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SVB - Silverbridge Holdings Limited - Condensed unaudited interim group

Release Date: 27/02/2012 17:30
Code(s): SVB
Wrap Text

SVB - Silverbridge Holdings Limited - Condensed unaudited interim group financial statements for the 6 month period ended 31 December 2011 SILVERBRIDGE HOLDINGS LIMITED INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA (REGISTRATION NUMBER 1995/006315/06) SHARE CODE: SVB ISIN: ZAE000086229 ("SILVERBRIDGE" OR "THE GROUP") CONDENSED UNAUDITED INTERIM GROUP FINANCIAL STATEMENTS for the 6 month period ended 31 December 2011 GROUP PROFILE SilverBridge offers clients in the financial services industry reliable solutions that aim to simplify their operations by enabling and improving their business processes. We achieve this by implementing our system platforms and customising them to meet client needs. The valuable experience we have gained through our existing African footprint and strategic partnerships positions us well to take advantage of opportunities while making life insurance simpler. Exergy is our flagship platform that enables core back office policy administration in the life assurance industry. The broader Exergy solution package has specific applications which can be customised to suit the needs of a long-term insurer. We use solution design to address more than just customisation of existing products and contract information - it allows our clients to drive their strategic business objectives efficiently. Our approach is to identify and define strategic customer business objectives, translate those to IT requirements and to implement winning, long-term solutions. SilverBridge Holdings Limited and SilverBridge Software Solutions (Proprietary) Limited are jointly branded as SilverBridge. FINANCIAL HIGHLIGHTS The Group has changed its year end to 30 June to be more closely aligned to the natural selling and delivery cycles of the business and to facilitate more efficient planning and budgeting processes. This is the first time the Group is reporting on the six month interim results for the period ending 31 December. Comparative numbers are the last reported interim results for the six month period ending 31 August 2010. SilverBridge has improved its results in the last six months and reported a profit, compared to the loss for the sixteen month period ended June 2011. This indicates the beginning of a turnaround after the consolidation, integration, exiting of loss making projects and refocusing on the core business of software solutions for the life insurance industry. Costs have been reduced and revenue as well as the quality of revenue has improved. We have grown our annuity revenue base and reduced research and development costs. Despite the improvements, margins are still under pressure as SilverBridge adapts to providing services within the Tier 1 market. OPERATIONAL HIGHLIGHTS We are pleased to report that we have secured Nedgroup Life as a client, following a solution design consulting project. We will be replacing their life policy administration platform over the next 3 years. The Absa implementation is progressing well. In addition, we implemented our standardised offering, Exergy2Go, for two new smaller clients in a matter of weeks and they are currently customising it to meet their requirements under our guidance. We are doing business in a highly complex environment. Our operational focus continues to be: - On creating efficiency tools and making implementations less complex - On improving end to end implementation and support processes to improve quality - Adapting to dealing with Tier 1 clients Unaudited Condensed Consolidated Statement of Comprehensive Income for the 6 month period ending 31 December 2011 Unaudited Unaudited Audited 6 months 6 months 16 months ended ended ended
31 December 31 August 30 June Percentage 2011 2010 2011 Change R`000 R`000 R`000 % Revenue 47 578 52 162 121 042 (9%) Other income 481 55 1 074 Operating expenses (44 956) (50 664) (125 120) (11%) Operating 3 103 1 553 (3 004) 100% profit/(loss) Impairment loss - - (27 689) recognised on intangible assets Loss on sale of (76) - - associate Fair value - - 11 737 adjustment Finance income 81 435 396 Finance expense (36) (1) (14) Share of loss in - - (34) associate Profit/(loss) 3 072 1 987 (18 608) 55% before taxation Taxation (1 012) (9) (5 656) Profit/(loss) and 2 060 1 978 (24 264) 4% total comprehensive income for the period Net profit/(loss) and total comprehensive income attributable to: Equity holders of 2 060 1 136 (24 782) 81% the parent Non-controlling - 842 518 (100%) interest 2 060 1 978 (24 264) 4%
