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IQG - IQuad Group Limited - Reviewed Preliminary Condensed Financial Statements

Release Date: 04/05/2011 16:44
Code(s): IQG
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IQG - IQuad Group Limited - Reviewed Preliminary Condensed Financial Statements for year ended 28 February 2011 IQuad Group Limited (Incorporated in the Republic of South Africa) Registration number 2004/025177/06 Share code: IQG ISIN: ZAE000101622 ("IQuad", "the Company" or "the Group") REVIEWED PRELIMINARY CONDENSED FINANCIAL STATEMENTS FOR YEAR ENDED 28 FEBRUARY 2011 Highlights Commentary on the full year results for the period ended 28 February 2011 General comments and prospects IQuad experienced improved performance in the second half of the year under review; however, full-year results remain disappointing with headline earnings of R10.2m, a decline of 20.9% from the R12.9m achieved in 2010. It is encouraging to note that the recent economic downturn is showing signs of recovery and while the turnaround has been slower than expected, we are seeing an increased appetite from clients to take on new investment projects. Organic growth prospects The key insights gained in reviewing our 2011 results are summarised below and are further explained in the segmental commentary that follows: 1 Our incentives business performed below 2010 levels, achieving full year profits of R7.2m (2010: R11.6m). This underperformance is largely attributed to a reduction in revenue in our incentive consulting services division as a result of the transition from the old Small Medium Enterprise Development Programme ("SMEDP")to the new Enterprise Investment Programme ("EIP"). 2 Our verification business which is largely made up of Black Economic Empowerment ("BEE") consulting and verification services experienced a widening of losses from R1.2m in 2010 to R1.9m in 2011, despite a substantial increase in revenue. We have embarked on a restructuring of our business model to reduce operating costs. 3 Our global trade business reported excellent growth with full year profit of R9.1m achieved (2010: R6.1m). A major portion of this growth came from customs duty recovery services for clients combined with a consistent performance from our treasury operation. 4 Group costs for the period under review have been negatively affected by restructuring and relocation costs. Acquisitive growth prospects During the period under review we finalised the acquisition of 100% of the shareholding in Kagiso Treasury Solutions ("Kagiso"). This operation is in the process of being integrated into our existing treasury outsourcing operations. Post the acquisition, IQuad`s treasury division is one of the largest, independent treasury operations in the country both in terms of clients serviced and transactions processed. The Group also acquired the remaining 26% in Export Credit Exchange (Pty) Ltd ("ECE"), taking its total shareholding to 100%. Our objective is to be the preferred supplier of high impact strategic outsource and compliance services to businesses and we will continue to seek out growth opportunities through suitable acquisitions that have a good fit with our core strategy. The identification of suitable and sizeable acquisitions is one of our key objectives over the next 12 months. The Group has accordingly decided not to pay a final dividend for 2011 and will instead invest surplus funds into current and future business opportunities that meet our investment criteria. The Group presently has a number of investment opportunities at various stages of consideration. Goodwill impairment Given the uncertainty surrounding the rate of recovery of the underlying economy, management deemed it appropriate to review the carrying value of our goodwill. This resulted in a goodwill impairment of R25.2m during the year under review. Our goodwill carrying value has been re-assessed at year end and no further adjustments were required. Segment report Investment incentives As noted above, this business pillar achieved results lower than the prior year due to a decline in revenue from our incentive consulting services. The reduction in revenue is largely attributable to the accelerated SMEDP payments by the Department of Trade and Industry ("DTI") in the second half of the previous financial year, which created a revenue gap between the old SMEDP and the new EIP programme. Despite the below par financial results, there were some notable positive developments in the past 12 months: 1 The DTI launched the Automotive Incentive Scheme ("AIS"), an incentive that targets the automotive industry and which forms part of the new Automotive Production and Development Programme due to be implemented in 2013. We have submitted a total of 42 incentive applications under this scheme in the past year which await DTI approval. 