company maintains key offices in Singapore and Johannesburg and utilizes five third-party data centers - The company operates key offices in Singapore and Johannesburg and utilizes five data centers across South Africa, Singapore, the Netherlands, and the UAE321322 Item 5. Operating and Financial Review and Prospects FY2022 revenue grew 20%, though profit declined 4% due to strategic investments in new business segments Operating Results Revenue growth was driven by subscriber increases, while profit was impacted by higher operating expenses Key Financial Performance (FY 2022 vs. FY 2021) | Metric (ZAR millions) | FY 2022 | FY 2021 | % Change | | :--- | :--- | :--- | :--- | | Total Revenue | 2,746.2 | 2,290.5 | 20% | | Subscription Revenue | 2,568.2 | 2,209.0 | 16% | | Gross Profit | 1,823.6 | 1,620.0 | 13% | | Operating Profit | 699.1 | 726.6 | (4)% | | Profit for the year | 476.6 | 497.4 | (4)% | | Adjusted EBITDA | 1,211.8 | 1,125.4 | 8% | Key Business Metrics (FY 2022 vs. FY 2021) | Metric | FY 2022 | FY 2021 | % Change | | :--- | :--- | :--- | :--- | | Subscribers (end of period) | 1,525,972 | 1,306,000 | 17% | | Net Subscriber Growth | 219,972 | 179,485 | 23% | | SaaS ARR (ZAR millions) | 2,727.6 | 2,377.1 | 15% | | ARPU (ZAR) | 151 | 154 | (2)% | - Operating expenses increased by 26% YoY, driven by a 40% increase in Sales and Marketing and a 49% increase in Research and Development400402405 - In FY2022, the Cartrack segment generated an operating profit of ZAR 715.3 million, while Carzuka and Karooooo Logistics reported operating losses329419 Liquidity and Capital Resources The company maintains strong liquidity through cash from operations and a revolving credit facility Consolidated Cash Flow Summary (ZAR millions) | Cash Flow Activity | FY 2022 | FY 2021 | % Change | | :--- | :--- | :--- | :--- | | Net cash from operating activities | 931.7 | 937.9 | (1)% | | Net cash used in investing activities | (658.2) | (517.7) | 27% | | Net cash from/(used in) financing activities | 335.0 | (486.0) | 169% | - The company has a ZAR 925.0 million revolving credit facility with Standard Bank, with minimal utilization as of February 28, 2022485 - Free cash flow decreased by 18% to ZAR 379.1 million in FY2022 due to strategic investments in customer acquisition and higher capital expenditures362364 Critical Accounting Estimates Key estimates include the useful life of capitalized assets and the annual impairment testing of goodwill - The estimated average useful life of a subscriber contract is 60 months, which is used for depreciating capitalized telematics devices and commission assets503 - Goodwill is tested for impairment annually using value-in-use calculations, which rely on estimates of discount rates and future financial performance504 Item 6. Directors, Senior Management and Employees The company's leadership includes a five-member board, with a planned change in the Chief Financial Officer - The Board of Directors is composed of five members, including CEO and Executive Chairman Isaias (Zak) Jose Calisto, with three independent directors508530 - The company announced that CFO Morné Grundlingh would step down on June 20, 2022, to be replaced by Ms. Hoeshin Goy526527 - As of February 28, 2022, the company had 3,508 full-time employees, with the majority located in South Africa541 - The company follows home country (Singapore) corporate governance practices due to its status as a foreign private issuer and a controlled company537538 Item 7. Major Shareholders and Related Party Transactions The CEO is the controlling shareholder, and the company engaged in significant related party transactions - As of May 20, 2022, CEO Isaias (Zak) Jose Calisto beneficially owned approximately 74.73% of the company's ordinary shares, making Karooooo a controlled company545547 - In fiscal 2022, the Group acquired 70.1% of Picup Technologies and 100% of Purple Rain Properties, both considered related party transactions558561 - Property lease agreements with Purple Rain, an entity majority-owned by the CEO, were terminated in fiscal 2022 following its acquisition551552 Item 8. Financial Information The company reports no material legal proceedings and outlines its dividend policy, with a dividend declared for Q1 FY2023 - The company is not currently a party to any material legal proceedings568 - No dividends were paid during the fiscal year ended February 28, 2022570 - An interim dividend of 60 U.S. cents per ordinary share for Q1 FY2023 was declared572 Item 10. Additional Information This section covers exchange controls and tax considerations, noting the company is not a PFIC for FY2022 - For U.S. federal income tax purposes, the company believes it was not a Passive Foreign Investment Company (PFIC) for the taxable year ended February 28, 2022643 - Under Singapore's one-tier corporate tax system, dividends paid by the company are tax-exempt in the hands of shareholders600 - For South African tax resident shareholders, a 20% dividend tax will be withheld on cash dividends, subject to applicable exemptions618 Item 11. Quantitative and Qualitative Disclosures About Market Risk The company's primary market risks are foreign currency exchange rate fluctuations and interest rate changes - The company's main market risks are foreign currency risk and interest rate risk656 - Foreign currency risk arises from operations in multiple countries, and the company does not currently use hedging instruments for this risk657658 - Interest rate risk is linked to loan obligations with variable interest rates tied to benchmarks like the South African prime rate and Euribor659 PART II Item 15. Controls and Procedures Management concluded that the company's disclosure controls and internal financial reporting controls were effective - Management concluded that the company's disclosure controls and procedures were effective as of February 28, 2022674 - Based on the COSO framework, management assessed the company's internal control over financial reporting as effective as of February 28, 2022679 Item 16. Corporate Governance and Other Disclosures This section details audit committee composition, accountant fees, and a change in the certifying accountant - The board of directors has determined that Siew Koon Lim qualifies as an 'audit committee financial expert'683 - The company has adopted a code of business conduct and ethics applicable to all employees, officers, and directors684 Principal Accountant Fees (KPMG LLP) | Fee Category (ZAR thousands) | FY 2022 | FY 2021 | | :--- | :--- | :--- | | Audit fees | 12,364 | 11,139 | | Tax fees | - | - | | All other fees | - | - | | Total | 12,364 | 11,139 | - The company's independent auditor, KPMG LLP, declined to stand for re-election and Ernst & Young LLP was appointed as the new auditor for FY2023688689 PART III Item 18. Financial Statements This section presents the audited consolidated financial statements for the past three fiscal years Consolidated Statement of Financial Position (ZAR thousands) | Account | As of Feb 28, 2022 | As of Feb 28, 2021 | | :--- | :--- | :--- | | Total Assets | 3,089,601 | 2,915,143 | | Total Non-Current Assets | 1,974,475 | 1,588,204 | | Total Current Assets | 1,115,126 | 1,326,939 | | Total Equity and Liabilities | 3,089,601 | 2,915,143 | | Total Equity | 2,174,181 | 1,282,446 | | Total Liabilities | 915,420 | 1,632,697 | | Total Non-Current Liabilities | 291,297 | 198,430 | | Total Current Liabilities | 624,123 | 1,434,267 | Consolidated Statement of Profit and Loss (ZAR thousands) | Account | FY 2022 | FY 2021 | FY 2020 | | :--- | :--- | :--- | :--- | | Revenue | 2,746,151 | 2,290,543 | 1,941,893 | | Gross Profit | 1,823,590 | 1,620,020 | 1,367,123 | | Operating Profit | 699,125 | 726,562 | 630,922 | | Profit Before Taxation | 682,083 | 696,048 | 616,683 | | Profit for the year | 476,607 | 497,420 | 443,526 | | Basic and Diluted EPS (ZAR) | 15.24 | 15.65 | 14.26 |