Number of shares in 34 675 34 675 34 675 0% issue (`000) Weighted average 34 675 34 675 34 675 0% number of shares in issue (`000) Diluted weighted average number of shares (`000) Basic 5.9 3.3 (71.5) 79% earnings/(loss) per share (cents) Headline earnings 6.1 3.3 8.5 85% per share (cents) Diluted 5.5 3.2 (71.5) 72% earnings/(loss) per share (cents) Diluted headline 5.6 3.2 8.5 75% earnings per share (cents) Reconciliation of headline and diluted headline earnings Basic and diluted 2 060 1 136 (24 782) earnings/(loss) Impairment of - - 27 689 goodwill Adjusted for (11) - 36 (gain)/loss on disposal of equipment Adjusted for loss 76 - - on disposal of associate Headline and 2 125 1 136 2 943 87% diluted headline earnings Unaudited Condensed Consolidated Statement of Financial Position as at 31 December 2011 Unaudited Unaudited Audited
as at as at as at 31 December 31 August 30 June 2011 2010 2011 Notes R`000 R`000 R`000
ASSETS Non-Current Assets Equipment 2 722 3 068 2 435 Intangible assets 13 293 29 766 14 103 Investment in associate - 110 76 Deferred tax assets - 4 432 792 Total Non-Current Assets 16 015 37 376 17 406 Current Assets Income tax receivable 1.2 6 122 5 804 5 548 Revenue recognised not yet 1.3 1 316 8 799 530 invoiced Trade and other 10 029 16 231 11 450 receivables Cash and cash equivalents 8 130 11 353 16 500 Total Current Assets 25 597 42 187 34 028 Total Assets 41 612 79 563 51 434 EQUITY AND LIABILITIES Capital and Reserves Issued capital 348 348 348 Share premium 11 871 11 871 11 871 Treasury shares (197) (197) (197) Share based payment 1 181 279 757 reserve Retained earnings 16 765 41 249 14 705 Total equity attributable 29 968 53 550 27 484 to equity holders of the parent Non-controlling interest - 4 724 - Total Equity 29 968 58 274 27 484 Non-Current Liabilities Deferred tax liability 40 - - Total Non-Current 40 - - Liabilities Current Liabilities Deferred revenue 1.3 420 3 537 9 098 Trade and other payables 1.4 11 184 17 752 14 852 Total Current Liabilities 11 604 21 289 23 950 Total Equity and 41 612 79 563 51 434 Liabilities
Net asset value per share 86.4 168.1 79.3 (cents) Net tangible asset value 48.1 82.2 38.6 per share (cents) Unaudited Condensed Consolidated Statement of Changes in Equity for the 6 month period ended 31 December 2011 Issued Share Treasury Share capital premium shares based
payment reserve R`000 R`000 R`000 R`000 Balance at 1 March 2010 348 11 871 (197) 91 Total comprehensive income for the period Profit or loss - - - - Other comprehensive income - - - - Total comprehensive income - - - - for the period Transactions with owners, recorded directly in equity Contributions by and distributions to owners Equity settled share based - - - 188 payment Dividend paid by holding - - - - company Total contributions by and - - - 188 distributions to owners Changes in ownership interests in subsidiaries that do not result in a loss of control Total transactions with - - - 188 owners Balance at 31 August 2010 348 11 871 (197) 279 Total comprehensive income for the period Profit or loss - - - - Other comprehensive income - - - - Total comprehensive income - - - - for the period Transactions with owners, recorded directly in equity Contributions by and distributions to owners Equity settled share based - - - 501 payment Minority interest in dividend - - - - payment by subsidiary Dividend payment by holding - - - - company Transfer of reserve of share - - - (23) options that did not vest Total contributions by and - - - 478 distributions to owners Changes in ownership interests in subsidiaries that do not result in a loss of control Acquisition of 49% non- - - - - controlling interest Total transactions with - - - 478 owners Balance at 30 June 2011 348 11 871 (197) 757 Total comprehensive income for the period Profit or loss - - - - Other comprehensive income - - - - Total comprehensive income - - - - for the period Transactions with owners, recorded directly in equity Contributions by and distributions to owners Equity settled share based - - - 424 payment Total contributions by and - - - 424 distributions to owners Changes in ownership interests in subsidiaries that do not result in a loss of control Total transactions with - - - 424 owners Balance at 31 December 2011 348 11 871 (197) 1 181 Retained Total Non- Total