2 The S12I tax incentive has been launched which targets large projects and provides additional tax allowances of up to R900m for investors. 3 A total of 288 EIP incentive applications were submitted in the past year compared with 253 in 2010. Results from our Export Credit Exchange division, which is involved in the trading of Motor Industry Development Programme ("MIDP") Import Rebate Credit Certificates ("IRCC"), were in line with expectations. The automotive industry is showing signs of sustained recovery which should have a positive impact on the IRCC market. Global trade services This business pillar returned an exceptional performance due to record revenue levels and reduced overhead costs in their duty recovery activities. Profitability from treasury outsourcing services was consistent with the previous year, despite reduced trade volumes as a result of continued rand strength. We are satisfied that we have maintained our existing client base and taken on new business despite the trying economic environment. Annuity income comprises 73% of total income in this business pillar and is made up of fixed and commission-based fees. Performance income is directly linked to the results that we achieve on behalf of our clients and we have shown 19% growth in revenue in this area of our business despite a reduction in currency under management. Business development Our business development activities are primarily centred on providing ISO management systems implementation and consulting, and specialised IT solutions for the financial and retail sectors. Our focus over the last year has been to stabilise this business segment and to curtail historical loss trends. Good progress has been made in our technologies business mainly due to our involvement in a strategic payment solution for one of the major banks. This project is expected to provide good levels of annuity income for the next two to three years and serve as a platform to solidify and expand the business. Audit and verification Our BEE verification business unit has once again shown substantial growth, with full year revenue increasing by more than 100% on the previous year. Unfortunately, this revenue growth has come without a resulting improvement in the profitability of the business necessitating a re-evaluation of the business structure. We have embarked on a restructuring process to improve efficiency and reduce fixed overheads. These restructuring plans are in the process of being implemented and we are positive that the decisive action taken will see a marked improvement in the profitability of this business segment. We continue to see a steady demand for new verification work in spite of the difficult economic conditions. Cash flow The Group generated R5.6m cash from its operating activities after investing a further R1.95m in working capital. Cash raised from the sale of a portion of the Port Elizabeth property was mainly utilised for the Kagiso and ECE acquisitions and reduction in the mortgage bond. Dividends of R8.5m were paid during the year compared with R6.7m in 2010. Acknowledgement Finally, we would like to express our appreciation to management and staff for their dedicated commitment and assistance over the last year. Consolidated statement of financial position Reviewed Audited 28-Feb-11 28-Feb-10
R000 R000 Assets Non-current assets 111 428 120 393 Investment property 14 434 13 091 Property, plant and equipment 14 163 12 694 Goodwill 65 524 87 006 Intangible assets 4 430 2 930 Deferred tax assets 9 599 3 672 Loan receivable 3 278 1 000 Current assets 33 660 35 523 Work in progress 1 927 1 997 Current tax assets 676 496 Trade and other receivables 26 408 25 150 Loan receivable - 584 Amounts owing by associates and joint venture 787 117 Cash and cash equivalents 3 862 7 179 Non-current assets held for sale - 16 328 Total assets 145 088 172 244 Equity and liabilities Equity and reserves 108 792 137 967 Share capital 101 200 103 867 Share reserve (369) (3 036) Accumulated profits 9 776 35 123 Share capital and reserves 110 607 135 954 Non-controlling interest (1 815) 2 013 Non-current liabilities 15 279 21 102 Operating lease liability 421 606 Deferred tax liabilities 560 406 Borrowings 14 298 20 090 Current liabilities 21 017 12 813 Current tax liabilities 