earnings controlling equity interest R`000 R`000 R`000 R`000 Balance at 1 March 2010 41 798 53 911 3 881 57 792 Total comprehensive income for the period Profit or loss 1 136 1 136 843 1 979 Other comprehensive income - - - - Total comprehensive income 1 136 1 136 843 1 979 for the period Transactions with owners, recorded directly in equity Contributions by and distributions to owners Equity settled share based - 188 - 188 payment Dividend paid by holding (1 685) (1 685) - (1 685) company Total contributions by and (1 685) (1 497) - (1 497) distributions to owners Changes in ownership interests in subsidiaries that do not result in a loss of control Total transactions with (1 685) (1 497) - (1 497) owners Balance at 31 August 2010 41 249 53 550 4 724 58 274 Total comprehensive income for the period Profit or loss (24 233) (24 233) (325) (24 558) Other comprehensive income - - - - Total comprehensive income (24 233) (24 233) (325) (24 558) for the period Transactions with owners, recorded directly in equity Contributions by and distributions to owners Equity settled share based - 501 - 501 payment Minority interest in - - (2 450) (2 450) dividend payment by subsidiary Dividend payment by (1 733) (1 733) - (1 733) holding company Transfer of reserve of 23 - - - share options that did not vest Total contributions by and (1 710) (1 232) (2 450) (3 682) distributions to owners Changes in ownership interests in subsidiaries that do not result in a loss of control Acquisition of 49% non- (601) (601) (1 949) (2 550) controlling interest Total transactions with (2 311) (1 833) (4 399) (6 232) owners Balance at 30 June 2011 14 705 27 484 - 27 484 Total comprehensive income for the period Profit or loss 2 060 2 060 - 2 060 Other comprehensive income - - - - Total comprehensive income 2 060 2 060 - 2 060 for the period Transactions with owners, recorded directly in equity Contributions by and distributions to owners Equity settled share based - 424 - 424 payment Total contributions by and - 424 - 424 distributions to owners Changes in ownership interests in subsidiaries that do not result in a loss of control Total transactions with - 424 - 424 owners Balance at 31 December 16 765 29 968 - 29 968 2011
Unaudited Condensed Consolidated Statement of Cash Flows for the 6 month period ended 31 December 2011 Unaudited Unaudited Audited 6 months 6 months 16 months
ended ended ended 31 December 31 August 30 June 2011 2010 2011 R`000 R`000 R`000
Cash (utilised)/generated (6 626) 1 334 17 704 from operations Interest received 81 231 396 Interest paid (36) (1) (14) Minority interest in - - (2 450) dividends paid by subsidiary Taxation paid (754) (903) (2 821) STC paid - - (500) Net cash (outflow)/inflow (7 335) 661 12 315 from operating activities Cash flows from investing activities Plant and equipment acquired (1 055) (1 440) (2 174) to expand operations Proceeds from sale of 20 - 55 equipment Acquisition of Ones & Zeros - - (600) Capitalisation of development - (2 300) (5 797) costs Net cash outflow from (1 035) (3 740) (8 516) investing activities Cash flows from financing activities Dividends paid to equity - - (1 731) holders of the parent Net cash outflow from - - (1 731) financing activities
Net (decrease)/increase in (8 370) (3 079) 2 068 cash and cash equivalents Cash and cash equivalents at 16 500 14 432 14 432 the beginning of the period Cash and cash equivalents at 8 130 11 353 16 500 the end of the period Unaudited Condensed Segment Reports for the 6 month period ended 31 December 2011 Reportable segment report Total Support Implementation services services
R`000 R`000 R`000 Unaudited 6 months ended 31 December 2011 Total revenue 47 578 20 567 9 184 Segment revenue inter-company - - - Segment revenue external 47 578 20 567 9 184 Direct segment cost (27 982) (14 813) (6 660) Cost capitalised - - - Segment gross profit 19 596 5 754 2 524 Segment gross profit % 41% 28% 27% Indirect segment cost (15 356) (8 129) (3 655) Segment result 4 240 (2 375) (1 131) Unallocated expenses * (1 618) Other income 481 Operating profit 3 103 Loss on sale of associate (76) Finance income 81 Finance expense (36) Income tax expense (1 012) Profit for the period 2 060 Research & Consulting Software rental development income & other R`000 R`000 R`000