304 129 Trade and other payables 12 064 11 053 Provisions 25 229 Dividend payable 750 - Borrowings 7 874 1 402 Liabilities of disposal groups - 362 Total liabilities 36 296 34 277 Total equity and liabilities 145 088 172 244 Consolidated statement of comprehensive income Reviewed Audited 28-Feb-11 28-Feb-10 R000 R000 Revenue 85 628 79 970 Cost of services rendered (38 625) (36 010) Gross profit 47 003 43 960 Other operating income 601 166 Operating expenses (62 365) (26 167) Operating (loss)/profit (14 761) 17 959 Investment income 3 553 4 231 Share of losses from associates and joint venture - (124) Finance costs (2 099) (2 423) (Loss)/profit before taxation (13 307) 19 643 Taxation (4 062) (6 315) (Loss)/profit for the year (17 369) 13 328 Exchange differences on translating foreign operation - (30) Total comprehensive (loss)/income for the year (17 369) 13 298 (Loss)/profit for the year attributable to: (17 369) 13 328 Non-controlling interests (1 800) (831) Equity shareholders of the Company (15 569) 14 159 Total comprehensive (loss)/income for the year attributable to: (17 369) 13 298 Non-controlling interests (1 800) (831) Equity shareholders of the Company (15 569) 14 129 Basic and diluted (loss)/earnings per ordinary share (cents) (56,9) 50,6 Weighted average number of shares in issue (`000) 27 382 27 979 Consolidated statement of changes in equity Attributable to equity shareholders of the Company Share Share Treasury Total share capital premium shares capital
R000 R000 R000 R000 Balance at 1 March 2009 - audited 3 104 412 (548) 103 867 Total comprehensive income for the year - - - - Adjustments to contingent - - - - considerations Dividends - - - - Disposal of shares in subsidiaries - - - - Other movements in non-controlling interests - - - - Balance at 1 March 2010 - audited 3 104 412 (548) 103 867 Total comprehensive loss for the year - - - - Treasury shares - - (2 667) (2 667) Non-controlling interest acquired in existing subsidiary - - - - Dividends - - - - Other movements in non- controlling interests - - - - Balance at 28 February 2011 - reviewed 3 104 412 (3 215) 101 200 Consolidated statement of changes in equity (continued) Attributable to equity shareholders of the Company Foreign Share Total Accumu- currency reserve reserves lated
trans- profits lation reserve R000 R000 R000 R000
Balance at 1 March 2009 - audited 30 - 30 27 087 Total comprehensive income for the year (30) - (30) 14 159 Adjustments to contingent considerations - (3 036) (3 036) - Dividends - - - (6 123) Disposal of shares in subsidiaries - - - - Other movements in non-controlling interests - - - -
Balance at 1 March 2010 - audited - (3 036) (3 036) 35 123 Total comprehensive loss for the year - - - (15 569) Treasury shares - 2 667 2 667 - Non-controlling interest acquired in existing subsidiary - - - (1 993) Dividends - - - (7 785) Other movements in non-controlling interests - - - -
Balance at 28 February 2011 - reviewed - (369) (369) 9 776 Consolidated statement of changes in equity (continued) Attributable to equity shareholders of the
Company Total Non-controlling Total interests equity R000 R000 R000
Balance at 1 March 2009 - audited 130 984 5 124 136 108 Total comprehensive income for the year 14 129 (831) 13 298 Adjustments to contingent considerations (3 036) - (3 036) Dividends (6 123) (500) (6 623) Disposal of shares in subsidiaries - (1 777) (1 777) Other movements in non-controlling interests - (3) (3)
Balance at 1 March 2010 - audited 135 954 2 013 137 967 Total comprehensive loss for the year (15 569) (1 800) (17 369) Treasury shares - - - Non-controlling interest acquired in existing subsidiary (1 993) (331) (2 324) Dividends (7 785) (1 456) (9 241) Other movements in non-controlling interests - (241) (241)
Balance at 28 February 2011 - reviewed 110 607 (1 815) 108 792 Consolidated statement of cash flows Reviewed Audited
28-Feb-11 28-Feb-10 R000 R000 Cash flows from operating activities 5 618 7 444 Cash generated from operations 12 525 18 610 Investment income 3 303 2 057 Finance costs (2 066) (2 632) Taxation paid (8 144) (10 591) Cash flows from investing activities 2 143 2 962 Additions to investment property (1 343) - Acquisition of property, plant and equipment (1 987) (7 778) Proceeds on disposal of property, plant and equipment 51 250 Proceeds on disposal of non-current asset held for sale 11 800 10 000 Additions to non-current asset held for sale (1 100) - Acquisition of intangible assets (1 334) (1 429) Contingent considerations (paid)/received (265) 2 765 Cash (outflow)/inflow on disposal of