Unaudited 6 months ended 31 December 2011 Total revenue - 660 **17 167 Segment revenue inter-company - - - Segment revenue external - 660 17 167 Direct segment cost (6 089) (420) - Cost capitalised - - - Segment gross profit (6 089) 240 17 167 Segment gross profit % 36% 100% Indirect segment cost (3 342) (230) - Segment result (9 431) 10 17 167 Unallocated expenses * Other income Operating profit Loss on sale of associate Finance income Finance expense Income tax expense Profit for the period * Unallocated expenses relate to costs incurred at a corporate level. ** Software rental includes a license fee of R2.4 million Assets and liabilities The assets and liabilities of the Group are organised and managed at a corporate business support level. As the assets and liabilities contribute at a corporate level, it is not practical to determine a reasonable allocation of the assets and liabilities to the business segments. Total Implementation Support services services
R`000 R`000 R`000 Unaudited 6 months ended 31 August 2010 Total revenue 52 657 19 396 7 800 Segment revenue inter-company (495) - - Segment revenue from external 52 162 19 396 7 800 clients Direct segment cost (33 737) (12 877) (7 024) Cost capitalised 2 300 - - Segment gross profit 20 725 6 519 776 Indirect segment cost (14 424) (6 650) (3 825) Segment result 6 301 (131) (3 049) Unallocated expenses * (4 748) Operating profit 1 553 Finance income 435 Finance expense (1) Share of profit in associate - Income tax expense (9) Profit for the period 1 978 Research & Consulting Software
rental development income & other R`000 R`000 R`000 Unaudited 6 months ended 31 August 2010 Total revenue 30 12 539 **12 892 Segment revenue inter-company (30) (465) - Segment revenue from external - 12 074 12 892 clients Direct segment cost (5 686) (8 150) - Cost capitalised 2 300 - - Segment gross profit (3 386) 3 924 12 892 Indirect segment cost (1 922) (2 027) - Segment result (5 308) 1 897 12 892 Unallocated expenses * Operating profit Finance income Finance expense Share of profit in associate Income tax expense Profit for the period * Unallocated expenses relate to costs incurred at a corporate level. ** Software rental includes a license fee of R2.5 million Assets and liabilities The assets and liabilities of the Group are organised and managed at a corporate business support level. As the assets and liabilities contribute at a corporate level, it is not practical to determine a reasonable allocation of the assets and liabilities to the business segments. Total Implementation Support services services R`000 R`000 R`000 Audited 16 months ended 30 June 2011 Total revenue 126 253 42 344 24 158 Segment revenue inter-company (5 211) (477) - Segment revenue from external 121 042 41 867 24 158 clients Direct segment cost (77 339) (30 585) (17 410) Cost capitalised 5 797 - - Segment gross profit 49 500 11 282 6 748 Indirect segment cost (41 686) (16 486) (9 384) Segment result 7 814 (5 204) (2 636) Unallocated expenses ** (10 818) Operating loss (3 004) Impairment loss (27 689) (1 819) (1 819) Fair value adjustment 11 737 1 467 1 467 Finance income 396 Finance expense (14) Share of loss in associate (34) Income tax expense (5 656) Loss for the period (24 264)
Research & Consulting Software rental development income & other R`000 R`000 R`000
Audited 16 months ended 30 June 2011 Total revenue - 20 442 **39 309 Segment revenue inter-company - (4 734) - Segment revenue from external - 15 708 39 309 clients Direct segment cost (18 939) (10 405) - Cost capitalised 5 797 - - Segment gross profit (13 142) 5 303 39 309 Indirect segment cost (10 208) (5 608) - Segment result (23 350) (305) 39 309 Unallocated expenses ** Operating loss Impairment loss (4 719) (8 421) (10 911) Fair value adjustment - - 8 803 Finance income Finance expense Share of loss in associate Income tax expense Loss for the period * Unallocated expenses relate to costs incurred at a corporate level. * Software rental includes a license fee of R7.3 million Assets and liabilities The assets and