subsidiaries (194) 2 344 Investment in subsidiaries (3 583) (3 161) Cash flow on consolidation of non-current asset held for sale 98 - Investment in associates - (29) Cash flows from financing activities (11 078) 4 058 Amounts advanced to associate (265) (330) Non-controlling interests` loans advanced (238) 1 064 Acquisition of non-controlling interest in existing subsidiary (2 324) - Loans receivable advanced - (406) Non-current borrowings (repaid)/advanced (6 231) 10 425 Current borrowings advanced 6 472 - Dividends paid (8 492) (6 695) (Decrease)/increase in cash and cash equivalents (3 317) 14 464 Cash and cash equivalents at beginning of the year 7 179 (7 285) Cash and cash equivalents at end of the year 3 862 7 179 Selected explanatory notes Basis of preparation and accounting policies The preliminary condensed financial statements have been compiled in accordance with IAS 34, Interim Financial Reporting and in compliance with the JSE Limited Listings Requirements. The accounting policies and critical accounting estimates and judgements applied to these financial statements are consistent with those applied for the year ended 28 February 2010, except for the following revised standards which are effective for the financial year beginning 1 March 2010: IFRS 3 (Revised), Business Combinations, and IAS 27 (Revised), Consolidated and Separate Financial Statements. The adoption of IFRS 3 (Revised) and IAS 27 (Revised) had no material effect on the results, other than as disclosed in the notes below and neither standard required any restatement of previously reported results. Review by auditor The Company`s auditors, PricewaterhouseCoopers Inc., have reviewed the preliminary condensed consolidated financial statements for the year ended 28 February 2011. Their unqualified report is available for inspection at the registered office of the Company. Non-current assets held for sale and liabilities of disposal group Reviewed Audited 28-Feb-11 28-Feb-10 R000 R000 Non-current assets held for sale Investment in subsidiary (NMT) - 4 035 Investment property - 12 293 - 16 328 Liabilities of disposal group Available for sale liabilities (NMT) - (362) During the previous financial year, the Group acquired National Money Transfer (Pty) Ltd ("NMT") with the intention to re-sell and as a result the investment and its related liabilities were disclosed as held for sale. The proposed disposal of NMT did not materialise and the subsidiary has been consolidated on the full method as prescribed in IAS 27. The note on acquisitions and disposals of subsidiaries below provides further information. The Group disposed of a portion of the investment property for R14m at a profit of R268 563. The purchase consideration was settled by the transfer of R11.8m in cash and the balance remains as a loan of R2.2m owing to the Group. Transfer of the property took place on 27 September 2010. Acquisition and disposals of subsidiaries On 1 March 2010, the Group acquired the remaining 26% non-controlling interest in Export Credit Exchange (Pty) Ltd for R2 324 000 in cash. This transaction did not result in a change in control and must be accounted for as an equity transaction as per IAS 27 (Revised). Under the previous IAS 27 this would have resulted in additional goodwill being recognised. On 1 December 2009 the Group increased its shareholding in NMT from 17% to 83%. The book and fair values of the net assets acquired in the NMT business combination on the date control was obtained, 1 December 2009, were as follows: NMT Book value Fair value R000 R000
Property, plant and equipment 1 1 Intangible assets - 2 733 Deferred tax - 1 492 Trade and other receivables 60 60 Cash and cash equivalents 140 140 Non-current liabilities (4 443) (109) Trade and other payables (1 313) (213) (5 555) 4 104
Non-controlling interest (698) Negative goodwill (105) Purchase price 3 301 The subsidiary was acquired with the intention to re-sell and accordingly met the criteria to be consolidated on the basis of recording the fair value of the assets and liabilities of the held for sale disposal group as a single investment during the previous year. Accordingly the subsidiary was disclosed as a non-current asset held for sale as at 28 February 2010. The proposed sale did not materialise and the subsidiary has subsequently been consolidated on the full method as prescribed in IAS 27 from 1 March 2010. The resulting business combination gave rise to negative goodwill of R104 704 which has already been taken into account in the prior year financial results when the non-current asset held for sale was adjusted to its fair value. The Group believes that NMT`s information technology services offers significant opportunities for growth. NMT provides a suite of financial service and payment platforms for the retail, banking and third-party payment sectors. The following net assets were fully consolidated into the Group on 1 March 2010: NMT
Book value Fair value R000 R000 Property, plant and equipment 1 1 Intangible assets - 2 350 Deferred tax - 1 613 Trade and other receivables 23 23 Cash and cash equivalents 98 98 Non-current liabilities (4 414) (80) Trade and other payables (1 694) (332) (5 986) 3 673 Non-current asset held for sale in 2010 financial year (4 035) Liabilities of disposal group 362 Cash and cash equivalents (98) Cash inflow on full consolidation of non-current asset held for sale (98) On 1 September 2010, the Group acquired a 100% interest in Kagiso Treasury Solutions (Pty) Ltd ("Kagiso") for R4 792 539. Kagiso offers treasury management and advisory services to corporate clients. The purchase price was partly settled in cash of R3 582 987. The balance of the purchase price is payable when a critical contract has been secured by Kagiso. This contingent consideration has been valued by Group management using statistical probabilities and is included in the purchase price allocation below. Goodwill of R3 471 557 arose on the transaction which relates to the future synergies that will result from the business combination. The Group believes that the Kagiso business combination will enhance the growth of the global trade business pillar through cost synergies. The book and fair values of the net assets acquired in the business combination are as follows: Kagiso Book value Fair value R000 R000 Property, plant and equipment 589 391 Intangible assets 1 105 1 188 Deferred tax 163 163 Trade and other receivables 1 491 1 457 Non-current liabilities (526) (526) Trade and other payables (1 594) (1 594) 1 228 1 079 Goodwill 3 472 Purchase consideration 4 551 Contingent consideration (968) Cash outflow on business combination 3 583 Revenue of R4.989m and losses of R0.356m have been included in the Group`s results. Total revenue of R10.137m and losses of R0.070m would have been included had the Group acquired the subsidiary on 1 March 2010. On 1 September 2010 the Group disposed of 35% of its interest in IQuad Finance Solutions (Pty) Ltd at a profit of R250 343. The book and fair value of the net assets disposed of are as follows: R000 Property, plant and equipment 8 Intangible assets 3 Loan from holding company (467) Shareholders loan (200) Trade and other receivables 167 Cash and cash equivalents 194 Trade and other payables (50) Deferred tax 95 Net assets disposed of (250) Group profit on disposal 250 Selling price - Cash and cash equivalents 194 Cash outflow on disposal of subsidiary 194 Goodwill Given the uncertainty in the rate of recovery of the global economy, management deemed it appropriate, as at the interim reporting date, to re-assess the assumptions that were used in the impairment testing done of goodwill. The impairment losses that arose and were reported in the interim results were ascertained by value-in-use calculations and pertain to the following cash- generating units: Reviewed Audited 28-Feb-11 28-Feb-10 R000 R000
IQuad Investment Incentives (Pty) Ltd 6 520 - IQuad Treasury Solutions (Pty) Ltd 10 518 - Other cash-generating units 8 175 233 25 213 233
Further impairment tests were done at year end using pre-tax discount rates that generally range between 28% and 32%. No further impairments were considered necessary. In performing these value-in-use calculations management estimated average long- term growth rates based on historical trends, taking into account inherent industry risk and specific management knowledge. Adjustments were made for the current prolonged market conditions. The period over which the projected cash flows were forecasted is five years. A reconciliation of the Group`s goodwill is provided below: Reviewed Audited 28-Feb-11 28-Feb-10 R000 R000
Balance at beginning of year 87 006 95 746 Additions through business combinations 3 472 - Impairments (25 213) (233) Adjustments to purchase price considerations 259 (6 692) Disposals of shares in subsidiaries - (1 815) Closing balance at end of year 65 524 87 006