liabilities of the Group are organised and managed at a corporate business support level. As the assets and liabilities contribute at a corporate level, it is not practical to determine a reasonable allocation of the assets and liabilities to the business segments. COMMENTARY 1. ACCOUNTING POLICIES 1.1 Basis of presentation The accounting policies applied in the preparation of these condensed interim financial statements, which are based on reasonable judgments and estimates, are in accordance with International Financial Reporting Standards ("IFRS") and are consistent with those applied in the annual financial statements for the year ended 30 June 2011. These condensed financial statements as set out in this report have been prepared in terms of the AC500 series, IAS 34 - Interim Financial Reporting, the Companies Act and the Listings Requirements of JSE Limited. The interim results have not been audited or reviewed by the Group`s auditors. 1.2 Income tax receivable Unaudited Unaudited Audited 6 months 6 months 16 months
ended ended ended 31 December 31 August 30 June 2011 2010 2011 R`000 R`000 R`000
Income tax receivable 1 324 1 234 750 With-holding tax 4 798 4 570 4 798 certificates Income tax receivable 6 122 5 804 5 548 1.3 Deferred revenue and revenue recognised not yet invoiced Deferred revenue and revenue recognised but not yet invoiced refers to the timing difference between recognition of revenue and invoicing to the client based on the contracts. The Group is in a net asset position which means the group recognised more revenue than invoiced and received. Unaudited Unaudited Audited 6 months 6 months 16 months
ended ended ended 31 December 31 August 30 June 2011 2010 2011 R`000 R`000 R`000
Current asset Revenue recognised not yet 1 316 8 799 530 invoiced Current liability Deferred revenue (420) (3 537) (9 098) Net asset/(liability) 896 5 262 (8 568) 1.4 Trade and other payables Unaudited Unaudited Audited
6 months 6 months 16 months as at as at as at 31 December 31 August 30June 2011 2010 2011
R`000 R`000 R`000 Trade payables 1 685 2 019 1 744 Withholding tax rebate 3 955 4 477 4 798 payable VAT payable 467 305 1 273 Leave accrual 1 629 1 465 2 077 Liability on capital - 27 31 reduction Liability on dividend - 1 712 - payment Other payables (accruals) 2 185 6 061 2 979 Ones & Zeros purchase price 1 263 - 1 950 liability Acczone purchase price - 1 686 - liability Total 11 184 17 752 14 852 2. CORPORATE ACTIVITY 2.1 Changes to the board Mr. Andile Sangqu resigned as board member and chairman with effect from 31 December 2011. Mr. Robert Emslie, an existing independent non-executive director was appointed as chairman with effect from 1 January 2012. 2.2 Dividends and Capital distribution No dividend or capital distribution was declared for the period under review. 2.3 Disposal of associate The investment of twenty five percent (25%) in Silburn Drake Staff Connections (Proprietary) Limited, reported on previously as an associate, was sold for R1 on 17 November 2011 to the majority shareholders. The investment of R67 479 created through the equity method of accounting was written off as a loss. 2.4 Subsequent events No events occurred subsequent to the period end that would require the interim financial statements to be adjusted. FINANCIAL RESULTS AND PERFORMANCE The group reported a turnaround in its results for the six months ended 31 December 2011. Although the results are not at previously achieved levels, the turnaround indicates that the actions taken and renewed focus on our core business is producing positive results. As reported, we redesigned our implementation approach and integrated all our operating companies into a single operating company. Management structures have been consolidated to ensure focus and reduce overhead costs. Segmental review Unallocated costs - Unallocated costs represent our listing and corporate costs. The corporate centre was however, also integrated into operations and therefore does not include any executive salary costs. These costs have been allocated to the segments, lowering their profit margins in the current results. Consulting -The consulting business is now fully integrated into the operations and is focused on solution design for our life insurance clients. In future, we will report on solution design revenue as part of the implementation segment. Implementation - Implementation revenue is project based and relates to the implementation of our solutions for clients. We have improved project management and overall service delivery but are still adapting to providing services to the Tier 1 market. We are pleased with our reported revenue but margins are still under pressure. The Absa implementation is ongoing and will extend into the new financial year. The market is responding positively to our presence in the Tier 1 segment and a solution design project done for Nedgroup Life is included. Support - Support income is monthly contracted income and is annuity based. Revenue levels were maintained with profit margins slightly below our expected margins as a result of general pressure and in some instances, inefficient service delivery Software rental - Software rental is annuity based. It grows with new clients and system usage by each client - based on the number of contracts or policies administered. It typically grows slowly over time. Revenue includes a license fee of R 2.4 million. Excluding license fees, rental revenue growth came mainly from new clients. Research and development - Research and development costs were reduced to levels on par with those achieved prior to the Acczone acquisition. We focused our development on building assets that support more efficient implementation of our life insurance platform (Exergy). We suspended all development work on the Acczone loan administration product. We did not capitalise any research and development costs. Currently, our development capacity is mostly being utilised by ongoing implementations. GROUP OUTLOOK The changing environment within our target market continues to present new opportunities as financial service institutions search for ways to reduce costs and improve services to their clients. We continue to see financial service providers increasing their focus on improving relationships with their clients, driving internal efficiencies and differentiating their products as a means to capture and retain market share. SilverBridge remains well positioned to meet these needs. The outlook for the Group remains positive. The group has been restructured, refocused, simplified and in the process the overall cost structure of the group was reduced. Our ability to make implementations simpler and improve quality is key to delivering solutions. We are busy with some major implementations and are also securing new business. Building our annuity revenue is an ongoing goal and our focus is therefore directed at understanding and empowering our clients and on effective implementations. On behalf of the board of directors Robert Emslie Jaco Swanepoel Chairman Chief Executive Officer Pretoria 27 February 2012 CORPORATE INFORMATION DIRECTORS OF SILVERBRIDGE HOLDINGS Robert Emslie (Chairman)**, Jaco Swanepoel (CEO), Jeremy de Villiers **, Dinga Madubela*, Tyrrel Murray*,Sandra Duetsch*, Jaco Maritz (FD), Sphelele Sangweni***(All the directors are South African citizens). * Non-executive **Independent non-executive ***Alternate director REGISTERED OFFICES First Floor, Castle View North 495 Prieska Street, Erasmuskloof, Pretoria, 0048 (PO Box 11799, Erasmuskloof, 0048) COMPANY SECRETARY Fusion Corporate Secretarial Services (Proprietary) Limited represented by Melinda Gous 43 Sovereign Road, Route 21 Corporate Park, Irene, Pretoria, Gauteng (PO Box 68528, Highveld, 0169) LEGAL ADVISERS Gildenhuys Lessing Malatji Inc. (Registration number: 1997/002114/21) GLMI House Harlequins Office Park, 164 Totius Street, Groenkloof (PO Box 619, Pretoria, 0001) GROUP AUDITORS: KPMG Inc. (Registration number: 1999/021543/21) KPMG Forum, 1226 Schoeman Street, Hatfield (PO Box 11265, Hatfield, 0028) TRANSFER SECRETARIES Computershare Investor Services (Proprietary) Limited (Registration number: 2004/003647/07) 70 Marshall Street, Johannesburg, (Call centre: 0861 100 634) (PO Box 61051, Marshalltown, 2107) DESIGNATED ADVISER Merchantec (Proprietary) Limited (Registration number: 2008/027362/07) Second Floor, North Block Hyde Park Office Tower, Corner 6th Road and Jan Smuts Avenue, Hyde Park (PO Box 41480, Craighall, 2024) Date: 27/02/2012 17:30:02 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. 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