The net carrying amount is represented by: Goodwill cost 93 919 90 188 Accumulated impairments (28 395) (3 182) Net carrying amount 65 524 87 006 Other significant matters An amount of R2 666 667, previously included in the share reserve, has been included in share capital. This relates to treasury shares acquired in a specific buy-back as approved by shareholders on 10 May 2010. Subsequent to the transfer of the property as described in the notes above, non- current borrowings reduced by R7.3m. Contingent asset Future revenue approximating R10m, relating to income to be earned from incentive applications submitted to regulatory authorities but still awaiting approval for payment as at the statement of financial position date, has not been recognised as income in these financial statements in accordance with the Group`s accounting policy on revenue recognition (2010: R13m). Subsequent events No material events have been identified subsequent to the statement of financial position date of the Group up to the date of this report, other than as disclosed in these condensed financial statements. Dividends IQuad has not declared a final dividend for the year ended February 2011 and will utilise its cash resources for current and future growth opportunities. Earnings, dividend and net asset value per share Reviewed Audited 28-Feb-11 28-Feb-10 Cents Cents
Headline earnings per share 37.3 46.2 Dividend per share Interim 8.0 8.0 Final - 20.0 8.0 28.0 Headline earnings are reconciled to earnings per the statement of comprehensive income as follows: Reviewed Audited
28-Feb-11 28-Feb-10 R000 R000 (Loss)/profit attributable to equity shareholders of the Company (15 569) 14 159 Goodwill impairments 25 213 233 Impairment of other intangible assets 977 - (Profit)/loss on disposal of property, plant and equipment (1) 27 Fair value adjustment on re-measurement of disposal group held for sale - (95) Impairment of investment in associates - 274 Profit on disposal of asset held for sale (164) - Profit on disposal of investments (232) (1 670) Headline earnings for the year 10 224 12 928 Unaudited Unaudited 28-Feb-11 28-Feb-10 Net asset value per ordinary share Cents Cents Total assets 403.9 485.9 Tangible assets 148.5 164.5 Net tangible asset value per share is calculated after excluding non-controlling interest and including deferred tax assets. Segment report The Group has four reportable segments within which the Group`s strategic business units ("SBU") / operating units fall. The SBUs offer different services and are managed separately as they require different technology and marketing strategies, and are reported separately to the board of directors. Investment incentives Render consulting services aimed at enabling clients to obtain the maximum benefits and refunds from Government and DTI incentive programmes. Global trade services Offer import and export business solutions, including customs consulting, rebate administration, financial market analysis and interest rate and forex risk management. Business development Provide consulting services and management tools to optimise business systems and processes and technological solutions for third party payment transactions. Verification services Conduct quality assurance, VAT and customs audits and verify BEE compliance. Operating segments Invest- Global Business Verifica- Total ment incen-trade develop- tion
tives services ment services 2011 - reviewed R000 R000 R000 R000 R000 Results Revenue - internal 192 - 1 113 - 1 305 Revenue - external 31 711 37 916 5 320 8 926 83 873 Segment profit/(loss) before tax 10 508 12 912 (3 620) (2 604) 17 196 Operating segments Invest- Global Business Verifica- Total ment incen-trade develop- tion tives services ment services 2010 - audited R000 R000 R000 R000 R000 Results Revenue - internal 360 - 993 182 1 535 Revenue - external 39 892 26 695 8 580 4 234 79 401 Segment profit/(loss) before tax 16 077 8 722 (1 736) (1 587) 21 476 Reviewed Audited 28-Feb-11 28-Feb-10 Segmental reconciliations R000 R000 Profit reconciliation Total profit before tax for reportable segments 17 196 21 476 Goodwill impairment losses (25 213) (233) Unallocated profits 5 574 7 872 Elimination of intersegment profits (10 864) (9 472) Group (loss)/profit before tax per statement of comprehensive income (13 307) 19 643
Transactions with individual clients did not amount to 10% or more of the Group`s total revenue. For and behalf of the board: Dave Edwards Frans Botha (Chief Executive Officer) (Financial Director) Port Elizabeth 4 May 2011 Designated Advisor: QuestCo Sponsors (Pty) Ltd Corporate Advisor: PSG Capital (Pty) Ltd Date: 04/05/2011 16:44:01 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. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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